T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 20, 2007, Vol. 11, No. 275 Headlines ABCDS 2006-1: Moody's Junks Ratings on $17 Million Notes ACA ABS: Moody's Downgrades Ratings on $562 Million Notes ADVANCED MICRO: Secures $622 Mil. Investment from Mubadala Unit AEARO TECHNOLOGIES: $1.2BB 3M Co Deal Cues S&P's Positive Watch AFM 805: Case Summary & 30 Largest Unsecured Creditors AGILENT TECHNOLOGIES: Board Approves Share-Repurchase Program AGILENT TECH: Moody's Says Stock Repurchase Won't Affect Ratings ALLTEL CORP: Tender Offers for Debt Securities Expires ALLTEL CORP: Completes $27.5 Billion Sale to Atlantis Holdings AMP'D MOBILE: Wants to Sell Warrant to Buy 375,000 Obopay Shares ARIZANT INC: S&P Revises Senior Facility Recovery Rating to 3 ARMSTRONG HOLDINGS: Commences Asset Distribution on December 12 ASHTON PLACE: Moody's Holds Rating and Revises Outlook to Neg. AVET COACH: Case Summary & 20 Largest Unsecured Creditors BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes BANC OF AMERICA: Moody's Downgrades Ratings on 12 Tranches BAYOU GROUP: Judge Hardin Approves Klestadt as Special Counsel BAYOU GROUP: Has Until November 30 To File Chapter 11 Plan BEAR STEARNS: Foreign Reps. File Opening Appellant Brief BEAR STEARNS: Massachusetts Files Admin. Complaint Against BSAM BELL MICRO: Has Until January 31 to Comply with Nasdaq Listing BOMBARDIER RECREATIONAL: Moody's Withdraws Ratings on Term Loans BORGWARNER CAPITAL: Moody's Reviews Preferred Shelf's Rating BOWIE RESOURCES: Sixth Circuit Sheds Light on Sec. 363 Asset Sale BRODERICK CDO: S&P Puts 'BB+' Rating Under Negative CreditWatch CARBIZ INC: Commences Sales and Collections Operations in Kentucky CHRYSLER LLC: Officially Seals New Labor Agreement with UAW CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 16 Tranches CLEARANT INC: Net Loss Drops to $576,000 in Qtr. ended Sept. 30 COMVERSE TECH: Consolidates Management Structure with Affiliate CONSECO FINANCE: S&P Assigns Default Rating on Class B-2 Loan DANA CORP: Gets Court Approval to Settle 7,500 Asbestos Claims DAVI & VALENTI: Files List of 18 Largest Unsecured Creditors DEED AND NOTE: Files List of 12 Largest Unsecured Creditors DELPHI CORP: Reaches Agreement with Investors on Plan Amendments DEUTSCHE BANK: Moody's Downgrades Ratings on 62 Tranches DOBSON COMMUNICATIONS: S&P Retains Ratings Under Positive Watch DUNMORE HOMES: Wants Court Nod to Use Lenders' Cash Collateral DUNMORE HOMES: Asks Court OK to Obtain $1 Million DIP Financing DURA AUTOMOTIVE: U.S. Trustee Objects to Chapter 11 Plan DURA AUTOMOTIVE: Noteholders Support U.S. Trustee's Objections DURA AUTOMOTIVE: Second Lien Group Objects to Chapter 11 Plan EAGER BEAVER: Case Summary & 14 Largest Unsecured Creditors EL PASO: S&P Affirms 'BB' Corporate Credit Ratings EQUITY ONE: S&P Cuts Rating on Class B Certs. to BB from BBB FEUERMAN STUDIOS: Case Summary & 18 Largest Unsecured Creditors FIRST FRANKLIN: Moody's Cuts Ratings on 9 Certificate Classes GILLESPIE ACQUISITION: Case Summary & 30 Largest Unsec. Creditors GSR TRUST: Poor Collateral Performance Cues S&P to Cut Ratings GSV INC: Posts $1,716 Net Loss in Third Quarter Ended Sept. 30 HINES HORTICULTURE: Sept. 30 Balance Sheet Upside-Down by $1.2 M. HOLLINGER INC: Sept. 30 Balance Sheet Upside-Down by CDN$133 Mil. HOUGHTON INT'L: S&P Withdraws Ratings at Company's Request HUNTINGTON NATIONAL: Moody's Places Ratings Under Review INDEPENDENCE TAX: Sept. 30 Balance Sheet Upside-Down by $6.7 Mil. INTEGRATED HEALTH: Sept. 30 Balance Sheet Upside-Down by $39.5 M. INTERNATIONAL MANAGEMENT: Trustee Wants to Sell NJ Property IXION PLC: Moody's Junks Rating on $50 Million Notes JOHNSTON BREWING: Case Summary & 20 Largest Unsecured Creditors KEY ENERGY: Prices $425 Million of 8.375% Sr. Notes Offering LEAP WIRELESS: Delays 10Q Filing Due to Financial Restatements LEVITZ FURNITURE: Employs Kurtzman Carson as Notice & Claims Agent LEVITZ FURNITURE: Hires Rodman & Renshaw as Financial Advisor LOCHSONG LTD: Moody's Reviews Ratings on Three Note Classes MAGELLAN HEALTH: S&P Lifts Debt Issue Ratings to BBB- from BB MARLIN LEMPKE: Case Summary & 10 Largest Unsecured Creditors MCMORAN EXPLORATION: Completes $300 Mil. Sale of Senior Notes MIRANT CORP: To Return $4.6 Billion in Excess Cash to Stockholders MIRANT CORP: Buyback Program Cues S&P to Hold 'B+' Rating MOBIUS ENTERTAINMENT: Defaults on $12.65 Million State Loan MONEYGRAM INT'L: Moody's Lowers Issuer Rating to Ba1 from Baa3 MORGAN STANLEY: S&P Affirms 'B-' Rating on $3 Million Notes MOVIE GALLERY: Won't be Able to File Plan Before November 27 MOVIE GALLERY: Delays Form 10-Q Filing for Qtr. Ended Sept. 30 MOVIE GALLERY: Court Gives Final Okay to $150MM Goldman Sachs Loan MTI TECHNOLOGY: Gets Final OK to Use DIP Funds and Cash Collateral NATURADE INC: President and CEO Richard Munro Resigns NEAH POWER: Completes $500,000 Convertible Debenture Offering NELLSON NUTRACEUTICAL: Examiner Says Ch. 11 Trustee Not Necessary NEUMANN HOMES: Section 341(a) Meeting Scheduled for December 20 NEUMANN HOMES: Has Until Dec. 17 to File Schedules & Statements NEW YORK RACING: Hearing on Exclusivity Periods Moved to Dec. 12 NEW YORK RACING: Plainfield Balks at Exclusive Period Extension NICHOLS BROTHERS: Files Chapter 11 Bankruptcy in Washington NORTHERN ROCK: Changes Board with 2nd Phase of Strategic Review NUANCE COMMS: Posts $3.4 Mil. Net Loss in Quarter Ended Sept. 30 PACIFIC LUMBER: Bank of New York Wants Mediation Procedures Set PACIFIC LUMBER: Scopac Wants Cash Collateral Use Until Feb. 2008 PALM COAST: Case Summary & Three Largest Unsecured Creditors PARMALAT SPA: Could Get EUR3.1 Billion from Claims Settlement PARMALAT SPA: Italian Prosecutors Pursue BofA Link Evidence PAUL DE MARRAIS: Case Summary & Seven Largest Unsecured Creditors PEOPLOUNGERS INC: Committee Says Asset Sale Has "No Benefit" PERFORMANCE TRANSPORTATION: Case Summary & 30 Largest Creditors PETRO ACQUISITION: Receiver Puts Units Under Chapter 11 POPE & TALBOT: Files Ch. 11 Petition under U.S. Bankruptcy Code POPE & TALBOT: Case Summary & 29 Largest Unsecured Creditors PRESTON CDO I: Moody's Puts Low-B Ratings on $28 Million Notes REMY WORLDWIDE: Bankruptcy Court Approves CVC Settlement Agreement REMY WORLDWIDE: Can Assume Caterpillar Inventory Agreement RESIDENTIAL ASSET: Moody's Lowers Ratings on 21 Cert. Classes RG GLOBAL: June 30 Balance Sheet Upside-Down by $8.7 Million RUTLAND RATED: Moody's Junks Rating on $20 Million Series 40 Notes RUTLAND RATED: Moody's Junks Rating on $5 Million Series 41 Notes RUTLAND RATED: Moody's Junks Rating on $12.5 Mil. Series 39 Notes SCIENTIFIC GAMES: Completes Buy of 50% Stake in Guard Libang SR TELECOM: Files for Creditor Protection under CCAA STERLING AUTOMOTIVE: Customer Complaints May Lead to Bankruptcy STRUCTURED ASSET: S&P Lowers Ratings on 10 Certificate Classes STRUCTURED ASSET: Moody's Reviews Ratings on Two Cert. Classes STRUCTURED ASSET: Moody's Cuts Rating on Class II-B-3 Certs. to B1 SUBURBAN PROPANE: Posts $32.1 Mil. Net Loss in Qtr. Ended Sept. 29 SYLVEST FARMS: Court Denies Administrator's Case Conversion Plea TOWER AUTOMOTIVE: Reaches Settlement Resolving Michigan's Claim TRIGEM COMPUTER: Representatives File Third Section 1518(1) Report UNITED RENTALS: Moody's Affirms Ratings and Changes Outlook US FARMS: Sept. 30 Balance Sheet Upside-Down by $104,224 VESTA INSURANCE: Gaines Plan Trustee Wants Nod on Settlement VESTA INSURANCE: Court Okays Florida Select's Texas SDR Settlement WACO ACQUISITIONS: Voluntary Chapter 11 Case Summary WESTERN SPRINGS: Moody's Lowers Ratings on Seven Note Classes WESTMORELAND COAL: Receives Non-Compliance Notice from AMEX WHX CORP: Sept. 30 Balance Sheet Upside-Down by $78.5 Million XEROX CORP: Solid Position Prompts Moody's to Lift Ratings * Bridge Associates Names John Pidcock as Director * Moody's Junks Rating on Credit Default Swap Reference CN100985 * Moody's Takes Rating Actions on Various Transactions * S&P Addresses CreditWatch Placements on $3.3 Bil. Securities * S&P Puts Ratings on 803 Classes of US RMBS Under Neg. Watch * Large Companies with Insolvent Balance Sheets ********* ABCDS 2006-1: Moody's Junks Ratings on $17 Million Notes -------------------------------------------------------- Moody's Investors