/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080102.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 2, 2008, Vol. 12, No. 1 Headlines A.R.E.I. NEWHALL 9: Voluntary Chapter 11 Case Summary ACA CAPITAL: Balks at False Reports on Alleged Regulatory Control ACE MORTGAGE: Fitch Retains 'C' Ratings on Ten Cert. Classes ACE SECURITIES: Fitch Junks Ratings on Five Certificate Classes ACE SECURITIES: Moody's Junks Rating on Class 2004-FM1-M6 Certs. ACE SECURITIES: Moody's Places Low-B Ratings on Two Cert. Classes ALEXANDER PARK: Poor Credit Quality Cues Moody's Ratings Review AMERICAN HOME: Wants to Auction-Off Non-Performing Loans AMERICAN HOME: Court Extends Plan Filing Period Until March 3 AMERICAN TECH: Oct. 31 Balance Sheet Upside-Down by $1.2 Million AMS HEALTH: Files Bankruptcy Petition Over McCarty Judgment AMS HEALTH: Case Summary & 20 Largest Unsecured Creditors ANDREW CORP: Completes $2.65BB Merger Deal with CommScope Inc. APIDOS CDO: Cash Flow Diminution Cues Moody's to Put Ba2 Rating BANCO GMAC: Moody's Lowers Bank Financial Strength Rating to D- BARNHILL'S BUFFET: Gets Final OK to Use Wells Fargo's DIP Fund BARNHILL'S BUFFET: Wants Court Approval to Auction Restaurants BEAR STEARNS: Moody's Junks Rating on Class M-8B Certs. from Ba2 BELLEMONT VICTORIA: Moody's Holds Ba2 Rating on Subordinate Bonds BENTON BANKING: Shareholders Claim Stock is "Worthless" BENTON BANKING: First Volunteer Buys Shares for $18 Million BLUEGRASS ABS: Poor Credit Quality Cues Moody's Ratings Review CABIN CREEK: Voluntary Chapter 11 Case Summary CENVEO INC: Inks All Cash Acquisition Deal with Rex Corporation CENVEO INC: Elects Gerald S. Armstrong to Board of Directors COMMSCOPE INC: Completes $2.65BB Buyout Deal with Andrew Corp. COMMUNITY GENERAL: Moody's Holds Ba3 Rating on $8.5 Mil. Bonds CONSECO HOME: Fitch Cuts Rating on Class B-2 Certs. to B- from B+ CONSOLIDATED COMMS: Paying Quarterly Dividend on February 1 COOPER COS: Sets March 18 Annual Meeting of Stockholders COUNTRYWIDE: Fitch Takes Rating Actions on Various Transactions CSFB MORTGAGE: Moody's Cuts Ratings on 16 Certificate Classes CWABS INC: S&P Junks Ratings on Seven Certificate Classes DAVID CRAIG: Case Summary & 20 Largest Unsecured Creditors DELTA PETROLEUM: Inks $684 Million Investment Deal With Tracinda DUKE FUNDING: Moody's Reviews Ba3 Rating on $118.75 Mil. Notes EARTHFIRST TECH: Sept. 30 Balance Sheet Upside-Down by $11.3 Mil. EL PASO: Selling 25.5% Ruby Pipe Stake to PG&E Corp. for $2 Bil. EVEN CONSTRUTORA: Fitch Assigns 'B+' Foreign and Local IDRs FIELDSTONE MORTGAGE: Fitch Cuts Rating on Class M-8 Certs. to BB FORT DENISON: Event of Default Cues Moody's Ratings Review FOX HILLS 50: Voluntary Chapter 11 Case Summary FREMONT HOME: Moody's Junks Rating on Class M-10 Certs. from Ba1 FU DP REALTY: Voluntary Chapter 11 Case Summary GENESCO INC: Court Requires Finish Line to Close Merger Deal GSAMP TRUST: Moody's Cuts Ratings on Two Cert. Classes to Low-B H&H MEAT: Case Summary & 20 Largest Unsecured Creditors HARVEY ELECTRONICS: Files for Chapter 11 Protection in New York HARVEY ELECTRONICS: Voluntary Chapter 11 Case Summary HASCO: Fitch Downgrades Ratings on $19.2MM Certificates to B INDEPENDENCE I: Moody's Reviews B3 Rating on $50 Million Notes INDEPENDENCE II: Moody's Junks Rating on Class B Senior Notes INDEPENDENCE III: Moody's Reviews Low-B Ratings on Two Notes INGRESS CBO: Moody's Cuts Rating on $54 Million Notes to Ba1 IWT TESORO: Wants Court OK to Extend Exclusive Plan Filing Period JOHN AMOS: Case Summary & 16 Largest Unsecured Creditors JOHNSON RUBBER: U.S. Trustee Appoints Four-Member Creditors Panel JON ROBERTS: Case Summary & 17 Largest Unsecured Creditors LEVITT AND SONS: May Employ Ruden McClosky as Special Counsel LEVITT AND SONS: Panel Taps Genovese and Mr. Battista as Counsels LEVITZ FURNITURE: Panel Gets Partial OK to Retain Cooley Godward LEVITZ FURNITURE: Committee May Retain J.H. Cohn as Advisor LEVITZ FURNITURE: HSBC Amends Request to Lift Automatic Stay LOUISIANA LOCAL: Moody's Holds Low-B Ratings on Subordinate Bonds MACY'S INC: To Close Nine Stores in Six States MERRILL LYNCH: Moody's Junks Rating on Class B-3 Certificates MID OCEAN: Weak Credit Quality Prompts Moody's Rating Reviews MIGUEL PEREZ: Case Summary & Eight Largest Unsecured Creditors MILLER PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $1.5 Mil. MOVIE GALLERY: Wants Plan Solicitation & Tabulation Protocols OK'd MOVIE HOLDINGS: Weak Operation Prompts S&P to Cut Rating to B- NASDAQ STOCK: Thomas Stemberg Leaves Board Effective December 31 NEUMANN HOMES: Court Approves Paul Hastings as Committee's Counsel NEUMANN HOMES: Can Sell 36 Trailers to CTPC for $631,208 NORTEL NETWORKS: Settles Patent Dispute With Vonage Holdings NORTEL NETWORKS: Unit Commences Exchange Offer for 3 Senior Notes PANITZ SIGNATURE: Files Chapter 7 After Unsuccessful Auction PERFORMANCE TRANS: Panel Taps Traxi LLC as Financial Advisors PERFORMANCE TRANS: Wants to Hire Reed Smith as Special Counsel POPE & TALBOT: Court Okays Rothschild Inc. as Financial Advisor POPE & TALBOT: May Hire FTI to Perform Financial Advisory Services POPE & TALBOT: Court Approves S. Rives as Special Outside Counsel QUEBECOR WORLD: Banks and Sponsors Grant Waivers Until March 31 QWEST COMMUNICATIONS: Jan Murley Joins Board of Directors RAINIER CBO: Fitch Lifts Rating on $3.84MM Notes to BBB from B+ REGENCY ENERGY: Inks $655 Million Buyout Deal with CDM Resource REMINGTON ARMS: Executes Agreement to Acquire Marlin Firearms ROBERT BINDSEIL: Case Summary & 30 Largest Unsecured Creditors SCAN INT'L: Blames Bankruptcy on Low Revenue and Lack of Funds SCAN INT'L: Court to Hear Wells Fargo DIP Financing Mid-January SCO GROUP: Gets Nasdaq Delisting Notice Due to Bankruptcy Filing SHILOH INDUSTRIES: Earns $4.3 Mil. in Quarter Ended October 31 SOUNDVIEW HOME: Fitch Chips Ratings on Two Cert. Classes to BB SOUTHERN PACIFIC: Fitch Retains Junk Rating on Class B-1F Cert. SOUTHERN STAR: Plans to Wind Down Business Operations SPARTA COMMERCIAL: Oct. 31 Balance Sheet Upside-Down by $3 Million SPECIALTY UNDERWRITING: Moody's Junks Ratings on Two Cert. Classes SR TELECOM: Sells Airstar and SR500 Product Lines to Duons Group SURPRISE LAKE: Case Summary & 15 Largest Unsecured Creditors UNITED RENTALS: S&P Holds BB- Rating on Terminated Merger Deal VERDE CDO: Moody's Reviews Ba3 Rating on $10 Mil. Class D Notes VONAGE HOLDINGS: Settles Patent Dispute With Nortel Networks WCI STEEL: Amends $150 Mil. Credit Pact With Harbinger Capital * Fitch Says Funding Pressures Likely to Persist Into 2008 * S&P Completes Review of Oil and Gas Exploration Companies * Upcoming Meetings, Conferences and Seminar ********* A.R.E.I. NEWHALL 9: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: A.R.E.I. Newhall 9, L.L.C. 5 Ike Court Novato, CA 94945 Bankruptcy Case No.: 07-15210 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- A.R.E.I. Newhall 5, L.L.C. 07-15211 A.R.E.I. Newhall 27, L.L.C. 07-15212 A.R.E.I. Newhall 32, L.L.C. 07-15213 A.R.E.I. Newhall 30, L.L.C. 07-15214 A.R.E.I. Newhall 16, L.L.C. 07-15215 A.R.E.I. Newhall 18, L.L.C. 07-15216 A.R.E.I. Newhall 29, L.L.C. 07-22209 A.R.E.I. Newhall 3, L.L.C. 07-15244 A.R.E.I. Newhall 4, L.L.C. 07-15246 Type of Business: The Debtors own and manages real estate. Chapter 11 Petition Date: December 27, 2007 Court: Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: David A. Tilem, Esq. 206 North Jackson Street, Suite 201 Glendale, CA 91206 Tel: (818) 507-6000 Fax: (818) 507-6800 Total Assets Total Debts ------------ ----------- A.R.E.I. Newhall 9, L.L.C. $6,788,861 $24,000,000 A.R.E.I. Newhall 5, L.L.C. $625,293 $24,000,000 A.R.E.I. Newhall 27, L.L.C. $771,417 $24,000,000 A.R.E.I. Newhall 32, L.L.C. $586,676 $24,000,000 A.R.E.I. Newhall 30, L.L.C. $277,722 $24,000,000 A.R.E.I. Newhall 16, L.L.C. $428,922 $24,000,000 A.R.E.I. Newhall 18, L.L.C. $1,343,520 $24,000,000 A.R.E.I. Newhall 29, L.L.C. $586,278 $24,000,000 A.R.E.I. Newhall 3, L.L.C. $911,007 $24,000,000 A.R.E.I. Newhall 4, L.L.C. $890,217 $24,000,000 The Debtors did not file lists of largest unsecured creditors. ACA CAPITAL: Balks at False Reports on Alleged Regulatory Control ----------------------------------------------------------------- ACA Capital Holdings, Inc., issued a statement in response to various stories that have run, on Dec. 27, 2007, in The New York Times, Bloomberg and other news sources with headlines suggesting that the Maryland Insurance Commissioner has "taken control" of its financial guaranty insurance subsidiary, ACA Financial Guaranty Corporation. "Despite the somewhat misleading headlines of these stories, the articles make clear in their texts that the events referred to are not the initiation of any type of formal delinquency proceedings by the Commissioner against ACA FG, but rather ACA FG's entry last week into a consent agreement and a representation letter with the Commissioner. The trigger for the press stories was ACA Capital's December 26 filing of a Form 8-K disclosing the events of last week, including the S&P downgrade, the forbearance agreement with derivative counterparties, and the two letters that ACA FG entered into with the Commissioner." As reported in the Troubled Company Reporter on Dec. 21, 2007, the regulatory filing stated that on Dec. 19, 2007, Standard & Poor's downgraded its financial strength rating of ACA FG to `CCC' (Developing Outlook) from `A' (CreditWatch Negative). That same day, ACA Capital and its direct and indirect subsidiaries entered into a forbearance agreement with its Structured Credit and other similarly situated counterparties. Under the agreement, the counterparties have waived all collateral posting requirements and termination rights relating to the rating of ACA FG under their respective transaction documents including any credit support annexes and similar agreements. The forbearance will remain in effect until Jan. 18, 2008. As such, ACA FG is not required to post collateral as a result of S&P's actions during the forbearance period. Prior to S&P's actions on December 19, ACA FG also entered into a Letter of Representations and Agreements and a Consent Order with the Insurance Commissioner for the State of Maryland, ACA FG's insurance regulator in its state of incorporation. Under the Letter Agreement, ACA FG agreed to provide certain documentation and other reports to the Maryland Insurance Administration. ACA FG also agreed not to engage in certain activities without providing prior notice and opportunity to object to the MIA including, without limitation, pledging or assigning any assets, paying dividends or engaging in certain material transactions. ACA FG is similarly limited under the forbearance agreement from engaging in activities consistent with the Letter Agreement and must also comply with financial covenants. Under the Consent Order, ACA FG agreed not to object to, and, if requested, to consent to, a petition by the Commissioner to institute delinquency proceedings in the event that S&P downgraded ACA FG's financial strength rating and the forbearance agreement was not signed by all of the counterparties. In view of the execution of the forbearance agreement, the Commissioner has not instituted any such proceedings. About ACA Capital ACA Capital Holdings Inc. (NYSE: ACA) (OTC BB: ACAH.PK) -- http://www.aca.com/-- is a holding company that provides financial guaranty insurance products to participants in the global credit derivatives markets, structured finance capital markets and municipal finance capital markets. It also provides asset management services to specific segments of the structured finance capital markets. The company participates in its target markets both as a provider of credit protection through the sale of financial guaranty insurance products, for risk-based revenues, and as an asset manager, for fee-based revenues. ACA Capital has offices in New York, London, and Singapore. ACA Capital, through ACA Financial Guaranty Corporation, provides credit protection products. ACA Financial insures the principal and interest of bonds issued in the public finance market and targets the low investment grade ("BBB-") to high non-investment grade ("BB") portion of the public finance market. Typically, ACA Financial is paid one payment for insurance, up-front, based on the total amount of principal and interest insured. The payments received are held in reserve and earn out over the life of the related financial guaranty, nominally 30 years. At Sept. 30, 2007, ACA Financial had $7.0 billion of gross par exposure in its public finance business. ACA Capital's balance sheet as of Sept. 30, 2007, showed total assets of $4.9 billion, total liabilities of $5.8 billion, and minority interest of $9.5 million, resulting in total stockholders' deficit of $883.3 million. ACE MORTGAGE: Fitch Retains 'C' Ratings on Ten Cert. Classes ------------------------------------------------------------ Fitch Ratings has downgraded these Ace mortgage pass-through certificates. Downgrades total $243.1 million. Break Loss percentages and Loss Coverage Ratios for each class, rated 'B' or higher, are included with the rating actions as: Series 2006-SL2 -- $185.0 million class A downgraded to 'BB' from 'BBB-' (BL: 51.20, LCR: 0.96); -- $30.9 million class M-1 downgraded to 'B' from 'BB' (BL: 41.33, LCR: 0.78); -- $10.0 million class M-2A downgraded to 'C/DR6' from 'B'; -- $17.1 million class M-2B downgraded to 'C/DR6' from 'B'; -- $13.1 million class M-3 remains at 'C/DR6'; -- $11.8 million class M-4 remains at 'C/DR6'; -- $12.6 million class M-5 remains at 'C/DR6'; -- $5.0 million class M-6A remains at 'C/DR6'; -- $7.1 million class M-6B remains at 'C/DR6'; -- $11.8 million class M-7 remains at 'C/DR6'; -- $9.3 million class M-8 remains at 'C/DR6'; -- $0.0 million class M-9A remains at 'C/DR6'; -- $0.0 million class M-9B remains at 'C/DR6'; -- $0.0 million class B-1 remains at 'C/DR6'. Deal Summary -- Originators (Greater than 5%): Long Beach Mortgage Co. (60.17%) & Fremont Investment & Loan (30.53%); -- 60+ day Delinquency: 25.38%; -- Realized Losses to date (% of Original Balance): 14.14%; -- Expected Remaining Losses (% of Current Balance): 53.06%; -- Cumulative Expected Losses (% of Original Balance): 45.08%. Minimum LCR's specifically for subprime second lien transactions are as follows: 'AAA': 2.00; 'AA': 1.75; 'A': 1.50; 'BBB': 1.20; 'BB' 0.95; 'B': 0.75. ACE SECURITIES: Fitch Junks Ratings on Five Certificate Classes --------------------------------------------------------------- Fitch Ratings has affirmed 11 & downgraded 12 classes from the following Ace Securities Corporation mortgage pass-through certificates: Ace 2002-HE2 -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'BB' from 'A'; -- Class M-3 remains at 'B-/DR1'; -- Class M-4 downgraded to 'CCC/DR1' from 'B-/DR1'. Ace 2004-HE1 -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class M-3 affirmed at 'A-'; -- Class M-4 downgraded to 'B' from 'BBB'; -- Class M-5 downgraded to 'CCC/DR1' from 'B'; -- Class M-6 downgraded to 'C/DR5' from 'CC/DR2'. Ace 2004-HS1 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class M-3 downgraded to 'BBB+' from 'A-'; -- Class M-4 downgraded to 'B' from 'BBB'; -- Class M-5 downgraded to 'CC/DR3' from 'BB+'. Ace 2004-OP1 -- Class M-1 affirmed at 'AA' -- Class M-2 affirmed at 'A+' -- Class M-3 affirmed at 'A' -- Class M-4 affirmed at 'A-' -- Class M-5 downgraded to 'BBB' from 'BBB+'; -- Class M-6 downgraded to 'BB' from 'BB+'; -- Class B downgraded to 'C/DR4' from 'B'. The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect approximately $335.21 million in outstanding certificates. The downgrades reflect deterioration in the relationship between CE and expected losses, and affect approximately $39.35 million in outstanding certificates. The pool factors range from approximately 6% to 16%, and the transactions are seasoned in a range of 43 months to 61 months. The amount of loans in the 60+ delinquency buckets range from approximately 20.82% to 37.11%, and cumulative losses range from 1.10% to 4.66%. ACE SECURITIES: Moody's Junks Rating on Class 2004-FM1-M6 Certs. ---------------------------------------------------------------- Moody's Investors Service has upgraded 17 certificates, downgraded 31 certificates and confirmed ratings of 5 certificates issued in 2004 and backed by Fremont originated subprime loans. The actions are based on the analysis of the credit enhancement provided by subordination, overcollateralization and excess spread relative to the expected loss. All deals have very low pool factors and have stepped down. Seventeen classes of certificates are upgraded due to the fast pay down of the pool which led to strong build-up in credit enhancement for the most senior tranches that are still outstanding in the transactions. And the projected pipeline losses are not expected to significantly affect the credit support for these certificates. On the other hand, 31 classes of certificates are downgraded because the reduction in overcollateralization due to stepdown and higher loss severity at the tail end of the deals' life have made the bottom tranches more vulnerable to further pool deterioration. The complete rating actions are: Upgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2 from Aa3; -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3 from A1; -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1 from A2; -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa from Aa1; -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2 from Aa3; -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2; -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2; -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M2, Upgraded to Aa2 from A2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M3, Upgraded to Aa3 from A3. Downgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-6, Downgraded to Ba1 from Baa2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-7, Downgraded to B2 from Baa3; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M- 8B, Downgraded to B3 from Ba2; -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to B3 from Baa3; -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C from Ba2; -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to Ba1 from Baa3; -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to Ba2 from Baa2; --- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to B1 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to Caa3 from Ba2; -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from Baa2; -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from Baa3; -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from Ba1; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8, Downgraded to Baa3 from Baa2; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9, Downgraded to Ba2 from Baa3; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10, Downgraded to Caa2 from Ba1. Confirm Issuer: -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8A, current rating Ba2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-2, current rating Baa2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-3, current rating Baa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-3, current rating Aa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-4, current rating A1, Confirmed. ACE SECURITIES: Moody's Places Low-B Ratings on Two Cert. Classes ----------------------------------------------------------------- Moody's Investors Service assigned ratings ranging from Aaa to Aa2 to the senior certificates issued by ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1 and ratings ranging from Aa2 to Ba2 to the subordinate certificates in the deal. The securitization is backed by Delta Funding Corporation originated, adjustable-rate and fixed-rate, subprime residential mortgage loans acquired by DB Structured Products, Inc. The ratings are based primarily on the credit quality of the loans. These ratings will benefit from the protection against credit losses provided by subordination, excess spread, overcollateralization, and an interest-rate swap agreement provided by Deutsche Bank AG, New York Branch. Moody's expects collateral losses to range from 6.85% to 7.35%. Ocwen Loan Servicing, LLC will service the mortgage loans and Wells Fargo Bank will act as master servicer to the mortgage loans. Moody's has assigned Ocwen its servicer quality rating of SQ2- as a servicer of subprime mortgage loans. Moody's has assigned Wells Fargo its top servicer quality rating of SQ1 as a master servicer of mortgage loans. Complete Rating Actions ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1 Home Equity Loan Asset-Backed Certificates, Series 2007-D1 Cl. A-1, Assigned Aaa Cl. A-2, Assigned Aaa Cl. A-3, Assigned Aaa Cl. A-4, Assigned Aaa Cl. A-M, Assigned Aa2 Cl. M-1, Assigned Aa2 Cl. M-2, Assigned Aa3 Cl. M-3, Assigned A1 Cl. M-4, Assigned A3 Cl. M-5, Assigned Baa1 Cl. M-6, Assigned Baa2 Cl. M-7, Assigned Baa2 Cl. M-8, Assigned Baa3 Cl. M-9, Assigned Ba1 Cl. M-10, Assigned Ba2 ALEXANDER PARK: Poor Credit Quality Cues Moody's Ratings Review --------------------------------------------------------------- Moody's Investors Service placed these notes issued by Alexander Park CDO I, Ltd. on review for possible downgrade: Class Description: $37,500,000 Class A-2 Floating Rate Term Notes, Due 2039 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade In addition Moody's also downgraded and left on review for possible downgrade these notes: Class Description: $22,000,000 Class B Floating Rate Term Notes, Due 2039 -- Prior Rating: Aa2 -- Current Rating: A2, on review for possible downgrade Class Description: $10,000,000 Class C Fixed Rate Term Notes, Due 2039 -- Prior Rating: A2 -- Current Rating: Baa2, on review for possible downgrade Class Description: $12,000,000 Class D-1 Floating Rate Term Notes, Due 2039 -- Prior Rating: Baa2 -- Current Rating: Caa1, on review for possible downgrade Class Description: $3,000,000 Class D-2 Fixed Rate Term Notes, Due 2039 -- Prior Rating: Baa2 -- Current Rating: Caa1, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of asset backed securities. AMERICAN HOME: Wants to Auction-Off Non-Performing Loans -------------------------------------------------------- American Home Mortgage Investment Corp. seeks permission from the U.S. Bankruptcy Court for the District of Delaware to sell pools of mortgages in which borrowers are behind in their payments and owe $164,000,000 in principal on the loans. Pursuant to Sections 105(a) and 363 of the Bankruptcy Code and Rules 2002, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure, the Debtors ask the Court to: -- approve certain procedures with respect to the proposed sale of the non-performing loans, pursuant to a loan sale and interim servicing agreement; -- authorize sale free and clear of liens and claims, pursuant to the Sale Agreement; -- authorize and approve the sale agreement; -- authorize and distribute certain of the sale proceeds to certain secured lenders, including Bank of America, N.A., as administrative agent and JPMorgan Chase Bank, N.A.; -- approve the payment of an expense reimbursement of reasonable costs and expenses in connection with the due diligence process by bidders in an amount not to exceed $150 for each Non-Performing Loan; -- schedule a hearing on the sale and setting objection and bidding deadlines with respect to the sale; and -- approve the form and manner of notice of an auction for the non-performing loans. The Non-Performing Loans to be sold are first-lien loans, in which the mortgagors have not fulfilled one or more of the terms, conditions or obligations required under the mortgages. Each Non-Performing Loan is greater than 60 days past due, and is owned by the Debtors. The Loans are subject to the liens of the Debtors' secured lenders and AH Mortgage Acquisition Co., Inc. The Debtors propose to pool and sell the Non-Performing Loans in three ways: (1) Non-Performing Loans owned by the Debtors, but subject to the liens of AHM Acquisition, and the other lenders under certain Debtor-in-Possession Loan and Security Agreement dated as of November 16, 2007. The Debtors propose to sell approximately 83 of this Unencumbered Non-Performing Loans with an aggregate unpaid principal balance of approximately $24,000,000; (2) Non-Performing Loans owned by the Debtors that constitute a portion of the collateral securing the obligations owing by certain of the Debtors to the Secured Lenders under the BofA Credit Agreement. BofA and its secured lenders were granted liens upon, and security interests in, among other assets, the BofA Non-Performing Loans, pursuant to certain Security and Collateral Agency Agreement and the final order authorizing the Debtors' limited use of cash collateral. The Debtors propose to sell approximately 208 BofA Non-Performing Loans with an aggregate unpaid principal balance of $14,000,000; and (3) Non-Performing Loans owned by the Debtors pursuant to the JPMorgan Credit Agreement. The Debtors propose to sell approximately 327 JPMorgan Non-Performing Loans with an aggregate unpaid principal balance of $127,000,000. The Debtors propose to sell around 618 Non-Performing Loans with unpaid principal amount aggregating to $164,000,000. The Debtors note that the number of the Non-Performing Loans may decrease or increase as a result of, for instance, mortgagors satisfying their loan obligations, or additional loans becoming greater than 60 days past due. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, contends that pooling the Non- Performing Loans creates the greatest likelihood of obtaining the maximum return for the bankruptcy estates, while ensuring that the rights of the Secured Parties are protected. He notes that the Debtors seek approval of the sale of each Pool through separate Sale Agreements with different purchasers to obtain the highest value for the Loans. Mr. Patton relates that pursuant to the Sale Agreement, the Debtors propose to sell, assign and transfer the Non-Performing Loans to successful bidders, free and clear of all liens, claims, interests and encumbrances, other than those expressly assumed by the Successful Bidder. He adds that all Liens will attach to proceeds of any sale received by the Debtors with the same validity and priority that the Liens had on the Non-Performing Loans immediately prior to the sale. Sale Procedures The Sale Procedures contemplate an auction process, pursuant to which bids for each Pool will be subject to higher or better offers. Only qualified bidders, who timely submit qualified bids may be eligible to participate in the Auction. The Debtors seek to have the Auction scheduled for February 13, 2008, at 10:00 a.m., and the Sale hearing scheduled for Feb. 14, at 11:00 a.m. Not later than two business days after the Court approves the Sale Procedures, the Debtors will serve copies of the Notice of Auction and the Sale Procedures to all entities known to have expressed a bona fide interest in the Non-Performing Loans and other parties-in-interest, Mr. Patton informs the Court. He says that the Debtors will publish the Notice of Auction in the national edition of The Wall Street Journal, and post a copy on the Bloomberg newswire service, within five days after the Sale Procedures' approval. The Debtors propose to accept indicative bids and formal, binding, unconditional, irrevocable bids. The purpose of the Indicative Bids will be to allow the Debtors, with the prior written consent of BofA or JPMorgan and in consultation with the Official Committee of Unsecured Creditors, to determine which of the bidders submitting Indicative Bids should be entitled to receive an Expense Reimbursement. The Debtors set a 12:00 noon on January 25, 2008 deadline to submit all Indicative Bids, and a 12:00 noon on February 11 deadline to submit all Bids. Expense Reimbursement The Debtors also seek authority to select not more than three parties to be entitled to be paid the reasonable costs and expenses in connection with their due diligence process in an amount not to exceed $150 for each Non-Performing Loan in the pool of assets for which each party has submitted a bid. Up to three Lead Bidders will be entitled to an Expense Reimbursement, provided however, that the payment is contingent on the Lead Bidder submitting a Qualified Bid, which must be in an amount that is no less than the Qualified Indicative Bid or, if lower, the Lead Bidder must provide reasonable justification for the decrease between the Qualified Indicative Bid and the Qualified Bid. The Debtors, in their sole discretion, will determine whether the decrease is reasonably justified. The Expense Reimbursement will be payable only from the proceeds received from the sale for which the Lead Bidder submitted the Qualified Bid, and from no other source. The Debtors, with the prior written consent of BofA or JPMorgan and in consultation with the Creditors Committee, reserve the right to seek Court approval of a stalking horse bidder and the terms of a stalking horse bid. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. (American Home Bankruptcy News, Issue No. 21, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Court Extends Plan Filing Period Until March 3 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended American Home Mortgage Investment Corp. and its debtor-affiliates' exclusive periods to: (a) file a plan through March 3, 2008; and (b) solicit and obtain acceptances of that plan through May 5, 2008. As reported in the Troubled Company Reporter on Dec. 7, 2007, James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, told the Court that since bankruptcy filing, the Debtors have made progress in administering the bankruptcy cases by, among other things, stabilizing their business operations, eliminating administrative costs arising from discontinued portions of the Debtors' business operations, and commencing, conducting, and concluding a hotly contested sale process for the Debtors' loan servicing business. Mr. Patton stated that, among other things, the Debtors: -- sought and obtained the Court's authority to establish procedures to effectuate the sale of certain assets related to their mortgage origination business, including real property leases, equipment leases, and furniture, fixtures and equipment at the premises; -- filed requests seeking to reject about 800 unexpired leases of nonresidential real property and numerous executory contracts; -- have closed and fully vacated numerous locations, within the first 90 days of the cases and avoided significant additional administrative rent liability by vacating the various locations in a timely manner; -- engaged in negotiations and stipulations with Federal Home Loan Mortgage Corp. and the Government National Mortgage Association permitting the Debtors to continue to service certain mortgage loans for sufficient periods of time to effectuate the orderly transfer of the servicing of the loans for value; and -- sought and obtained the Court's permission to sell their Servicing Business to AH Mortgage Acquisition Co., Inc. Mr. Patton related that as with other large and complex cases, the initial 120-day exclusive period did not provide the Debtors with an adequate opportunity to develop and negotiate a Chapter 11 plan. He added that the contested nature of nearly every facet of these cases has prevented the Debtors and their professionals from turning their attention to a Plan. He pointed out that the Debtors have been focused on stabilizing the their business operations in the wake of the unprecedented upheaval in the mortgage loan and mortgage-backed securities experienced nationwide. Additionally, Mr. Patton said, there are a variety of other tasks that lie ahead of the Debtors before a meaningful Plan can be proposed. He disclosed that the Debtors still have numerous assets that must be marketed and sold, including the their federally chartered thrift and bank, certain whole loans and construction loans, and certain other real estate holdings, like their corporate headquarters in Melville, New York. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. (American Home Bankruptcy News, Issue No. 21, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN TECH: Oct. 31 Balance Sheet Upside-Down by $1.2 Million ---------------------------------------------------------------- American Technologies Group Inc.'s consolidated balance sheet at Oct. 31, 2007, showed $18.3 million in total assets and $19.5 million in total liabilities, resulting in a $1.2 million total stockholders' deficit. At Oct. 31, 2007, the company's consolidated balance sheet also showed strained liquidity with $12.4 million in total current assets available to pay $19.5 million in total current liabilities. The company reported a net loss of $766,339 on net sales of $8.7 million for the first quarter ended Oct. 31, 2007, compared with a net loss of $1.2 million on net sales of $7.6 million in the same period in the previous fiscal year. For the quarter ended Oct. 31, 2007, selling, general and administrative expenses totaled approximately $904,000. For the quarter ended Oct. 31, 2006, selling, general and administrative expenses were approximately $975,000. Operating income increased to $153,342 during the three months ended Oct. 31, 2007, versus operating income of $62,200 during the same period in the previous fiscal year. Interest expense decreased by $24,000 for the quarter ended Oct. 31, 2007, to $325,000 when compared to the quarter ended Oct. 31, 2006. Financing expense was $588,000 and $976,000 for the quarter ended Oct. 31, 2007, and 2006, respectively. Included in financing expenses was non-cash amortization related to notes payable discount of $588,000 and $976,000 for the quarters ended Oct. 31, 2007. and 2006, respectively. Liquidity and Capital Resources As of Oct. 31, 2007, the company had $460,000 in cash and equivalents. The company has utilized both its base of assets and its equity securities to finance the acquisitions of North Texas and Whitco. The North Texas acquisition transaction was highly leveraged. The company has indebtedness totaling in $10,806,000 payable in the form of convertible term notes $2,500,000 of which are due and payable on Dec. 31, 2007. The company's current operations are insufficient to service its existing debt and pay the administrative expenses incurred in connection with being a public enterprise, including legal and accounting services. The company has negotiated various extensions with Laurus Master Fund LTD, Gryphon Master Fund LP, and GSSF Master Fund LP to extend the time it has to make payments under the $2,000,000 Term B Note and the $500,000 in notes payable to GMF and GSSF, to waive prior defaults, and extend the time for the effectiveness of the SB-2 registration statement that the company is required to file. The current extension the company obtained on Oct. 31, 2007, from Laurus extends the payment date for the Term B note and the effectiveness date of its registration statement to Dec. 31, 2007. With respect to the indebtedness the company owes to to Gryphon and GSSF, on Nov. 12, 2007, GMF and GSSS agreed to extend the maturity dates of their convertible term notes from Sept. 30, 2007, to Dec. 31, 2007. Full-text copies of the company's consolidated financial statements for the quarter ended Oct. 31, 2007, are available for free at http://researcharchives.com/t/s?26a9 Going Concern Doubt RBSM LLP, in New York, expressed substantial doubt about American Technologies Group Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended July 31, 2007. The auditing firm reported that the the company has suffered recurring losses and is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. About American Technologies Based in Fort Worth, Texas, American Technologies Group Inc. (NASDAQ: ATEG) -- was prior to 2001, engaged in the development, commercialization and sale of products and systems using patented and proprietary technologies including catalyst technology and water purification. The company ceased operations during 2001 and began focusing efforts on restructuring and refinancing. In September 2005, the company entered into various financing transactions and acquired North Texas Steel Company Inc., an AISC Certified structural steel fabrication company based in Fort Worth, Texas. On April 25, 2006, the company purchased certain assets of Whitco Company LP, a business conducting the sale and distribution of steel and aluminum lighting poles. The Whitco assets are held in a separate subsidiary called Whitco Poles Inc. AMS HEALTH: Files Bankruptcy Petition Over McCarty Judgment ----------------------------------------------------------- AMS Health Sciences Inc. has sought the protection of the U.S. Bankruptcy Court for the Western District of Oklahoma by filing a Chapter 11 petition for reorganization. The filing, according to AMS, was due to the verdict and subsequent judgment rendered against the company in its November 2007 jury trial relating to a 2005 acquisition of Heartland Cup Inc. Acquisition of Heartland Cup In September 2005, AMS Manufacturing Inc., a wholly owned subsidiary of the company, acquired approximately 83% of the capital stock of Heartland Cup Inc., a manufacturer of Styrofoam cups located in Allen, Oklahoma. The acquisition was effected through the purchase of shares from Truett McCarty, Heartland's controlling stockholder, who received shares of the company's common stock in consideration for the stock purchase. Over the following 15 months, the company loaned approximately $2,400,000, substantially all of its cash reserves, to Heartland to support the newly acquired subsidiary's ongoing manufacturing operations. Suit Against McCarty On Feb. 6, 2006, the company and AMS Manufacturing filed a lawsuit against Mr. McCarty in the District Court of Oklahoma County, Oklahoma. The AMS entities alleged that Mr. McCarty defrauded them in the sale of his stock in Heartland by failing to disclose the true amount of Heartland's accounts payable as well as a long-term liability of Heartland. In addition, the AMS entities alleged that this failure was a breach of the stock purchase agreement signed by Mr. McCarty. Mr. McCarty filed an answer denying the AMS entities' allegations and alleging that he had been defrauded with regard to the value of the AMS stock he received in exchange for his interest in Heartland. Additionally, Mr. McCarty alleged that the AMS entities had breached the terms of the stock purchase agreement by failing to take steps to remove Mr. McCarty as guarantor of certain promissory notes, that the AMS entities had tortiously interfered with a promissory note between Mr. McCarty and Heartland and that the AMS entities had tortiously interfered with an employment agreement between Mr. McCarty and Heartland. Mr. McCarty also sought to reform the stock purchase agreement in numerous respects, and to pierce the corporate veils of the Company and AMS Manufacturing in order to hold them liable for any breach by Heartland of the promissory note and employment agreement between Heartland and Mr. McCarty. Dismissal of AMS' Fraud Claim On Nov. 1, 2007, after the court had dismissed the AMS entities' fraud claim, the jury returned its verdict, which was later reduced to a judgment signed by the court and filed on Dec. 17, 2007. The jury denied the AMS entities' breach of contract claim against Mr. McCarty, found in Mr. McCarty's favor on his claim against the AMS entities for breach of the stock purchase agreement and found that Mr. McCarty was entitled to $800,000 against the company on his breach of contract claim. In addition, the jury found that Heartland had breached the employment agreement with Mr. McCarty and found that Mr. McCarty was entitled to $368. The jury also found that Heartland breached its promissory note with Mr. McCarty and that Mr. McCarty was entitled to $185,000. The jury found that the corporate veils of the Company and its subsidiaries should be pierced. The court allowed the jury to consider a fraud claim by Mr. McCarty against the AMS entities, even though the court had previously granted summary judgment in the AMS entities' favor on Mr. McCarty's fraud claim against them. The jury found for Mr. McCarty on the fraud claim, but did not award any additional actual damages for the claim. The jury returned a verdict in the AMS entities' favor on Mr. McCarty's claim for tortious interference and to reform the stock purchase agreement and, as noted above, awarded Mr. McCarty no damages on his claim against AMS for fraud. AMS Contests Against Verdict The company believes that certain legal errors rendered the verdict and judgment improper. The company has identified approximately 19 substantive points of error that it believes occurred in the trial and intends to pursue them in an appeal of the judgment. Since the company did not have the cash resources to satisfy the judgment rendered against it or to post an appellate bond pending the appeal of the judgment, every effort was made to settle and compromise Mr. McCarty's claim. Bankruptcy Filing AMS states that Mr. McCarty was repeatedly advised of the company's financial condition and that it would not be able to satisfy or respond to any efforts to enforce the judgment. Notwithstanding these repeated warnings and settlement efforts, Mr. McCarty declined to withhold or defer his right, in the absence of an appellate bond, to seek collection of the judgment. As a result, the company said it has been forced to seek bankruptcy protection. The company believes the action is in the best interests of the company and the direct selling network that markets AMS products. Without the filing of the Chapter 11 petition, which operates to stay all proceedings or attempts to enforce existing judgments, AMS argues that Mr. McCarty could attempt to disrupt the day-to- day operation of AMS by enforcing his judgment on the company's assets. The company's filing for the protection of the U.S. Bankruptcy Court was supported by its secured lender, Laurus Captial Management LLC. About AMS Health Sciences Oklahoma City-based AMS Health Sciences Inc. (OTC BB: AMSI) -- http://www.amsonline.com/-- sells more than 60 natural nutritional supplements, weight management products, and natural skincare products through independent distributors across the U.S. and Canada. AMS HEALTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: A.M.S. Health Sciences, Inc. 711 Northeast 39th Street Oklahoma City, OK 73105 Bankruptcy Case No.: 07-14678 Type of Business: The Debtor's 60 products consist of dietary supplements, weight management products, and hair and skin care products-- all of which are manufactured by third parties. A network of 11,000 independent distributors sell the products in Canada, Puerto Rico and the U.S. Its products are sold under the Advantage, A.M.S., Prime One, and ToppFast brands. It also markets and sells promotional material to its distributors. See http://www.amsonline.com/ Chapter 11 Petition Date: December 27, 2007 Court: Western District of Oklahoma (Oklahoma City) Judge: Richard L. Bohanon Debtor's Counsel: Shaun T. Riley, Esq. Resides & Resides, P.L.L.C. 615 North Broadway, Suite 203 Oklahoma City, OK 73102-6201 Tel: (405) 605-6547 Fax: (405) 605-6577 Total Assets: $6,800,000 Total Debts: $3,400,000 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Truett McCarty Judgment $984,000 R.R. 1 Box 348 Allen, OK 74825 John Hail Supplemental $303,296 3809 Coachman Retirement Edmond, OK 73013 U.P.S. 7X3444 Trade debt $77,991 Lockbox 577 Carol Stream, IL 60132-0577 McAfee & Taft Trade debt $74,761 Pouchtec Industries, L.L.C. Trade debt $53,479 Oklahoma County Treasurer Tax $31,827 Vaughn Feather Trademark Dispute $49,000 Settlement Day Edwards Prosper & Trade debt $29,951 Christensen, P.C. Nexgen Pharma, Inc. Trade debt $20,196 Royce & Janet Britt Lawsuit Settlement $16,000 Cole and Reed P.C. Trade debt $13,355 H.S.P.G. & Associates, P.C. Trade debt $10,355 Community Care H.M.O. Trade debt $9,080 eTech Solutions Trade debt $8,416 Naturtech Trade debt $8,388 Maier & Co., Inc. Trade debt $6,595 The Oil Center Trade debt $6,554 James Fields & Associates Trade debt $6,549 Connectship, Inc. Trade debt $6,290 Standley Systems Trade debt $4,115 ANDREW CORP: Completes $2.65BB Merger Deal with CommScope Inc. -------------------------------------------------------------- Andrew Corporation has completed its acquisition agreement with CommScope Inc. The transaction was valued for approximately $2.65 billion. Andrew will become a wholly owned subsidiary of CommScope. "We are delighted with the closing of the Andrew transaction, which marks a new chapter in the history of our company," said Frank M. Drendel, chairman and chief executive officer of CommScope. "We believe this combination will further enhance CommScope's position as a worldwide leader in 'last mile' solutions." "Combining our innovative technologies, premier brands and a top- tier customer base, we expect to expand our global service model and create an enhanced offering of communications infrastructure solutions that addresses a broader spectrum of customer needs," Mr. Drendel added. "With this acquisition, we are advancing CommScope's stated global 'last mile' strategy while creating important cost reduction and growth opportunities that we believe will drive increased shareholder value." "We look forward to working with Andrew's talented team to quickly and smoothly integrate their operations into CommScope," Mr. Drendel continued. "As we continue to invest in the combined business for profitable growth, the talented and dedicated employees of both Andrew and CommScope will continue to play a critical role in the success of the combined company. CommScope is a proven and successful integrator of strategic transactions and we expect to begin realizing the benefits of this combination immediately and enjoy them fully over the next few years." Andrew stockholders will receive, for each Andrew share, $13.50 in cash and 0.031543 shares of CommScope common stock. This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $1.50 by $47.554, which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on Dec. 24, 2007. Financing and Interest Rate Swap CommScope funded the transaction through a combination of senior secured credit facilities and available cash on hand. The $2.5 billion senior secured credit facilities consist of: -- a $1.35 billion seven-year senior secured term loan facility with an interest rate of London Interbank Offered Rate plus 250 basis points; -- a $750 million six-year senior secured term loan facility with an initial interest rate of LIBOR plus 225 basis points; and -- a $400 million six-year senior secured revolving credit facility with an initial interest rate of LIBOR plus 225 basis points. These debt commitments provide for a weighted average initial, variable interest rate of LIBOR plus approximately 241 basis points on the senior secured term loans. At closing, no funds had been borrowed from the revolving credit facility. CommScope also has entered into an interest rate swap in order to fix the LIBOR interest rate for an initial $1.5 billion of the overall credit facility. Through this swap CommScope fixed these amounts at a LIBOR rate of 4.07750%: -- $1.5 billion from Dec. 27, 2007 through Dec. 31, 2008; -- $1.3 billion from Jan. 1, 2009 through Dec. 31, 2009; -- $1.0 billion from Jan. 2, 2010 through Dec. 31, 2010; and -- $400 million from Jan. 1, 2011 through Dec. 31, 2011. Banc of America Securities LLC acted as financial advisor to CommScope in connection with this acquisition and Duff & Phelps LLC provided a fairness opinion to CommScope. Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside legal counsel. Citi acted as the primary financial advisor to Andrew, and Merrill Lynch provided a fairness opinion. Mayer Brown LLP acted as Andrew's primary outside legal counsel. Banc of America Securities LLC and Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint Bookrunners in connection with the credit facilities. About CommScope Inc. Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) -- http://www.commscope.com/-- is into infrastructure solutions for communication networks. CommScope's structured cabling systems for business enterprise applications includes SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands. It is also the manufacturer of coaxial cable for hybrid fiber coaxial applications. About Andrew Corporation Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures and delivers innovative and essential equipment and solutions for the communications infrastructure market. Founded in 1937, the company serves operators and original equipment manufacturers from facilities in 35 countries. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Standard & Poor's Ratings Services affirmed its ratings on CommScope Inc. and Andrew Corp. and removed them from CreditWatch, where they were placed on June 27, 2007, with negative implications. S&P also affirmed the 'BB-' corporate credit and 'B' subordinated debt ratings for both companies. The outlook is stable. APIDOS CDO: Cash Flow Diminution Cues Moody's to Put Ba2 Rating --------------------------------------------------------------- Moody's Investors Service assigned these ratings to Notes issued by Apidos CDO VI: (1)Aaa to the $181,500,000 Class A-1 Floating Rate Notes due 2019; (2)Aa2 to the $6,000,000 Class A-2 Floating Rate Notes due 2019; (3)A2 to the $13,000,000 Class B Deferrable Floating Rate Notes due 2019; (4)Baa2 to the $8,000,000 Class C Floating Rate Notes due 2019; and (5)Ba2 to the $9,500,000 Class D Floating Rate Notes due 2019. The Moody's ratings of the Notes address the ultimate cash receipt of all required interest and principal payments, as provided by the Notes' governing documents, and are based on the expected loss posed to Noteholders, relative to the promise of receiving the present value of such payments. The ratings reflect the risks due to the diminishment of cash flow from the underlying portfolio consisting of leveraged loans due to defaults, the transaction's legal structure and the characteristics of the underlying assets. Apidos Capital Management LLC will manage the selection, acquisition and disposition of collateral on behalf of the Issuer. BANCO GMAC: Moody's Lowers Bank Financial Strength Rating to D- --------------------------------------------------------------- Moody's Investors Service downgraded Banco GMAC S.A.'s bank financial strength rating to D- from D, as well as its global long-term local and foreign currency deposit ratings to Ba3 from Ba2. Moody's also downgraded the long-term national scale deposit rating of Banco GMAC to A2.br from Aa3.br. The negative outlook on the global deposit ratings of GMAC Brazil remained unchanged, and the outlook on the national scale ratings changed to negative from stable. The short-term national scale rating remains unchanged at BR-1. The actions follow Moody's downgrade of General Motors Acceptance Corporation, LLC long-term senior unsecured debt rating to Ba3 from Ba2, announced on Dec. 21, 2007. Moody's recognizes that the Brazilian operation of Banco GMAC is performing well on the back of positive macro conditions and resilient credit growth in Brazil, both reflected in the bank's adequate financial metrics and robust loan expansion. However, the rating agency noted, the current stress at GMAC LLC's level exposes the Brazilian subsidiary to uncertainties regarding the confidence sensitivity of its funding, as well as its capital adequacy going forward. Moody's recognizes Banco GMAC's significant business and strategic integration with its parent company as well as the effects that a lower-rated parent could have on Banco GMAC's predominantly wholesale funding base. Higher funding costs could hurt profitability and affect the bank's business strategy in the highly competitive car-financing segment in which it operates. Moreover, the bank's sound capital levels could be diminished draining forces from the bank's growth opportunities, if it were to be required to upstream dividends or repatriate capital to its parent company. Moody's acknowledges that Banco GMAC has a track record of adequate capital preservation, achieved through a conservative earnings retention policy throughout the years, and consistently superior asset quality relative to peers'. However, the current capital pressure at the GMAC LLC level may result in changes in this policy, with negative effects on the Brazilian subsidiary. Banco GMAC is headquartered in Sao Paulo, Brazil. As of September 2007, Banco GMAC reported total assets of R$5.47billion and equity of R$818.28 million. These ratings for Banco GMAC S.A. were downgraded: -- Bank financial strength rating - to D- from D, negative outlook; -- Global long-term local currency deposit ratings - to Ba3 from Ba2, negative outlook; -- Long-term foreign currency deposit ratings - to Ba3 from Ba2, negative outlook; -- Brazil long-term national scale deposit ratings - to A2.br from Aa3.br; negative outlook. BARNHILL'S BUFFET: Gets Final OK to Use Wells Fargo's DIP Fund -------------------------------------------------------------- The Hon. George C. Paine II of the U.S. Bankruptcy Court for the Middle District of Tennessee gave Barnhill's Buffet Inc. final authority to access Wells Fargo Bank NA's debtor-in-possession financing and cash collateral. Specifically, the Court authorized the Debtor to obtain secured postpetition financing consisting of a revolving credit loan up to an aggregate principal amount not to exceed $1,250,000 from Wells Fargo and to use the cash collateral securing the Debtor's prepetition obligations to the bank. The Debtor's rights granted under the DIP loan agreement to borrow money and to use cash collateral will expire on the earlier of: (a) an event of default or (b) Jan. 23, 2008, unless the right to use is extended by the Court. Wells Fargo Credit Agreement Adequate protection will be provided to Wells Fargo as secured lender to a credit agreement dated as of Feb. 11, 2005, and as amended on Sept. 21, 2005. The credit agreement was entered into by the Debtor, Dynamic Acquisition Group LLC (parent company), and Wells Fargo (administrative agent and secured lender). The Debtor and its parent company jointly owe Wells Fargo an aggregate amount of $23,256,526, plus interest accrued and accruing costs under the credit agreement. The final order allowing the Debtor access to Wells Fargo's postpetition fund overruled SCS General Contractor Inc.'s objection to the Debtor's motion to borrow from Wells Fargo and the Court's interim order on that motion. James R. Kelley, Esq., and Marc T. McNamee, Esq., at Neal & Harwell, PLC represent Wells Fargo. About Barnhill's Buffet Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates a chain of restaurants, a total of 29 stores located in six states. Its parent company is Dynamic Acquisition Group LLC. It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D. Tenn. Case No. 07-08948) after it continued to suffer operating losses. William Caldwell Hancock, Esq., at The Hancock Law Firm represents the Debtor in its restructuring efforts. Attorneys at MGLAW PLLC represent the Official Committee of Unsecured Creditors. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million and $50 million. BARNHILL'S BUFFET: Wants Court Approval to Auction Restaurants -------------------------------------------------------------- Barnhill's Buffet Inc. asked the Hon. George C. Paine II of the U.S. Bankruptcy Court for the Middle District of Tennessee for authority to sell its property and assume and assign unexpired leases and executory contracts. The Debtor told the Court that its operating restaurant assets should be sold on an expedited basis to a successful overbidder due its continuing operating losses, substantial capital expenditures required to fund its business plan, and lack of internal resources from which to fund its cash requirements. According to the Debtor, it has ongoing discussions with Star Buffet Management Inc. regarding a proposed sale of 21 restaurants and related assets, leases and contracts. Under an asset purchase agreement with Star, the Debtor will sell its 21 restaurants in exchange for cash consideration of $7,500,000 and the assumption of specified liabilities. The restaurants will be sold as a group. The Debtor's remaining 8 restaurants not to be sold to Star will be sold at a "one, some or all" auction to be conducted concurrent with, but independent of, the auction sale of the 21 restaurants. Creditors, including Old South Properties Inc., H.M. Nowlin dba Nowlin Rentals, and Jacksonville Family Center LLC, have filed separate objections to the Debtor's motion to sell its property under Section 363(b) of the Bankruptcy Code. The Court has set a hearing for Jan. 11, 2008, at 9:00 a.m. to consider the Debtor's request. About Barnhill's Buffet Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates a chain of restaurants, a total of 29 stores located in six states. Its parent company is Dynamic Acquisition Group LLC. It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D. Tenn. Case No. 07-08948) after it continued to suffer operating losses. William Caldwell Hancock, Esq., at The Hancock Law Firm represents the Debtor in its restructuring efforts. Attorneys at MGLAW PLLC represent the Official Committee of Unsecured Creditors. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million and $50 million. BEAR STEARNS: Moody's Junks Rating on Class M-8B Certs. from Ba2 ---------------------------------------------------------------- Moody's Investors Service has upgraded 17 certificates, downgraded 31 certificates and confirmed ratings of 5 certificates issued in 2004 and backed by Fremont originated subprime loans. The actions are based on the analysis of the credit enhancement provided by subordination, overcollateralization and excess spread relative to the expected loss. All deals have very low pool factors and have stepped down. Seventeen classes of certificates are upgraded due to the fast pay down of the pool which led to strong build-up in credit enhancement for the most senior tranches that are still outstanding in the transactions. And the projected pipeline losses are not expected to significantly affect the credit support for these certificates. On the other hand, 31 classes of certificates are downgraded because the redcution in overcollateralization due to stepdown and higher loss severity at the tail end of the deals' life have made the bottom tranches more vulnerable to further pool deterioration. The complete rating actions are: Upgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2 from Aa3; -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3 from A1; -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1 from A2; -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa from Aa1; -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2 from Aa3; -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2; -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2; -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M2, Upgraded to Aa2 from A2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M3, Upgraded to Aa3 from A3. Downgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-6, Downgraded to Ba1 from Baa2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-7, Downgraded to B2 from Baa3; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M- 8B, Downgraded to B3 from Ba2; -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to B3 from Baa3; -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C from Ba2; -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to Ba1 from Baa3; -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to B1 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to Caa3 from Ba2; -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from Baa2; -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from Baa3; -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from Ba1; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8, Downgraded to Baa3 from Baa2; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9, Downgraded to Ba2 from Baa3; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10, Downgraded to Caa2 from Ba1. Confirm Issuer: -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8A, current rating Ba2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-2, current rating Baa2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-3, current rating Baa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-3, current rating Aa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-4, current rating A1, Confirmed. BELLEMONT VICTORIA: Moody's Holds Ba2 Rating on Subordinate Bonds ----------------------------------------------------------------- Moody's Investors Service affirmed the Baa3 rating for Louisiana Local Government Environmental Facility and Community Development Authority Multifamily Housing Revenue bonds (Park East / Bellemont Victoria / Bellemont Victoria II Apartments) Senior Series 2002A. The Ba2 rating for Subordinate Series 2002C bonds has also been affirmed. The taxable Series 2002B bonds are no longer outstanding. The stable rating outlook reflects strong occupancy at the project and projected stable rental market in Baton Rouge in the near term. Legal Security: Special obligation of issuer. The bonds are secured by rental revenues derived from the operations of three multifamily properties in Baton Rouge. The Park East project was built in 1972 and consists of 188 units in 25 two-story buildings. Bellemont Victoria is a 195 unit project of 4 two-story buildings and the Bellemont Victoria II facility is made up of 27 buildings with 198 units. Both were built in 1972-3. Other pledged assets, including investment income and reserve funds, provide further security for bondholders. Strengths * Actual physical vacancy is very low at all three properties, although the Park East property did experience some higher economic vacancy in 2007 due to rental increases that have not been fully absorbed. Management expects, however, that all new leases will be signed at the higher rate in 2008. Management is currently signing 6 and 12 month leases only. * Moody's has consulted various sources, such as the 2006 Louisiana Health and Population Survey and reports published by the Louisiana Family Recovery Corps., to estimate continued impact of displaced residents from New Orleans on the Baton Rouge housing market. Moody's has also spoken with the property management company, which is responsible for management of several multifamily projects in the area. Moody's believes, per these resources, that there is enough evidence of under-supply in the Baton Rouge sub-market to support strong demand for affordable housing in the near term. * Rental revenue has grown by approximately 5% between audited 2006 financials and unaudited 2007 operating statements. * Very high reserves Challenges * Housing market data for the Baton Rouge area is not widely available, and although Moody's expects demand to be strong in the near term, it is difficult to assess longer term market trends. Further, the older build dates of these projects may make them more susceptible to any multifamily demand downturn. * Despite improvement in revenues, debt service coverage has not seen great improvement over the past year, mainly due to continued increases in expenses that exceed revenue gains. If vacancy were to increase even slightly, any coverage improvements would be absorbed quickly due to the properties' consistent expense growth. Between 2005 and Moody's unaudited 2007 data, expenses have risen 11%, while revenues have increased only 5%. Outlook The stable outlook reflects Moody's anticipation of continued strong affordable housing demand in the near term. What Could Change the Rating - Up Several reporting periods that show consistent revenue growth and continued strong occupancy. What Could Change the Rating - Down Erosion of the debt service coverage ratio; Increased vacancy that leads to a reversal of revenue growth trend. BENTON BANKING: Shareholders Claim Stock is "Worthless" ------------------------------------------------------- Benton Banking Company's shareholders found Thursday that the bank's stock is "worthless" when news broke that an officer had been issuing false loans of around $18 million, Seth Seymour writes for News Channel 9. Shareholders said Benton is "cheating" them after a meeting held Thursday in which they were informed that their millions of dollars worth of investment were lost, News Channel 9 relates. Prior to Thursday's news, Jimmy Goddard, former Benton president, was reported missing after issuing false loans in small increments; he was later seen in North Carolina, News Channel 9 reveals. Steve Morgan, investor, told News Channel 9 he is "greatly disappointed" after losing about $100,000 while some equity holders lost as much as $2 million. Several investors have already obtained legal counsels, the report adds. At Thursday's meeting, shareholders found that Benton has total assets of $11 million and a deficit of about $6 million, News Channel 9 says. The bank's stock used to trade at $91 per share but is now worth "very little," News Channel 9 reports, citing Casey Stokes, Esq., Cleveland counsel. The FBI is currently investigating the matter but refuses to disclose specifics, News Channel 9 adds. Benton Banking Company -- http://www.bentonbankingcompany.com/-- was established in Benton, Tennessee in 1906. Its company wide philosophy is that of quality customer service. It upholds its motto: "Customers are our primary reason for existence, and serving them is our principal focus." Through its Bentong Banking Mortgage Company, it provides full service home financing solutions. It also offers free online banking services. BENTON BANKING: First Volunteer Buys Shares for $18 Million ----------------------------------------------------------- Benton Banking Company equity holders elected Friday last week to sell the company to First Volunteer Bank for $18 million in order to recover as much money possible following news of lost investments, Mark Bruce writes for Eyewitness News. Despite the sale, Joe Waters, Benton Vice President, assures clients that their money and accounts "are fine", Eyewitness relates. Mr. Waters adds that Benton will continue to serve its clients the "same way" as it did over a hundred years ago, Eyewitness says. On the other hand, First Volunteer president told Eyewitness that he will help Benton investors get their money back. Benton Banking Company -- http://www.bentonbankingcompany.com/-- was established in Benton, Tennessee in 1906. Its company wide philosophy is that of quality customer service. It upholds its motto: "Customers are our primary reason for existence, and serving them is our principal focus." Through its Bentong Banking Mortgage Company, it provides full service home financing solutions. It also offers free online banking services. BLUEGRASS ABS: Poor Credit Quality Cues Moody's Ratings Review -------------------------------------------------------------- Moody's Investors Service placed under review for possible downgrade these notes issued by Bluegrass ABS CDO II Ltd.: Class description: $52,800,000 Class A-2 Floating Rate Notes due April 2039 -- Prior Rating: Aa2 -- Current Rating: Aa2, on review for possible downgrade Class description: $10,000,000 Type II Composite Notes due April 2039 -- Prior Rating: Baa2 -- Current Rating: Baa2, on review for possible downgrade In addition, Moody's also downgraded and left on review for possible downgrade these notes: Class description: $15,000,000 Class C-1 Floating Rate Notes due April 2039 -- Prior Rating: Baa2 -- Current Rating: Ba3, on review for possible downgrade Class description: $7,400,000 Class C-2 Floating Rate Notes due April 2039 -- Prior Rating: Baa2 -- Current Rating: Ba3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which has exposure to residential mortgage-backed securities and collateralized debt obligation securities. CABIN CREEK: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Cabin Creek Properties, L.L.C. 14241 Northeast Woodinville-Duvall Road Woodinville, Wa 98072 Tel: (425) 637-3010 Bankruptcy Case No.: 07-04201 Chapter 11 Petition Date: December 27, 2007 Court: Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: Jesse Valdez, Esq. Ruthford Valdez, P.L.L.C. 800 Bellevue Way Northeast, Suite 400 Bellevue, WA 98004 Tel: (425) 637-3010 Fax: (425) 462-6371 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its largest unsecured creditors. CENVEO INC: Inks All Cash Acquisition Deal with Rex Corporation --------------------------------------------------------------- Cenveo Inc. has signed a definitive agreement to acquire Rex Corporation, in an all-cash transaction. The transaction is expected to be completed in the first quarter of 2008 and to be accretive to earnings in 2008. The transaction is expected to be funded using the company's revolver. Closing of the transaction is also subject to other conditions, which were not disclosed. "The addition of Rex will strengthen our position in the specialty packaging marketplace," Robert G. Burton, Sr., chairman and chief executive officer of Cenveo Inc., stated. Rex's reputation as an outstanding manufacturer of high-quality packaging will enhance our existing global packaging network and will provide for sizable synergy opportunities as we integrate our operations. I look forward to working with Chipper and his team as we work toward a swift completion of this transaction." "As an innovative and lean enterprise in the folding carton industry, the combination of Rex with Cenveo and Cadmus Whitehall is a natural progression for our people and our customers," Y.E. "Chipper" Hall, president of Rex stated. "Cenveo and Rex share many common goals and workflows, which will offer our customers an unmatched value to support the growth of their businesses in the future, both domestically and globally. We look forward to working with the Cenveo and Cadmus Whitehall team to provide these increased benefits to our customers and our people." About Rex Corporation Located in Jacksonville, Florida, Rex Corporation is an independent manufacturer of premium and high-quality packaging solutions with over 35 years' industry experience. Rex, is provides "single source" packaging solution, with design, production, and distribution all handled from one location. Rex has 170 employees offer services in pharmaceutical, healthcare, cosmetics, personal care, food & beverage and apparel markets. About Cenveo Inc. Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE: CVO) -- http://www.cenveo.com/-- provides its customers with low-cost solutions within its core businesses of commercial printing and packaging, envelope, form, and label manufacturing, and publisher services; offering one-stop services from design through fulfillment. With 10,000 employees worldwide, Cenveo delivers everyday for its customers through a network of production, fulfillment, content management, and distribution facilities. * * * As reported in the Troubled Company Reporter on Dec. 10, 2007, Standard & Poor's Ratings Services raised its ratings on Cenveo Inc. The corporate credit rating was raised to 'BB-' from 'B+'. The rating outlook is stable. CENVEO INC: Elects Gerald S. Armstrong to Board of Directors ------------------------------------------------------------ Cenveo Inc. appointed Gerald S. Armstrong to the company's board of directors effective December 31. Mr. Armstrong is presently an executive vice president of EarthWater Global LLC, an exploration company. Mr. Armstrong is also a managing director of Arena Capital Partners LLC, a private investment firm. Mr. Armstrong served as president and chief operating officer of PACE Industries Inc., a holding company formed at the end of 1983 to effect the purchase, through a $1.7 billion leveraged buyout arranged by KKR with Merrill Lynch Capital Partners, of the manufacturing and printing assets of City Investing Company, including Rheem Manufacturing Co., World Color Press, Inc., UARCO, Inc. and Hayes International, Inc. The company also disclosed that effective December 31, Robert Kittel is no longer a director of the company due to increasing demands on his time and the expanded role he has assumed at Goodwood Inc. "I am extremely pleased to disclose the appointment of Jerry Armstrong as a director of the company," Robert G. Burton, Sr., chairman and chief executive officer of Cenveo Inc. stated. "I have known him since 1991 and couldn't think of a better fit. He brings with him great experience in the printing sector with close to 25 years of knowledge and hands-on experience, including working with me at World Color during the turnaround efforts at that company. Jerry will bring an important industry perspective to the board, and I want to personally welcome him to the team. Commenting on Mr. Kittel's resignation, Mr. Burton said, "Rob played a pivotal role in helping our team assume leadership and control of Cenveo as well as in bringing strong financial acumen to the board. Rob informed me that he wanted to spend 100% of his time focusing on his full time job at Goodwood Inc., which has grown substantially since our arrival at Cenveo, and I support his decision. On behalf of the entire Board, I want to thank Rob for his hard work, and look forward to continuing to work with him and the Goodwood team as they remain a large shareholder." About Cenveo Inc. Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE: CVO) -- http://www.cenveo.com/-- provides its customers with low-cost solutions within its core businesses of commercial printing and packaging, envelope, form, and label manufacturing, and publisher services; offering one-stop services from design through fulfillment. With 10,000 employees worldwide, Cenveo delivers everyday for its customers through a network of production, fulfillment, content management, and distribution facilities. * * * As reported in the Troubled Company Reporter on Dec. 10, 2007, Standard & Poor's Ratings Services raised its ratings on Cenveo Inc. The corporate credit rating was raised to 'BB-' from 'B+'. The rating outlook is stable. COMMSCOPE INC: Completes $2.65BB Buyout Deal with Andrew Corp. -------------------------------------------------------------- CommScope Inc. has completed its acquisition of Andrew Corporation for a total purchase price of approximately $2.65 billion. Andrew will become a wholly owned subsidiary of CommScope. "We are delighted with the closing of the Andrew transaction, which marks a new chapter in the history of our company," said Frank M. Drendel, chairman and chief executive officer of CommScope. "We believe this combination will further enhance CommScope's position as a worldwide leader in 'last mile' solutions." "Combining our innovative technologies, premier brands and a top- tier customer base, we expect to expand our global service model and create an enhanced offering of communications infrastructure solutions that addresses a broader spectrum of customer needs," Mr. Drendel added. "With this acquisition, we are advancing CommScope's stated global 'last mile' strategy while creating important cost reduction and growth opportunities that we believe will drive increased shareholder value." "We look forward to working with Andrew's talented team to quickly and smoothly integrate their operations into CommScope," Mr. Drendel continued. "As we continue to invest in the combined business for profitable growth, the talented and dedicated employees of both Andrew and CommScope will continue to play a critical role in the success of the combined company. CommScope is a proven and successful integrator of strategic transactions and we expect to begin realizing the benefits of this combination immediately and enjoy them fully over the next few years." Andrew stockholders will receive, for each Andrew share, $13.50 in cash and 0.031543 shares of CommScope common stock. This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $1.50 by $47.554, which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on Dec. 24, 2007. Financing and Interest Rate Swap CommScope funded the transaction through a combination of senior secured credit facilities and available cash on hand. The $2.5 billion senior secured credit facilities consist of: -- a $1.35 billion seven-year senior secured term loan facility with an interest rate of London Interbank Offered Rate plus 250 basis points; -- a $750 million six-year senior secured term loan facility with an initial interest rate of LIBOR plus 225 basis points; and -- a $400 million six-year senior secured revolving credit facility with an initial interest rate of LIBOR plus 225 basis points. These debt commitments provide for a weighted average initial, variable interest rate of LIBOR plus approximately 241 basis points on the senior secured term loans. At closing, no funds had been borrowed from the revolving credit facility. CommScope also has entered into an interest rate swap in order to fix the LIBOR interest rate for an initial $1.5 billion of the overall credit facility. Through this swap CommScope fixed these amounts at a LIBOR rate of 4.07750%: -- $1.5 billion from Dec. 27, 2007 through Dec. 31, 2008; -- $1.3 billion from Jan. 1, 2009 through Dec. 31, 2009; -- $1.0 billion from Jan. 2, 2010 through Dec. 31, 2010; and -- $400 million from Jan. 1, 2011 through Dec. 31, 2011. Banc of America Securities LLC acted as financial advisor to CommScope in connection with this acquisition and Duff & Phelps LLC provided a fairness opinion to CommScope. Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside legal counsel. Citi acted as the primary financial advisor to Andrew, and Merrill Lynch provided a fairness opinion. Mayer Brown LLP acted as Andrew's primary outside legal counsel. Banc of America Securities LLC and Wachovia Capital Markets, LLC acted as Joint Lead Arrangers and Joint Bookrunners in connection with the credit facilities. About Andrew Corporation Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures and delivers innovative and essential equipment and solutions for the communications infrastructure market. Founded in 1937, the company serves operators and original equipment manufacturers from facilities in 35 countries. About CommScope Inc. Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) -- http://www.commscope.com/-- is into infrastructure solutions for communication networks. CommScope's structured cabling systems for business enterprise applications includes SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands. It is also the manufacturer of coaxial cable for hybrid fiber coaxial applications. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Standard & Poor's Ratings Services affirmed its ratings on CommScope Inc. and Andrew Corp. and removed them from CreditWatch, where they were placed on June 27, 2007, with negative implications. S&P also affirmed the 'BB-' corporate credit and 'B' subordinated debt ratings for both companies. The outlook is stable. COMMUNITY GENERAL: Moody's Holds Ba3 Rating on $8.5 Mil. Bonds -------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 rating on $8.5 million of bonds issued by Community-General Hospital of Greater Syracuse through the Onondaga County Industrial Development Authority. The outlook revision to stable from negative reflects Moody's expectation that operating performance will improve and liquidity will stabilize in fiscal year 2008. Legal Security: Bonds are secured by a pledge of gross receipts of the hospital. Interest Rate Derivatives: None Strengths * Modest amount of absolute debt ($12.8 million, of which $8.6 million rated) and good cash-to-debt coverage of 99.5% despite a decline in liquidity due to pay down of the Series 1993A debt; * Pursuing NY Berger Commission recommendation to close its 50- bed Skilled Nursing Facility and will receive a grant under the HEAL NY Program to convert the vacated SNF space into an acute care unit of private medical/ surgical rooms. The Commission's recommendations affected licensed long term care beds of CGH and the neighboring Van Duyn nursing home but did not change CGH's licensed acute care bed capacity; * Inpatient volumes relatively flat through nine months of fiscal year 2007 over the same period in FY 2006, but total surgeries are up 5.4% mainly driven by growth of the orthopedic service line; * Growing orthopedic service line that is starting to create leverage with vendors for improved rates; * Relatively large medical staff of 330 physicians, primarily private attendings. Challenges * Unrestricted cash balances declined by $4.9 million to a low $12.7 million (39.3 days cash on hand) through ten months of FY 2007 due to a required $8.6 million pension plan contribution; * Continued decline in operating cash flow through ten months of FY 2007 over the same period last year (20% decline); possible financial covenant violations by year-end 2007; * Competitive four-hospital market where CGH represents the smallest provider with a 14% market share; * Weak demographics in greater Syracuse market, characterized by population declines, high unemployment and low wealth indices. Difficulty in recruiting nurses particularly in the emergency and operating rooms, which is reflected in higher than optimal use of agency personnel and growth in expenses; * History of weak operating performance with large operating losses recorded in FY 2006 and YTD 2007. Recent Developments/Results Since Moody's last report, CGH has made progress on its campus master plan. The Berger Commission did not recommend that CGH merge or take over the Van Duyn nursing home, the County's financially troubled 526-bed nursing home, which shares a common campus with CGH and will continue to hold separate licenses and operate independently. Instead, a CGH dominated planning company will be created that will coordinate the creation of a master facility plan for the campus and help develop operational synergies. In addition, CGH will be closing its 50-bed Skilled Nursing Facility, which is expected to be completed by the middle of January 2008. CGH will receive an award under the Health Care Efficiency and Affordability Law for New Yorkers Grant Program up to $12.8 million from the County to cover CGH and County costs associated with the Commission recommendations, including up to: $2.2 million for organizational costs and planning activities; $1.1 million for costs associated with the closure of the CGH 50 bed SNF; $2 million for the Van Duyn redesign and retrofit project; $6.0 million to convert the vacated CGH SNF space into an acute care unit of private medical/surgical rooms; and $1.6 million for other potential unit renovations at CGH. Planning for construction is expected to start in January 2008 and be completed in three years. Operating performance in FY 2007 was relatively consistent compared to FY 2006 which recorded a large operating loss after generating break-even performance for the prior three years. Through the first ten months of 2007, CGH had an operating loss of $2.4 million (-2.4% operating margin and 2.0% operating cash flow margin) compared to an operating loss of $2.2 million (-2.3% operating margin and 2.7% operating cash flow margin) during the same time period last year. Despite a 6% growth in revenues attributed to growth in the orthopedic service line, CGH's YTD 2007 deficit is due to a 6.7% growth in expenses, largely due to increases in supplies, bad debt, professional and physician fees. Supplies grew 24% mainly due to the growth in the orthopedic service line. Management is focusing on improved per-unit costs with vendors now that volumes for that service have created critical mass for purchasing. The growth in bad debt was not attributable to any particular trend but management continues to focus on improving the collection cycle. The rise in professional and physician fees was attributed to: 1)reliance on agency labor in difficult areas of recruitment, although management has since been able to fill many of those positions; 2)turnover in various management positions including chief medical officer, chief nursing officer, and operating room director, necessitating the usage of interim personnel; and 3)start up costs associated with the hiring of new obstetrics house officers. In FY 2008, expenses are expected to decline with the closure of the SNF and as expenses associated with supplies and staffing are addressed. On the revenue side, management expects continued growth in orthopedics, cardiology, and oncology service lines, driving operating performance back to near break-even levels with an operating margin of -0.4% ($494 thousand operating deficit). Various initiatives are currently underway, including improved throughput through the operating room and restructuring of hospital based physicians and management that are hoped will materialize in significant improvement in operating performance in FY 2009. CGH's liquidity position continues to be a key credit concern. Unrestricted cash balances through ten months of FY 2007 has declined to $12.7 million (39.3 days) from $17.2 million (57.9 days) at fiscal year end 2006 mainly due to the $8.6 million pension contribution. According to management, FY 2007 was the last "catch up" year and the pension contribution is expected to stabilize at about $3.5 million in FY 2008. Despite the decline in liquidity, CGH's other liquidity measures including cash to debt has remained above median levels due to the decline in total debt outstanding. Management repaid its Series 1993A bonds during 2007 and total debt has declined to $12.7 million from $17.6 million. As a result of the decline in debt outstanding, maximum annual debt service has also declined, leading to a slight improvement in MADS coverage to 1.04 times from .71 times. However, management has indicated that CGH may fall short of passing its rate covenant and will need to receive a waiver for missing this test. Outlook Moody's stable outlook reflects its expectation of improved operating performance and stabilized liquidity position in FY 2008. What could change the rating - Up Increase in liquidity and operating performance to the levels experienced during 2003 to 2005. What could change the rating - Down Further decline in operating performance and liquidity; additional debt. Key Indicators Assumptions & Adjustments: -- Based on financial statements Community General Hospital of Greater Syracuse; -- First number reflects audit year ended Dec. 31, 2006; -- Second number reflects annualized 10-month financial statements ended Oct. 31, 2007; -- Investment returns normalized at 6% unless otherwise noted. Inpatient admissions: 9,355; 9,265 Total operating revenues: $112.9 million; $119.8 million Moody's-adjusted net revenue available for debt service: $3.9 million; $2.4 million Total debt outstanding: $17.2 million; $12.8 million Maximum annual debt service (MADS): $5.5 million; $3.0 million MADS Coverage with reported investment income: 0.72 times; 1.39 times Moody's-adjusted MADS Coverage with normalized investment income: 0.71 times; 1.04 times Debt-to-cash flow: 5.98 times; 5.34 times Days cash on hand: 57.9 days; 39.3 days Cash-to-debt: 102.4%; 99.5% Operating margin: -2.4%; -2.4% Operating cash flow margin: 2.5%; 2.0% Outstanding Bonds (as of Oct. 31, 2007): -- Series 1993B: $7.3 million outstanding; Ba3 -- Series 1998: $1.2 million outstanding; Ba3 CONSECO HOME: Fitch Cuts Rating on Class B-2 Certs. to B- from B+ ----------------------------------------------------------------- Fitch Ratings has taken rating action on these Conseco Home Equity transaction: Conseco Home Equity 2002-B -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 downgraded to 'B-/DR1' from 'B+'. The affirmations, affecting approximately $26.5 million of the outstanding certificates, reflect a stable relationship between credit enhancement and expected loss. The downgrade, affecting approximately $2 million of the outstanding certificate, is taken as a result of a deteriorating relationship between CE and expected loss. The collateral of the above transaction consists of fixed- and adjustable-rate, closed-end mortgage loans secured by first or second liens on one- to four-family residential properties. The pool factor of the above transaction is 12%. In addition, the above transaction is 67 months seasoned. The projected loss that Fitch expects on the remaining collateral balance is 3.57%. As of the November 2007 distribution date, delinquencies are 6.98%, with losses to date of 5.61%. CONSOLIDATED COMMS: Paying Quarterly Dividend on February 1 ----------------------------------------------------------- Consolidated Communications Holdings, Inc.'s board of directors has declared a quarterly dividend of $0.38738 per share on the company's common stock. The dividend is payable on Feb. 1, 2008 to stockholders of record at the close of business on Jan. 15, 2008. Based in Mattoon, Illinois, Consolidated Communications Holdings, Inc. -- http://www.consolidated.com/-- is a rural local exchange company providing voice, data and video services to residential and business customers in Illinois and Texas. Each of the operating companies has been operating in their local markets for over 100 years. With approximately 241,000 local access lines and over 43,000 digital subscriber lines, the Company offers a wide range of telecommunications services, including local and long distance service, custom calling features, private line services, dial-up and high-speed Internet access, digital TV, carrier access services, and directory publishing. Consolidated Communications is the 17th largest local telephone company in the United States. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Moody's Investors Service affirmed the B1 corporate family rating for Consolidated Communications Holdings Inc. and assigned a B1 rating to the proposed $950 million senior secured credit facilities at the company's direct subsidiaries, Consolidated Communications Acquisition Texas Inc., Consolidated Communications Inc., and Fort Pitt Acquisition Sub Inc. Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Consolidated Communications Holdings Inc. and the 'BB' rating on the company's existing bank loan. The outlook is negative. COOPER COS: Sets March 18 Annual Meeting of Stockholders -------------------------------------------------------- The Cooper Companies Inc. will hold its next annual meeting of stockholders on March 18, 2008, at 10:00 a.m., at the offices of Latham & Watkins in New York City. Stockholders of record as of the close of business on Feb. 4, 2008 will be eligible to vote on matters presented in the company's proxy statement, including electing its slate of directors. The company plans to mail its proxy statement on or about Feb. 11, 2008. With corporate offices in Lake Forest and Pleasanton, California, The Cooper Companies, Inc. -- http://www.coopercos.com/-- (NYSE:COO) manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. CooperVision -- http://www.coopervision.com/-- manufactures and markets contact lenses and ophthalmic surgery products. Headquartered in Lake Forest, Calif., it has manufacturing operations in Albuquerque, New Mexico, Juana Diaz, Puerto Rico, Norfolk, Virginia, Rochester, New York, Adelaide, Australia, Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid, Spain and Toronto. CooperSurgical -- http://www.coopersurgical.com/-- manufactures and markets diagnostic products, surgical instruments and accessories to the women's healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Pasadena, Calif., North Normandy, Illinois, Fort Atkinson, Wisconsin, Montreal and Berlin. Proclear(R) and Biomedics(R) are registered trademarks and Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper Companies, Inc., and its subsidiaries or affiliates. * * * As reported in the Troubled Company Reporter on Oct. 18, 2007, Moody's Investors Service revised Cooper Companies Inc.'s ratings outlook to negative from stable. Additionally, Moody's downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. Concurrently, Moody's affirmed the company's Ba3 corporate family rating, Ba3 probability of default rating and Ba3 rating on the $350 million senior unsecured notes due 2015. COUNTRYWIDE: Fitch Takes Rating Actions on Various Transactions --------------------------------------------------------------- Fitch Ratings has taken rating actions on these Countrywide transactions: CWMBS 2004-1 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-3 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 downgraded to 'C/DR4' from 'CC/DR4'. CWMBS 2004-4 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-5 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-6 -- Class A affirmed at 'AAA'. CWMBS 2004-8 -- Class 1-A-1 affirmed at 'AAA'; -- Class 1-A-2 affirmed at 'AAA'; -- Class 1-A-3 affirmed at 'AAA' and removed from Rating Watch Negative; -- Class 1-A-4 affirmed at 'AAA'; -- Class 1-A-5 affirmed at 'AAA'; -- Class 1-A-6 affirmed at 'AAA'; -- Class 1-A-7 affirmed at 'AAA' and removed from Rating Watch Negative; -- Class 1-A-8 affirmed at 'AAA'; -- Class 1-A-9 affirmed at 'AAA'; -- Class 1-A-10 affirmed at 'AAA'; -- Class 1-A-11 affirmed at 'AAA'; -- Class 1-A-12 affirmed at 'AAA'; -- Class 1-A-13 affirmed at 'AAA'; -- Class 2-A-1 affirmed at 'AAA'; -- Class PO affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 downgraded to 'BB-' from 'BB'; -- Class B-4 downgraded to 'CCC/DR2' from 'B'. CWMBS 2004-9 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 rated 'B', placed on Rating Watch Negative. CWMBS 2004-10 -- Class A affirmed at 'AAA'. CWMBS 2004-13 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-18 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA+'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-19 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-21 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-24 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J1 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J2 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J3 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 downgraded to 'B' from 'BB-'; -- Class B-4 affirmed at 'C/DR5'. CWMBS 2004-J4 Groups 1 & 2 -- Class A affirmed at 'AAA'; -- Class C-M affirmed at 'AA'; -- Class C-B-1 affirmed at 'A'; -- Class C-B-2 affirmed at 'BBB'; -- Class C-B-3 affirmed at 'BB'; -- Class C-B-4 affirmed at 'B'. CWMBS 2004-J4 Group 3 -- Class A affirmed at 'AAA'; -- Class 3-M affirmed at 'AA'; -- Class 3-B-1 affirmed at 'A'; -- Class 3-B-2 affirmed at 'BBB'; -- Class 3-B-3 affirmed at 'BB'; -- Class 3-B-4 affirmed at 'B'. CWMBS 2004-J5 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J6 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J7 -- Class A affirmed at 'AAA'. CWMBS 2004-J8 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 affirmed at 'B'. CWMBS 2004-J9 -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 affirmed at 'BB'; -- Class B-4 rated 'B', placed on Rating Watch Negative. The collateral of the above transactions primarily consists of 30- and 15-year fixed-rate mortgage loans extended to prime borrowers and are secured by first liens, primarily on one- to four-family residential properties. As of the November 2007 distribution date, the above transactions are seasoned from 36 (series 2004-J9) to 46 (series 2004-1) months. The pool factors range from 36% (series 2004-1) to 71% (series 2004-J5). Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch) is the master servicer for all of the above transactions. The affirmations, affecting approximately $4.39 billion of outstanding certificates, reflect a stable relationship between credit enhancement and future loss expectations. The downgrades, affecting approximately $3.33 million in outstanding certificates, and classes placed on Rating Watch Negative, affecting approximately $918,660 of outstanding certificates, reflect deterioration in the relationship between CE and loss expectation. Classes 1A3 and 1A7 of trust CWMBS 2004-8 benefit from a financial guaranty provided by XL Capital Assurance Inc, a subsidiary of Security Capital Assurance Ltd. Fitch placed the 'AAA' Insurer Financial Strength rating of SCA and its subsidiaries on Rating Watch Negative on Dec. 12 following the rating agency's updated assessment of SCA's current exposure to RMBS, SF CDOs backed by subprime mortgage collateral and CDO-squared transactions. As a result, classes 1A3 and 1A7 were placed on Rating Watch Negative. However, Fitch has subsequently determined that the classes have sufficient additional credit enhancement to maintain their 'AAA' rating without the financial guaranty. The ratings for classes 1A3 and 1A7 are affirmed and removed from rating watch. CSFB MORTGAGE: Moody's Cuts Ratings on 16 Certificate Classes ------------------------------------------------------------- Moody's Investors Service has downgraded ratings of sixteen tranches and has upgraded rating of one tranche issued by CSFB Mortgage-Backed Pass-Through Certificates in 2004. The underlying collateral of the affected tranches consists of Alt-A, first-lien, adjustable rate mortgage loans. The actions are based on the analysis of the current credit enhancement levels provided by excess spread, overcollateralization, and subordinate classes relative to the expected loss. Complete rating action is are: Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR1 -- Cl. VI-M-2, downgraded from A2 to Ba1 -- Cl. C-B-4, downgraded from Ba1 to B3 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR2 -- Cl. VI-M-3, downgraded from A3 to Ba1 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR4 -- Cl. V-M-1, downgraded from Aa2 to Baa2 -- Cl. V-M-2, downgraded from A1 to Ba1 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR5 -- Cl. 10-A-2, upgraded from Aa1 to Aaa -- Cl. 11-M-1, downgraded from Aa2 to Baa2 -- Cl. 11-M-2, downgraded from A1 to B1 -- Cl. 11-M-3, downgraded from A3 to B3 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR6 -- Cl. 9-M-1, downgraded from Aa2 to Baa2 -- Cl. 9-M-2, downgraded from A1 to Caa1 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR7 -- Cl. 6-M-1, downgraded from Aa2 to A2 -- Cl. 6-M-2, downgraded from A2 to Ba2 -- Cl. 6-M-3, downgraded from Baa2 to B1 Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series 2004-AR8 -- Cl. 8-M-1, downgraded from Aa2 to A2 -- Cl. 8-M-2, downgraded from A2 to B2 -- Cl. 8-M-3, downgraded from Baa2 to B3 CWABS INC: S&P Junks Ratings on Seven Certificate Classes --------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 11 classes of mortgage-backed securities issued by three CWABS Inc. transactions. In addition, S&P affirmed its ratings on the remaining classes from these transactions. The downgrades reflect realized losses that have exceeded monthly excess interest cash flow, thereby reducing overcollateralization (O/C). As a result, O/C for the downgraded transactions has fallen to these levels (series: O/C amount {$}; % of target; O/C target): -- 2002-4: $443,635; 19.1%; $2,320,001; -- 2003-BC2: $614,704; 24.6%; $2,500,000; and -- 2003-BC3: $857,681; 32.7%; $2,626,263. S&P's loss projections indicate that the current performance trends may further compromise credit support for the downgraded classes. The transactions with lowered ratings have sizeable loan amounts that are severely delinquent (90-plus days, foreclosures, and REOs), which suggests that the unfavorable performance trends are likely to continue. The severe delinquencies relative to O/C are (series: severe delinquency amount {$}; % of current pool balance; multiple of O/C): -- 2002-4: $4.883 million; 15.1%; 11.0x; -- 2003-BC2: $3.923 million; 11.6%; 6.4x; and -- 2003-BC3: $6.643 million; 17.4%; 7.7x. As of the November 2007 remittance report, cumulative realized losses for the deals with lowered ratings were (series: realized loss {$}; % of original pool balance): -- 2002-4: $9,266,509; 2.00%; -- 2003-BC2: $5,198,526; 1.04%; and -- 2003-BC3: $9,466,198; 1.80%. The affirmations reflect both current and projected credit support percentages that meet or exceed the loss coverage levels for the current ratings. A combination of subordination, excess interest, and O/C provide credit support for these transactions. Additionally, series 2003- BC2 benefits from loan-level primary mortgage insurance policies issued by Mortgage Guaranty Insurance Corp. and Radian Guaranty Inc. on loans with original loan-to-value ratios exceeding 85%. The trust acquired these mortgage insurance policies to cover losses down to 60% of the value of the related mortgage property. The underlying collateral for the transactions is mostly fixed- and adjustable-rate, 30-year mortgages on one- to four-family homes. Ratings Lowered CWABS Inc. Asset-backed certificates Rating ------ Series Class To From ------ ----- -- ---- 2002-4 M-2 B BBB 2002-4 B-1 CCC B- 2003-BC2 M-2 B BB 2003-BC2 M-3 CCC B 2003-BC2 B-1 CCC B 2003-BC3 M-1 BBB AA+ 2003-BC3 M-2 BB- AA 2003-BC3 M-3 CCC BBB 2003-BC3 M-4 CCC BB 2003-BC3 M-5 CCC BB 2003-BC3 M-6 CCC BB- Ratings Affirmed CWABS Inc. Asset-backed certificates Series Class Rating ------ ----- ------ 2002-4 A-1 AAA 2002-4 M-1 AA 2002-4 B-2 CCC 2003-BC2 2-A-1 AAA 2003-BC2 M-1 AA+ 2003-BC3 A-2 AAA DAVID CRAIG: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: David Lyn Craig 1412 US Highway 167 Abbeville, LA 70510 Bankruptcy Case No.: 07-51519 Chapter 11 Petition Date: December 21, 2007 Court: Western District of Louisiana (Lafayette/Opelousas) Judge: Robert Summerhays Debtor's Counsel: D. Patrick Keating, Esq. P.O. Box 61550 Lafayette, LA 70596 Tel: (337) 984-8020 Fax: (337) 984-7011 Total Assets: $355,680 Total Debts: $6,184,780 Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bibby Financial Services $2,800,000 1901 South Congress Avenue Suite 150 Boynton Beach, FL 33426 Gulf South Oilfield Rentals c/o Rush, Rush & Calogero $1,500,000 P.O. Box 53713 Lafayette, LA 70505 Omni Source $508,000 c/o Richard Aguilar 643 Magazine Street New Orleans, LA 70130 Jo-De Equipment $277,130 104 Darcey Street New Iberia, LA 70560 Regions bank Family home $270,000 P.O. Box 70527 Location: 1412 US ($350,000 Charlotte, NC 28272 Highway 167, secured) Abbeville, LA ($325,000 senior lien) Nathan Sims .25 Acre lot in Buras, $120,000 LA (Condo destroyed ($1,500 by Hurricane Katrina (secured) Chad Alleman Trucking $74,000 American Mat & Timber $64,000 Upstream Equipment $54,000 Gulf South Scaffolding $48,000 A&B Valve and Pumping Systems $47,000 Safety Safcon $41,000 Dolphin Compactors & Equipment $13,000 FCI $8,420 NES Rental $7,500 Boss Equipment Rental $7,350 AIMS $4,000 Industrial Hoist $2,650 B & H Air Tools $2,350 L & L Crane Service $2,200 DELTA PETROLEUM: Inks $684 Million Investment Deal With Tracinda ---------------------------------------------------------------- Delta Petroleum Corporation has signed a strategic financing agreement with Tracinda Corporation, a private investment corporation wholly owned by Kirk Kerkorian. Under the agreement, Tracinda will invest $684 million to acquire common stock from the Company at $19.00 per share, which represents a 23 percent premium to the price at the market close as of Dec. 28, 2007 and a 26 percent premium to Delta's 30 day trading average. The transaction will allow Delta Petroleum to accelerate development drilling activities in its core areas, including the Piceance and Paradox Basins. Additional pipeline expansion projects in the Piceance Basin will support Delta's anticipated increased production and reserve growth generated by an accelerated drilling program. Recently announced successes in the Greentown area of the Paradox Basin also justify an accelerated drilling program to exploit Delta's large acreage position. The transaction will also provide Delta significant financial flexibility to fund its long-term drilling programs and allow for increased acquisition activity, consistent with Delta's strategy to pursue complementary acreage and working interest acquisitions in the Company's core areas. Roger Parker, Chairman and CEO of Delta, said, "We are very pleased to have Tracinda Corporation as an investor and strategic partner in Delta. This transaction will provide the means to significantly increase the present value of our vast resource potential. The additional capital provides Delta the financial flexibility and wherewithal to grow the Company to new levels. We are very enthusiastic about the future for Delta." Tracinda Corporation said, "We are very pleased to enter into this long-term partnership with Delta Petroleum and its highly regarded management team. Under Roger's leadership, Delta Petroleum has become a very important company in the industry, with valuable resource plays, a strong asset base and well-positioned exploration projects that we believe hold significant growth potential. Our investment will provide the company with the capital to accelerate its exploration activities, while giving Tracinda and all Delta Petroleum shareholders the ability to realize value from its growth going forward." Tracinda Transaction Under the agreement, which the Delta board of directors has unanimously approved, Tracinda has agreed to purchase 36 million primary shares of Delta common stock for $19.00 per share. This investment represents approximately 35 percent ownership for Tracinda on a fully-diluted basis. Tracinda will have the right to nominate members to Delta's board of directors on a pro rata basis reflecting its share ownership, which will initially be one-third of Delta's board of directors. The transaction is subject to a 30-day due diligence period and will be submitted to Delta stockholders for approval at a meeting planned for February 2008. Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. represented Delta in this transaction. Brownstein Hyatt Farber Schreck and Davis Graham & Stubbs LLP acted as legal counsel to Delta. Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP acted as legal counsel to Tracinda in the transaction. About Tracinda Corporation Tracinda is a privately held Nevada corporation wholly owned by Kirk Kerkorian. Tracinda's principal business is buying, selling and holding selected equity securities. Mr. Kerkorian has served as Chief Executive Officer, President and sole director and stockholder of Tracinda for more than the past five years. About Delta Petroleum Corporation Headquartered in Denver, Colorado, Delta Petroleum Corporation (NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas exploration and development company. The company's core areas of operations are the Gulf Coast and Rocky Mountain Regions, which comprise the majority of its proved reserves, production and long- term growth prospects. * * * In September 2006, Moody's Investor Services placed Delta Petroleum Corp.'s probability of default rating at 'Caa1'. In March 2005, Standard & Poor's assigned a 'B-' rating on the company's long term foreign and local issuer credit. Both ratings still hold to date. DUKE FUNDING: Moody's Reviews Ba3 Rating on $118.75 Mil. Notes -------------------------------------------------------------- Moody's Investors Service placed these notes issued by Duke Funding IX, Ltd. on review for possible downgrade: Class Description: $10,000,000 Class A3F Secured Deferrable Interest Fixed Rate Notes due March 9, 2045 -- Prior Rating: A2 -- Current Rating: A2, on review for possible downgrade Class Description: $165,000,000 Class A3V Secured Deferrable Interest Floating Rate Notes due March 9, 2045 -- Prior Rating: A2 -- Current Rating: A2, on review for possible downgrade Class Description: $87,500,000 Class B Mezzanine Deferrable Interest Floating Rate Notes due March 9, 2045 -- Prior Rating: Baa2 -- Current Rating: Baa2, on review for possible downgrade Class Description: $118,750,000 Subordinated Notes due March 9, 2045 -- Prior Rating: Ba3 -- Current Rating: Ba3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. EARTHFIRST TECH: Sept. 30 Balance Sheet Upside-Down by $11.3 Mil. ----------------------------------------------------------------- Earthfirst Technologies Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $11.2 million in total assets and $22.5 million in total liabilities, resulting in a $11.3 million total stockholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $6.4 million in total current assets available to pay $17.5 million in total current liabilities. The company reported a net loss of $8.0 million on revenue of $3.9 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $4.0 million on revenue of $8.7 million in the same period last year. Substantially all revenues are generated from contracting and subcontracting services. Gross profit is negative for the three month period ending Sept. 30, 2007, in the amount of $343,383, as compared to a negative gross profit in the amount of $349,107 for the three month period ending Sept. 30, 2006. Selling, general and administrative expenses for the three-month period ending Sept. 30, 2007, decreased from $2.9 million to $1.9 million in the current period, or a decrease of approximately 33% compared to the three-month period ending Sept. 30, 2006. The company recorded an impairment of goodwill for the three-month period ending Sept. 30, 2007, in the amount of $6,000,000 which represents the remaining balance of goodwill that had been carried on the balance sheet pertaining to the acquisition of Electric Machinery Enterprises Inc. in 2004. Due to the substantial doubt associated with the electric contracting segment, the company has elected to reflect this charge during the current quarter. Research and development expenses for the three month ended Sept. 30, 2007,decreased from $400,509 to $91,697. This is due to a decrease in expenses relative to the current development efforts in both the solid waste and bio fuels segments. Loss from operations increased by $4.8 million from a loss for the three months ended Sept. 30, 2006, of $3.6 million to a loss of $8.4 million for the three months ended Sept. 30, 2007. These increased losses are primarily due to the impairment of goodwill. Loss from operations exclusive of this impairment charge would have been $2.4 million for the three months ended Sept. 30, 2007. Derivative gain increased from a gain of $279,280 for the three month period ended Sept. 30, 2006, to a gain of $562,970 for the three month period ended Sept. 30, 2007. The derivative gain is associated with the company's Laurus credit facility and fluctuations occur normally in the fair value adjustment of the derivatives each reporting period, which result primarily from fluctuations in the company's stock price. Interest expense decreased from $738,729 for the three month period ended Sept. 30, 2006, to $268,604 for the three months ended Sept. 30, 2007. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?26aa Going Concern Doubt As reported in the Troubled Company Reporter on May 24, 2007, Aidman, Piser & Company P.A., in Tampa, Florida, expressed substantial doubt about EarthFirst Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006 and 2005. The auditing firm pointed to the company's significant losses and negative operating cash flows during the years ended Dec. 31, 2006, and 2005, working capital deficiency at Dec. 31, 2006, and expectations that additional capital will be required in order to continue operations in 2007. The company continues to experience cash flow difficulties and is delinquent on payment of many of its trade creditors, its secured convertible notes and a $100,000 unsecured note payable. About EarthFirst Technologies Headquartered in Tampa, Florida, EarthFirst Technologies Inc. -- (OTC BB: EFTI) -- http://www.earthfirsttech.com/ -- is a specialized holding company engaged in researching, developing and commercializing technologies for the production of alternative fuel sources and the destruction and/or remediation of liquid and solid wastes, and in supplying electrical contracting services to commercial and government customers internationally. EL PASO: Selling 25.5% Ruby Pipe Stake to PG&E Corp. for $2 Bil. ---------------------------------------------------------------- El Paso Corporation agreed to sell its 25.5% interest in El Paso's Ruby Pipeline project to PG&E Corporation. Capital expenditures for the project are expected to total approximately $2 billion. Ruby Pipeline project is a proposed 680-mile, 42-inch natural gas transmission pipeline that would begin at the Opal Hub in Wyoming and terminate at the Malin, Oregon, interconnect, near California's northern border. The Ruby Pipeline will have an initial capacity of 1.2 billion cubic feet per day (Bcf/d) and is expandable to 2 Bcf/d. It will connect Rocky Mountain natural gas producers with one of the most attractive natural gas demand regions in the country and provide natural gas users in northern California, Nevada, and the Pacific Northwest with competitively priced natural gas from the nation's most important supply growth region. Subject to Federal Energy Regulatory Commission and other regulatory approvals, approvals of respective companies' boards of directors, and after obtaining necessary customer commitments, the Ruby Pipeline is anticipated to be in service in the first quarter of 2011. "PG&E's participation in the Ruby Pipeline project underscores the importance of this critical infrastructure project in transporting increasing supplies of natural gas from the Rockies to key consuming markets," Jim Cleary, president of El Paso's Western Pipeline Group, said. "We are excited to have PG&E as a partner in this project as we work to meet the future infrastructure needs of the western states." "We are delighted at the prospect of partnering with El Paso to help develop the Ruby Pipeline natural gas project," Richard Rollo, vice president-Strategic Development and Business Integration for PG&E Corporation, said. "The Ruby Pipeline will provide reliable access to supplies of Rocky Mountain gas necessary to meet the growing demand of markets in the western United States." In early December, El Paso disclosed that it is planning to partner in the project with Bear Energy LP, a subsidiary of The Bear Stearns Companies Inc. and partnering discussions include Bear Energy becoming an initial shipper on the pipeline. El Paso is also in discussions with other prospective shippers and will disclose a formal open season shortly. About PG&E Corporation Headquartered in San Francisco, California, PG&E Corporation (NYSE:PCG) -- http://www.pgecorp.com/-- is an energy-based holding company. The company's operations include electric and gas distribution, natural gas and electric transmission, and electric generation. It is the parent company of Pacific Gas and Electric Company. About El Paso Corporation Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) -- http://www.elpaso.com/-- is an energy company that provides natural gas and related energy products. The company owns North America's interstate pipeline system, which has approximately 55,500 miles of pipe. It also owns approximately 470 billion cubic feet of storage capacity and a liquefied natural gas import facility with 806 million cubic feet of daily base load send out capacity. El Paso's exploration and production business is focused on the exploration for and the acquisition, development and production of natural gas, oil and natural gas liquids in the United States, Brazil and Egypt. It operates in three business segments: Pipelines, Exploration and Production and Marketing. It also has a Power segment, which holds its remaining interests in international power plants in Brazil, Asia and Central America. Southern Natural Gas Company's business consists of the interstate transportation and storage of natural gas and LNG terminalling operations. Colorado Interstate Gas Company's business consists of the interstate transportation, storage and processing of natural gas. * * * As reported in the Troubled Company Reporter on Nov. 20, 2007, Standard & Poor's Ratings Services affirmed its 'BB' corporate credit ratings on El Paso Corp. and subsidiaries. The outlook remains positive. EVEN CONSTRUTORA: Fitch Assigns 'B+' Foreign and Local IDRs ----------------------------------------------------------- Fitch Ratings has assigned 'B+' foreign and local currency Issuer Default Ratings to Even Construtora e Incorporadora S.A. In addition, Fitch has assigned Even a national long-term debt rating of 'A-(bra)', which also applies to its first debenture issuance program in the amount of BRL500 million due 2013. The proceeds of this issuance will be used for land acquisition, new project development and working capital needs. The Rating Outlook for all the ratings is Stable. Even's ratings reflect the company's currently small but rapidly growing market position and operations, and moderate financial position. Even has an ambitious expansion plan in the highly competitive Brazilian homebuilding sector. The homebuilding sector is undergoing strong growth and is dependent on the availability of long-term credit lines and is linked to the performance of the Brazilian economy, which add to business risk. The ratings are supported by an adequate capital structure and a strong cash position related to the IPO in May 2007 and capital injection in April 2006. Low leverage and solid liquidity are expected to enable Even to expand and strengthen its business and cash generation going forward, diversify its geographic business area, maintaining leverage at a manageable level for the risks connected with its business. The residential real estate sector in Brazil has experienced significant growth. The balance of funds allocated to the housing sector evolved 45%, from BRL28.1 billion to BRL40.7 billion, between end 2005 and September 2007, according to the statistics of the Brazilian Central Bank. The improvement in the country's economic fundamentals has resulted in increases in per capita income, lower interest rates and more flexible financing conditions to consumers. These factors, coupled with greater legal protection for the rights of real estate creditors, have influenced the availability of real estate credit in Brazil positively, attracted new lenders, and allowed consumers to purchase homes. The homebuilding industry is cyclical as the tight correlation between sector fundamentals and the local economy indicates that an economic slowdown would be accompanied by lower sales volumes, and increased delinquencies leading to tighter credit in the system, which would affect the entire industry. Even's ambitious growth strategy is focused on monetizing its existing landbank and realizing its sales potential supported by the favorable trends in the homebuilding cycle, factors that can significantly increase the company's future revenues. Even is aiming to finance this growth with its high cash balances, debt issuance, and financing from Housing Financial System, without excessively increasing its indebtedness. Even's strategy is also based on geographical diversification of its business and an increase in its landbank with prospects for launching projects rapidly. At present, Even has a landbank of BRL5.7 billion (75% proprietary), which indicates a total general sales value close to BRL4.3 billion. Even's credit measures are adequate for the current rating category. Fitch expects additional debt required to fund Even's growth is expected to increase the Total Debt/EBITDA ratio from 3.3 times in September 2007 to around 3.8x in 2008 and 2009. Adjusting the debt, these ratios are expected to be below 3x and 2x, respectively. Even reported the potential sales value of its landbank to be BRL1.7 billion at the end of 2006, increasing to BRL4.3 billion at September 2007. The size of the VGV equates to sales volume sufficient for approximately two years of operations. In the last four years, its EBITDA margin has remained stable, close to 16%. Fitch expects an increase in EBITDA margins close to 20%, reflecting potential economies of scale gained from the business' expansion. Even has a robust liquidity position. At September 2007, cash and marketable securities totaled BRL326.1 million and short-term debt of BRL28.3 million. Of its total debt of BRL194.7 million, 17% was related to loans from SFH. SFH financing is repaid or liquidated by Even transferring pre-construction sales receivables to SFH after Even delivers the housing unit to the homebuyer. Even's ratings already incorporate its additional new debt issue needs and a considerable reduction in cash balances to finance the company's growth; Even's cash flow is expected to be negative through 2009. The proceeds from the BRL150 million debenture issue within a total program of BRL500 million, as well as new SFH resources, will contribute to the financing of its business expansion. Even is the result of the merger of two small companies in November 2002: ABC Construtora e Incorporadora Ltda and Terepins e Kalili Engenharia e Construcoes Ltda. In March 2006, the Spinnaker group, based in London, acquired part of the controlling block of shares, holding a 37.8% participation in Even's capital. At September 2007, the Spinnaker group had under its management $6.9 billion in funds specialized in emerging markets. In May 2007, Even raised BRL460 million through an IPO. Traditionally focused on residential projects for the middle- and upper-middle income public and commercial projects, in the past three years it has evolved from a small company to position itself among the five largest developers in the greater Sao Paulo area. FIELDSTONE MORTGAGE: Fitch Cuts Rating on Class M-8 Certs. to BB ---------------------------------------------------------------- Fitch Ratings has taken rating action on Fieldstone Mortgage Investment Trust mortgage pass-through certificate: Series 2004-3 -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'A'; -- Class M-5 affirmed at 'A-'; -- Class M-6 downgraded to 'BBB' from 'BBB+'; -- Class M-7 downgraded to 'BB' from 'BBB'; -- Class M-8 downgraded to 'B' from 'BBB'. The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect approximately $52.43 million in outstanding certificates. The downgrades reflect deterioration in the relationship between CE and expected losses, and affect approximately $35 million in outstanding certificates. The pool factor is approximately 10%, and the transaction is 40 months seasoned. The amount of loans in the 60+ delinquency buckets is approximately 39.06%, and cumulative losses are approximately 1.17%. FORT DENISON: Event of Default Cues Moody's Ratings Review ---------------------------------------------------------- Moody's Investors Service downgraded ratings of three classes of notes issued by Fort Denison Ltd. and left on review for possible further downgrade ratings of two of these classes of notes. The notes affected by the rating action are: Class Description: $60,000,000 Class A-2a Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba3, on review for possible downgrade Class Description: $80,000,000 Class A-2b Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba3, on review for possible downgrade Class Description: $41,000,000 Class B Floating Rate Notes Due 2047 -- Prior Rating: A3, on review for possible downgrade -- Current Rating: Ca The rating actions taken recently and since the Closing Date reflect severe deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee on Dec. 11, 2007, of an event of default caused by a failure of the Class A Overcollateralization Ratio to equal or exceed 100%, as required under Section 5.1(d) of the Indenture dated Feb. 14, 2007. Fort Denison Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS and ABS securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Class A Overcollateralization Ratio failed to meet the required level. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain Noteholders. Because of this uncertainty, the ratings assigned to Class A-2a and Class A-2b remain on review for possible downgrade. FOX HILLS 50: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Fox Hills 50, L.L.C. 4772 Frontier Way, Suite 400 Stockton, CA 95215 Bankruptcy Case No.: 07-14397 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Fox Hills 99, L.L.C. 07-14398 Fox Hills 216, L.L.C. 07-14399 Fox Hills Fresno Slough, L.L.C. 07-14401 Fox Hills Nursery, L.L.C. 07-14400 Chapter 11 Petition Date: December 27, 2007 Court: Eastern District of California (Fresno) Judge: W. Richard Lee Debtors' Counsel: Gustavo M. Rios, Esq. 4772 Frontier Way, Suite 400 Stockton, CA 95215 Tel: (209) 466-4433 Fox Hills 50, L.L.C.'s Financial Condition: Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor does not have any creditors who are not insiders. FREMONT HOME: Moody's Junks Rating on Class M-10 Certs. from Ba1 ---------------------------------------------------------------- Moody's Investors Service has upgraded 17 certificates, downgraded 31 certificates and confirmed ratings of 5 certificates issued in 2004 and backed by Fremont originated subprime loans. The actions are based on the analysis of the credit enhancement provided by subordination, overcollateralization and excess spread relative to the expected loss. All deals have very low pool factors and have stepped down. Seventeen classes of certificates are upgraded due to the fast pay down of the pool which led to strong build-up in credit enhancement for the most senior tranches that are still outstanding in the transactions. And the projected pipeline losses are not expected to significantly affect the credit support for these certificates. On the other hand, 31 classes of certificates are downgraded because the reduction in overcollateralization due to stepdown and higher loss severity at the tail end of the deals' life have made the bottom tranches more vulnerable to further pool deterioration. The complete rating actions are: Upgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2 from Aa3; -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3 from A1; -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1 from A2; -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa from Aa1; -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2 from Aa3; -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2; -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2; -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M2, Upgraded to Aa2 from A2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M3, Upgraded to Aa3 from A3. Downgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-6, Downgraded to Ba1 from Baa2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-7, Downgraded to B2 from Baa3; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M- 8B, Downgraded to B3 from Ba2; -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to B3 from Baa3; -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C from Ba2; -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to Ba1 from Baa3; -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to B1 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to Caa3 from Ba2; -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from Baa2; -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from Baa3; -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from Ba1; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8, Downgraded to Baa3 from Baa2; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9, Downgraded to Ba2 from Baa3; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10, Downgraded to Caa2 from Ba1. Confirm Issuer: -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8A, current rating Ba2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-2, current rating Baa2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-3, current rating Baa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-3, current rating Aa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-4, current rating A1, Confirmed. FU DP REALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: F.U. D.P. Realty Holding Corp. 822 West 60th Street Los Angeles, CA 90044 Bankruptcy Case No.: 07-22160 Type of Business: The Debtor is engaged in the real estate business. Chapter 11 Petition Date: December 27, 2007 Court: Central District Of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Naren M. Hunter, Esq. 4322 Wilshire Boulevard, Suite 200 Los Angeles, CA 90010 Tel: (323) 692-0363 Total Assets: $100,000 Total Debts: $3,000,000 The Debtor does not have any creditors who are not insiders. GENESCO INC: Court Requires Finish Line to Close Merger Deal ------------------------------------------------------------ The Chancery Court for the State of Tennessee has ordered The Finish Line, Inc. to specifically perform the terms of its Merger Agreement with Genesco Inc. As reported in the Troubled Company Reporter on Sept. 25, 2007, Genesco filed suit in Chancery Court in Nashville seeking an order requiring The Finish Line, Inc. to consummate its merger with Genesco and to enforce The Finish Line's rights against UBS under the Commitment Letter for financing the transaction. "No more delays by The Finish Line and UBS; no more reservation of rights; no more bankers' putting their pencils down," Genesco Chairman and Chief Executive Officer Hal N. Pennington said. "We want a court of competent jurisdiction to enforce our rights under the Merger Agreement and for The Finish Line and UBS to live up to their obligations." In relevant part, the Court's order states: It is therefore ORDERED that the Court declares that all conditions to the Merger Agreement have been met. The Court declares that Finish Line has breached the Merger Agreement by not closing and declares that Finish Line is not entitled to invoke the Dec. 31, 2007 termination procedures of Section 8 of the Merger Agreement. The Court ORDERS that Finish Line shall specifically perform the terms of the Merger Agreement, including that it shall close the merger pursuant to section 1.2 of the Merger Agreement, it shall use its reasonable best efforts to take all actions to consummate the merger as required by section 6.4(d) of the Merger Agreement, and it shall use its reasonable best efforts to obtain financing as per section 6.8(a) of the Merger Agreement. Excepted from the provisions of this Order and Memorandum are issues as to the solvency of the merged entity. That issue is reserved for determination by a New York Court in a lawsuit filed by UBS. "We are gratified by Chancellor Lyle's order and appreciate her detailed findings of fact and conclusions of law set forth in the 43-page Memorandum and Order," Mr. Pennington said. "I urge our shareholders to read the opinion in its entirety, a copy of which is posted on our website, http://www.genesco.com/ We look forward to working with The Finish Line to consummate the merger expeditiously. Although the Chancellor left open the issue of solvency brought by UBS in a New York lawsuit, she nevertheless noted 'from the proof presented to it, this Court concludes that the combined entity can succeed.' We agree." "Chancellor Lyle meted out justice by dismissing the baseless fraud claims made by UBS and The Finish Line; in my view, her findings confirm the integrity of our management and advisors," Mr. Pennington continued. "I appreciate the patience of our shareholders and the ongoing commitment of all of our employees. I especially appreciate the relentless efforts of our counsel Bass, Berry & Sims PLC and Boies, Schiller & Flexner LLP." The Finish Line, Inc. said that it is disappointed with the ruling issued by the Chancery Court. Finish Line is studying the Court's decision and is considering its options, including the possibility of an appeal. The litigation concerning the commitment made by UBS Securities LLC and UBS Loan Finance LLC to finance the Genesco transaction is pending in the United States District Court for the Southern District of New York. "While the litigation proceeds, we are continuing to operate our business in the ordinary course and are focused on implementing our product and branding strategies," Alan H. Cohen, Chief Executive Officer of The Finish Line said. About Finish Line Headquartered in Indianapolis, Indiana, The Finish Line Inc. (Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based specialty retailer operating under the Finish Line, Man Alive and Paiva brand names. The company currently operates 697 Finish Line stores in 47 states and online, 95 Man Alive stores in 19 states and online and 15 Paiva stores in 10 states and online. About Genesco Inc. Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) -- http://www.genesco.com/-- is a specialty retailer of footwear, headwear and accessories in more than 1,900 retail stores in the U.S. and Canada, principally under the names Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap Connection. The company also sells footwear at wholesale under its Johnston & Murphy brand and under the licensed Dockers. * * * As reported in the Troubled Company Reporter on Dec. 19, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on Genesco Inc. to 'B+' from 'BB-'. At the same time, S&P lowered our issue-level rating on the company's subordinated debt to 'B-' from 'B'. As reported in the Troubled Company Reporter on Nov. 5, 2007, Moody's Investors Service downgraded Genesco Inc.'s corporate family and probability of default ratings to B1 from Ba3 and maintained the review for possible downgrade. In addition, Moody's downgraded the company's convertible senior subordinated debentures to B2 from B1. GSAMP TRUST: Moody's Cuts Ratings on Two Cert. Classes to Low-B --------------------------------------------------------------- Moody's Investors Service has upgraded 17 certificates, downgraded 31 certificates and confirmed ratings of 5 certificates issued in 2004 and backed by Fremont originated subprime loans. The actions are based on the analysis of the credit enhancement provided by subordination, overcollateralization and excess spread relative to the expected loss. All deals have very low pool factors and have stepped down. Seventeen classes of certificates are upgraded due to the fast pay down of the pool which led to strong build-up in credit enhancement for the most senior tranches that are still outstanding in the transactions. And the projected pipeline losses are not expected to significantly affect the credit support for these certificates. On the other hand, 31 classes of certificates are downgraded because the redcution in overcollateralization due to stepdown and higher loss severity at the tail end of the deals' life have made the bottom tranches more vulnerable to further pool deterioration. The complete rating actions are: Upgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2 from Aa3; -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3 from A1; -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1 from A2; -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa from Aa1; -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa from Aa1; -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1 from Aa2; -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2 from Aa3; -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2; -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2; -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M2, Upgraded to Aa2 from A2; -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1, Class 2004-FM1-M3, Upgraded to Aa3 from A3. Downgrade Issuer: -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3; -- ACE Securities Corp. Home Equity Loan Trust, Series 2004- FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-6, Downgraded to Ba1 from Baa2; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-7, Downgraded to B2 from Baa3; -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8B, Downgraded to Caa2 from Ba2; -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M- 8B, Downgraded to B3 from Ba2; -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to B3 from Baa3; -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to Ca from Ba1; -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C from Ba2; -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to Ba1 from Baa3; -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to Ba2 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to Baa1 from A3; -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to Baa3 from Baa1; -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to Ba2 from Baa2; -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to B1 from Baa3; -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to Caa3 from Ba2; -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from Baa2; -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from Baa3; -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from Ba1; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8, Downgraded to Baa3 from Baa2; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9, Downgraded to Ba2 from Baa3; -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10, Downgraded to Caa2 from Ba1. Confirm Issuer: -- Bear Stearns Asset Backed Securities I Trust 2004-FR1, Class M-8A, current rating Ba2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-2, current rating Baa2, Confirmed; -- Credit Suisse First Boston Mortgage Securities Corp. Series 2004-FRE1, Class B-3, current rating Baa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-3, current rating Aa3, Confirmed; -- Fremont Home Loan Trust 2004-2, Class M-4, current rating A1, Confirmed. H&H MEAT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: H.&H. Meat Products Co., Inc. dba H.&H. Foods 1/2 Mile East Expressway 83 Mercedes, TX 78570 Bankruptcy Case No.: 07-70622 Type of Business: The Debtor has been manufacturing meat products, processing boxed beef items into food products, processing commodity products and distributing food since 1968. Chapter 11 Petition Date: December 31, 2007 Court: Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Adolfo Campero, Jr., Esq. Campero & Becerra, P.C. 315 Calle Del Norte, Suite 207 Laredo, TX 78041 Tel: (956) 796-0330 Fax: (956) 796-0399 Total Assets: $11,207,241 Total Debts: $9,287,970 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rio Bank Business Loan for $540,000 P.O. Box 4169 Bond McAllen, Texas 4169 Hinojosa Development Loan $257,129 P.O. Box 358 Mercedes, Texas 78570 Amigos Meat Dist. Credit $125,000 611 Crosstimbers Houston, Texas 77022 Ruben Hinojosa E.S.O.P. Payment $115,632 Gateway Acceptance Co. Credit $112,916 Colorado Food Products, Inc. Credit $83,134 Penske Truck Leasing, Co., $74,081 L.P. Weyerhaeuser Credit & Services $55,269 Frozen Food Expressway Credit $45,689 Industries, Inc. Jaime Hinojosa E.S.O.P. Payment & $41,410 Prefferred Beef Group Credit $39,000 Local & Western of Texas, Inc. Credit $38,495 N.J. Malin & Associates, L.P. Credit/services $36,224 Hispanic Food Distributors, $36,089 Inc. S.A. Marketing Credit/services $33,259 Santex Truck Center $30,936 Berry Plastics Corp. Credit $28,600 Burnbrae Farms-Fermes Credit $21,179 Teepak U.S.A., L.L.C. Credit $20,023 Cargil, Inc. Credit $18,748 HARVEY ELECTRONICS: Files for Chapter 11 Protection in New York --------------------------------------------------------------- Harvey Electronics, Inc. has filed a voluntary petition for Chapter 11 with the United States Bankruptcy Court for the Southern District of New York. Harvey will continue to operate its business and manage its property as a debtor-in-possession, and expects to promptly file a plan of reorganization. This plan, as finally approved, may adversely affect Harvey's outstanding common stock through the issuance of substantial additional shares or common stock, or otherwise. The Debtor hopes to emerge from Court protection by the spring of 2008. Several recent events have necessitated the Chapter 11 filing. The distraction and expense related to unsuccessful merger negotiations with Myer-Emco, Inc. cost Harvey over $1.2 million. The merger talks broke off after financing became more difficult as credit markets tightened. The expense of the failed Myer-Emco transaction, plus the inability to raise new equity capital in the months immediately following the failed acquisition, triggered a delisting of its common stock from the NASDAQ Stock Market and created an event of default under the existing senior secured credit agreement. Michael E. Recca, Harvey's Interim Chief Executive Officer at the time of the filing, was also named Chief Restructuring Officer of the Debtor. "We regret that Harvey's best path to reorganization is through the Courts, but despite the other distractions over the past year, our custom installation business remains strong," Mr. Recca said. "This step allows us to accelerate the transformation of our business from a specialty retailer with a home installation business to a home installation expert with appropriate retail distribution. While we will be closing and right-sizing some locations, we expect the majority of our stores will continue to play a critical role in our future operations. We offer some of the finest audio, video and home theater products from some of the most prestigious lines in the world. Most importantly, Harvey believes it has the finest team of sales consultants, design engineers, and field installation technicians in the business, and with their help we will continue to provide our customers superior audio and video entertainment solutions in the tri-state area." YA Global Investments, L.P., the current secured lender, has agreed to provide Harvey with a $1.5 million Debtor-in-Possession line of credit, subject to bankruptcy court approval of the terms of the financing. Ruskin Moscou Faltischek, P.C. of Uniondale, New York, is acting as Harvey's bankruptcy counsel, BDO Consulting, a division of BDO Seidman, LLP, will act as financial advisor, and the Trenwith Group, LLC is providing investment banking services to the Debtor. Headquartered in New York City, Harvey Electronics Inc. -- http://www.harveyonline.com/-- is engaged in the retail sale, service and custom installation of audio, video and home theater equipment, which includes high-fidelity components and systems, digital versatile disc players, digital video recorders, high definition television, plasma flat screen and liquid crystal display flat-panel television sets, integrated remote controls, media servers, audio/video furniture, conventional telephones, moving picture experts group layer-3 audio players, iPods, satellite and analog radios, service contracts and related accessories. It operates nine locations comprising eight Harvey specialty retail stores and one separate Bang & Olufsen branded store. It also retails brands manufactured by Bang & Olufsen, Crestron, Marantz, McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston Acoustics, Martin Logan and Fujitsu. HARVEY ELECTRONICS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Harvey Electronics, Inc. 888 Broadway & 19th St. New York, NY 10003 Bankruptcy Case No.: 07-14051 Type of Business: Simply known as Harvey, the Debtor is engaged in the retail sale, service and custom installation of audio, video and home theater equipment. The equipment includes high-fidelity components and systems, digital versatile disc players, digital video recorders, high definition television, plasma flat screen and liquid crystal display flat-panel television sets, integrated remote controls, media servers, audio/video furniture, conventional telephones, moving picture experts group layer-3 audio players, iPods, satellite and analog radios, service contracts and related accessories. It operates nine locations comprising eight Harvey specialty retail stores and one separate Bang & Olufsen branded store. It also retails brands manufactured by Bang & Olufsen, Crestron, Marantz, McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston Acoustics, Martin Logan and Fujitsu. See http://www.harveyonline.com Chapter 11 Petition Date: December 28, 2007 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtor's Counsel: Harold S. Berzow, Esq. Ruskin, Moscou, Faltischek, P. C. East Tower 15th Floor, 190 E.A.B. Plaza Uniondale, NY 11556 Tel: (516)663-6600 Fax: (516) 663-6796 Total Assets: $9,930,468 Total Debts: $10,368,513 The Debtor did not file a list of its largest unsecured creditors. HASCO: Fitch Downgrades Ratings on $19.2MM Certificates to B ------------------------------------------------------------ Fitch Ratings has taken these rating action on HASCO mortgage pass-through certificates. Affirmations total $502.9 million and downgrades total $145.0 million. In addition, $647.9 million is placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class is included with the rating actions as: Series 2007-HE2 -- $298.6 million class I-A rated 'AAA', placed on Rating Watch Negative (BL: 37.15, LCR: 2.02); -- $119.7 million class II-A-1 rated 'AAA', placed on Rating Watch Negative (BL: 49.96, LCR: 2.72); -- $26.3 million class II-A-2 rated 'AAA', placed on Rating Watch Negative (BL: 44.65, LCR: 2.43); -- $49.2 million class II-A-3 rated 'AAA', placed on Rating Watch Negative (BL: 37.15, LCR: 2.02); -- $3.6 million class II-A-4 rated 'AAA', placed on Rating Watch Negative (BL: 36.86, LCR: 2.00); -- $29.7 million class M-1 downgraded to 'AA-' from 'AA+', and placed on Rating Watch Negative (BL: 32.33, LCR: 1.76); -- $27.5 million class M-2 downgraded to 'A' from 'AA+', and placed on Rating Watch Negative (BL: 28.38, LCR: 1.54); -- $16.4 million class M-3 downgraded to 'A-' from 'AA', and placed on Rating Watch Negative (BL: 26.00, LCR: 1.41); -- $14.3 million class M-4 downgraded to 'BBB+' from 'AA-', and placed on Rating Watch Negative (BL: 23.92, LCR: 1.30); -- $13.9 million class M-5 downgraded to 'BBB-' from 'A+', and placed on Rating Watch Negative (BL: 21.87, LCR: 1.19); -- $11.8 million class M-6 downgraded to 'BB' from 'A', and placed on Rating Watch Negative (BL: 20.03, LCR: 1.09); -- $11.8 million class M-7 downgraded to 'BB' from 'A-', and placed on Rating Watch Negative (BL: 18.17, LCR: 0.99); -- $10.7 million class M-8 downgraded to 'B' from 'BBB+', and placed on Rating Watch Negative (BL: 16.54, LCR: 0.90); -- $8.5 million class M-9 downgraded to 'B' from 'BBB', and placed on Rating Watch Negative (BL: 15.53, LCR: 0.84); -- $5.2 million class M-10 rated 'BBB-', placed on Rating Watch Negative (BL: 20.13, LCR: 1.09). Deal Summary -- Originators: Decision One (72%), WMC (26%); -- 60+ day Delinquency: 14.21%; -- Realized Losses to date (% of Original Balance): 0.03%; -- Expected Remaining Losses (% of Current Balance): 18.39%; -- Cumulative Expected Losses (% of Original Balance): 17.35%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness. INDEPENDENCE I: Moody's Reviews B3 Rating on $50 Million Notes -------------------------------------------------------------- Moody's Investors Service placed these notes issued by Independence I CDO, Ltd. on review for possible downgrade: Class Description: $223,500,000 Class A First Priority Senior Secured Floating Rate Notes -- Prior Rating: Baa2 -- Current Rating: Baa2, on review for possible downgrade Class Description: $50,000,000 Class B Second Priority Senior Secured Floating Rate Notes -- Prior Rating: B3 -- Current Rating: B3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. INDEPENDENCE II: Moody's Junks Rating on Class B Senior Notes ------------------------------------------------------------- Moody's Investors Service placed these notes issued by Independence II CDO, Ltd. on review for possible downgrade: Class Description: Class A First Priority Senior Secured Floating Rate Notes -- Prior Rating: Aa2 -- Current Rating: Aa2, on review for possible downgrade Class Description: Class B Second Priority Senior Secured Floating Rate Notes -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: Caa2 According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. INDEPENDENCE III: Moody's Reviews Low-B Ratings on Two Notes ------------------------------------------------------------ Moody's Investors Service placed these notes issued by Independence III CDO, Ltd. on review for possible downgrade: Class Description: $18,000,000 Class B Second Priority Floating Rate Term Notes, Due 2037 -- Prior Rating: Aa3 -- Current Rating: Aa3, on review for possible downgrade Class Description: $7,000,000 Class C-1 Third Priority Floating Rate Term Notes, Due 2037 -- Prior Rating: B3 -- Current Rating: B3, on review for possible downgrade Class Description: $15,000,000 Class C-2 Third Priority Fixed Rate Term Notes, Due 2037 -- Prior Rating: B3 -- Current Rating: B3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool. INGRESS CBO: Moody's Cuts Rating on $54 Million Notes to Ba1 ------------------------------------------------------------ Moody's Investors Service downgraded and left on review for possible downgrade these notes issued by Ingress CBO I, Ltd.: Class Description: $54,000,000 Class B Second Priority Fixed Rate Term Notes due 2040 -- Prior Rating: Aa3 -- Current Rating: Ba1, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. IWT TESORO: Wants Court OK to Extend Exclusive Plan Filing Period ----------------------------------------------------------------- IWT Tesoro Corporation and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of New York to further extend their exclusive period to file a plan for 120 days, and solicit acceptances of that plan for 180 days. The Debtors tell the Court that they need sufficient time to formulate a consensual Chapter 11 plan of reorganization as they continue their negotiations with their proposed funder, KMA Capital, and the Official Committee of Unsecured Creditors. The Debtors' exclusive period to file a plan is scheduled to expire on Jan. 3, 2008. I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, -- http://www.iwttesoro.com/-- is headquartered in New York City. The company and its subsidiaries distribute building materials, specifically hard floor and wall coverings. They are wholesalers and do not sell directly to any end user. Their products consist of ceramic, porcelain and natural stone floor, wall and decorative tile. They import a majority of these products from suppliers and manufacturers in Europe, South America (Brazil), and the Near and Far East. Their markets include the United States and Canada. They also offer private label programs for branded retail sales customers, buying groups, large homebuilders and home center store chains. The Debtor and its debtor-affiliates, International Wholesale Tile, Inc. and American Gres, Inc., filed for Chapter 11 bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case No. 07-12841). John K. Sherwood, Esq., at Lowenstein Sandler P.C., represents the Official Committee of Unsecured Creditors. As of June 30, 2007, the Debtors had total assets of $39,798,579 and total debts of $47,940,983. JOHN AMOS: Case Summary & 16 Largest Unsecured Creditors -------------------------------------------------------- Debtors: John W. Amos, II Sue C. Chung 1184 Monroe Street, Suite 6 Salinas, CA 93906 Bankruptcy Case No.: 07-54345 Chapter 11 Petition Date: December 22, 2007 Court: Northern District of California (San Jose) Judge: Marilyn Morgan Debtors' Counsel: Henry B. Niles, III, Esq. Law Offices of Henry B. Niles III 340 Soquel Avenue Suite 105 Santa Cruz, CA 95062 Tel: (831) 457-4545 Total Assets: $2,344,620 Total Debts: $2,639,157 Debtors' list of its 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Single Family $148,941 P.O. box 21126 Residence: 11610 ($1,850,000 Philadelphia, PA 19114-0326 Saddle Road secured Monterey, CA ($1,841,033 senior lien) Fresno, CA 93888 Tax Year: 2006 $85,654 Form 1040 Tax Year: 2004 $76,758 Form 1040 Frontier Leasing Trade Debt $92,000 31180 Aurora Avenue (Lease) Logandal, IA 50322 Camille Russo Living Trust Camille Russo $55,000 c/o Bradley M. Matteoni, Esq. Living Trust ($1,850,000 Matteoni, O'Laughlin & Hetchman State Court secured 848 The Almeda Action Case No 106 ($1,822,407 San Jose, CA 95126 CV065820 senior lien) Pamela Brandhorst Unreimbursed $37,664 Expenses Unpaid Wages $25,278 Washington Mutual Bank Business Line Credit $35,903 Sallie Mae 3rd Party Lsc Educational $30,199 Franchise Tax Board Tax Year: 2006 $27,772 Well Fargo Financial Credit Card $21,458 National Bank Rabobank Na Credit Card $20,764 American Express Credit Card $14,914 Wells Fargo Bank Credit Card $14,741 Citibank Credit Card $13,297 Chase Credit Card $10,729 Employment Development Quarter Ended: $10,177 Department 9/30/06, 12/31/06 3/31/07 and 6/30/07 Wells Fargo Credit Card $8,784 VALPAK Trade Debt $3,772 JOHNSON RUBBER: U.S. Trustee Appoints Four-Member Creditors Panel ----------------------------------------------------------------- The United States Trustee for Region 9 appointed four creditors to serve on an Official Committee of Unsecured Creditors in Johnson Rubber Company and its debtor-affiliates' bankruptcy cases. The Committee members are: 1) Lanxess Corporation et. al. c/o Bruce R. Davis 111 RIDC Park West Drive Pittsburgh, PA 15275-1112 Tel: (412) 809-1544 Fax: (412) 809-1561 2) DuPont Performance Elastomers, LLC c/o Betty K. Ingram 300 Bellevue Parkway Wilmington, DE 19809 Tel: (302) 792-4244 Fax: (302) 792-4450 3) ISP Elastomers c/o Gordon E. Miller 1361 Alps Road Wayne, NJ 07470 Tel: (973) 628-3700 Fax: (973) 628-4079 4) The MF Cachat Company c/o Robin C. Schade 14600 Detroit Avenue #600 Lakewood, OH 44107 Phone: (216) 228-8900 ext. 262 Fax: (216) 228-2196 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquatered in Middlefield, Ohio, Johnson Rubber Company Inc. -- http://www.johnsonrubber.com/-- designs, develops and manufactures polymer components. The company filed for Chapter 11 protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07- 19391). The Debtor selected William I Kohn, Esq., at Benesch Friedlander Coplan & Aronoff LLP, as its counsel. The Debtors selected Donlin Recano as their claims, noticing and balloting agent. When the Debtor filed for protection against its creditors, it listed total assets at $15,346,607 and total debts at $19,869,931. JON ROBERTS: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Jon P. Roberts Lisa R. Trublood 3008 Lagiss Drive Livermore, CA 94550 Bankruptcy Case No.: 07-44501 Chapter 11 Petition Date: December 26, 2007 Court: Northern District of California (Oakland) Judge: Randall J. Newsome Debtor's Counsel: Chris D. Kuhner, Esq. Kornfield, Paul and Nyberg, P.C. 1999 Harrison Street, Suite 2675 Oakland, CA 94612 Tel: (510) 763-1000 Estimated Assets: Less than $50,000 Estimated Debts: $1 Million to $10 Million Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service $334,018 Special Procedures Branch Bankruptcy Section/ Mail Code 1400S Oakland, CA 94612-5210 E*trade Potential $80,538 2730 Liberty Avenue deficiency balance Pittsburgh, PA 1522 39761 Placer Way Fremont, CA Potential $60,000 deficiency balance 4184 Bay Street Fremont, CA Bank of America 4211 Bidwell Drive, $130,000 P.O. Box 60456 Fremont, CA Los Angeles, CA 90060 S.R. Trading Co. Potential $63,635 Deficiency balance 39761 Placer Way Fremont Potential $63,000 deficiency balance 4184 Bay Street Fremont Porsche Financial Services Early Termination $55,089 B.M.W. Financial Services Deficiency balance $38,171 Countrywide Home Lending Potential $32,000 Deficiency balance 10918 Scotch Rose Street Henderson, NV 89092 American Express CreditCard $13,303 Chase CreditCard $11,960 Wells Fargo CreditCard $9,959 Resurgent Capital Service/ Factoring Company $3,348 Sherman Account Osi/Gulf State Compucredit Acq. Wachovia/A.C.S. Educational $3,052 Midland Credit Management Providian Bank $2,860 Lowes/M.B.G.A. Charge Account $2,612 Chevron/Texaco Citibank CreditCard $2,407 Capital 1 Bank CreditCard $2,286 Mike Ferry $2,250 LEVITT AND SONS: May Employ Ruden McClosky as Special Counsel ------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Florida has approved the request of Levitt and Sons LLC and its debtor-affiliates, excluding Levitt and Sons of South Carolina LLC, Levitt and Sons of Horry County, and Levitt Construction - South Carolina LLC, for authority to employ Ruden McClosky Smith Schuster & Russel P.A., as their special counsel, nunc pro tunc to the Debtor's bankruptcy filing. As reported in the Troubled Company Reporter on Dec. 7, 2007, Ruden represented certain of the Debtors before their bankruptcy in connection with closings and lien issues in Tennessee, Georgia and Florida. As a result, Ruden is familiar with these matters, and has already devoted numerous hours in addressing the issues, Paul Steven Singerman, Esq., at Berger Singerman P.A., the Debtor's general bankruptcy counsel, said. The firm has extensive knowledge in these related fields and is well qualified to advise the Debtors, he added. Mr. Singerman told the Court that the firm's prior representation of the Debtors does not preclude its retention as special counsel pursuant to Section 327(e) of the U.S. Bankruptcy Code. Ruden will provide legal services in connection with closings and lien issues in Tennessee, Georgia and Florida. Mr. Singerman assured the Court that the scope of services to be rendered by Ruden will not be duplicative of those services to be rendered by Berger Singerman, and the services of these counsel will not overlap. Mr. Singerman stated that although, as of the date of bankruptcy, Ruden holds a prepetition claim against the Debtors for $56,264, the matters on which the firm is to be employed are unaffected by the fact of that claim. The Debtors will pay Ruden at its standard hourly rates, which are revised during January of each year, and will reimburse the firm for cash disbursements and for reasonable and necessary expenses. The firm's current rates are: Designation Hourly Rate ----------- ----------- Partners $255 - $525 Associates $190 - $415 Paralegals $60 - $195 Land Planners $150 - $210 Law Clerks $95 - $105 Barry E. Somerstein, a shareholder of Ruden, assured the Court that the firm does not hold or represent any interest adverse to the Debtors, their estates, or creditors in the matters upon which Ruden is to be retained. About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors' latest consolidated financial condition as of Sept. 30, 2007 reflect total assets of $900,392,000, and total liabilities of $780,969,000. (Levitt and Sons Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) The Debtors' exclusive plan filing period expires on March 8, 2008. LEVITT AND SONS: Panel Taps Genovese and Mr. Battista as Counsels ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Levitt and Sons LLC and its debtor-affiliates' bankruptcy cases asks the United States Bankruptcy Court for the Southern District of Florida for authority to retain Paul J. Battista, Esq., and the law firm Genovese, Joblove & Battista P.A., as its counsel, nunc pro tunc to Nov. 29, 2007, the date the services were first rendered. Alfred D. Strack, chairperson of the Official Committee of Unsecured Creditors for the Jointly administered Debtors, says that Genovese and Mr. Battista have substantial experience and expertise in Chapter 11 cases in Florida and throughout the United States. Among other things, Genovese and Mr. Battista will: (a) advise the Creditors Committee with respect to its rights, powers and duties in the Debtors' Chapter 11 cases; (b) assist and advise the Creditors Committee in its consultations with the Debtors relative to the administration of the Chapter 11 cases; (c) assist the Creditors Committee in analyzing the claims of the Debtors' creditors and in negotiating with the creditors; (d) assist the Creditors Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the terms of a plan or plans of reorganization; and (e) perform other legal services as may be required and are deemed to be in the interests of the Creditors Committee in accordance with the committee's powers and duties. The firm has agreed to cap certain of its hourly rates for attorneys so that no hourly rate for any attorney working on the Debtors' Chapter 11 cases will exceed $350. Subject to the Fee Cap, Genovese reserves the right to increase its hourly rates in accordance with its normal and customary business practices. Genovese's hourly rates are: Paul J. Battista $475 John H. Genovese $500 Heather L. Yonke $265 Other attorneys $195 - $500 Associate attorneys $210 - $265 Legal assistants $75 - $160 The firm and Mr. Battista do not hold or represent any interest adverse to the Debtors or their estates on any matters in which they will be engaged, Mr. Strack assures the Court. Mr. Strack asserts that Genovese and Mr. Battista are "disinterested," as the term is defined in Section 101(14) of the Bankruptcy Code, and has no connection with the Debtors, their creditors or any other party-in-interest, except as disclosed. Mr. Battista, an attorney and shareholder with the law firm Genovese, discloses that the firm is connected with these entities or cases, but none of which impairs Mr. Battista's or the firm's disinterestedness or constitutes any conflict of interest: -- the official committee of unsecured creditors of Roadhouse Grill, Inc.; -- the official committee of unsecured creditors of Epixtar Corp., Ameripages, Inc., Liberty Online Service, Inc., National Online Service, Inc., Epixtar Marketing Corp., Voxx Corporation, Inc., Epixtar Communications Corp., and Epixtar International Contact Center Group; -- Transcapital Financial Corporation; -- James S. Feltman, Chapter 11 trustee for the estate of Certified HR Services Company, formerly known as The Cura Group; -- Luxury Ventures, LLC; -- Brandon Creek Apartments, Limited and White Oak Brandon Creek, Inc.; and -- several Chapter 7 trustees in dozens of Chapter 7 bankruptcy cases pending in the Southern District of Florida, the majority of which cases are substantially complete. About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors' latest consolidated financial condition as of Sept. 30, 2007 reflect total assets of $900,392,000, and total liabilities of $780,969,000. (Levitt and Sons Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) The Debtors' exclusive plan filing period expires on March 8, 2008. LEVITZ FURNITURE: Panel Gets Partial OK to Retain Cooley Godward ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave the Official Committee of Unsecured Creditors in Levitz Furniture Inc.'s bankruptcy case interim authority to retain Cooley Godward Kronish LLP as its counsel, nunc pro tunc to Nov. 16, 2007. As Committee Counsel, Cooley Godward will: (a) attend the meetings of the Committee; (b) review financial information furnished by the Debtor to the Committee; (c) negotiate budget and the use of cash collateral; (d) review and investigate the liens of purported secured parties; (e) confer with the Debtor's management and counsel; (f) coordinate efforts to sell assets of the Debtor in a manner that maximizes the value for unsecured creditors; (g) review the Debtor's schedules, statement of affairs and business plan; (h) advise the Committee as to the ramifications regarding all of the Debtor's activities and motions before the Court; (i) file appropriate pleadings on behalf of the Committee; (j) review and analyze financial advisor's work product and reports to the Committee; (k) provide the Committee with legal advice in relation to the case; (l) prepare various applications and memoranda of law submitted to the Court for consideration and handle all other matters relating to the representation of the Committee that may arise; (m) assist the Committee in negotiations with the Debtor and other parties in interest on an exit strategy for this case; and (n) perform other legal services for the Committee as may be necessary or proper in the bankruptcy case. The firm will be paid on an hourly basis in accordance with its ordinary and customary hourly rates: Professional Designation Rate ------------ ----------- ---- Jay R. Indyke, Esq. Partner $680 Cathy R. Hershcopf, Esq. Partner $605 Nicholas Smithberg, Esq. Associate $500 Jeffrey L. Cohen, Esq. Associate $475 Michael A. Klein, Esq. Associate $350 Brian W. Byun, Esq. Associate $265 Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, in New York, assures the Court that the firm does not hold or represent an interest adverse to the Debtor and that it is a "disinterested person" under Section 1010(14) of the Bankruptcy Code. Douglas Jermyn, Committee chairperson, says that Cooley Godward's representation of the Levitz II Committee is not simultaneous with the firm's proposed retention in PLVTZ's bankruptcy case and it does not create an adverse interest or impugn Cooley Godward's qualifications as a "disinterested person". Mr. Indyke discloses that Cooley Godward has in the past represented and currently provides limited legal services, completely not related to the Debtor's bankruptcy case, to two affiliates of General Electric Capital Corporation, GE Aviation and GE Energy. GECC is the agent and lender under the Debtor's prepetition revolving credit facility in the Chapter 11 case. Mr. Indyke says that to the extent that the Committee should need to commence any adversary proceeding directly against GECC the Committee will use other appropriately retained special counsel to prosecute any adversary proceeding. The firm can be reached at: Cooley Godward Kronish LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7798 Tel: (212) 479-6000 Fax: (212) 479-6275 http://www.cooley.com/ Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. -- http://www.levitz.com/-- is a specialty retailer of furniture, bedding and home furnishings in the United States. It has 76 locations in major metropolitan areas, principally in the Northeast and on the West Coast of the United States. Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on Sept. 5, 1997. In December 2000, the Court confirmed the Debtors' Plan and Levitz emerged from chapter 11 on February 2001. Levitz Home Furnishings Inc. was created as the new holding company as a result of the emergence. Levitz Home Furnishings and 12 affiliates filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05- 45189). In their second filing, the Debtors disclosed about $245 million in total assets and $456 million in total debts. Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones Day represented the Debtors. Jeffrey L. Cohen, Esq., Jay R. Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP served as counsel to the Official Committee of Unsecured Creditors. During this period, the Debtors closed around 35 stores in the Northeast, California, Minnesota and Arizona. PLVTZ Inc., a company created by Prentice Capital Management LP, and Great American Group purchased substantially all the assets of Levitz Home Furnishings in December 2005. Initially, Prentice owned all of the equity interests in PLVTZ. On July 6, 2007, PLVTZ was converted into a Delaware corporation, and Harbinger Capital Partners Special Situations Fund, LP, Harbinger Capital Partners Master Fund I, Ltd., and their affiliates became minority shareholders. Great American's stake in the acquisition was in running the going-out-of-business sales for some 27 Levitz units. PLVTZ, dba Levitz Furniture, continued to face decline in financial performance since December 2005. Liquidity issues and the inability to obtain additional capital prompted PLVTZ to seek protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-13532). Paul D. Leake, Esq., and Brad B. Erens, Esq., at Jones Day represents the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. The Debtor's schedules reveal total assets of $123,842,190 and total liabilities of $76,421,661. The Debtors' exclusive period to file a chapter 11 plan expires on March 7, 2008. (Levitz Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of $177,883,000 and total liabilities of $152,476,000. LEVITZ FURNITURE: Committee May Retain J.H. Cohn as Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of PLVTZ Inc., dba Levitz Furniture Inc., obtained interim approval from the U.S. Bankruptcy Court for the Southern District of New York to retain J.H. Cohn LLP, as its financial advisors and forensic accountants effective as of Nov. 16, 2007. J.H. Cohn is expected to: (1) review the reasonableness of the cash collateral arrangement as to its cost to the Debtor and the likelihood that the Debtor will be able to comply with the terms of the Court's order approving the retention; (2) analyze and review key motions to strategic case issues; (3) understand the Debtor's corporate structure; (4) assess the Debtor's short-term and wind-down budgets; (5) establish reporting procedures that will allow for the monitoring of the Debtor's sales and wind-down activities; (6) develop and evaluate alternative sale strategies; (7) prepare dividend analysis to determine potential return to unsecured creditors; (8) scrutinize proposed sale transactions, including the assumption or rejection of executory contracts; (9) perform four-wall analysis, if applicable, and lease value analysis; (10) identify, analyze and investigate transactions with non- debtor entities and other parties; (11) monitor the Debtor's weekly operating results, availability and borrowing base certificates, if applicable; (12) monitor the sales process and supplement list of potential buyers; (13) analyze the Debtor's budget to actual results on an ongoing basis for reasonableness and cost control; (14) communicate findings to the Creditors Committee; (15) perform forensic accounting procedures, as directed by the Creditors Committee; (16) assist the Creditors Committee in negotiating the key terms of a Plan of Reorganization or Plan of Liquidation; (17) review the nature and origin of other claims asserted against the Debtor; and (18) render assistance as the Creditors Committee and its counsel may deem necessary. J.H. Cohn will be paid on an hourly basis, and reimbursed for expenses incurred related to any work undertaken. The firm's customary hourly rates are: Designation Rate ----------- ---- Senior Partner $595 Partner $550 Director $450 Senior Manager $425 Manager $410 Senior Accountant $300 Staff $220 Paraprofessional $140 Clifford A. Zucker, CPA, a member at J.H. Cohn, in Edison, New Jersey, assures the Court that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: J.H. Cohn LLP 1212 Avenue of the Americas, 12th Floor New York, NY 10036 Tel: (212) 297-0400 Fax: (212) 922-0913 http://www.jhcohn.com/ Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. -- http://www.levitz.com/-- is a specialty retailer of furniture, bedding and home furnishings in the United States. It has 76 locations in major metropolitan areas, principally in the Northeast and on the West Coast of the United States. Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on Sept. 5, 1997. In December 2000, the Court confirmed the Debtors' Plan and Levitz emerged from chapter 11 on February 2001. Levitz Home Furnishings Inc. was created as the new holding company as a result of the emergence. Levitz Home Furnishings and 12 affiliates filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05- 45189). In their second filing, the Debtors disclosed about $245 million in total assets and $456 million in total debts. Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones Day represented the Debtors. Jeffrey L. Cohen, Esq., Jay R. Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP served as counsel to the Official Committee of Unsecured Creditors. During this period, the Debtors closed around 35 stores in the Northeast, California, Minnesota and Arizona. PLVTZ Inc., a company created by Prentice Capital Management LP, and Great American Group purchased substantially all the assets of Levitz Home Furnishings in December 2005. Initially, Prentice owned all of the equity interests in PLVTZ. On July 6, 2007, PLVTZ was converted into a Delaware corporation, and Harbinger Capital Partners Special Situations Fund, LP, Harbinger Capital Partners Master Fund I, Ltd., and their affiliates became minority shareholders. Great American's stake in the acquisition was in running the going-out-of-business sales for some 27 Levitz units. PLVTZ, dba Levitz Furniture, continued to face decline in financial performance since December 2005. Liquidity issues and the inability to obtain additional capital prompted PLVTZ to seek protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-13532). Paul D. Leake, Esq., and Brad B. Erens, Esq., at Jones Day represents the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. The Debtor's schedules reveal total assets of $123,842,190 and total liabilities of $76,421,661. The Debtors' exclusive period to file a chapter 11 plan expires on March 7, 2008. (Levitz Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of $177,883,000 and total liabilities of $152,476,000. LEVITZ FURNITURE: HSBC Amends Request to Lift Automatic Stay ------------------------------------------------------------ HSBC Bank Nevada, N.A. amended its request asking the U.S. Bankruptcy Court for the Southern District of New York to modify the automatic stay so that it may set off any amounts it owed to PLVTZ Inc., dba Levitz Furniture Inc., under a Merchant Agreement by the amounts owed by the Debtor under the Sales Tax Agreement. Michael L. Molinaro, Esq., at Loeb & Loeb, in Chicago, Illinois, discloses that after HSBC Bank filed its original request on Dec. 3, 2007, it discovered that the Debtor owes more than $245,000 for refunds that it received from the State of California. HSBC Bank already notified the Debtor's counsel its intent to set off the refunds against amounts it owes to the Debtor under the Merchant Agreement and to freeze the funding under the agreement in an amount equal to what is owed to HSBC Bank under the Sales Tax Agreement. Mr. Molinaro says the additional request is appropriate since HSBC Bank has satisfied the requirements for a valid right of set-off: (a) HSBC Bank holds a claim against the Debtor that arose prepetition; (b) the Debtor's and HSBC Bank's debts are mutual since these arise out of the private label credit program between the parties; and (c) HSBC Bank's claim against the Debtor is enforceable for set-off purposes. Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. -- http://www.levitz.com/-- is a specialty retailer of furniture, bedding and home furnishings in the United States. It has 76 locations in major metropolitan areas, principally in the Northeast and on the West Coast of the United States. Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on Sept. 5, 1997. In December 2000, the Court confirmed the Debtors' Plan and Levitz emerged from chapter 11 on February 2001. Levitz Home Furnishings Inc. was created as the new holding company as a result of the emergence. Levitz Home Furnishings and 12 affiliates filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05- 45189). In their second filing, the Debtors disclosed about $245 million in total assets and $456 million in total debts. Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones Day represented the Debtors. Jeffrey L. Cohen, Esq., Jay R. Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP served as counsel to the Official Committee of Unsecured Creditors. During this period, the Debtors closed around 35 stores in the Northeast, California, Minnesota and Arizona. PLVTZ Inc., a company created by Prentice Capital Management LP, and Great American Group purchased substantially all the assets of Levitz Home Furnishings in December 2005. Initially, Prentice owned all of the equity interests in PLVTZ. On July 6, 2007, PLVTZ was converted into a Delaware corporation, and Harbinger Capital Partners Special Situations Fund, LP, Harbinger Capital Partners Master Fund I, Ltd., and their affiliates became minority shareholders. Great American's stake in the acquisition was in running the going-out-of-business sales for some 27 Levitz units. PLVTZ, dba Levitz Furniture, continued to face decline in financial performance since December 2005. Liquidity issues and the inability to obtain additional capital prompted PLVTZ to seek protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-13532). Paul D. Leake, Esq., and Brad B. Erens, Esq., at Jones Day represents the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. The Debtor's schedules reveal total assets of $123,842,190 and total liabilities of $76,421,661. The Debtors' exclusive period to file a chapter 11 plan expires on March 7, 2008. (Levitz Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of $177,883,000 and total liabilities of $152,476,000. LOUISIANA LOCAL: Moody's Holds Low-B Ratings on Subordinate Bonds ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings for Louisiana Local Government Environmental Facilities and Community Development Authority Multi-Family Housing Revenue Bonds (Baton Rouge Apartments Pool). Series 2000A is affirmed at Baa3, Subordinate Series 2000C affirmed at Ba2, and Junior Subordinate Series 2000D affirmed at Ba3. The Senior Series 2000A bonds continue to maintain MBIA insurance and carry MBIA's current financial strength rating of Aaa, while the subordinate tranches remain uninsured. The rating outlook on all tranches of debt has been changed to stable from negative. This rating action is based on review of audited year-end 2006 data and current 2007 operating statements for both Goodwood Place and Towne Oaks Apartments (the Baton Rouge Apartments). Legal Security: -- The bonds are a special obligation of the Issuer, secured by revenue from operations of two affordable housing projects. These projects are unsubsidized and subject to certain real estate risks. -- The properties (Goodwood Place - 184 units, Towne Oaks - 96 units) are both located in Baton Rouge, Louisiana. Strengths * Actual physical occupancy is high at both properties for 2007. Economic vacancy is slightly elevated, however, due to the introduction of rental increases in 2007 that have not yet been absorbed by all units. As new leases come online in 2008, these rental increases will take effect, and, according to property management, economic vacancy should be much lower in the coming year. Management is currently signing 6 and 12 month leases only. * Moody's has consulted various sources, such as the 2006 Louisiana Health and Population Survey and reports published by the Louisiana Family Recovery Corps., to estimate continued impact of displaced residents from New Orleans on the Baton Rouge housing market. Moody's has also spoken with the property management company, which is responsible for management of several multifamily projects in the area. Moody's believes, per these resources, that there is enough evidence of under-supply in the Baton Rouge sub-market to support strong demand for affordable housing in the near term. * Despite some loss to lease and vacancy allocations, rental revenue has grown by approximately 5% between 2006 and 2007. * The debt service coverage ratio has improved substantially, based on comparison of audited 2006 financials and unaudited 10 month 2007 operating statements. * Surplus funds have been accumulated over the past year, serving as a sizeable cushion for the projects. Challenges * Housing market data for the Baton Rouge area is not widely available, and although Moody's expects demand to be strong in the near term, it is difficult to assess longer term market trends. Further, the older build dates of these projects may make them more susceptible to any multifamily demand downturn. Outlook The stable outlook reflects Moody's anticipation of continued strong affordable housing demand in the near term. What Could Change the Rating - Up Several reporting periods that show consistent revenue growth and continued strong occupancy. What Could Change the Rating - Down Any erosion of current occupancy levels or increases in expenses that affect debt service coverage. MACY'S INC: To Close Nine Stores in Six States ---------------------------------------------- Macy's Inc. will be closing nine underperforming Macy's stores in: * Washington Square, Indianapolis, IN (152,000 square feet; 90 employees; opened in 1974); * Prien Lake Mall, Lake Charles, LA (116,000 square feet; 75 employees; opened in 2003); * Rolling Acres Mall, Akron, OH (103,000 square feet; 84 employees; opened in 1978); * Canton Centre, Canton, OH (120,000 square feet; 76 employees; opened in 1968); * Randall Park Mall, North Randall, OH (184,000 square feet; 91 employees; opened in 1976); * Crossroads Mall, Oklahoma City, OK (153,000 square feet; 84 employees; opened in 1986); * Valley View Center, Dallas, TX (300,000 square feet; 132 employees; opened in 1973); * Sharpstown Center, Houston, TX (308,000 square feet; 172 employees; opened in 1961); * Family Center at Riverdale, Riverdale, UT (140,000 square feet; 95 employees; opened in 2003). Final clearance sales at those stores will begin on varying schedules within the next several weeks. "While the decision to close stores is difficult, it is necessary that we do so selectively in locations with declining sales and where we have been unable to identify sufficient growth opportunities," said Terry J. Lundgren, chairman, president and chief executive officer of Macy's Inc. "At the same time, we continue to open new Macy's store locations in communities where we believe we can operate successfully." The company opened 10 new stores and one furniture gallery in 2007. In 2008, Macy's Inc. expects to open five stores, with an additional six to eight new locations currently planned for 2009. Associates displaced by store closings will be offered positions in nearby stores where possible. Associates who are laid off in the process will be provided severance benefits and outplacement assistance. About Macy's Inc. Headquartered in Cincinnati and New York, Macy's Inc. (NYSE: M) -- http://www.fds.com/-- is one of the nation's premier retailers, with fiscal 2006 sales of $27 billion. The company operates more than 850 department stores in 45 states, the District of Columbia, Guam and Puerto Rico under the names of Macy's and Bloomingdale's. The company also operates macys.com, bloomingdales.com and Bloomingdale's By Mail. Prior to June 1, 2007, Macy's Inc. was known as Federated Department Stores Inc. * * * As reported in the Troubled Company Reporter on Oct. 23, 2007, Moody's Investors Service affirmed all ratings of Macy's Inc., including its long term rating of Baa2, Prime 2 short term rating, and (P)Ba1 Preferred shelf rating but changed the outlook to negative from stable. The change in outlook was prompted by the continuing negative comparable store sales in the former May doors, credit metrics that are at the trigger points cited in Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the uncertain outlook on consumer spending that could further delay improvement in the former May stores' performance. MERRILL LYNCH: Moody's Junks Rating on Class B-3 Certificates ------------------------------------------------------------- Moody's Investors Service downgraded seven certificates issued by Merrill Lynch Mortgage Investors, Inc. and Specialty Underwriting and Residential Finance Trust in 2003 and 2004. All three transactions are backed by first and second-lien fixed and adjustable-rate subprime mortgage loans acquired by Specialty Underwriting and Residential Finance from various originators. Three tranches from Merrill Lynch Mortgage Investors, Inc. series 2003-BC4 and four tranches from Specialty Underwriting and Residential Finance Trust series 2004-BC1 and 2004-BC2 are downgraded because the current credit enhancement provided by subordination, overcollateralization and excess spread for each tranche is inconsistent with the current rating compared to the projected and stressed losses of the underlying pool. The stepping down and continuous losses have left the deal with thin credit enhancement level and made tranches at the bottom of the capital structure more vulnerable to pool deterioration towards the tail end of a deal's life. The complete rating actions are: Issuer: Merrill Lynch Mortgage Investors, Inc. Downgrade -- Series 2003-BC4, Class B-1, Downgraded to Baa3 from Baa1; -- Series 2003-BC4, Class B-2, Downgraded to Ba2 from Baa2; -- Series 2003-BC4, Class B-3, Downgraded to Ca from Baa3; Issuer: Specialty Underwriting and Residential Finance Trust Downgrade -- Series 2004-BC1, Class B-1, Downgraded to Ba2 from Baa2; -- Series 2004-BC1, Class B-2, Downgraded to Caa2 from Baa3; -- Series 2004-BC2, Class B-1, Downgraded to B1 from Baa2; -- Series 2004-BC2, Class B-2, Downgraded to Ca from Baa3. MID OCEAN: Weak Credit Quality Prompts Moody's Rating Reviews ------------------------------------------------------------- Moody's Investors Service downgraded and placed on review for possible downgrade these notes issued by Mid Ocean CBO 2001-1 Ltd.: Class Description: $215,000,000 Class A-1L Floating Rate Notes due 2036 -- Prior Rating: Ba2 -- Current Rating: B1, on review for possible downgrade Class Description: $50,000,000 Class A-1 6.5563% Notes due 2036 -- Prior Rating: Ba2 -- Current Rating: B1, on review for possible downgrade Moody's also downgraded these notes: Class Description: $15,000,000 Class A-2L Floating Rate Notes due 2036 -- Prior Rating: Caa2 -- Current Rating: Ca According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. MIGUEL PEREZ: Case Summary & Eight Largest Unsecured Creditors -------------------------------------------------------------- Debtors: Miguel A Colon Perez Anabelle Quiles Jimenez dba MC Refrigeration dba Panaderia San Jose Urb Lago Horizonte 3506 Calle Diamante Coto Laurel, PR 00780 Bankruptcy Case No.: 07-07532 Chapter 11 Petition Date: December 21, 2007 Court: District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtors' Counsel: Modesto Bigas Mendez, Esq. Bigas & Bigas P.O. Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Estimated Assets: $0 to $10,000 Estimated Debts: $1 Million to $100 Million Debtors' list of its Eight Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Banco Popular $1,118,249 P.O. Box 362708 San Juan, PR 00936-2708 Westernbank $759,484 Departamento de Cobros P.O. Box 1180 Mayaguez, PR 00681-1180 Miguel Anadon Mirabal $617,000 Urb La Rambla 1734 Calle Siervas De Maria Ponce, PR 00730 Jose Mercado Perez $400,000 c/o Alfonso J. Gomez Roubert 2128 Avenue Las Americas Ponce, PR 00717 El Bodegon de San Jose Inc $115,000 Ford Credit $46,275 Bank of America $24,000 American Express Corp $19,754 MILLER PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $1.5 Mil. ---------------------------------------------------------------- Miller Petroleum Inc.'s consolidated balance sheet at Oct. 31, 2007, showed $4.5 million in total assets, $1.6 million in total liabilities, and 4.4 million in temporary equity, resulting in a $1.5 million total stockholders' deficit. The company's consolidated balance sheet at Oct. 31, 2007, also showed strained liquidity with $474,423 in total current assets available to pay $1.3 million in total current liabilities. The company reported a net loss of $217,081 on total revenue of $274,504 for the second quarter ended Oct. 31, 2007, compared with a net loss of $257,518 on total revenue of $381,640 in the corresponding period in the previous fiscal year. Oil and gas revenue was $174,264 for the three months ended Oct. 31, 2007, as compared to $128,683 for the three months ended Oct. 31, 2006, an increase of $45,581. This resulted from changing oil vendors in 2006 such that oil was not collected for approximately one month, requiring a cessation of production. Service and drilling revenue was $100,240 for the three months ended Oct. 31, 2007, as compared to $252,957 for the three months ended Oct. 31, 2006, a decrease of $152,717. This resulted from an decrease in drilling activity due to the litigation with Wind City. The cost of service and drilling revenue was $68,519 for the three months ended Oct. 31, 2007, as compared to $220,013 for the three months ended Oct. 31, 2006, a decrease of $151,494. This was due to the decrease in drilling activities due to the litigation with Wind City. Interest expense was $60,779 for the three months ended Oct. 31, 2007, as compared to $6,894 for the three months ended Oct. 31, 2006, an increase of $53,885. This resulted from the interest on additional borrowings during 2007. Gain on sale of equipment was $88,250 for the three months ended Oct. 31, 2007, as compared to $-0- for the three months ended Oct. 31, 2006, an increase of $88,250. This resulted from equipment sold during the current quarter. Full-text copies of the company's consolidated financial statements for the quarter ended Oct. 31, 2007, are available for free at http://researcharchives.com/t/s?26a8 Going Concern Doubt Rodefer Moss & Co. PLLC, in Knoxville, Tennessee, expressed substantial doubt about Miller Petroleum Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended April 30, 2007, and 2006. The auditing firm reported that the company has suffered recurring losses from operations, and is facing litigation with Wind City which might require the company to redeem 2,900,000 shares of the company's common stock for approximately $4,350,000, which it currently does not have the capability of funding. Management believes that the company will need total additional financing of approximately $5,000,000 to effect the repurchase and continue to operate as planned during the six month period subsequent to Oct. 31, 2007. Most of the depositions in the arbitration have been completed. Management is unable to assess the likelihood of an adverse outcome, or the likely range of damages that might be awarded in the event of an adverse verdict. The company is also in default on its note payable for $25,000 to Delta Producers which fell due last July 20, 2007. About Miller Petroleum Headquartered in Huntsville, Tennessee, Miller Petroleum Inc. (OTC BB: MILL.OB) -- http://www.millerpetroleum.com/ -- is engaged in the exploration, development, production and acquisition of crude oil and natural gas primarily in eastern Tennessee. In December 2005, the company entered into an LLC agreement with Wind City Oil & Gas LLC to form Wind Mill Oil & Gas LLC. The company has a 49.9% interest in Wind Mill and Wind City's interest is 50.1%. The LLC only encompasses new drilling projects. MOVIE GALLERY: Wants Plan Solicitation & Tabulation Protocols OK'd ------------------------------------------------------------------ Movie Gallery Inc. and its debtor subsidiaries ask the U.S. Bankruptcy Court for the Eastern District of Virginia to approve their proposed plan solicitation and tabulation procedures. The Debtors propose to serve the Disclosure Statement and the Plan in CD-ROM format instead of paper format through the Voting and Claims Agent, 28 days before the Voting Deadline. The Debtors ask the Court to establish 4:00 p.m., Pacific Time on the date that is approximately 10 calendar days before the Confirmation Hearing, as the Voting Deadline. The Debtors request that the Court establish Jan. 29, 2008, as the Voting Record Date for determining: (a) the holders of claims, including holders of bonds, debentures, notes and other securities, that are entitled to receive the Solicitation Package; (b) the claimholders that are entitled to vote to accept the Plan; (c) whether claims have been properly assigned or transferred to an assignee pursuant so that the Assignee can vote; and (d) the holders of 11% Senior Notes allowed to participate in the Rights Offering. Form of Ballots The ballots, substantially based on Official Form No. 14 and modified to include certain additional appropriate and relevant information for the Voting Class, will be distributed to Holders of Claims in Classes 3, 4, 5, 6, 7A, 7B, 7C, 7D, 7E and 7F. Certain Nominees, including brokerage firms and banks who hold relevant Securities rather than the Beneficial Holders, will receive solicitation packages. The Master Ballots will also be distributed to the Nominees and tabulated by the Securities Voting Agent. The Confirmation Hearing Notice will state the Voting Deadline. Tabulation Procedures Regarding general ballots, the Debtors propose that: (a) untimely filed ballot or master ballot will be deemed as invalid; (b) the Debtors' Voting and Claims or the Securities Voting Agent, as applicable, will (i) date and time-stamp all Ballots and Master Ballots when received, and (ii) retain the original ballots and master ballots and an electronic copy of the same for a period of one year after the Plan confirmation, unless otherwise ordered by the Court; (c) delivery of a ballot or master ballot to the Debtors' Voting Agents, by facsimile, e-mail or any other electronic means will not be valid; (d) the Debtors will file the Voting Report with the Court no later than five days prior to the Confirmation Hearing; (e) in case of multiple ballots or master ballots received from the same claimholder with respect to the same claim, the last ballot or master ballot will supersede and revoke those that were earlier received; (f) a ballot or a master ballot that partially rejects and partially accepts the Plan will not be counted; (g) in the event a designation for lack of good faith is requested by a party-in-interest, the Court will determine whether any vote to accept and reject the Plan will be counted; (h) a claim that has been estimated or otherwise Allowed for voting purposes by a Court Order, will be temporarily Allowed for voting purposes only and not for purposes of allowance or distribution; (i) ballots and master ballots will not be counted if they: -- are illegible or contain insufficient information to permit the identification of the Holder of the Claim; -- are cast by an entity that does not hold a Claim Voting Class; -- are cast for a contingent, unliquidated or disputed Claim, or for which the applicable Bar Date has passed and no Claim was timely filed; -- are unsigned; -- are not marked to accept or reject, or marked both to accept and reject the Plan; and -- are submitted by any entity not entitled to vote pursuant to the Procedures. The rules with respect to the tabulation of master ballots and ballots cast by Nominees and Beneficial Holders include: (a) Votes cast by Beneficial Holders through Nominees will be applied to the their positions held in Classes 6 and 7E as of the Record Date. Votes submitted by a Nominee, whether pursuant to a master ballot or prevalidated Ballot, will not be counted in excess of the amount of the Securities; (b) discrepancies with respect to conflicting votes or "over-votes" will be reconciled by the Debtors with the Nominees; and (c) To the extent of the Nominee's position in Classes 6 and 7E, over-votes on a master ballot or prevalidated ballot that are not reconciled prior to the preparation of the vote certification, will be applied in the same proportion as the votes to accept and to reject the Plan. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, is the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. The Official Committee of Unsecured Creditors has selected Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at Miles & Stockbridge PC, as its local counsel. The Debtors' spokeswoman Meaghan Repko said that the company does not expect to exit bankruptcy protection before the second quarter of 2008. The Debtors' exclusive plan filing period expires on Feb. 13, 2008. (Movie Gallery Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE HOLDINGS: Weak Operation Prompts S&P to Cut Rating to B- -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Toronto- based 6811540 Canada Inc. (Movie Holdings, formerly known as Motion Picture Distribution FinCo), including the corporate credit rating to 'B-' from 'B', and placed them on CreditWatch with negative implications. The bank loan recovery ratings remain unchanged. S&P's rating action was based on the company's pro forma performance for the full third quarter ended Sept. 30, 2007. "While revenue declined in the quarter compared with the same period last year, reported EBITDA was substantially below our expectations," said Standard & Poor's credit analyst Lori Harris. Pro forma debt to EBITDA will be much higher than the original estimate of almost 6x for 2007. Movie Holdings is a new company formed on Aug. 15, 2007, to enable sponsors GS Capital Partners VI LP, a private equity affiliate of New York-based Goldman, Sachs & Co. and Toronto-based EdgeStone Capital Partners, to acquire the Movie Distribution Income Fund. The ratings on Movie Holdings reflect its high financial risk profile resulting from the leveraged acquisition, weak operating performance in the past couple of years, lack of business diversity, and customer concentration. In addition, the company has poor earnings visibility because of the uncertainty surrounding the success of the motion picture slate in any given year. The company's solid market position in the distribution of motion pictures and television programs in Canada only slightly offsets these factors. In resolving its CreditWatch listing, Standard & Poor's will meet with management and review Movie Holdings' operating and financial strategies. NASDAQ STOCK: Thomas Stemberg Leaves Board Effective December 31 ---------------------------------------------------------------- Thomas G. Stemberg, managing general partner of the Highland Consumer Fund and former Chairman of Staples, tendered his resignation from The Nasdaq Stock Market Inc.'s Board of Directors, effective Dec. 31, 2007. "Tom embodies the pioneering spirit that NASDAQ is known for, first through the founding of a company that defined the office products industry, and now by helping others to bring new and innovative businesses to market," Bob Greifeld, President and Chief Executive Officer of The Nasdaq Stock Market, Inc. said. "NASDAQ is lucky to have been the beneficiary of Tom's unique insight into product innovation and his deep understanding of how to build successful and enduring companies." Mr. Stemberg pioneered the office superstore industry when he opened the first Staples store in 1986. Mr. Stemberg served as CEO for 16 years and Chairman for three additional years. He propelled Staples' business growth through store expansion programs, a delivered office products business, growing international presence, and award-winning e-commerce operations. Mr. Stemberg also founded Olly Shoes, a children's shoe retailer. In addition, he serves on the boards of two NASDAQ-listed companies, Lululemon Athletica (Nasdaq:LULU), and PetSmart (Nasdaq:PETM). Headquartered in New York City, The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic equity securities market in the United States with about 3,200 companies. * * * As reported in the Troubled Company Reporter on Sept. 24, 2007, Moody's Investors Service placed the Ba3 corporate family rating of Nasdaq Stock Market Inc. on review for upgrade. On Sept. 20, 2007, Standard & Poor's Rating Services assigned BB long-term foreign and local issuer credit ratings to Nasdaq Stock Market Inc. NEUMANN HOMES: Court Approves Paul Hastings as Committee's Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Neumann Homes Inc. and its debtor-affiliates' bankruptcy cases obtained authority from the United States Bankruptcy Court for the Northern District of Illinois to retain Paul, Hastings, Janofsky & Walker LLP as its counsel, nunc pro tunc to Nov. 7, 2007. As reported in the Troubled Company Reporter on Dec. 12, 2007, the Creditors Committee selected Paul Hastings because of its expertise on bankruptcy and restructuring, finance, labor and employment, litigation, real estate, among others. As the Creditors Committee's counsel, the firm will: (a) advise the Creditors Committee concerning its rights, powers and duties under Section 1103 of the Bankruptcy Code; (b) give advice concerning the administration of the Debtors' Chapter 11 cases; (c) advise the Creditors Committee concerning any efforts by the Debtors or other parties to collect and recover property beneficial to the estates; (d) give counsel in connection with the formulation, negotiation, and confirmation of a plan or plans of reorganization or liquidation and related documents; (e) review the nature, validity, and priority of liens asserted against the Debtors' property and advise the Creditors Committee concerning the liens' enforceability; (f) investigate, if necessary, any actions pursuant to Sections 542-550 and 553 of the Bankruptcy Code; (g) prepare legal documents, review financial and other reports filed in the cases on behalf of the Creditors Committee; (h) give advice concerning, and prepare responses to, motions, applications, notices, among others, that may be filed in the cases; (i) advise and assist the Creditors Committee in connection with the disposition of the bankruptcy estates' property; (j) advise and assist the Creditors Committee concerning proposed executory contract and unexpired lease assumptions, assumptions and assignments, and rejections; (k) assist in claims analysis and resolution matters; (l) commence and conduct litigation necessary to assert rights on behalf of the Creditors Committee; and (m) perform other legal services. Paul Hastings will be paid on an hourly basis, plus reimbursement of out-of-pocket expenses incurred related to any work undertaken. Paul E. Harner, Esq., at Paul Hastings assures the Court that the firm does not hold or represent any interest adverse to the Committee or any other parties-in-interest. He adds that the firm is a disinterested person as that phrase is defined in Section 101(14). Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The company have built more than 11,000 homes in some 150 residential communities. The company offer formal business training to employees through classes, seminars, and computer- based training. The company filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. When the Debtors filed for protection against its creditors, they listed assets and debts of more than $100 million. (Neumann Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). NEUMANN HOMES: Can Sell 36 Trailers to CTPC for $631,208 -------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Illinois authorized Neumann Homes Inc. and its debtor-affiliates to sell 36 construction trailers for $631,208 to Chicago Trailer Pool Corporation. As reported in the Troubled Company Reporter on Dec. 18, 2007, the construction trailers were previously used by the Debtor- affiliate Precision Framing Services, LLC, in its manufacturing business operation. Thirty-two of the trailers were leased from Banc of America Leasing & Capital, LLC, while the four others are owned by the Debtors. George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, relates that Banc of America will receive all proceeds from the sale of the leased trailers while the Debtors' estates will receive the sale proceeds of the four other trailers. The bank also agreed to terminate the leases on and release all claims asserted against the leased trailers. Chicago Trailer offered to purchase the leased trailers for $601,208, and the four others for $30,000, plus sales tax. Mr. Panagakis said the trailers are no longer necessary for Precision Framing's or the Debtors' business operations, and the Debtors are not aware of any party interested in purchasing the trailers. According to Mr. Panagakis, neither the buyer for Precision Framing's assets used in its business operations in Denver, Colorado, nor the prospective buyers for its business in Montgomery, Illinois, are interested to purchase the trailers or continue the lease. Precision Framing offered to sell its assets for $1,000,000 to 4908 Tower, LLC, a Colorado-based limited liability company. Since the Petition Date, Precision Framing has been winding down its business operations and seeking potential buyers. Mr. Panagakis contended that the proposed sale transaction is justified. "The transaction allows the Debtors to realize $30,000 in cash for the owned trailers that no longer benefit their estates and eliminate all costs in maintaining the 36 trailers," Mr. Panagakis points out. He adds that the sale of the leased trailers would also eliminate claims of Banc of America. The Debtors further requested that the pre-confirmation asset transfer be exempt from stamp and transfer tax, or any other similar tax. "Since the consummation of the proposed transfer is critical to the ultimate consummation of a plan of reorganization in the Debtors' Chapter 11 cases, the proposed transfer should be afforded exemption from stamp taxes or similar taxes provided by Section 1146(a) of the Bankruptcy Code," Mr. Panagakis states. Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The company have built more than 11,000 homes in some 150 residential communities. The company offer formal business training to employees through classes, seminars, and computer- based training. The company filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors has selected Paul, Hastings, Janofsky & Walker LLP, as its counsel in these bankruptcy proceeding. When the Debtors filed for protection against its creditors, they listed assets and debts of more than $100 million. (Neumann Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). NORTEL NETWORKS: Settles Patent Dispute With Vonage Holdings ------------------------------------------------------------ Nortel Networks Corp. and Vonage Holdings Corp. have agreed in principle to end the litigation pending between them. The contemplated settlement involves a limited cross license to three Nortel and three Vonage patents and will not call for any monetary payments by any party. Claims relating to past damages and the remaining patents will be dismissed without prejudice. The settlement is subject to final documentation. "We are pleased to resolve this issue and enter into a productive relationship with Nortel," said Vonage Chief Legal Officer Sharon O'Leary. According to a Bloomberg report cited by the Troubled Company Reporter on Dec. 21, 2007, Nortel sued Vonage alleging infringement on 12 patents covering technology used in managing telephone data. Bloomberg's report said Nortel's lawsuit came after Vonage sued Nortel's U.S. unit in August seeking to invalidate three of the patents, arguing that the patents shouldn't have been issued by the U.S. Patent and Trademark Office. Nortel denied the allegations and claimed that Vonage is violating the three patents and nine others, Bloomberg said. The Delaware case is Vonage Holdings Corp. v. Nortel Networks Inc., 07CV507, U.S. District Court, Delaware (Wilmington). About Vonage Headquartered in Holmdel, New Jersey, Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- provides broadband telephone services with over 1.4 million subscriber lines as of February 8, 2006. Utilizing its voice over Internet protocol technology platform, the company offers feature-rich, low-cost communications services with a call quality comparable to traditional telephone services. While customers in the United States represent over 95% of its subscriber lines, Vonage continues to expand internationally, having launched its service in Canada in November 2004, and in the United Kingdom in May 2005. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. * * * Nortel Networks Corp. still carries Moody's Investors Service 'B3' Senior Unsecured Debt rating which was placed on March 22, 2007. NORTEL NETWORKS: Unit Commences Exchange Offer for 3 Senior Notes ----------------------------------------------------------------- Nortel Networks Corporation's principal direct operating subsidiary, Nortel Networks Limited, has commenced offers to exchange: (1) any and all of the U.S.$450,000,000 outstanding principal amount of 10.75% Senior Notes due 2016 for an equal amount of new 10.75% Senior Notes due 2016; (2) any and all of the U.S.$550,000,000 outstanding principal amount of 10.125% Senior Notes due 2013 for an equal amount of new 10.125% Senior Notes due 2013; and (3) any and all of the U.S.$1,000,000,000 outstanding principal amount of Floating Rate Senior Notes due 2011 for an equal amount of new Floating Rate Senior Notes due 2011. The outstanding notes are, and the new notes will be, fully and unconditionally guaranteed by Nortel Networks Corporation and initially guaranteed by Nortel Networks Inc. The terms of the new notes are substantially the same as the original notes, except that the new notes will be registered under the U.S. Securities Act of 1933, as amended, and the new notes have no transfer restrictions, rights to additional interest or registration rights, except for certain restrictions on transfers of new notes in Canada under applicable Canadian securities laws. The new notes have not been, and will not be, qualified for distribution under the securities laws of any province or territory of Canada except pursuant to available exemptions therefrom. A written prospectus providing the terms of each exchange offer may be obtained through the information agent, which can be contacted at: D.F. King & Co., Inc. 48 Wall Street New York, NY 10005 Banks and brokers call: (212) 269-5550 All others call: (800) 659-6590 The exchange offers commenced on Dec. 21 2007, and are scheduled to expire at 5:00 p.m., New York City time, on Jan. 25, 2008, unless extended. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. * * * Nortel Networks Corp. still carries Moody's Investors Service 'B3' Senior Unsecured Debt rating which was placed on March 22, 2007. PANITZ SIGNATURE: Files Chapter 7 After Unsuccessful Auction ------------------------------------------------------------ Panitz Signature Homes LLC filed chapter 7 petition with the U.S. Bankruptcy Court for the Middle District of Florida on Dec. 18, 2007, after failing to sell residential units at an auction last May 19, Christian Conte writes for Jacksonville Business Journal. Panitz shut down business last April due to the slump in the real estate industry and subsequently auctioned its assets, Business Journal relates, citing company counsel, Brad Markey, Esq., at Stutsman Thames & Markey PA. Ponte Vedra Beach, Florida-based Panitz Signature Homes is a luxury residential homebuilder in Northeast Florida for 27 years. It was sold and operated as a Beazer Homes division for nine years beginning 1994 but was later returned to its custom home building market by the Panitz Family. Despite going out of business, the company ranked 25 on the home builders list in The Business Journal's 2008 Book of Lists with 80 homes built in 2006 at an average price of $460,000. The company filed for chapter 7 bankruptcy on Dec. 18, 2007 (Bankr. M.D. Fla.). When it filed for bankruptcy, the Debtor listed $18.4 million in assets and $16.5 million in debts. Branch Banking & Trust Co. is the Debtor's major creditor with $3.8 million claim. PERFORMANCE TRANS: Panel Taps Traxi LLC as Financial Advisors ------------------------------------------------------------- The Official Committee of Unsecured Creditors for Performance Transportation Services Inc. and its debtor-affiliates' Chapter 11 cases seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Traxi LLC as its financial advisors, nunc pro tunc to Nov. 29, 2007. The Committee has selected Traxi because Traxi has experience in providing financial advisory services in Chapter 11 cases and is familiar with the Debtors' business. Traxi will assist the Committee in evaluating the Debtors' businesses during the Chapter 11 cases. Specifically, Traxi will: a) provide financial analysis related to the proposed DIP Financing Motion and other "first day" motions including assistance in negotiations, attendance at hearings, and testimony related to the analysis; b) provide financial analysis related to the Debtors' proposed 363 Sale including assistance in negotiations, attendance at hearings, and testimony related to the analysis; c) review all financial information prepared by the Debtors or their consultants as requested by the Committee including, the Debtors' financial statements as of the Bankruptcy filing, showing in detail all assets and liabilities and priority and secured creditors; d) monitor the Debtors' activities regarding cash expenditures, receivable collections, asset sales and projected cash requirements; e) attend meetings including the Committee, the Debtors, creditors, their attorneys and consultants, Federal and state authorities, if required; f) review the Debtors' periodic operating and cash flow statements; g) review the Debtors' books and records for intercompany transactions, related party transactions, potential preferences, fraudulent conveyances and other potential pre-bankruptcy filing investigations; h) undertake any investigation with respect to the pre- bankruptcy filing acts, conduct, property, liabilities and financial condition of the Debtors, their management, creditors including the operation of their businesses, and as appropriate, avoidance actions; i) review any business plans prepared by the Debtors or their consultants; j) review and analyze proposed transactions for which the Debtors seek Court approval; k) assist in a sale process of the Debtors collectively or in segments, parts or other delineations, if any; 1) assist the Committee in developing, evaluation, structuring and negotiating the terms and conditions of all potential plans of reorganization; m) estimate the value of the securities, if any, that may be issued to unsecured creditors under any plan; n) provide expert testimony on the results of the Committee's findings; o) analyze potential divestitures of the Debtors' operations; p) assist the Committee in developing alternative plans including contacting potential plan sponsors if appropriate; and q) provide the Committee with other and further financial advisory services with respect to the Debtors, including valuation, general restructuring and advice with respect to financial, business and economic issues, as may arise during the course of the restructuring as requested by the Committee. Perry M. Mandrino, a senior managing director at Traxi, relates that Traxi will be paid on an hourly basis in accordance with its ordinary and customary hourly rates. The professionals' rates are: Professional Rate ------------ ---- Partners/Managing Directors $450 - $575 Managers/Directors $275 - $450 Associates/Analysts $125 - $275 Mr. Mandrino assures the Court that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code. Performance Transportation Services Inc. is the second largest transporter of new automobiles, sport-utility vehicles and light trucks in North America, and operates under three key transportation business lines including: E. and L. Transport, Hadley Auto Transport and Leaseway Motorcar Transport. The company and 13 of its affiliates previously filed for Chapter 11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06- 00107). The Court confirmed the Debtors' plan on Dec. 21, 2006, and that plan became effective on Jan. 29, 2007. Garry M. Graber, Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day represented the Debtors in their retructuring efforts. When the Debtor filed for protection from their creditors it reported more than $100,000,000 in total assets. It also disclosed owing more than $100,000,000 to at most 10,000 creditors, including $708,679 to Broadspire and $282,949 to General Motors of Canada Limited. The company and its debtor-affiliates filed their second Chapter 11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746 thru 07-04760). Tobias S. Keller, Esq., at Jones Day, represents the Debtors. Garry M. Graber, Esq., at Hodgson, Russ LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. (Performance Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000). PERFORMANCE TRANS: Wants to Hire Reed Smith as Special Counsel -------------------------------------------------------------- Performance Transportation Services Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of New York to employ Reed Smith LLP as special counsel in connection with labor union and pension plan matters. The Debtor related that Reed Smith has extensive experience and knowledge in the field of debtors' and creditors' rights, labor union negotiations and pension plan issues in business reorganizations under Chapter 11. Reed Smith also served as special labor counsel to the Debtors in their previous bankruptcy case. Reed Smith will: a. advise and represent PTS with respect to all issues involving or relating to its collective bargaining agreements; b. advise and represent PTS with respect to issues involving or relating to all pension plans, health plans and other employee benefits for both active and retired employees; c. advise and represent PTS with respect to all issues involving or relating to compensation of its hourly and salaried workforce; and d. perform all necessary or appropriate actions relating to the services. Jeffrey L. Cornish, president and chief executive officer of Performance Logistics Group, Inc., tells the Court that the Debtors will pay Reed Smith on an hourly basis in accordance with its ordinary and customary hourly rates: Professional Rate ------------ ---- Paul M. Singer $675 William Bevan III $500 Jeanne S. Lofgren $350 Partners $390 - $920 Associates and Counsel $260 - $575 Paralegals $125 - $310 Mr. Cornish disclosed that Reed Smith has waived a prepetition claim for $4,052 against the Debtors. Paul M. Singer, Esq., at Reed Smith LLP, assured the Court that neither his firm nor any of its partners or associates, hold or represent any interest adverse to the Debtors' estate in the matters on which the firm is to be engaged. He also asserted that the firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. Performance Transportation Services Inc. is the second largest transporter of new automobiles, sport-utility vehicles and light trucks in North America, and operates under three key transportation business lines including: E. and L. Transport, Hadley Auto Transport and Leaseway Motorcar Transport. The company and 13 of its affiliates previously filed for Chapter 11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06- 00107). The Court confirmed the Debtors' plan on Dec. 21, 2006, and that plan became effective on Jan. 29, 2007. Garry M. Graber, Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day represented the Debtors in their retructuring efforts. When the Debtor filed for protection from their creditors it reported more than $100,000,000 in total assets. It also disclosed owing more than $100,000,000 to at most 10,000 creditors, including $708,679 to Broadspire and $282,949 to General Motors of Canada Limited. The company and its debtor-affiliates filed their second Chapter 11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746 thru 07-04760). Tobias S. Keller, Esq., at Jones Day, represents the Debtors. Garry M. Graber, Esq., at Hodgson, Russ LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. (Performance Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000). POPE & TALBOT: Court Okays Rothschild Inc. as Financial Advisor --------------------------------------------------------------- The Hon. Christopher S. Sontchi of the Unites States Bankruptcy Court for the District of Delaware has approved Pope & Talbot and its debtor-affilates' employment of Rothschild Inc. as their financial advisor and investment banker effective as of Nov. 19, 2007. The Court held that the U.S. Trustee will retain all rights to object to the Initial Sale Fee, the Completion Fee and any Financing Fee based on the reasonablenesss standard under Section 330 of the Bankruptcy Code. The Debtors will indemnify and hold Rothschild, its officers, employees and agents, harmless except in circumstances of Rothschild's gross negligence or willful misconduct. If, before the earlier of (i) the Court's confirmation of a plan of reorganization, or (ii) the Court's closing of the Debtors' Chapter 11 proceedings, Rothschild believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the terms of the Rothschild engagement letter, the Debtors will not pay any amounts to Rothschild unless approved by the Court. According to Judge Sontchi, Rothschild will not be entitled to receive a Financing Fee with respect to: -- any financing raised and provided without Rothschild's assistance; or -- any debt or equity provided by the Debtors' general unsecured creditors pursuant to an offering available to all or substantially all of the Debtors' impaired general unsecured creditors under a plan of reorganization. As reported in the Troubled Company Reporter on Dec. 3, 2007, the Debtors selected Rothschild because of its expertise in investment banking services, including domestic and cross-border restructuring, and because of the firm's extensive experience working with companies from various industries in complex financial restructuring, both out of court and in Chapter 11 cases, and familiarity with the Debtors' business, capital structure, financial affairs, and related matters. As their financial advisors, the Debtors expect Rothschild to: (a) undertake, in consultation with members of management, a comprehensive study and