Service placed these notes issued by ABCDS 2006- 1, Ltd. on review for possible downgrade: Class Description: $200,000,000 Senior Swap Agreement with Royal Bank of Canada, London Branch Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade In addition Moody's downgraded and left on review for possible downgrade these notes: Class Description: $60,000,000 Class A-2 First Priority Senior Secured Floating Rate Notes Due 2050 Prior Rating: Aaa Current Rating: A2, on review for possible downgrade Class Description: $51,600,000 Class A-3 Second Priority Senior Secured Floating Rate Notes Due 2050 Prior Rating: Aaa Current Rating: A3, on review for possible downgrade Class Description: $48,600,000 Class B Third Priority Senior Secured Floating Rate Notes Due 2050 Prior Rating: Aa2 Current Rating: Baa3, on review for possible downgrade Class Description: $8,400,000 Class C Fourth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2050 Prior Rating: A2 Current Rating: Ba3, on review for possible downgrade Class Description: $12,000,000 Class D Fifth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2050 Prior Rating: Baa2 Current Rating: Caa3, on review for possible downgrade Class Description: $5,000,000 Class E Sixth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2050 Prior Rating: Baa3 Current Rating: Caa3, 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. ACA ABS: Moody's Downgrades Ratings on $562 Million Notes --------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible further downgrade two classes of notes issued by ACA ABS CDO 2006-2, Limited. T he notes affected by today's rating action are as follows: Class Description: $460,000,000 Class A-1LA Floating Rate Notes Due January 2047 Prior Rating: Baa3, on review for possible downgrade Current Rating: B3, on review for possible downgrade Class Description: $102,000,000 Class A-1LB Floating Rate Notes Due January 2047 Prior Rating: B3, on review for possible downgrade Current Rating: Caa2, on review for possible downgrade The rating actions reflect severe deterioration in the credit quality of the underlying portfolio, as well as the occurrence on November 1, 2007 of an event of default caused by a failure of the Senior Class A Overcollateralization Ratio to equal or exceed 100%, as required under Section 5.1(h) of the Indenture dated November 29, 2006. ACA ABS CDO 2006-2, Limited is a collateralized debt obligation backed primarily by a portfolio of RMBS and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to effect the calculation of overcollateralization. Thus, the Senior Class A Overcollateralization Ratio failed to meet the required level. Upon an event of default in this transaction, a majority of the controlling class is entitled to exercise certain remedies under the indenture. Liquidation of the underlying portfolio is one possible remedy; however, it is not clear at this time whether the controlling class will choose to exercise this option. The rating downgrades taken today reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The expected losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by the controlling class. Because of this uncertainty, the Class A-1LA and the Class A-1LB Notes remain on review for possible downgrade pending the receipt of definitive information. ADVANCED MICRO: Secures $622 Mil. Investment from Mubadala Unit --------------------------------------------------------------- AMD has received an investment from a subsidiary of Mubadala Development Company. Mubadala invested approximately $622 million, receiving 49 million newly-issued shares at a price per share of $12.70, the closing price of AMD common stock on Nov. 15, 2007. AMD received approximately $608 million, after reimbursing Mubadala for approximately $14.6 million in expenses. AMD will use the net proceeds from the sale of the shares of common stock for general corporate purposes including accelerating its long- term, customer-focused growth strategy by investing in R&D, product innovations and manufacturing excellence. "We proudly welcome Mubadala, a world-class investor, to the AMD shareholder family. This investment strengthens AMD's ability to deliver customer-centric innovation and choice to the marketplace, creating greater value for all of our shareholders," said AMD chairman and CEO Hector Ruiz. "AMD is a great fit for Mubadala's investment approach - a spirited competitor and innovator led by a strong and visionary management team," Khaldoon Khalifa Al Mubarak Mubadala CEO and managing director said. "We see significant opportunities for long-term growth and value creation." This is a non-controlling, minority investment. Mubadala will not receive any board representation as part of the deal. This transaction does not present a controlling investment or acquisition subject to review by the Committee on Foreign Investment in the U.S. Merrill Lynch acted as financial advisor to AMD. Lehman Brothers acted as lead financial advisor to Mubadala; Morgan Stanley acted as co-financial advisor. About Mubadala Development Company Headquartered in Abu Dhabi, United Arab Emirates, Mubadala Development Company -- http://www.mubadala.ae/-- is a strategic investment and development company that is wholly-owned by the Abu Dhabi Government. The company has an international portfolio, with interests in sectors such as energy, heavy industry, telecommunications, infrastructure, and aerospace. About Advanced Micro Devices Inc. Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. -- http://www.amd.com/-- (NYSE: AMD) designs and manufactures microprocessors and other semiconductor products. * * * As reported in the Troubled Company Reporter on Aug. 14, 2007, Standard & Poor's Ratings Services affirmed its B/Negative/-- corporate credit rating on Sunnyvale, California-based Advanced Micro Devices Inc. At the same time, S&P assigned its 'B' rating to the company's $1.5 billion 5.75% senior convertible notes due 2012, and raised the rating on the company's existing senior unsecured debt to 'B' from 'B-', because the company no longer has secured debt in its capital structure. As reported in the Troubled Company Reporter on Aug. 13, 2007, Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro Devices Inc.'s private placement of $1.5 billion 5.75% convertible senior notes due 2012. Fitch also affirmed the company's Issuer Default Rating at 'B'; and Senior unsecured debt at 'CCC+/RR6'. As reported in the Troubled Company Reporter on July 26, 2007, Standard & Poor's Ratings Services affirmed its 'B/Negative/--' corporate credit rating on Sunnyvale, California-based Advanced Micro Devices Inc. At the same time, Standard & Poor's lowered the rating on the company's 7.75% senior notes due 2012 to 'B-' from 'BB-', which is now rated the same as the company's other senior unsecured notes, reflecting release of the collateral securing the issue. AEARO TECHNOLOGIES: $1.2BB 3M Co Deal Cues S&P's Positive Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Aearo Technologies Inc. on CreditWatch with positive implications, following the announcement that 3M Co. (AA/Stable/A- 1+) will acquire the company for $1.2 billion. S&P did not place the ratings on Aearo's total debt of $675 million on CreditWatch, because S&P expect the debt to be refinanced as part of the acquisition (as per covenants in the credit agreement). Furthermore, S&P expect to withdraw the corporate credit rating shortly after the close of the acquisition, expected in the first quarter of 2008. AFM 805: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------ Lead Debtor: A.F.M. 805, Inc. dba Ameristop Express 805 985 Burlington Park Burlington, KY 41005 Bankruptcy Case No.: 07-15511 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- A.F.M. 806, Inc. 07-15512 A.F.M. 807, Inc. 07-15513 A.F.M. 810, Inc. 07-15514 A.F.M. 812, Inc. 07-15515 A.F.M. 814, Inc. 07-15516 A.F.M. 815, Inc. 07-15517 A.F.M. 816, Inc. 07-15518 Ohio Valley A.F.M., Inc. 07-15506 Type of Business: The "A.F.M." Debtors are subsidiaries of Waco Acquisitions, Inc. Ohio Valley A.F.M., Inc., is a subsidiary of OV Acquisition, Inc. Waco Acquisition and OV Acquisition are subsidiaries of Petro Acquisitions, Inc. The "A.F.M" Debtors' principal business