analysis of the Debtors' business, operations, liquidity, financial condition and prospects; (b) analyze industry trends and the Debtors' strategic position with each of its operating segments; (c) assist management in the preparation and review of the Debtors' financial or business plans, and analyze their strategic alternatives; (d) analyze liquidity and debt capacity under various strategic scenarios; (e) analyze and provide a recommendation to management with respect to incremental liquidity requirements under various strategic scenarios including the sale of certain assets; (f) assist in the development and execution of a strategy to improve the Debtors' short-term liquidity; (g) review comparable company and transaction information with respect to valuation, capital structure, operating efficiency and competitive strategies; (h) assist in valuing the Debtors and, as appropriate, valuing the Debtors' assets or operations, provided that any real estate or fixed asset appraisals will be undertaken by outside appraisers, separately retained and compensated by the Debtors; (i) advise the Debtors as to the availability of new debt or equity financing, mergers or acquisitions, and the sale or disposition of the Debtors' assets or businesses; (j) attend and present material at Board of Directors' meetings as requested by the Debtors; (k) attend meetings and interact with creditors as requested; (l) assist the Debtors and their other professionals in preparing for any potential litigation or depositions that may arise in connection with the services and provide relevant deposition or expert testimony with respect to the matters; (m) if the Debtors determine to commence Chapter 11 cases in order to pursue a transaction, and if requested by the Debtors, participate in hearings before the Court in which the cases are commenced, and provide testimony on matters and issues arising in connection with any proposed Plan; and (n) render other financial advisory and investment banking services as may be agreed upon by the Debtors and Rothschild. Stephen S. Ledoux, a professional at Rothschild, assured the Court that it is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Shearman & Sterling LLP is the Debtor's bankruptcy counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. represents the Debtors as bankruptcy co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). POPE & TALBOT: May Hire FTI to Perform Financial Advisory Services ------------------------------------------------------------------ The United States Bankruptcy Court for the District of Delaware has authorized Pope & Talbot Inc. and its debtor-affiliates to employ FTI Consulting Inc. to perform financial advisory services for them, effective as of Nov. 19, 2007. Kelly Beaudin Stapleton, the United States Trustee for Region 3, attempted to block approval of the Debtors' request, arguing that: -- FTI Consulting's evergreen retainer is neither appropriate nor reasonable; -- the Debtors seek to enforce the Application's arbitration clause while it is still pending before the Court; and -- the indemnification provisions provide FTI Consulting with a liability cap if indemnification does not apply. William K. Harrington, Esq., trial attorney for the U.S. Trustee, argued that the use of funds from operations to compensate FTI Consulting, even though a retainer is held by the firm, provides a significant drain on the cash flow of the Debtors. By applying the retainer as an evergreen retainer, FTI Consulting is taking the unfortunate action of competing for cash flow where a deficit exists, Mr. Harrington asserted. The Hon. Christopher S. Sontchi held that FTI Consulting will be compensated, including with respect to any value-added fee, pursuant to the standards and procedures set forth in Sections 330 and 331 of the Bankruptcy Code, all applicable Bankruptcy Rules and Local Bankruptcy Rules for the United States Bankruptcy Court for the District of Delaware, guidelines established by the Office of the United States Trustee, and further Court order. Judge Sontchi permitted the Debtors to indemnify and hold FTI Consulting, its officers, employees and agents, harmless except in circumstances of FTI Consulting's gross negligence or willful misconduct. If, before the earlier of (i) the Court's confirmation of a plan of reorganization, or (ii) the Court's closing of the Debtors' Chapter 11 proceedings, FTI Consulting believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the terms of the FTI Consulting engagement letter, the Debtors will not pay any amounts to FTI Consulting unless approved by the Court, Judge Sontchi said. FTI Consulting reserves the right to file an administrative claim for any liability not covered by the FTI Consulting Employment Order, without prejudice to the right of the Debtors and any other party-in-interest to object to the claim. As reported in the Troubled Company Reporter on Dec. 4, 2007, the Debtors engaged FTI Consulting on Sept. 5, 2007, to provide them with financial advisory and consulting services. Pursuant to the terms of an engagement letter between the Debtors and FTI Consulting, dated September 5, FTI Consulting is expected to, among other things: (1) assist the Debtors with information and analyses required pursuant to the Debtors' prepetition financing; (2) assist with the identification and implementation of short-term cash management reporting procedures; (3) assist in the preparation of financial information for distribution to creditors, including cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transaction; (4) assist the Debtors in developing and implementing strategies to address critical trade suppliers; (5) provide assistance with tax planning and compliance issues with respect to any proposed restructuring, as well as any and all other tax assistance as may be requested from time to time; (6) assist the Debtors in the valuation of businesses and in the preparation of a liquidation valuation for a reorganization plan and disclosure purposes; (7) advise and assist the Debtors in reviewing executory contracts and providing recommendations to assume or reject; (8) advise and assist the Debtors in their assessment of the bonus, incentive and severance plans; and (9) advise and assist the Debtors in the process of identifying and reviewing DIP financing. Mr. Stanton related that Scott Rinaldi, a managing director of FTI Consulting, has been helping to oversee and coordinate the Debtors' treasury functions due to the vacancy that exists in the Debtors' treasurer position. FTI Consulting will be paid on an hourly basis: Professional Hourly Rate ------------ ----------- Senior Managing Director $615 to $675 Directors I Managing Directors $450 to $590 Associates I Consultants $225 to $420 Administration I Paraprofessionals $95 to $180 Dewey Inhoff, senior managing director with FTI Consulting, assured the Court that his firm is a "disinterested person," as the term is defined in Section 101(14) of the Bankruptcy Code. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Shearman & Sterling LLP is the Debtor's bankruptcy counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. represents the Debtors as bankruptcy co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). POPE & TALBOT: Court Approves S. Rives as Special Outside Counsel ----------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has given permission to Pope & Talbot Inc. and its debtor- affiliates to employ Stoel Rives LLP as their special outside counsel on certain non-bankruptcy, corporate advisory matters, effective as of Nov. 19, 2007. According to the Hon. Christopher S. Sontchi, the corporate advisory matters for which Stoel Rives is being retained does not include representing the Debtors with respect to the negotiation of the terms of the proposed asset purchase agreement with International Forest Products Limited for the sale of the Debtors' wood products business. As reported in the Troubled Company Reporter Dec. 4, 2007, the Debtors told the Court that Stoel Rives LLP will advise the Debtors on a wide variety of corporate advisory matters, including: * general corporate; * securities compliance; * assisting the Debtors' counsel with non-bankruptcy aspects of mergers and acquisitions and financing; * employee benefits; * labor and employment law issues; * certain litigation matters currently pending, including two employment matters, two workers' compensation matters, and one commercial matter; and * environmental matters. The Debtors will pay for Stoel Rives' services at the firm's customary hourly rates of $160 to $525 for attorneys, and from $110 to $220 for para-professionals. The firm's hourly rates are subject to adjustment on a periodic basis. Mr. Stanton also told the Court that the Debtors have provided Stoel Rives a $75,000 prepetition retainer. In addition, Stoel Rives has received approximately $1,268,278 from the Debtors since Oct. 1, 2006, on account of legal services rendered. Although Stoel Rives has been paid for all outstanding balances existing as of the bankruptcy filing, Mr. Stanton clarifies, it is possible that a modest amount of fees and costs remain outstanding. In this event, the firm will file a claim for all prepetition fees and costs, much of which are likely to relate to either corporate advisory matters or the preparation of Stoel Rives' employment application, and all of which would be secured by and to the extent of the amount of the retainer. Ruth A. Beyer, Esq., a partner at Stoel Rives, assured the Court that her firm is a "disinterested person," as the term is defined in Section 101(14) of the Bankruptcy Code. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Shearman & Sterling LLP is the Debtor's bankruptcy counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. represents the Debtors as bankruptcy co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). QUEBECOR WORLD: Banks and Sponsors Grant Waivers Until March 31 --------------------------------------------------------------- Quebecor World Inc. has obtained from its banking syndicate and the sponsors of its North American securitization program waivers until March 31, 2008, from compliance with certain financial tests under the relevant agreements in respect of the quarter ended Dec. 31, 2007, in particular, the maximum Debt-to-EBITDA ratio of 4.50:1.00. The waivers are subject to a number of conditions including: (1) the company having obtained, on or before Jan. 15, 2008, $125 million of new financing; and (2) the company delivering, on or before Jan. 31, 2008, a "Refinancing Transaction", being comprised of commitments or other arrangements satisfactory to the company's lenders which would reduce the company's current credit facility to $500 million by Feb. 29, 2008, and further allow the repayment in full of the company's current credit facility and the concurrent termination of the company's North American securitization program on or before June 30, 2008. In addition, Quebecor World, with the assistance of its independent financial advisor, continues to actively pursue financing options and solutions to its liquidity and balance sheet challenges and to explore various strategic alternatives. The company is in active discussions with major financial institutions in respect of financing alternatives that could satisfy the conditions under the aforementioned waivers, although no firm commitments have been obtained, and there can be no assurance that such financing commitments will be obtained. About Quebecor World Inc. Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX: IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which it offers a mix of printed products and related value-added services to the Canadian market and internationally. The company is an independent commercial printer in Europe with 19 facilities, operating in Austria, Belgium, Finland, France, Spain, Sweden, Switzerland and the United Kingdom. In March 2007, it sold its facility in Lille, France. Quebecor World (USA) Inc. is its wholly owned subsidiary. * * * As reported in the Troubled Company Reporter on Nov. 29, 2007, Standard & Poor's Ratings Services lowered its preferred stock rating on Quebecor World Inc. two notches to 'C' from 'CCC-'. The company's other ratings, including the 'B-' long-term corporate credit rating, remain unchanged. All ratings are on CreditWatch with negative implications, where they were initially placed Aug. 9, 2007. QWEST COMMUNICATIONS: Jan Murley Joins Board of Directors --------------------------------------------------------- Qwest Communications International Inc. elected to its board of directors Jan L. Murley, a consultant with private equity firm Kohlberg Kravis Roberts & Co. Prior to her current role, Ms. Murley was chief executive officer and a director of The Boyds Collection, Ltd., a KKR portfolio company, from 2003 to 2006. The Boyds Collection is a designer and manufacturer of gifts and collectibles. Ms. Murley joined Hallmark Cards, Inc., publisher of greeting cards, in 1999 as group vice president where she was responsible for North American marketing, strategy, business development and corporate brand management. Prior to joining Hallmark, Ms. Murley was a vice president with Procter & Gamble. During her more than 20 years at P&G, she held a number of marketing and general management positions. Ms. Murley currently serves as a director of The Clorox Company and 1-800 Flowers.com. "I am very pleased to welcome Jan to the Qwest board," Ed Mueller, Qwest chairman and CEO, said. "Jan's extensive retail knowledge and experience building some of the most recognizable consumer brands will be a tremendous asset to Qwest." With the appointment of Ms. Murley, the Qwest board stands at 13 directors. Based in Denver, Colorado, Qwest Communications International Inc. (NYSE: Q) -- http://www.qwest.com/-- offers a combination of managed voice and data solutions for businesses, government agencies and consumers - nationwide and globally. * * * As reported in the Troubled Company Reporter on Dec. 17, 2007, Fitch Ratings has affirmed Qwest Communications International, Inc.'s Issuer Default Rating at 'BB'. Additionally Fitch has affirmed the IDRs of Qwest's wholly owned subsidiaries including Qwest Corporation as well as the specific issue ratings. The Rating Outlook for Qwest and its subsidiaries remains Stable. RAINIER CBO: Fitch Lifts Rating on $3.84MM Notes to BBB from B+ --------------------------------------------------------------- Fitch upgrades three classes of notes issued by Rainier CBO I, Limited. These rating action is effective immediately: -- $16,518,478 class A-4C notes upgraded to 'AA-' from 'BBB'; -- $10,760,000 class B-1L notes upgraded to 'A' from 'BB-'; -- $3,840,000 class B-2 notes upgraded to 'BBB' from 'B+'. Rainier is a collateralized debt obligation which closed July 18, 2000 and is managed by Centre Pacific LLC. Rainier is composed primarily of senior unsecured corporate debt. The upgrades are a result of amortization, discretionary sales, and cash accumulation. The principal collection account balance of $42.5 million, as of the Nov. 17, 2007 trustee report, is expected to be directed to the rated notes on the January 2008 payment date. According to Rainier's governing documents, the balance of the principal collection account may be invested in eligible investments maturing no later than the business day prior to the next payment date and must maintain ratings equivalent to, or greater than, 'AA-' or 'F1'. Currently, eligible investments are invested in 'AAA' rated securities. The rating of the class A-4C note addresses the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the class B-1L and class B-2 notes address the likelihood that investors will receive ultimate interest and deferred interest payments, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. REGENCY ENERGY: Inks $655 Million Buyout Deal with CDM Resource --------------------------------------------------------------- Regency Energy Partners LP has executed a definitive agreement to purchase CDM Resource Management Ltd. for $655 million, subject to certain adjustments and customary conditions at closing. Regency expects the CDM acquisition to be immediately accretive to cash available for distribution. With the acquisition, Regency expects to add a growing, complementary fee-based business segment and gain significant opportunities to realize synergies in its existing areas of operation. CDM is also expects to present growth opportunities for Regency in new regions, including South Louisiana, the Barnett Shale in North Texas, and the Arkoma Basin in West Arkansas. "With this acquisition, we are expanding the scale and scope of our capabilities, securing a stable, fee-based cash-flow stream and creating a steady source of long-term organic growth projects," James W. Hunt, chairman, president and chief executive officer of Regency, said. "CDM is a service-minded company with strong core competencies, a unique business model and a strong team culture. Led by its current management team, CDM will operate as a subsidiary of Regency." CDM is into large horsepower natural gas compression applications with 82% of its operating fleet represented by compression units of more than 1,000 horsepower. After the closing of the deal, Regency expects to operate more than 700,000 horsepower of compression. "CDM has experienced significant growth over the past three years, expanding its operating compressor fleet from 180,000 to more than 500,000 horsepower today, with an increase in large horsepower installations with long-term contracts," Randy Dean, president of CDM, said. "Regency's leadership and resources complement CDM's business model and offer additional opportunities for revenue growth." "As a subsidiary of Regency, CDM will continue to operate with the same management team and company culture that has produced these outstanding results," Mr. Hunt said. "Jointly, we expect our two service-oriented cultures to offer our customers greater opportunities to enhance their bottom line, and thus grow Regency's business." Regency will fund the transaction through: -- $446 million of bank debt; -- $205 million of deferred-pay limited partner units issued to the owners of CDM; and -- a $4-million capital contribution by the general partner of Regency in order for it to maintain its current ownership level. The new Class D units will be issued at a 7.5% discount to the common units of Regency, and will not participate in four distribution periods after closing and will thereafter be converted to common units, on a one-for-one basis. The units to be issued in the acquisition will be held by CDM management and affiliates of Riverstone Holdings L.L.C. and The Carlyle Group. CDM's management team has agreed to retain their units for a minimum period of two years and will participate in Regency's management incentive programs. Riverstone Holdings L.L.C.'s and The Carlyle Group's units will be subject to a lock-up agreement for a period of one year. UBS Investment Bank acted as exclusive financial advisor to Regency. Regency expects to complete the CDM transaction in January of 2008. About CDM Resource Management Ltd. Headquartered in Houston, Texas, CDM Resource Management Ltd. -- http://www.cdmrm.com/-- is a provider of natural gas compression services. CDM provides customers with turnkey natural gas contract compression services and operates approximately 540,000 horsepower of field compression in Texas, Louisiana and Arkansas. CDM provides customized combinations of natural gas contract compression services with a modern and efficient compressor fleet. Natural gas contract compression services include operations and maintenance service, with what CDM believes to be an industry leading 98% runtime. The company uses standardized, modern equipment, working to create greater operational efficiencies and lower environmental emissions. About Regency Energy Headquartered in Dallas, Texas, Regency Energy Partners LP (Nasdaq: RGNC) -- http://www.regencyenergy.com/-- is a midstream energy partnership that gathers, processes, markets and transports natural gas and natural gas liquids. Regency's general partner is majority-owned by an affiliate of GE Energy Financial Services, a unit of GE (NYSE: GE). * * * As reported in the Troubled Company Reporter on Dec. 17, 2007, Moody's Investors Service placed Regency Energy Partners LP's 'Ba3' corporate family rating under review for possible downgrade upon Regency's statement that it had agreed to acquire CDM Resource Management Ltd. for $655 million. REMINGTON ARMS: Executes Agreement to Acquire Marlin Firearms ------------------------------------------------------------- Remington Arms Company Inc. has entered into a definitive agreement to acquire Marlin Firearms Company Inc. The transaction is expected to close by the end of January 2008. Terms of the deal for the privately held Martin Firearms were not disclosed. "I am pleased to disclose that Marlin's well known brands with a long heritage of providing quality rifles and shotguns to hunters and shooters around the world will join the Remington family," Tommy Millner Remington's CEO, said. "The opportunity to combine two historic U.S. based companies with such storied and proud histories, is both challenging and exhilarating." "We look forward to working with Bob Behn, a well respected member of our industry," Mr. Millner continued. "He will remain as president of Marlin, charting a course of further growth and operational improvement." Closing of the transaction is subject to certain customary conditions, including regulatory approvals. Credit Suisse acted as financial advisor to Remington with respect to this acquisition. Duff & Phelps Securities LLC, a unit of Duff & Phelps Corporation, initiated the transaction, assisted in the negotiations and acted as exclusive financial advisor to Marlin. "Marlin has been a family run business since 1924 and through a number of important steps, we have grown it into the company it is today," Frank Kenna III, Marlin's Chairman, said. "We knew it was time to find the right partner for Marlin to ensure our brands maintain their leadership positions and move into the next century." "We believe Remington's commitment to the industry, shooters and hunters alike, combined with their resources from a manufacturing and sales and marketing position, will reinforce the confidence, hard work and dedication that our employees and management have put into our brands," Mr. Kenna III continued. "The history of our two companies in innovation and meeting the needs of hunters and shooters around the globe, combined with the opportunity to further develop the Remington, Marlin, H&R, NEF and LC Smith brands, is not only beneficial to the Company and our channel partners, but especially to our end customer," E. Scott Blackwell, Remington's president of global sales/ marketing and product development, said. "It is these customers and our employees that have contributed to the success and longevity of these brands." About Marlin Firearms Company Inc. Headquartered in North Haven, Connecticut, Marlin Firearms Company Inc. -- http://www.marlinfirearms.com/-- produces an array of lever action, bolt action, and semi-automatic rifles, a wide variety of break-open single shot shotguns and rifles well as muzzleloaders and combo sets. The Marlin Firearms Company's brands include Marlin, Harrington & Richardson, New England Firearms and L. C. Smith. Established in 1870, the company maintains a manufacturing facility in Gardner, Massachusetts. About Remington Arms Headquartered in Madison, North Carolina, Remington Arms Company Inc. -- http://www.remington.com/-- designs, produces and sells sporting goods products for the hunting and shooting sports markets, as well as solutions to the military, government and law enforcement markets. Founded in 1816 in upstate New York, the company is one of the nation's oldest continuously operating manufacturers. The company is the only U.S. manufacturer of both firearms and ammunition products and one of the largest domestic producers of shotguns and rifles. The Company distributes its products throughout the U.S. and in over 55 foreign countries. * * * Moody's Investor Service placed Remington Arms Company Inc.'s long term corporate family and probability of default ratings at 'B2' in May 2007. The ratings still hold to date with a stable outlook. ROBERT BINDSEIL: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Robert L. Bindseil Clara Jo Bindseil P.O. Box 433 1418 Mesquite Street Blanco, TX 78606 Bankruptcy Case No.: 07-12410 Chapter 11 Petition Date: December 27, 2007 Court: Western District of Texas (Austin) Debtor's Counsel: Gray Byron Jolink, Esq. 4131 Spicewood Springs Road, Building C-8 Austin, TX 78759 Tel: (512) 346-7717 Fax: (512) 346-7714 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 30 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Robert & Clara Bindseil $536,725 1419 Mesquite Street Blanco, TX 78606 Handy Hardware Wholesale, Inc. $113,801 P.O. Box 203419 Houston, TX 77216 Bank of America, N.A. $95,239 C.C.S.-Small Business/Premier TX -1-609-06-01 P.O. Box 830632 Dallas, TX 75283-0632 Wells Fargo Business Card $95,166 Bank of America $85,085 Chase Bank $48,304 Robert Bray $39,791 American Express $37,812 Citi Cards $29,033 Jim Fender, Inc. $24,409 Truserv Corp. $14,684 Capital One Bank $13,981 Alpine Engineered Products, $12,564 Inc. Chase M-C $10,916 Chase Reader's Digest $9,838 Meter Loops & Power Poles, $9,820 Inc. Buttery Hardware Co. $6,340 P.P.G. Industries, Inc. $6,272 Cox Lumber Co. $4,803 Headwaters Construction $4,761 Mildred Sheppard-Jones $3,235 Key Equipment Finance $3,004 Home Depot Credit Services $2,855 Activant $2,027 Larsen Supply Co., Inc. $1,494 Employment Risk $1,200 Idearc Media Corp. $819 Ikon Financial Services $729 Unifirst Holdings, L.P. $310 Southern Fastening Systems $708 SCAN INT'L: Blames Bankruptcy on Low Revenue and Lack of Funds -------------------------------------------------------------- SCAN International Inc. said in documents submitted to the U.S. Bankruptcy Court for the District of Maryland that it filed for bankruptcy due to the decline in its revenue, Julekha Dash writes for the Baltimore Business Journal. The Debtor told the Court that the lowered revenue prompted Wells Fargo Bank not to extend loan to SCAN and also hindered SCAN from buying of furniture needed for reselling, Business Journal relates, citing court documents. According to the documents, SCAN's revenues went down to $17 million this year from $25 million two years ago, Business Journal says. The Debtor disclosed that its financial problems is partially due to "the decline in the housing market," Business Journal reveals. Columbia, Maryland-based S.C.A.N. International Inc. aka S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/-- sells furniture. It filed for chapter 11 protection on Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153). Stephen F. Fruin, Esq., at Whiteford, Taylor & Preston LLP represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million and $100 million. SCAN INT'L: Court to Hear Wells Fargo DIP Financing Mid-January --------------------------------------------------------------- The Hon. James F. Schneider of the U.S. Bankruptcy Court for the District of Maryland is scheduled mid-January to approve SCAN International Inc.'s request to borrow $1.7 million postpetition financing from Wells Fargo Business Credit, Tricia Bishop of the Baltimore Sun reports. Steven. F. Fruin, Esq., Debtor's counsel, said the Debtor will use the money to purchase inventory to be sold early this year in an answer to customer calls, Baltimore Sun says. Judge Schneider said at a hearing Friday that he will also conduct a hearing next week on the Debtor's proposal of a liquidation sale expected to commence February, Baltimore Sun relates. Columbia, Maryland-based S.C.A.N. International Inc. aka S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/-- sells furniture. It filed for chapter 11 protection on Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153). Stephen F. Fruin, Esq., at Whiteford, Taylor & Preston LLP represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million and $100 million. SCO GROUP: Gets Nasdaq Delisting Notice Due to Bankruptcy Filing ---------------------------------------------------------------- The SCO Group, Inc. received a Nasdaq Staff Determination letter on Dec. 21, 2007, indicating that as a result of having filed for protection under Chapter 11 of the U.S. Bankruptcy Code, the Nasdaq Listing Qualifications Panel has determined to delist the company's securities from the Nasdaq Stock Market and has suspended trading of the securities effective at the open of business on Dec. 27, 2007. Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SHILOH INDUSTRIES: Earns $4.3 Mil. in Quarter Ended October 31 -------------------------------------------------------------- Shiloh Industries Inc. reported earnings of $4.3 million in the fourth quarter ended Oct. 31, 2007, compared to a net loss of $6.0 million in the year ago fourth quarter. For the year ended Oct. 31, 2007, the company reported earnings of $9.5 million compared to fiscal 2006 earnings of $7.1 million. "Our fiscal year 2007 has been challenging with automotive industry related decreases in production in response to general uneasiness of consumer spending patterns," Theodore K. Zampetis, president and CEO, said. 'The implementation of our capacity rationalization program along with our alignment of costs to anticipated customer requirements has helped us to minimize the effect of reduced production volumes and improve profitability during the fourth quarter. We also launched several new programs during 2007 for Nissan, Chrysler and General Motors and these programs are on models that are gaining acceptance in the market place." "We continue to evaluate our capacity rationalization program to improve our capital and operational efficiencies. Combined with our continuous analysis of the markets we serve and seek to expand, we continue to explore new opportunities," added Mr. Zampetis. "During the fiscal year, Shiloh reinvested approximately $9.3 million in capital to support existing and new customer programs and improve operational efficiency," Mr. Zampetis continued. "At the same time, we were able to repay funds borrowed for the special dividend of $40.9 million in January 2007 and to further reduce total debt by $8.9 million during the year, giving us an ending debt balance of $76 million." "Our focus into 2008 remains on product quality, cost and delivery," Mr. Zampetis said. "We are continuing to monitor our customers' production schedules closely so that we can contain expenses. We are also maintaining our focus on working capital management in order to generate positive cash flow for future investments and continued debt reduction." Liquidity and Capital Resources At Oct. 31, 2007, total debt was $75,974 and total equity was $135,263, resulting in a capitalization rate of 36.0% debt, 64.0% equity. Current assets were $140,255 and current liabilities were $119,240 resulting in working capital of $21,015. Cash was generated by net income and by expenses charged to earnings to arrive at net income that do not require a current outlay of cash amounting to $39,912 in fiscal 2007 compared to $43,525 in fiscal 2006. The decrease of $3,613 reflected increased net income, lower depreciation and amortization, lower asset impairment charges and a reduction in the net deferred tax liability position. Working capital changes since Oct. 31, 2006 have provided funds of $22,039. Since Oct. 31, 2006, accounts receivable have decreased by $2,980. The decrease in accounts receivable reflect the lower level of sales during fiscal 2007. Inventory at Oct. 31, 2007, decreased by $12,299 since the end of fiscal 2006 and reflected the billing of funds incurred for customer tooling programs and the adjustment of inventory levels to current sales demand. Capital expenditures in fiscal 2007 were $9,262. At Oct. 31, 2007, the company's balance sheet showed total assets od $341.11 million, total liabilities of $205.85 million and total shareholders' equity of $135.26 million. About Shiloh Industries Headquartered in Valley City, Ohio, Shiloh Industries (NASDAQ:SHLO) - http://www.shiloh.com/-- is a manufacturer of first operation blanks, engineered welded blanks, complex stampings and modular assemblies for the automotive and heavy truck industries. The company has 15 wholly owned subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee and Mexico, and employs approximately 1,780. * * * Moody's Investor Service placed Shiloh Industries's probability of default rating at 'B1' in September 2006. The rating still holds to date with a stable outlook. SOUNDVIEW HOME: Fitch Chips Ratings on Two Cert. Classes to BB -------------------------------------------------------------- Fitch Ratings has taken these rating actions on Soundview Home Equity Loan Trust asset-backed certificates. Affirmations total $1.94 billion, while downgrades total $154.3 million. Break Loss percentages and Loss Coverage Ratios for each class is included with the rating actions as: Soundview, series 2007-OPT1 -- $862.7 million class I-A-1 affirmed at 'AAA' (BL: 38.41, LCR: 2.6); -- $332.8 million class II-A-1 affirmed at 'AAA' (BL: 65.60, LCR: 4.45); -- $171.8 million class II-A-2 affirmed at 'AAA' (BL: 49.16, LCR: 3.33); -- $178 million class II-A-3 affirmed at 'AAA' (BL: 40.20, LCR: 2.73); -- $62.2 million class II-A-4 affirmed at 'AAA' (BL: 38.52, LCR: 2.61); -- $104.4 million class M-1 affirmed at 'AA+' (BL: 33.62, LCR: 2.28); -- $105.6 million class M-2 affirmed at 'AA' (BL: 28.68, LCR: 1.94); -- $44.1 million class M-3 affirmed at 'AA-' (BL: 26.52, LCR: 1.8); -- $42.9 million class M-4 affirmed at 'A+' (BL: 24.28, LCR: 1.65); -- $38.3 million class M-5 affirmed at 'A' (BL: 22.21, LCR: 1.51); -- $32.5 million class M-6 downgraded to 'BBB+' from 'A-' (BL: 20.40, LCR: 1.38); -- $27.8 million class M-7 downgraded to 'BBB' from 'BBB+' (BL: 18.78, LCR: 1.27); -- $13.9 million class M-8 downgraded to 'BBB-' from 'BBB' (BL: 17.98, LCR: 1.22); -- $44.1 million class M-9 downgraded to 'BB' from 'BBB-' (BL: 15.56, LCR: 1.06); -- $35.9 million class M-10 downgraded to 'BB' from 'BB+' (BL: 14.03, LCR: 0.95). Deal Summary -- Originators: 100% Option One; -- 60+ day Delinquency: 8.28%; -- Realized Losses to date (% of Original Balance): 0.12%; -- Expected Remaining Losses (% of Current Balance): 14.75%; -- Cumulative Expected Losses (% of Original Balance): 14.01%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness. SOUTHERN PACIFIC: Fitch Retains Junk Rating on Class B-1F Cert. --------------------------------------------------------------- Fitch has taken these rating actions on Southern Pacific Secured Assets Corporation 1997-2 Group 2 transaction: 1997-2 Group 2 -- Class A affirmed at 'AAA'; -- Class M-1F affirmed at 'AA'; -- Class M-2F affirmed at 'A'; -- Class B-1F remains at 'C/DR6'. The affirmations, affecting approximately $3.4 million of the outstanding certificates, reflect a stable relationship between credit enhancement and expected loss. The pool factor of the above transaction is 4% and the transaction is 125 months seasoned. As of the November 2007 distribution date, delinquencies are 16.48%, with losses to date of 11.58%. SOUTHERN STAR: Plans to Wind Down Business Operations ----------------------------------------------------- Southern Star Mortgage Corp. told the U.S. Bankruptcy Court for the Eastern District of New York that it is seeking to wind down operations, The Deal reports. The Debtor's action is largely due to financial crisis in the mortgage lending and housing sectors in the U.S., Deal relates. Deal reveals that the Debtor has operations in New York, New Jersey, Florida, California, Connecticut, Texas, Pennsylvania, Massachusetts, Maryland, Illinois and North Carolina. East Meadow, New York-based Southern Star Mortgage Corp. -- http://www.southernstarmortgage.com/-- is a lender approved by the U.S. Department of Housing and Urban Development. The Debtor filed for chapter 11 bankruptcy on Dec. 21, 2007 (Bankr. E.D. N.Y. Case No. 07-47023). Barton Nachamie, Esq., and Jill L. Makower, Esq., at Todtman, Nachamie, Spizz & Johns PC represent the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets between $10 million and $50 million and debts between $50 million and $100 million. SPARTA COMMERCIAL: Oct. 31 Balance Sheet Upside-Down by $3 Million ------------------------------------------------------------------ Sparta Commercial Services Inc.'s consolidated balance sheet at Oct. 31, 2007, showed $5.6 million in total assets and $8.6 million in total liabilities, resulting in a $3.0 million total stockholders' deficit. The company reported a net loss of $1.2 million on revenue of $297,303 for the second quarter ended Oct. 31, 2007, compared with a net loss of $1.7 million on revenue of $219,555 in the same period last year. The decrease in net loss was attributable primarily to an increase in revenue, a decrease in general and administrative expenses and no charge for warrant liability in the current quarter. Full-text copies of the company's consolidated financial statements for the quarter ended Oct. 31, 2007, are available for free at http://researcharchives.com/t/s?26a7 Going Concern Doubt RBSM LLP, in New York, expressed substantial doubt about Sparta Commercial Services Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended April 30, 2007, and 2006. The auditing firm pointed to the company's recurring losses from operations. About Sparta Commercial Headquartered in New York City, Sparta Commercial Services, Inc. (OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a nationwide, independent financial services company in the United States exclusively dedicated to the powersports industry. SPECIALTY UNDERWRITING: Moody's Junks Ratings on Two Cert. Classes ------------------------------------------------------------------ Moody's Investors Service downgraded seven certificates issued by Merrill Lynch Mortgage Investors, Inc. and Specialty Underwriting and Residential Finance Trust in 2003 and 2004. All three transactions are backed by first and second-lien fixed and adjustable-rate subprime mortgage loans acquired by Specialty Underwriting and Residential Finance from various originators. Three tranches from Merrill Lynch Mortgage Investors, Inc. series 2003-BC4 and four tranches from Specialty Underwriting and Residential Finance Trust series 2004-BC1 and 2004-BC2 are downgraded because the current credit enhancement provided by subordination, overcollateralization and excess spread for each tranche is inconsistent with the current rating compared to the projected and stressed losses of the underlying pool. The stepping down and continuous losses have left the deal with thin credit enhancement level and made tranches at the bottom of the capital structure more vulnerable to pool deterioration towards the tail end of a deal's life. The complete rating actions are: Issuer: Specialty Underwriting and Residential Finance Trust Downgrade -- Series 2004-BC1, Class B-1, Downgraded to Ba2 from Baa2; -- Series 2004-BC1, Class B-2, Downgraded to Caa2 from Baa3; -- Series 2004-BC2, Class B-1, Downgraded to B1 from Baa2; -- Series 2004-BC2, Class B-2, Downgraded to Ca from Baa3. Issuer: Merrill Lynch Mortgage Investors, Inc. Downgrade -- Series 2003-BC4, Class B-1, Downgraded to Baa3 from Baa1; -- Series 2003-BC4, Class B-2, Downgraded to Ba2 from Baa2; -- Series 2003-BC4, Class B-3, Downgraded to Ca from Baa3. SR TELECOM: Sells Airstar and SR500 Product Lines to Duons Group ---------------------------------------------------------------- SR Telecom Inc. sold its legacy product lines to Duons Group, a member company of the Vallee Group, based in Paris, France. The deal substantially reduces SR Telecom's expenses and protects the positions of some 28 employees in Montreal (Quebec), Canada and Mexico City, Mexico, effective immediately. The two-fold agreement, which ensures the safeguarding of current customer needs, allows for Duons to: 1. purchase the Airstar and SR 500 product lines, as well as all collateral assets, including the repair centers located in Montreal and Mexico City. Airstar-related patents remain the property of SR Telecom; Duons has been granted a royalty-free license for Airstar. 