is the operation of convenience stores in Kentucky. Ohio Valley on the other hand is the national franchiser of AmeriStop Food Mart convenience stores and operates company-owned stores as subsidiaries as well as franchise stores within Ohio and Kentucky with a limited number of stores in Indiana and Virginia. Additional detail of the Debtors' bankruptcy filing can be found under the Petro Acquisition story published in today's Troubled Company Reporter. Chapter 11 Petition Date: November 12, 2007 Court: Southern District of Ohio (Cincinnati) Judge: Burton Perlman Debtors' Counsel: Ronald E. Gold, Esq. Frost Brown Todd, L.L.C. 2200 P.N.C. Center 201 East Fifth Street Cincinnati, OH 45202 Tel: (513) 651-6800 Fax: (513) 651-6981 Consolidated financial condition of the "A.F.M." Debtors as of July 15, 2007: Total Assets: $13,813,422 Total Debts: $658,578 Consolidated financial condition of Ohio Valley, which includes the AmeriStop Food Mart company owned stores, as of Aug. 12, 2007: Total Assets: $6,383,243 Total Debts: $3,331,415 Consolidated List of the Debt30 Largest Unsecured Creditors of Debtors: Entity Claim Amount ------ ------------ Dayton Oil Co. $970,647 Contact: President or Chief Executive Officer 4232 Colonel Glenn Highway Beavercreek, OH 45431 Core-Mark International $865,190 Attention: Bankruptcy 1055 Salt River Road Leitchfield, KY 42754 Kentucky Lottery Corp. $159,619 Attention: Bankruptcy Contact: President 6040 Dutchman's Lane Louisville, KY 40205-3271 Dinsmore & Shol $137,961 Joseph Decosimo & Co. $153,027 Pepsi-Cola Bottling-Cincinnati $79,586 Coca Cola Bottling Co. $46,008 C.N.A. Insurance $35,542 Trauth Dairy $27,532 R.G.I.S. $24,771 Radio Station 94.9 $19,363 Home City Ice Co. $17,900 I.C.E.E.-U.S.A. Corp. $15,842 Flanagan, Lieberman, Hoffman & Swaine $10,304 The Merten Group $12,240 W.U.B.E.-F.M. $10,166 Charles Deglow $9,619 Tri-State Juice $9,349 Narendra Patel $7,524 RJM Management $7,429 Cox Auto Trader $7,240 ZEP Manufacturing Co. $7,217 Duke Energy $7,085 Tri-State Service Station $7,024 Movie Gallery U.S. Inc. $6,838 M.W. Davis $6,382 Frito-Lay, Inc. $6,168 Staples $6,087 Movies U Buy/S.Q.S. $6,144 Marge Schott $5,881 AGILENT TECHNOLOGIES: Board Approves Share-Repurchase Program ------------------------------------------------------------- Agilent Technologies Inc. said that its Board of Directors has approved a share-repurchase program of up to $2 billion of its common stock over the next two years. Agilent completed its previous $2 billion share buyback in October, bringing its cumulative repurchases to $6.466 billion since the program's inception in 2005. ""The Board's decision reflects our confidence in Agilent's operating model and strong cash flow," said Bill Sullivan, Agilent president and chief executive officer. "It also demonstrates our continuing commitment to return excess cash to the owners." Agilent anticipates the share-repurchase program will be implemented using a variety of methods, which may include open- market purchases, block trades, accelerated share-repurchase transactions or otherwise, or by any combination of such methods. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. The stock-repurchase program may be suspended or discontinued at any time. Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/-- is a measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company's 19,000 employees serve customers in more than 110 countries. The company has operations in India, Argentina, Puerto Rico, Bolivia, Paraguay, Venezuela, and Luxembourg, among others. AGILENT TECH: Moody's Says Stock Repurchase Won't Affect Ratings ---------------------------------------------------------------- Agilent Technologies, Inc. announcement that its board has authorized a new $2 billion common stock repurchase program to be implemented over the next two years will not impact Agilent's credit rating, according to Moody's Investors Service. The share repurchase is expected to be funded with proceeds from free cash flow, cash and option exercises. Moody's believes the announcement will not impact Agilent's ratings given the company's strong liquidity even after considering the planned share repurchase program. Nonetheless, the announcement continues to indicate an aggressive use of Agilent's significant balance sheet liquidity ($1.8 billion of unrestricted cash as of October 2007) since we expect free cash flow after acquisitions for fiscal 2008 to be less than the $1 billion of annual share repurchases planned. As such, the company's continued use of free cash flow for non-productive purposes reduces financial flexibility and could constrain the rating at the current rating level. In October 2007, the company completed a $600 million debt offering to replenish cash balances that were used to fund the remaining purchases under its fiscal 2007 $2 billion accelerated stock buyback program. Moody's noted that at the current rating category, Agilent had capacity to incur the additional debt supported by higher EBITDA levels. The Ba1 rating currently incorporates financial policies that are not fully aligned with creditor interests as well as the potential for leveraging event risk. The rating also captures the expectation that healthy liquidity and low balance sheet leverage will be maintained. Moody's notes the maintenance of strong liquidity is critical in order to ensure the ability to continue investing in new product development during the inevitable industry down cycles and also to maintain flexibility for opportunistic acquisitions that fill in technology gaps or round out service capabilities. Following the execution of the share repurchase program, Moody's expects that Agilent will maintain cash balances of around $1 billion or more in addition to having access to a $300 million multiyear committed unsecured credit facility. Additional liquidity support is derived from our expectation that free cash flow generation will remain robust through cycles given that operating performance continues to be solid. Moody's expects that the bulk of free cash flow is likely to be used for strategic acquisitions and share repurchases under the new $2 billion share repurchase program, thereby limiting further cash buildup. To the extent that acquisitions plus share repurchases were to significantly exceed amounts provided by the company's free cash flow for a sustained period, the rating or outlook would not likely experience upward pressure. Headquartered in Santa Clara, California, Agilent Technologies, Inc. is a leading measurement technology company serving the communications, electronics, life sciences and chemical analysis industries. Net revenues for the twelve months ended October 31, 2007 were $5.4 billion. ALLTEL CORP: Tender Offers for Debt Securities Expires ------------------------------------------------------ Alltel Corporation disclosed the expiration, as of 8:00 a.m., New York City time, on Nov. 16, 2007, of the cash tender offers and consent solicitations by its wholly-owned subsidiaries, Alltel Communications, Inc. and Alltel Ohio Limited Partnership, for their outstanding debt securities. The final results of the tender offers and consent solicitations for the Securities are: 1) Issuer: ACI Title of Security & CUSIP No.: 6.65% Senior Notes due 2008 (CUSIP No. 885571AE9) Principal Amount Outstanding: $38,981,000 Amount of Securities Tendered: $26,189,000 Approximate Percentage Tendered: 67.18% 2) Issuer: ACI Title of Security & CUSIP No.: 7.60% Senior Notes due 2009 (CUSIP No. 885571AD1) Principal Amount Outstanding: $52,974,000 Amount of Securities Tendered: $49,272,000 Approximate Percentage Tendered: 93.01% 3) Issuer: Alltel Ohio Title of Security & CUSIP No.: 8.00% Notes due 2010 (CUSIP No. 02003XAA8) Principal Amount Outstanding: $297,338,000 Amount of Securities Tendered: $280,038,000 Approximate Percentage Tendered: 94.18% As a result of receiving consents from holders of more than a majority in aggregate principal amount of each series of Securities, each Issuer has entered into a supplemental indenture implementing the proposed amendments to the relevant indentures governing the Securities, which eliminate or make less restrictive certain restrictive covenants and conditions to defeasance, as well as certain events of default with respect to certain series of Securities, and related provisions in the indentures. Citi and Goldman, Sachs & Co. acted as dealer managers for the tender offers and as solicitation agents for the consent solicitations. For additional information regarding the terms of the tender offers and consent solicitations, please contact: Citi at (800) 558-3745 (toll-free) or Goldman, Sachs & Co at (877) 686- 5059 (toll free). Requests for documents may be directed to Global Bondholder Services, which acted as the depositary and information agent for the tender offers and consent solicitations, at (866) 540-1500 (toll-free). Headquartered in Little Rock, Arkansas, ALLTEL Corporation (NYSE:AT) -- http://www.alltel.com/-- operates America's largest wireless network, which delivers voice and advanced data services nationwide to 12 million customers. Alltel is a Forbes 500 company with annual revenues of nearly $8 billion. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services lowered its ratings on ALLTEL Corp., including its corporate credit rating, which was lowered to 'B+' from 'BB'. The outlook is negative. As reported in the TCR on Nov. 9, 2007, Fitch Ratings downgraded the ratings of Alltel Corporation and its subsidiaries, Alltel Communications Inc. and Alltel Ohio Limited Partnership including Alltel Corp.'s Issuer Default Rating to 'B' from 'BB-'; $1.5 billion credit facility to 'CCC+/RR6' from 'BB-'; Senior unsecured debt to 'CCC+/RR6' from 'BB-'; and ACI's IDR to 'B' from 'BB-'; $39 million senior unsecured notes due 2008 to 'B/RR4' from 'BB-'; $53 million senior unsecured notes due 2009 to 'B/RR4' from 'BB-'. Fitch also lowered Alltel Ohio's IDR to 'B' from BB-' and $297 million senior unsecured notes due 2010 'B/RR4' from 'BB-'. As reported in the TCR on Nov. 6, 2007, Moody's Investors Service assigned a B2 Corporate Family Rating and a SGL-2 Speculative Grade Liquidity Rating to Alltel Corporation. In addition, Moody's assigned a Ba3 rating to the senior secured facilities and a Caa1 rating to the senior unsecured facilities related to the acquisition of Alltel Communications Inc. ALLTEL CORP: Completes $27.5 Billion Sale to Atlantis Holdings -------------------------------------------------------------- Alltel Corp. has completed the closing of its merger with Atlantis Holdings, LLC, an affiliate of TPG Capital and GS Capital Partners, in a transaction valued at $27.5 billion. Holders of Alltel common stock will receive $71.50 per share in cash under the terms of the merger agreement, which was adopted by Alltel shareholders at a special meeting on Aug. 29, 2007. As reported in the Troubled Company Reporter on Oct. 31, 2007, Alltel Corp. disclosed that the Federal Communications Commission has approved the proposed acquisition of Alltel by Atlantis. As a result of the transaction, Alltel's stock will cease trading on the New York Stock Exchange at close of market on Nov. 16, 2007. "This transaction delivers substantial value to our shareholders, and we want to thank them again for their support through the years," Scott Ford, Alltel's president and chief executive officer, said. Headquartered in Little Rock, Arkansas, ALLTEL Corporation (NYSE:AT) -- http://www.alltel.com/-- operates America's largest wireless network, which delivers voice and advanced data services nationwide to 12 million customers. Alltel is a Forbes 500 company with annual revenues of nearly $8 billion. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services lowered its ratings on ALLTEL Corp., including its corporate credit rating, which was lowered to 'B+' from 'BB'. The outlook is negative. As reported in the TCR on Nov. 9, 2007, Fitch Ratings downgraded the ratings of Alltel Corporation and its subsidiaries, Alltel Communications Inc. and Alltel Ohio Limited Partnership including Alltel Corp.'s Issuer Default Rating to 'B' from 'BB-'; $1.5 billion credit facility to 'CCC+/RR6' from 'BB-'; Senior unsecured debt to 'CCC+/RR6' from 'BB-'; and ACI's IDR to 'B' from 'BB-'; $39 million senior unsecured notes due 2008 to 'B/RR4' from 'BB-'; $53 million senior unsecured notes due 2009 to 'B/RR4' from 'BB-'. Fitch also lowered Alltel Ohio's IDR to 'B' from BB-' and $297 million senior unsecured notes due 2010 'B/RR4' from 'BB-'. As reported in the TCR on Nov. 6, 2007, Moody's Investors Service assigned a B2 Corporate Family Rating and a SGL-2 Speculative Grade Liquidity Rating to Alltel Corporation. In addition, Moody's assigned a Ba3 rating to the senior secured facilities and a Caa1 rating to the senior unsecured facilities related to the acquisition of Alltel Communications Inc. AMP'D MOBILE: Wants to Sell Warrant to Buy 375,000 Obopay Shares ---------------------------------------------------------------- Amp'd Mobile Inc. seeks permission from the U.S. Bankruptcy Court for the District of Delaware to sell certain warrant to purchase 375,000 shares of the common stock of Obopay Inc. On July 12, 2006, Obopay has entered into a partnership with Amp'd Mobile. Under the terms of the agreement, the two companies, offered a mobile payment service, Obopay-Amp'd to Amp'd Mobile subscribers, and Amp'd Mobile agreed to promote the service to all Amp'd subscribers. Kathryn D. Sallie, Esq., at The Bayard Firm, stated that the Debtor will complete the intended sale without further notice, hearing or court order pursuant to Court-approved de minimis asset sale procedures, if no objection is filed against the sale notice. Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq., Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm represent the Debtor in its restructuring efforts. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). ARIZANT INC: S&P Revises Senior Facility Recovery Rating to 3 ------------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised its recovery rating on Minneapolis, Minnesota-based Arizant Inc.'s senior secured revolving credit facility and term loan to '3' from '4'. "This revision predominantly reflects the company's debt reduction, and changes to our assumptions around U.S. versus foreign EBITDA," said Standard & Poor's credit analyst Jesse Juliano. The '3' recovery rating indicates S&P's expectations for meaningful recovery (50%-70%) in the event of a payment default. The senior secured rating on the revolver and term loan remains 'B+'. The corporate credit rating is affirmed at 'B+'; the outlook is stable. The speculative-grade ratings on Arizant reflect its limited size and resources, its operation within a niche market, and the potential for debt-financed acquisitions or dividends. These factors overshadow the company's leading position in the temperature management market, its consistent growth, and its very conservative capital structure for the current rating. Arizant is the leading manufacturer of perioperative temperature management products. Its three product lines are disposable warming blankets used during surgery, fluid warming devices, and disposable hospital warming gowns. The company generates largely recurring revenue because disposable products are used with its growing installed base of fixed warming units. ARMSTRONG HOLDINGS: Commences Asset Distribution on December 12 --------------------------------------------------------------- Armstrong Holdings Inc. disclosed its timetable for dissolution including distribution of net assets to shareholders. Dec. 5, 2007, will be the last day of trading in ACKH common stock, and will be the record date for shareholders entitled to receive a final distribution of the company's net assets. The company's stock transfer books will close and no further trading or transfers will be recognized after settlement of trades made through that date. On Dec. 12, 2007, the distribution agent, American Stock Transfer & Trust Company, will begin the distribution of assets to shareholders. After this distribution, Armstrong Holdings Inc. will file Articles of Dissolution with the Commonwealth of Pennsylvania and will cease to exist. The company's net assets for distribution total approximately $28 million, which will be divided pro-rata per share among the holders of the 40,551,975 outstanding shares of ACKH common stock. This amounts to a distribution of approximately $0.69 per share. Shareholders should consult their tax advisor on the tax implications of this distribution. Shareholders who hold ACKH stock in brokerage accounts will receive the distribution in their accounts and their ACKH holdings will be cancelled after the distribution. Direct shareholders do not need to return their stock certificates to receive a distribution. Those certificates will become void and have no value. When they receive their distribution checks, direct shareholders should cancel or destroy those Armstrong Holdings stock certificates. Direct shareholders with questions concerning their accounts should contact American Stock Transfer & Trust Company at (800) 937-5449. About Armstrong Holdings Inc. Based in Lancaster, Pennsylvania, Armstrong Holdings Inc. (OTC Bulletin Board: ACKH) -- http://www.armstrong.com/-- was the parent holding company of Armstrong World Industries Inc. On Oct. 2, 2006, Armstrong World Industries Inc. emerged from Chapter 11 reorganization under its Fourth Amended Plan of Reorganization, which provided for the cancellation of the AWI stock owned by the company. The company has conducted no business and had no operations since Oct. 2, 2006. ASHTON PLACE: Moody's Holds Rating and Revises Outlook to Neg. -------------------------------------------------------------- Moody's Investors Services has affirmed the Caa3 rating on Texas State Affordable Housing Corporation, Multifamily Housing Revenue Bonds (Ashton Place and Woodstock Apartments Project) Senior Series 2001A and C rating on outstanding Series 2001C and Series 2001D bonds. The ratings affirmation affects $8,665,000 outstanding Series 2001A bonds, $1,025,000 outstanding Series 2001C bonds and $1,025,000 outstanding Series 2001D bonds. The outlook has been revised to negative and reflects numerous Events of Default as outlined in the Trust Indenture, including, further tapping the Senior Series 2001A Debt Service Reserve Fund, and insufficient funds in the Series 2001C and Series 2001D Debt Service Reserve Funds, to make debt service payments. Occupancy has continued to trend upward at Woodstock Apartments, currently at 80%, compared to 73% as of May, 2007. Ashton Place continues to report occupancy rate of approximately 90%. NOI and debt service coverage show slight improvement. Based on FY 2006 audited financials, debt service coverage on the senior bonds was 0.73 times (excluding the reserve for repair and replacement) compared to 0.62 a year earlier. Debt service coverage on the Series C bonds, net of senior debt service, was -2.08 times (excluding the reserve for repair and replacement); debt service coverage on the Series D bonds, net of senior and sub debt service, was -2.70 times (excluding the reserve for repair and replacement). The outlook for the bonds has been revised to negative. The revised outlook reflects continuing Events of Default and the properties' poor financial condition. Due to the management's failure to submit sufficient funds, the Trustee tapped reserve funds in the amount of $192,857.87 from the Series 2001A Debt Service Reserve Fund to make the August 1, 2007 principal and interest payment on the Series 2001A bonds. Furthermore, both properties are in need of various interior and exterior repairs, which could cause an additional strain on the projects' financial resources. AVET COACH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Avet Coach Corporation 1369 Blondell Avenue Bronx, NY 10461 Bankruptcy Case No.: 07-13641 Type of Business: The Debtor offers ambulette transportation services in the metropolitan area. See http://www.avet.com/ Chapter 11 Petition Date: November 16, 2007 Court: Southern District of New York (Manhattan) Debtor's Counsel: Wendy B. Green, Esq. Forman Holt & Eliades LLC 218 Route 17 North Rochelle Park, NJ 07662 Tel: (201) 845-1000 Fax: (201) 845-9112 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Christine Hernandez $435,000 c/o The Goodarb Law Firm 99 Wall Street, 19th Floor New York, NY 10005 American Express $225,000 P.O. Box 2855 New York, NY 10116-2855 New York Department $147,000 Taxation & Finance TSRD Prompt Tax WA Harriman State Complex Albany, NY 12227 Cananwill, Inc. Auto Liability $130,000 Insurance Finance Syvio Abreu $120,000 Wells Fargo $100,000 National Continental Insurance $87,000 Local 531 IBT Health & Welfare $70,000 Babbekov $50,000 Miguel Cabrera $50,000 Canon Copier Lease $47,000 Digitech Computers, Inc. $45,000 Sayegh Auto $40,000 Sarad Marketing, Inc. $30,000 Local 707 Health & Welfare Fun $22,000 T and S Gas Center $20,000 Ben's Auto Parts $14,000 Parkmatic $13,000 C.J. Fleet $12,000 Excel Distributors $6,000 BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes ------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on 11 classes of commercial mortgage pass-through certificates from Banc of America Commercial Mortgage Inc.' s series 2004-3. Concurrently, S&P affirmed its ratings on all remaining classes from the same series. The raised and affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. The upgrades of several pooled certificates reflect the defeasance of $78 million (7%) of the pool's collateral since issuance. The upgrades of the nonpooled UH classes follow our analysis of the U-Haul portfolio loan and are primarily due to the deleveraging of the loan since issuance. All of the cash flows on the UH classes are derived from the U-Haul Portfolio loan. The upgrades of the nonpooled SS classes follow S&P's analysis of the 17 State Street loan and are primarily due to the improved operating performance of the collateral securing the loan since issuance. All of the cash flows on the SS classes are derived from the 17 State Street loan. As of the July 10, 2007, remittance report, the collateral pool consisted of 91 loans with an aggregate trust balance of $1.11 billion, compared with 94 loans with a $1.27 billion balance at issuance. The master servicer, Bank of America, reported financial information for 96% of the pool, excluding the defeased loans. Ninety-five percent of the servicer-reported information was full-year 2006 data. Based on this information, Standard & Poor's calculated a weighted average debt service coverage of 1.69x, up slightly from 1.61x at issuance. All of the loans in the pool are current, and there are no loans with the special servicer. To date, the trust has not experienced any losses. The top 10 loans secured by real estate have an aggregate outstanding balance of $416.2 million (45%) and a weighted average DSC of 1.88x, compared with 1.84x at issuance. Standard & Poor's reviewed property inspections provided by the master servicer for all of the assets underlying the top 10 loans, and all of the collateral was characterized as "good." Credit characteristics for two of the top 10 loans, the U-Haul Portfolio and 17 State Street loans, remain consistent with those of investment-grade obligations. Details are: -- The U-Haul Portfolio loan is the largest loan in the pool, with a trust balance of $103.4 million and a whole-loan balance of $172.4 million. The whole-loan balance consists of the $103.4 million senior interest, which is included in the trust, and a $68.9 million subordinated interest that is held in a separate REMIC in the trust. The loan is secured by a first mortgage encumbering the fee interest in 77 U-Haul self-storage properties and one U-Haul truck rental facility encompassing 44,931 units. The properties, which are located in 24 states, were built between 1920 and 2003 and renovated between 1994 and 2001. W.P Carey & Co. purchased the properties in conjunction with a 20-year sale/leaseback transaction. Under the master lease, the current economic occupancy is 100%. Standard & Poor's adjusted net cash flow is similar to its level at issuance. -- 17 State Street, the second-largest loan in the pool, has a trust balance of $74.2 million and a whole-loan balance of $109.7 million. The whole-loan balance consists of the $74.2 million senior interest, which is included in this transaction, a $13.4 million subordinated interest that is held in a separate REMIC in the trust, and a $22 million B note that is held outside of the trust. The loan is secured by the fee interests of a 49-story class A office building in New York, New York. The property was built in 1988 and consists of 531,526 net rentable sq. ft. Occupancy as of June 30, 2007, was 100%, and the year-end 2006 DSC was 1.59x. Standard & Poor's adjusted NCF has increased 16% from its level at issuance. BofA reported a watchlist of 16 loans with an aggregate outstanding balance of $110.1 million (10%). The largest loan on the watchlist, Woodland Park Plaza Office Building ($16.1 million, 1%), is secured by a 225,727-sq.