2. assume the repair function of angel and symmetryONE products. "I am pleased to be able to make this announcement," states SR Telecom President and CEO Serge Fortin, "as Duon's international presence mirrors our own and enables them to provide timely maintenance and repair of Airstar and SR500 products for customers all over the world. The added bonus is they are also capable of developing the products, should customers require it. "Where symmetryONE is concerned, SR Telecom will be able to benefit from economies of scale associated with the outsourcing and, most importantly, reduce waiting times for customers needing repair services." Earlier this year, SR Telecom announced it would be disposing of its legacy product lines, SR 500 and Airstar, to focus on its WiMAX Forum-certified symmetryMX product line. During Q2 2007, the Company issued a call for tenders for the products and associated business of its legacy line. That process, which concluded in September, resulted in the selection of Duons Group. About SR500 SR500 is a point-to-multipoint fixed wireless access system that enabled users to deliver high-quality voice and data to remote locations. Developed by SR Telecom and first introduced to the market in 1987, it was the Company's flagship product for many years. Traditionally, SR500 was used by two types of customers: telephone companies who wanted to provide the highest quality telephone lines to subscribers in primarily rural regions, and; industrial companies who used the product to provide reliable voice communications between offices as well as providing a means to transfer data and provide Supervision Control and Data Acquisition (SCADA) connections. In either case, SR500 was capable of carrying voice and data services hundreds of kilometres from the central exchange to the furthest subscriber. SR500 contributed a major portion of SR Telecom's revenues until recent years. About Airstar Airstar is a very high-capacity point-to-multipoint, line-of-sight system for carrying data traffic. A Local Multipoint Distribution Services (LMDS) product, Airstar is primarily used by carriers to offer data connections (up to several megabits per second) to a number of customers, generally businesses in an urban area. In typical applications, Airstar would transport these services to subscribers located three to ten kilometres from the data node. Launched in 1998, Airstar became part of SR Telecom's product offering in 2003, when the company acquired Netro Corporation. About Duons Group Duons Group specializes in Engineering, Support and Maintenance, providing industrial businesses with the services they need for the design, deployment, maintenance and future-proofing of their systems. Duons has been providing everyday systems management support to small and medium-sized businesses and large manufacturing groups alike for over a decade. It is a member of the Vallee Group since 2003. Duons serves customers in more than 70 countries from locations in France, Australia and the Americas. The Duons group currently has more than two hundred employees, 90% of whom are highly qualified engineers and technicians. About SR Telecom Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) -- http://www.srtelecom.com/-- delivers broadband wireless access (BWA) solutions that enable service providers to deploy voice, Internet and next-generation services in urban, suburban and remote areas. The company has offices in Mexico, France and Thailand. SR Telecom Inc.'s consolidated balance sheet at June 30, 2007, showed CDN$83.9 million in total assets and CDN$97.9 million in total liabilities, resulting in a CDN$14.0 million total stockholders' deficit. SR Telecom obtained an order from the Quebec Superior Court to extend to Feb. 29, 2008, the period of the Court-ordered stay of proceedings against the company under the Companies' Creditors Arrangement Act (Canada). SR Telecom filed for creditor protection under CCAA on Nov. 19, 2007. SURPRISE LAKE: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Surprise Lake Enterprises, Inc. 900 East Meridian, Suite 50 Milton, WA 98354 Bankruptcy Case No.: 07-44517 Type of Business: The Debtor owns and manages restaurants. Chapter 11 Petition Date: December 27, 2007 Court: Western District of Washington (Tacoma) Judge: Philip H. Brandt Debtor's Counsel: Noel P. Shillito, Esq. Shillito & Giske, P.S. 1919 North Pearl Street, Suite C2 Tacoma, WA 98406 Tel: (253) 572-4388 Estimated Assets: Less than $50,000 Estimated Debts: $1 Million to $10 Million Debtor's 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Knutsen Construction Co. $2,877,000 P.O. Box 1689 Milton, WA 98354 Internal Revenue Service $56,000 Centralized Insolvency P.O. Box 21126 Philadelphia, PA 19114-0329 W.R.P. Surprise Lake, L.L.C. $41,556 P.O. Box 4184 Bellevue, WA 98009-4184 Food Services of America revolving credit $20,421 Department of Revenue $8,734 Northwest Cascade $3,375 Employment Security $1,577 Department of L.&I. $1,348 Auto-Chlor System revolving credit $873 Johnson Distributors $485 Enterprise Information Solut. revolving credit $777 Kevin A. Iverson $607 A.S.C.A.P. revolving credit $356 Kidstar, L.L.C. $78 Carbonic Systems, Inc. revolving credit $54 UNITED RENTALS: S&P Holds BB- Rating on Terminated Merger Deal -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on United Rentals Inc. and its major operating subsidiary United Rentals (North America) Inc. and removed all ratings from CreditWatch with negative implications. The outlook is stable. The action follows the termination by Greenwich, Conn.-based URI of its previously announced merger agreement with affiliates of Cerberus Capital Management L.P. The implications for the CreditWatch listing was revised to negative on July 24, 2007, when URI announced that it was to be acquired by Cerberus in a leveraged buyout. All ratings assigned to the proposed transaction have been withdrawn. At the same time, Standard & Poor's raised the rating on the company's senior secured facilities to 'BB+', two notches above the corporate credit rating, from 'BB-' due to a considerable paydown in the term loan since it was issued and the increased value of the company's fleet. The recovery rating has been revised to '1', indicating expectations of very high (90%-100%) recovery in the event of a payment default, from '2'. The actions also reflect Standard & Poor's new recovery rating and issue notching scale effective June 7, 2007. "The ratings on URI reflect its weak business risk profile based on its participation in the cyclical, highly competitive and fragmented equipment rental sector, as well as its aggressive financial policy," said Standard & Poor's credit analyst John Sico. Somewhat moderating these risks are its position as the world's largest provider of equipment rentals and good geographic, product, and customer diversity. URI is North America's largest construction equipment rental company, with more than 690 locations in 48 states, Canada, and Mexico. VERDE CDO: Moody's Reviews Ba3 Rating on $10 Mil. Class D Notes --------------------------------------------------------------- Moody's Investors Service placed these notes issued by Verde CDO Ltd. on review for possible downgrade: Class Description: $95,000,000 Class A-2 Floating Rate Notes Due 2045 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Class Description: $25,000,000 Class B Floating Rate Notes Due 2045 -- Prior Rating: Aa2 -- Current Rating: Aa2, on review for possible downgrade Class Description: $8,000,000 Class C Floating Rate Deferrable Notes Due 2045 -- Prior Rating: A2 -- Current Rating: A2, on review for possible downgrade In addition Moody's also downgraded and left on review for possible downgrade these notes: Class Description: $10,000,000 Class D Floating Rate Deferrable Notes Due 2045 -- Prior Rating: Baa2 -- Current Rating: Ba3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. VONAGE HOLDINGS: Settles Patent Dispute With Nortel Networks ------------------------------------------------------------ Vonage Holdings Corp. and Nortel Networks Corp. have agreed in principle to end the litigation pending between them. The contemplated settlement involves a limited cross license to three Nortel and three Vonage patents and will not call for any monetary payments by any party. Claims relating to past damages and the remaining patents will be dismissed without prejudice. The settlement is subject to final documentation. "We are pleased to resolve this issue and enter into a productive relationship with Nortel," said Vonage Chief Legal Officer Sharon O'Leary. According to a Bloomberg report cited by the Troubled Company Reporter on Dec. 21, 2007, Nortel sued Vonage alleging infringement on 12 patents covering technology used in managing telephone data. Bloomberg's report said Nortel's lawsuit came after Vonage sued Nortel's U.S. unit in August seeking to invalidate three of the patents, arguing that the patents shouldn't have been issued by the U.S. Patent and Trademark Office. Nortel denied the allegations and claimed that Vonage is violating the three patents and nine others, Bloomberg said. The Delaware case is Vonage Holdings Corp. v. Nortel Networks Inc., 07CV507, U.S. District Court, Delaware (Wilmington). About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. About Vonage Headquartered in Holmdel, New Jersey, Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- provides broadband telephone services with over 1.4 million subscriber lines as of February 8, 2006. Utilizing its voice over Internet protocol technology platform, the company offers feature-rich, low-cost communications services with a call quality comparable to traditional telephone services. While customers in the United States represent over 95% of its subscriber lines, Vonage continues to expand internationally, having launched its service in Canada in November 2004, and in the United Kingdom in May 2005. * * * At Sept. 30, 2007, Vonage Holdings Corp.'s consolidated balance sheet showed $665.8 million in total assets and $728.7 million in total liabilities, resulting in a $62.9 million total shareholders' deficit. WCI STEEL: Amends $150 Mil. Credit Pact With Harbinger Capital -------------------------------------------------------------- WCI Steel Inc. has entered into an agreement to modify its existing $150 million credit facility with Harbinger Capital Partners Master Fund I, Ltd. "We appreciate the support of our largest shareholder to improve the financial position of WCI Steel," Leonard M. Anthony, WCI Steel president and chief executive officer, said. "This amendment provides the company with substantial additional liquidity and the necessary flexibility as we return to full operations after the November fire at the blast furnace hydraulic control rooms and rebuild our working capital." "We are also pleased to report that the new walking beam furnace in the hot strip mill is operational," Mr. Anthony added. "Although we still have challenges ahead of us, I am confident that with the increased liquidity, the support of Harbinger and working together with our customers, suppliers and employees, we can successfully implement solutions to the challenges facing WCI Steel. With the assistance provided by the amended financing, we will be able to ensure a brighter future for WCI Steel." With this amendment, certain advance limitations under the agreement will be waived until July 31, 2008, and the company will be able to utilize its current $150 million facility in the near- term. The initial borrowing under the facility will carry an interest rate of London Interbank Offered Rate plus 5%. The interest rate on each borrowing in excess of collateral valuations equals 15 percent, and subsequent to March 31, 2008, the interest rate on each advance in excess of collateral valuations increases at the rate of 0.2% each week. In connection with Harbinger's purchase of interests of the bank group and the amendment to the credit agreement, the company issued to Harbinger two- year warrants to purchase common stock equal to 25% of the company's common stock on an as-converted basis, after giving effect to the issuance and exercise of the warrants, at an exercise price of $0.01 per share. If the credit facility is not repaid by April 1, 2008, the company will pay Harbinger an extension fee of 75 basis points on the commitments under the facility. If the credit facility is not repaid by May 5, 2008, the company will pay Harbinger an additional extension fee in the form of a two-year warrant to purchase additional shares of common stock, at an exercise price of $0.01 per share. This warrant will be exercisable for a number of shares such that all of the warrants in the aggregate would represent the right to purchase 40% of the company's common stock on an as-converted basis after giving effect to the issuance and exercise of the warrants. The warrants will be transferable and have customary registration rights. Under no circumstances will the warrants be exercisable to the extent that their exercisability would result in a change of control under the indenture governing the company's 8% senior secured notes due 2016. Certain holders of the company's preferred shares will be given the right to participate as lenders under the credit agreement and to receive a portion of the fees payable to Harbinger. Assuming that all warrants are issued and exercised, the non- Harbinger common shareholders' ownership will decline from 29.3 percent to 7.7% of the company. The company expects to post on its website additional information regarding this transaction by mid-January. About WCI Steel Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) -- http://www.wcisteel.com/-- is an integrated steel maker producing 185 grades of flat-rolled custom and commodity steel products. Its products include high carbon, alloy, ultra high strength, and heavy-gauge galvanized steel. Major customers are steel converters, processors, service centers, construction product companies, and to a lesser extent, automobile manufacturers. WCI Steel filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11 in May 2006, under a plan proposed by 17 Noteholders led by Harbinger Capital Partners Master Fund I, Ltd., that gave the Noteholders $100,000,000 in new 8% Secured Notes and more than 98% in equity of the reorganized steel company. * * * Moody's Investors Service placed WCI Steel Inc.'s bank loan debt rating at 'B3' and its senior secured debt rating at 'Ca' in May 2003. The ratings still hold to date with a negative outlook. * Fitch Says Funding Pressures Likely to Persist Into 2008 ---------------------------------------------------------- The severe funding pressures that made for a tumultuous 2007 are likely to persist into next year, though Fitch Ratings, in a new report, does not anticipate these funding pressures to have a direct effect on the credit performance of the U.S. ABCP programs it rates. ABCP outstandings plummeted 36% after reaching record highs (approximately $1.2 trillion) in July, while ABCP spreads to LIBOR reached historic levels at year-end, with some trades quoted as 200 bps over LIBOR for placement into 2008. ABCP investors demanded significant premiums for 'over the turn' financing on certain programs. While some of that year-end premium should dissipate some sellers may begin considering using alternative source of financing, such as direct bank loans, if ABCP pricing does not stabilize in the near future. This problem may be magnified for ABCP programs holding rated securities that typically pay a LIBOR-based interest rate, such as securities- backed or hybrid programs and it may be possible for the conduit to carry negative spreads on these investments. While these funding pressures may continue to alter the landscape of the U.S. ABCP market, Fitch believes that the underlying credit characteristics of the programs it rates will remain stable. * S&P Completes Review of Oil and Gas Exploration Companies ----------------------------------------------------------- Standard & Poor's Ratings Services completed its review of U.S.- based oil and gas exploration companies as a follow-up to its article dated Nov. 21, 2007, titled "Standard & Poor's Raises Its Pricing Assumptions Used For Oil & Gas Company Ratings--Again," and revised its outlooks on four issuers. At the time of the article, S&P raised its pricing assumptions for oil and gas and indicated the potential for subsequent positive rating actions: -- S&P identified sub-investment-grade exploration and production companies with a meaningful concentration in oil as most likely to experience a positive rating action - based on both the significant increase in oil prices over the past year and the marked change in this near-term oil price assumptions compared with those for natural gas. -- Non-investment-grade companies are most likely to benefit from the changes in S&P's price assumptions because S&P focuses on liquidity and near-term performance in their analysis of companies in this category. Of the eight issuers S&P identified with these characteristics, S&P revised the outlook on four and affirmed ratings on the others. "We expect profit margins for crude-oil-weighted producers to remain relatively strong in the near term," said Standard & Poor's credit analyst Thomas Watters. "However, increasing operating costs, which in some cases have eclipsed the rise in energy prices, could continue to pressure margins." Moreover, economically attractive reserves are increasingly difficult to locate, and shareholder-oriented financial policies are common. Although S&P believes that hydrocarbon prices are somewhat elastic and that costs would likely fall along with prices (likely after a time lag), several factors nonetheless limit further positive rating actions for high-yield, oil-weighted producers. These include escalating finding and development costs, limited geographic diversity, and poor prospects for production growth. Outlook Revisions Berry Petroleum Co. S&P revised the outlook on Berry to positive from stable, after reviewing forecasted credit measures in light of S&P revised crude oil and natural gas price assumptions. Strong crude oil prices during 2007 and the synergistic benefits from the company's growing natural gas production have helped it improve operating performance and credit measures. Also, given S&P expectations for continued strong crude oil prices, Berry should generate positive free cash flow in 2008, which could be used for debt repayment or acquisitions. Encore Acquisition Co. S&P revised the outlook on Encore to stable from negative. The previous negative outlook had reflected the company's aggressive debt leverage following the acquisition of properties in early 2007. Subsequently, high oil prices and proceeds from a subsequent asset sale and recently completed IPO of an upstream master limited partnership materially improved Encore's financial position. With oil accounting for about three quarters of its production, strong prices should allow Encore to generate cash flow in excess of capital spending in 2008 to repay additional debt and maintain healthy credit measures. Clayton Williams Energy Inc. S&P revised the outlook on Clayton Williams to stable from negative. High oil prices have enabled the company to improve its liquidity position to $100 million as of Sept. 30, 2007, from $40 million on March 15, 2007. Also, with a drilling program geared more toward crude oil, especially at its Southwestern Royalties properties, Clayton Williams' near-term operating results should benefit from the higher success rates of the Southwestern properties and the more favorable outlook for crude oil prices. Under longer term pricing assumptions of $45 per barrel of oil equivalent of crude oil and $5.50 per thousand cubic feet equivalent of natural gas, Clayton Williams should post adequate financial measures for the rating, including debt to EBITDA plus exploration expense of about 2.5x and EBITDAX coverage of interest of about 5.5x. Venoco Inc. S&P revised the outlook on Venoco to positive from stable based on the company's improved operating performance. More than half of Venoco's production is weighted toward crude, which should continue to benefit the company, because S&P expects its production to grow by more than 15% in 2008 following growth of more than 20% in 2007. S&P is likely to raise the ratings during the first half of 2008, contingent on Venoco's ability to post reserve additions at competitive F&D costs. Although Venoco's current leverage measure of approximately $7 per barrel is relatively high for the 'B+' rating category, its plans to spend within cash flow in 2008 and to monetize its Hastings field in southeastern Texas provide a degree of comfort. No Rating Action Denbury Resources Inc. S&P maintains a 'BB' rating and stable outlook on Denbury. While the company's projected cash flows and profitability will benefit from S&P's increased crude oil pricing assumptions, its 2008 capital budget will nonetheless be well in excess of projected internally generated cash flow. Leverage measures could rise, depending on the magnitude of asset dropdowns from Denbury to its MLP, Genesis Energy L.P. Denbury's geographical concentration in Mississippi also pulls ratings downward. Swift Energy Co. Although about 60% of Swift's production is oil, the company's poor internal reserve replacement over the past two years restrains ratings. Also, the company announced in December the sale of its New Zealand assets for a lower price than S&P anticipated, resulting in less-than-expected proceeds for reinvestment in core areas. Barring a meaningful decline in oil and gas prices, Standard & Poor's would need to see the company sustain a track record of organic production replacement as a prerequisite for raising the ratings. Whiting Petroleum Corp. Despite oil accounting for nearly two-thirds of Whiting's production, the rating remains unchanged, largely due to anemic production growth and erratic F&D costs. Because of large development projects at the Postle and North Ward Estes fields, which S&P does not expect Whiting to complete until 2010 at the earliest, the company's ability to boost production growth and replace reserves at competitive F&D costs is questionable in the near term. Chaparral Energy Inc. Despite hedging an average of 77% of crude oil production through 2011 at about $67 per boe (about 45% of total production), Chaparral's high debt leverage offsets the benefits of S&P's higher assumed crude oil prices. Under S&P's long-term pricing assumptions, the company's financial measures would be weak for the rating, with debt to EBITDA of more than 4x and EBITDA coverage of interest of about 3x. Until Chaparral can repay debt, likely through an IPO and secondary offering, credit measures are likely to remain weak relative to its peers'. Ratings List Ratings Affirmed; CreditWatch/Outlook Action To From -- ---- Berry Petroleum Co. Corporate Credit Rating BB-/Positive/-- BB-/Stable/-- Encore Acquisition Co. Corporate Credit Rating BB-/Stable/-- BB-/Negative/-- Clayton Williams Energy Inc. Corporate Credit Rating B/Stable/-- B/Negative/-- Venoco Inc. Corporate Credit Rating B/Positive/-- B/Stable/-- Ratings Unchanged Denbury Resources Inc. Corporate Credit Rating BB/Stable/-- Swift Energy Co. Corporate Credit Rating BB-/Stable/-- Whiting Petroleum Corp. Corporate Credit Rating BB-/Stable/-- Chaparral Energy Inc. Corporate Credit Rating B/Stable/-- * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Jan. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Views from the Bench Omni Hotel, New Haven, Connecticut Contact: http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Distressed Debt Panel University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION NJTMA Holiday Party Iberia Tavern & Restaurant, Newwark, New Jersey Contact: 908-575-7333 or www.turnaround.org Jan. 11, 2008 TURNAROUND MANAGEMENT ASSOCIATION Annual Lenders Panel Westin Buckhead, Atlanta, Georgia Contact: www.turnaround.org Jan. 14-15, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS VALCON: Liquidity, LBOs, Risk and Restructurings Marriott Harbor Beach Resort & Spa, Fort Lauderdale, Florida Contact: http://www.airacira.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Member Appreciation FREE Happy Hour Dave & Busters, Jacksonville, Florida Contact: 561-882-1331 or www.turnaround.org Jan. 16, 2008 TURNAROUND MANAGEMENT ASSOCIATION Current Outlook: Workouts, Lending and Turnarounds Marriott North, Fort Lauderdale, Florida Contact: www.turnaround.org Jan. 17, 2008 BEARD AUDIO CONFERENCES Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA Proceedings Contact: 240-629-3300; 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http://www.beardaudioconferences.com/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or www.turnaround.org Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or www.turnaround.org Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or www.turnaround.org Feb. 14-16, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 20, 2008 TURNAROUND MANAGEMENT ASSOCIATION 13 Week Cash Flow Courtyard Marriott, Dania Beach, Florida Contact: www.turnaround.org Feb. 20, 2008 TURNAROUND MANAGEMENT ASSOCIATION Member Appreciation FREE Happy Hour Islamorada Fish Company, Dania, Florida Contact: 561-882-1331 or www.turnaround.org Feb. 22, 2008 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Fairmont Miramar, Santa Monica, California Contact: http://www.abiworld.org/ Feb. 23-26, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar I Park City, Utah Contact: http://www.nortoninstitutes.org/ Feb. 25, 2008 FINANCIAL RESEARCH ASSOCIATES LLC Financial Services Mergers & Acquisitions Deals Forum Harvard Club, New York, New York Contact: http://www.frallc.com/ Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Member Appreciation FREE Happy Hour One Eyed Jacks, Orlando, Florida Contact: 561-882-1331 or www.turnaround.org Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Retail Panel Citrus Club, Orlando, Florida Contact: www.turnaround.org/ Feb. 27-28, 2008 EUROMONEY INSTITUTIONAL INVESTOR 6th Annual Distressed Investing Forum Union League Club, New York, New York Contact: http://www.euromoneyplc.com/ Feb. 27 - Mar. 1, 2008 TURNAROUND MANAGEMENT ASSOCIATION CTP Courses Holland & Knight, Atlanta, Georgia Contact: www.turnaround.org/ Mar. 6-8, 2008 ALI-ABA Fundamentals of Bankruptcy Law Mandalay Bay Resort, Las Vegas, Nevada Contact: http://www.ali-aba.org/ Mar. 8-10, 2008 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition St. John's University School of Law, New York Contact: http://www.abiworld.org/ Mar. 19, 2008 TURNAROUND MANAGEMENT ASSOCIATION Rick Cieri of Kirkland & Ellis Jamie Sprayregan of Goldman Sachs Bankers Club of Miami, Florida Contact: 561-882-1331 or www.turnaround.org Mar. 25, 2008 TURNAROUND MANAGEMENT ASSOCIATION Dearfoam Slipper Turnaround Centre Club, Tampa, Florida Contact: 561-882-1331 or www.turnaround.org Mar. 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 27-30, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar II Las Vegas, Nevada Contact: http://www.nortoninstitutes.org/ Apr. 3, 2008 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Annual Spring Luncheon Renaissance Hotel, Washington, District of Columbia Contact: 703-449-1316 or www.iwirc.org Apr. 3, 2008 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - East The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 7-8, 2008 PRACTISING LAW INSTITUTE 30th Annual Current Developments in Bankruptcy & Reorganization PLI Center New York, New York Contact: http://www.pli.edu/ Apr. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Assignment for Benefit of Creditors University Club, Jacksonville, Florida Contact: www.turnaround.org Apr. 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ Apr. 29, 2008 TURNAROUND MANAGEMENT ASSOCIATION Why Prospects Become Clients Citrus Club, Orlando, Florida Contact: www.turnaround.org/ May 1-2, 2008 TURNAROUND MANAGEMENT ASSOCIATION 2nd Annual Credit & Bankruptcy Symposium Foxwoods Resort Casino, Ledyard, Connecticut Contact: www.turnaround.org/ May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ May 9, 2008 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - NYC Alexander Hamilton U.S. Custom House, New York Contact: 1-703-739-0800; http://www.abiworld.org/ May 12, 2008 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Millennium Broadway Hotel & Conference Center, New York Contact: 1-703-739-0800; http://www.abiworld.org/ May 12-13, 2008 PRACTISING LAW INSTITUTE 30th Annual Current Developments in Bankruptcy & Reorganization PLI Center San Francisco, California Contact: http://www.pli.edu/ May 13-16, 2008 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, Louisiana Contact: 1-703-739-0800; http://www.abiworld.org/ May 18-20, 2008 INTERNATIONAL BAR ASSOCIATION 14th Annual Global Insolvency & Restructuring Conference Stockholm, Sweden Contact: http://www.ibanet.org/ May 21, 2008 TURNAROUND MANAGEMENT ASSOCIATION What Happened to My Money - The Restructuring of a Loan Servicer Marriott North, Fort Lauderdale, Florida Contact: www.turnaround.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference J.W. Marriott Spa and Resort, Las Vegas, Nevada Contact: http://www.airacira.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: http://www.abiworld.org/ June 19-21, 2008 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Omni Hotel, San Francisco, California Contact: http://www.ali-aba.org/ June 24, 2008 TURNAROUND MANAGEMENT ASSOCIATION Fraud Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ June 26-29, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Seminar Jackson Hole, Wyoming Contact: http://www.nortoninstitutes.org/ July 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Cynthia Jackson of Smith Hulsey & Busey University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ July 10-13, 2008 AMERICAN BANKRUPTCY INSTITUTE 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.abiworld.org/events July 29, 2008 TURNAROUND MANAGEMENT ASSOCIATION Employment Issues Following Hurricanes & Disasters Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ Aug. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Do's and Don'ts of Investing in a Turnaround Citrus Club, Orlando, Florida Contact: www.turnaround.org/ Sept. 4-5, 2008 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 4-6, 2008 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 17, 2008 TURNAROUND MANAGEMENT ASSOCIATION Real Estate / Condo Restructuring Panel Marriott North, Fort Lauderdale, Florida Contact: www.turnaround.org/ Sept. 24-26, 2008 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC 15th Annual Fall Conference Scottsdale, Arizona Contact: http://www.ncbj.org/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Desert Ridge Marriott, Scottsdale, Arizona Contact: http://www.iwirc.org/ Sept. 30, 2008 TURNAROUND MANAGEMENT ASSOCIATION Private Equity Panel Centre Club, Tampa, Florida Contact: www.turnaround.org/ Oct. 9, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Luncheon - Chapter 11 University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ Oct. 28, 2008 TURNAROUND MANAGEMENT ASSOCIATION State of the Capital Markets Citrus Club, Orlando, Florida Contact: www.turnaround.org/ Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Nov. 19, 2008 TURNAROUND MANAGEMENT ASSOCIATION Interaction Between Professionals in a Restructuring/Bankruptcy Bankers Club, Miami, Florida Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ June 11-13, 2009 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ BEARD AUDIO CONFERENCES 2006 BACPA Library Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com; http://researcharchives.com/t/s?20fa BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Carve-Out Agreements for Unsecured Creditors Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES China\u2019s New Enterprise Bankruptcy Law Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Deepening Insolvency \u2013 Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Handling Complex Chapter 11 Restructuring Issues Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Non-Traditional Lenders and the Impact of Loan-to-Own Strategies on the Restructuring Process Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Real Estate Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers\u2014the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today\u2019s Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Battle of Green & Red: Effect of Bankruptcy on Obligations to Clean Up Contaminated Property Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Subprime Sector Meltdown: Legal Developments and Latest Opportunities Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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. 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., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C. Martirez, Philline P. Reluya, and Peter A. Chapman, Editors. Copyright 2007. 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 $775 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 Christopher Beard at 240/629-3300. *** End of Transmission ***