-ft. office property in Houston, Texas. The loan is on the watchlist because of a low DSC (0.19x) as of March 31, 2007. Occupancy fell to 61% after two major tenants vacated when their leases expired at the end of 2006. However, several new leases were executed in the first half of 2007, and occupancy is expected to increase to 95%. Standard & Poor's stressed the loans on the watchlist and other loans with credit issues as part of its analysis. The resultant credit enhancement levels support the raised and affirmed ratings. Ratings Raised Banc of America Commercial Mortgage Inc. Pooled commercial mortgage pass-through certificates series 2004-3 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ B AA+ AA 13.17% C AA AA- 12.05% Banc of America Commercial Mortgage Inc. Nonpooled commercial mortgage pass-through certificates series 2004-3 Rating ------ Class To From ----- -- ---- UH-D AA+ AA UH-E AA AA- UH-F AA- A+ UH-G A A- UH-H A- BBB+ UH-J BBB BBB- SS-B BBB+ BB+ SS-C BBB BB SS-D BBB- BB- Ratings Affirmed Banc of America Commercial Mortgage Inc. Pooled commercial mortgage pass-through certificates series 2004-3 Class Rating Credit enhancement ----- ------ ---------------- A-3 AAA 15.98% A-4 AAA 15.98% A-5 AAA 15.98% A-1A AAA 15.98% D A 9.67% E A- 8.55% F BBB+ 7.01% G BBB 5.89% H BBB- 4.34% J BB+ 3.92% K BB 3.36% L BB- 2.80% M B+ 2.38% N B 2.10% O B- 1.82% X AAA N/A Banc of America Commercial Mortgage Inc. Nonpooled commercial mortgage pass-through certificates series 2004-3 Class Rating ----- ------ UH-A AAA UH-B AAA UH-C AAA N/A - Not applicable. BANC OF AMERICA: Moody's Downgrades Ratings on 12 Tranches ---------------------------------------------------------- Moody's Investors Service has downgraded the ratings of 12 tranches and has placed under review for possible downgrade the ratings of 6 tranches from 3 separate trusts established by Banc of America Funding Corporation in 2006. The collateral backing these classes consists of primarily first lien, fixed and adjustable-rate, Alt-A mortgage loans. The ratings were downgraded and placed under review for downgrade based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. In its analysis Moody's has also applied its published methodology updates to the non delinquent portion of the transactions. Issuer: Banc of America Funding 2006-7 Trust * Cl. T2-M-1 Currently Aa1 on review for possible downgrade, * Cl. T2-M-2 Currently Aa2 on review for possible downgrade, * Cl. T2-M-3 Currently Aa3 on review for possible downgrade, * Cl. T2-M-4, Downgraded to A2, previously A1, * Cl. T2-M-5, Downgraded to Baa1, previously A2, * Cl. T2-M-6, Downgraded to Baa2, previously A3, * Cl. T2-M-7, Downgraded to Ba1, previously Baa2, * Cl. T2-M-8, Downgraded to Ba3, previously Baa3, * Cl. T2-B-1, Downgraded to B2, previously Ba2. Issuer: Banc of America Funding 2006-G Trust * Cl. M-6, Downgraded to Baa3, previously Baa2, * Cl. M-7, Downgraded to B3, previously Ba2. Issuer: Banc of America Funding 2006-H Trust * Cl. M-1 Currently Aa1 on review for possible downgrade, * Cl. M-2 Currently Aa2 on review for possible downgrade, * Cl. M-3 Currently Aa3 on review for possible downgrade, * Cl. M-4, Downgraded to A3, previously A1, * Cl. M-5, Downgraded to Baa3, previously A3, * Cl. M-6, Downgraded to Ba3, previously Baa1, * Cl. M-7, Downgraded to Caa1, previously Baa3. BAYOU GROUP: Judge Hardin Approves Klestadt as Special Counsel -------------------------------------------------------------- The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy Court for the Southern District of New York gave Bayou Group LLC and its debtor-affiliates authority to employ Klestadt & Winters LLP as its special counsel. As the Debtor's special counsel, Klestadt & Winters is expected to investigate the remaining adversary proceedings before the Court for which the firm serves as counsel to various plaintiffs. Tracy L. Klestadt, Esq., a partner of the firm, charges $495 per hour for this engagement. The firm's other professionals and their compensation rates are: Professionals Hourly Rate ------------- ----------- Ian Winter, Esq. $395 John Jureller, Esq. $390 Sean Southard, Esq. $350 Designations Hourly Rate ------------ ----------- Associates $175 - $300 Paralegals $125 Mr. Klestadt assures the Court that the firm the firm does not hold any interest adverse to the Debtor's estate and is a "disintereseted person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Klestadt can be reached at: Tracy L. Klestadt, Esq. Klestadt & Winters, LLP 292 Madison Avenue, 17th Floor New York, New York 10017 Tel: (212) 972-3000 Based in Chicago, Illinois, Bayou Group LLC operates and manages hedge funds. The company and its affiliates filed for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306). Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. BAYOU GROUP: Has Until November 30 To File Chapter 11 Plan ---------------------------------------------------------- The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy Court for the Southern District of New York further extended Bayou Group LLC and its debtor-affiliates' exclusive periods to: a. file a Chapter 11 plan until Nov. 30, 2007; and b. solicit acceptance of that plan until Jan. 30, 2008. According to the Debtors, this is the fourth and final request to further extend their exclusive periods. As previously reported in the Troubled Company Reporter, the Debtors filed their Joint Chapter 11 Plan of Reorganization. However, at a Disclosure Statement hearing, Judge Hardin rejected the Debtors' Amended Disclosure Statement. Judge Hardin further said that fraudulent conveyance lawsuits filed by the receiver against investors should continue. The Debtors disclosed that they withdrew their motion to approve the Disclosure Statement in light of the complicated legal issues embodied in the Plan in favor of litigating 119 adversary proceedings. The Debtors however intend to seek approval of the Disclosure Statement within the statutory period of exclusivity. With respect to the ongoing adversary proceedings, the Debtors' tell the Court that achievements to date include: * reviewing and analyzing preliminary discovery responses of defendants in the Adversary Proceedings; * filing Amended Complaints in 108 adversary proceedings for the benefit of defrauded creditors; * defeating motions to dismiss the Amended Complaints filed by defendants in 95 of the adversary proceedings; * defeating motions for summary judgment filed by defendants in 24 adversary proceedings; * entering into court-approved settlement agreements with defendants in 8 adversary proceedings for the benefit of the Debtors' estates; * negotiating pending settlements with defendants in 39 adversary proceedings for the benefit of the Debtors' esates; * negotiating a discovery schedule for remaining 72 active adversary proceedings that could result in trial or summary judgment motions by the end of 2007. With respect to the ongoing adversary proceedings, the Debtors' also said that achievements to date include: * reviewing and analyzing preliminary discovery responses of defendants in the Adversary Proceedings; * filing amended complaints in 113 adversary proceedings for the benefit of defrauded creditors; * defeating motions to dismiss the amended complaints filed by defendants in 95 of the Adversary Proceedings; * defeating motions for summary judgment filed by defendants in 24 adversary proceedings; * entering into court-approved settlement agreements with defendants in 64 adversary proceedings for the benefit of the Debtors' estates; * negotiating pending settlements with six defendants in adversary proceedings for the benefit of the Debtors' estates; * negotiating an aggressive discovery schedule for remaining active adversary proceedings that could result in trial or summary judgment motions by the end of 2007; and * conducting depositions nationwide in the 42 active adversary proceedings. The Debtors anticipate that, given this substantial progress on these critical issues over the past 15 months, they will be able to further develop and refine within the forthcoming two months an appropriate, feasible, and equitable Plan that addresses the resolution of the pending adversary proceedings and the distribution of funds to the Debtors' defrauded investor creditors. Based in Chicago, Illinois, Bayou Group LLC operates and manages hedge funds. The company and its affiliates filed for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306). Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. BEAR STEARNS: Foreign Reps. File Opening Appellant Brief -------------------------------------------------------- Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd., filed on July 30, 2007, provisional winding-up proceedings in the Grand Court of Cayman Islands under the provisions of the Companies Law (2007 Revision) of the Cayman Islands. On the same day, the Funds filed petitions in the U.S. Bankruptcy Court for the Southern District of New York seeking recognition of the Cayman Islands liquidation as a foreign main proceedings under Chapter 15 of the U.S. Bankruptcy Code. On July 31, 2007, the Cayman Islands Court appointed Simon Lovell Clayton Whicker and Kristen Beighton, from KPMG, as the Bear Stearns Funds' joint provisional liquidators and foreign representatives. The Cayman Court converted the provisional liquidation to official liquidation in September. In August 2007, Judge Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York denied the Foreign Representatives' Chapter 15 request finding that each of the Funds' real seat and their "center of main interest" is the United States, where they conduct the administration of their interest on a regular basis, and the Southern District of New York, where their principal interests, assets and management are located. The Foreign Representatives appealed from Judge Lifland's Decision and asked the U.S. District Court in the Southern District of New York to determine whether Judge Lifland erred in finding that (i) the Funds' COMI are not located in the Cayman Islands, hence their liquidation proceedings there are not entitled to recognition as foreign main proceedings, and (ii) the Funds do not have an "establishment" in the Cayman Islands, and that, therefore, the foreign proceedings are not entitled to recognition as foreign non-main proceedings. Conflict with Chapter 15 Tenets On the Foreign Representatives' behalf, Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, argues that Judge Lifland's Decision conflicts with the basic tenets of Chapter 15, which is to foster comity and cooperation between American and foreign courts. Mr. Hodara notes that Chapter 15 scholars, including Chapter 15 co-author Prof. Jay Westbrook in his work Locating the Eye of the Financial Storm, uniformly stress that Chapter 15's purpose of maximizing cooperation with foreign courts. Judge Lifland, also co-author of Chapter 15, in his work, Chapter 15 of the United States Bankruptcy Code: An Annotated Section-by-Section Analysis, has recognized the central role played by comity in Chapter 15. Since Chapter 15 was enacted in 2005, U.S. Courts have granted comity and recognition to Cayman Islands proceedings including: -- In re SPhinX, Ltd., 351 B.R. 103, 112 (Bankr. S.D.N.Y. 2006) granting non-main recognition; -- In re Amerindo Internet Growth Fund Limited, Chapter 15 Case No. 07-10327 (RDD)(Bankr. S.D.N.Y. March 7, 2007) granting foreign main recognition; and -- In re Bancredit Cayman Limited (In Liquidation), Chapter 15 Case No. 06-11026 (SMB) (Bankr. S.D.N.Y. June 15, 2006) granting foreign main recognition. Mr. Hodara asserts that Chapter 15 was designed to streamline the process of granting recognition to foreign insolvency proceedings making it "as simple, fast and inexpensive as possible," by reducing it to "a simple documentary process, unless challenged." The United Nations Commission for International Trade Law reflects the same idea, Mr. Hodara contends, noting that that UNCITRAL lists, as one of its key objectives, provisions of a system designed "to provide expedited and direct access for foreign representatives to the courts of the enacting State" and to avoid the need to rely on cumbersome and time-consuming letters rogatory or other forms of diplomatic or consular communications that might otherwise have to be used." To obtain approval of a Chapter 15 request, foreign representatives must demonstrate that the foreign proceeding is either a "main" or nonmain" proceeding. A foreign main proceeding, under Section 1502(4) of the Bankruptcy Code, is one that is brought in the courts of the country where the debtor has the COMI is located, while a foreign nonmain proceeding, under Section 1502(2), is one that is brought in a country outside the place of a COMI where the debtor has an "establishment," defined in Section 1502(5), as "any place of operations where the debtor carries out a nontransitory economic activity." The Bankruptcy Code, however, does not defined "nontransitory economic activity." Chapter 15 includes a statutory presumption that, in the absence of evidence to the contrary, a foreign debtor's COMI is the place where its registered offices are located, Mr. Hodara tells the U.S. District Court. This statutory presumption, he continues, may be challenged only on the basis of evidence that the COMI is in another country, or on the basis of the very narrow public policy exception in Section 1506, which permits courts to refuse to take actions manifestly contrary to the public policy of the United States. Mr. Hodara further contends that one of the key reasons for streamlining the recognition process is predictability. A predictable recognition process is essential to the insolvent entity's creditors, he adds. In considering whether to recognize foreign insolvency proceedings under Chapter 15, Mr. Hodara notes that courts and commentators, including the High Court of Ireland in In re Eurofood IFSC Ltd., Case C-341/04 (Grand Chamber), 2006, agree that a Bankruptcy Court should heed the goals of respecting international comity and meeting the reasonable expectations of creditors. Erroneous Interpretation of COMI Presumption Mr. Hodara tells the District Court that it is undisputed that the Foreign Debtors submitted all of the requisite documents to satisfy the threshold requirements for Chapter 15 recognition and that their place of registration is in the Cayman Islands. Thus, Mr. Hodara asserts that the Cayman Islands are the presumptive site of the Foreign Debtors' COMI. No interested party has challenged recognition and there is nothing to suggest that the Chapter 15 Petitions were filed for anything but the proper purposes, he adds. The analysis of the COMI of a hedge fund cannot be considered as if the hedge fund were a company that manufactures products or provides services, he explains. Typically, a hedge fund will have no office or employees, because, unlike a typical business, there are no "cooperations" in the traditional sense. Instead, hedge funds, by the actions of their boards of directors, enter into various service contracts with investment managers, administrators, attorneys, and auditors. Therefore, he contends, in the hedge fund context, the pivotal analysis must focus on the expectations of creditors and investors that the law of the country where the fund is incorporated will control both prior to, and after commencement of, any insolvency proceedings. Mr. Hodara also contends that initiation of the liquidation proceedings in the Cayman Islands is consistent with the expectations of the interested parties, which consist of four investors and less than 20 creditors, many of which were represented by Cayman Islands counsel before the commencement of the Cayman Islands proceedings. The Bankruptcy Court ignored relevant evidence that buttresses the presumption that the Foreign Debtors' COMI is in the Cayman Islands, Mr. Hodara alleges. The Bankruptcy Court, he points out, focused on facts set forth in pleadings filed at the very outset of the Foreign Debtors' Chapter 15 cases before the Foreign Representatives had had a chance to investigate. Evidence presented prior to and during the Chapter 15 Request hearings showed that Bear Stearns Asset Management, Inc., the Funds' investment manager, managed investments located in numerous jurisdictions, including the Cayman Islands and Europe, he notes. This is in contrary to the Bankruptcy Court's finding that the assets managed by BSAM is located in the Southern District of New York. Mr. Hodara also alleges that Bankruptcy Court discounted a number of relevant facts that contradicted its view of the Cayman Islands office as a "letterbox." While the Bankruptcy Court acknowledged that two of High-Grade Fund' three investors are registered Cayman Islands companies, it dismissed this fact on the grounds that the investors were exempted foreign entities. The Bankruptcy Court gave no consideration to the fact that on the appointment of the Foreign Representatives as joint provisional liquidators, the powers of the boards of directors ceased and the absolute control of the Foreign Debtors was transferred to Cayman Islands-based official liquidators, Mr. Hodara says. Moreover, Mr. Hodara alleges that the Bankruptcy Court completely ignored other facts adduced at the August 27 hearing on the Foreign Debtors' Chapter 15 Petition request, namely that: (a) the Foreign Debtors' prepetition attorneys are in the Cayman Islands; (b) the Foreign Debtors' prepetition auditors, Deloitte & Touche, performed auditing work in the Cayman Islands; (c) most, if not all, of the Foreign Debtors' remaining liquid assets are in bank accounts in the Cayman Islands; (d) the Foreign Representatives and the Foreign Debtors are governed by the laws and regulations of the Cayman Islands, where the only foreign proceedings, other than the Chapter 15 cases, are pending; (e) the Foreign Debtors are subject to Cayman Islands tax law and are not subject to U.S. income tax; and (f) the Foreign Debtors' investments included collateralized debt obligations constituted under Cayman Islands law. Furthermore, Mr. Hodara alleges that the Bankruptcy Court erred in failing to recognize the Foreign Proceedings as foreign nonmain proceedings because the Foreign Debtors have "establishments" in the Cayman Islands. Mr. Hodara says the Foreign Representatives' evidentiary showing of the business conducted in the Cayman Islands amply supports recognition of the Cayman Islands proceedings at least as foreign non-main proceedings based on a "place of operations where the debtor carries out a non-transitory economic activity." Accordingly, the Foreign Representatives asks the District Court to reverse Judge Lifland's denial of their Chapter 15 request, and recognize the Foreign Proceedings as foreign main proceedings or, in the alternative, foreign non-main proceedings. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEAR STEARNS: Massachusetts Files Admin. Complaint Against BSAM --------------------------------------------------------------- The Enforcement Section of the Massachusetts Securities Division in the office of Secretary of State William F. Galvin filed an administrative complaint against Bear Stearns Asset Management, Inc., for violating the Massachusetts Uniform Securities Act and relevant regulations. Since September 1, 2003, until 2007, BSAM is the investment manager of Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structure Credit Strategies Enhanced Fund, Ltd., which filed for liquidation proceedings in the Grand Court of Cayman Islands in July 2007 as a result of the collapse of the U.S. sub-prime mortgage market. BSAM solicited investors for the Cayman Funds. The Complaint asserts that BSAM was trading securities, including mortgage-backed securities and collateralized debt obligations, from its own account with hedge funds it advised without properly notifying the client funds' independent directors, as required by federal and state securities laws as well as its own prospectus disclosures and representations. Under the Complaint, the transactions that required prior approval from the Cayman Funds' independent directors, 78.95% did not receive approval in 2006, 58.66% in 2005, 29.73% in 2004, and 18% in 2003. Through the Complaint, the Enforcement Section wants to censure BSAM and to take further action as may be deemed just and appropriate by the hearing officer for the protection of investors. It also requires BSAM to (i) permanently cease and desist from violating the Act and Regulations and (ii) pay an administrative fine in an amount as may be determined. Michael Regan, Esq., staff attorney of the Enforcement Section, in Boston, Massachusetts, notes that the Investment Act of 1940 bars an investment adviser from engaging in principal transactions with an advisory client "without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction." The disclosure and consent procedure was known as a Principal Trade Letter at BSAM, Mr. Regan said. The PTL was designed as a tool to minimize and control conflicts of interest between BSAM, Bear, Stearns & Co., Inc., the Cayman Funds, and other investment vehicles managed by BSAM. The Complaint also asserted that BSAM failed to carry out its obligations with regard to principal transactions from 2004 to 2007. Mr. Regan pointed out that BSAM staff "with responsibility for PTLs were uncertain as to when and why PTLs were necessary." BSAM neither trained nor oversaw the people who were supposed to obtain approvals on principal trades from the Cayman Funds' directors. Because the consent of the independent directors was not obtained for many principal transactions, as required by federal law and the BSAM offering documents, BSAM has violated the Massachusetts Uniform Securities Act, Mr. Regan alleged. "Investors are entitled to know when their investment adviser has some stake in the other side of the deal, as Congress realized back in 1940. Investors must also be able to rely on truthful information and representations provided in an Offering Memorandum. Bear Stearns Asset Management did not do what the law and its own disclosures assured investors that it would do," Secretary Galvin said in a press release. "The cavalier attitude that this company had about its various conflicts of interest is intolerable. This is a case that demonstrates why existing rules regulating principal transactions are so important for investors," Mr. Galvin continued. "This begins to explain how the sub-prime genie got out of the bottle," Mr. Galvin told the Associated Press. William O'Connor, Esq., at Crowell & Moring, in New York, related to AP that the Complaint "is an indication that there are a lot more problems that are going to come out" involving alleged conflicts of interest in mortgage-related investments. "It's not just about writing off losses. You're going to see more and more claims like this come forward," Mr. O'Connor continued. To recall, the Securities Division of Mr. Galvin's office had conducted a probe on whether the Funds' informed its independent directors before engaging in trading transactions. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BELL MICRO: Has Until January 31 to Comply with Nasdaq Listing -------------------------------------------------------------- Bell Microproducts Inc. has received the decision of the board of directors of The NASDAQ Stock Market LLC granting to the company until Jan. 31, 2008, to become compliant with the NASDAQ's continued listing requirements. The company also has received an additional staff determination letter from NASDAQ stating that the company is not in compliance with the requirements for continued listing pursuant to NASDAQ Marketplace Rule 4310(c)(14), due to its failure to file its Quarterly Report on Form 10-Q, for the quarter ended Sept. 30, 2007, on a timely basis. This staff determination notice serves as an additional basis for delisting the company's common stock from trading on NASDAQ. The company's common stock continues to trade on the NASDAQ Global Market under the symbol "BELM," however, after Jan. 31, 2008, the company's securities are subject to be delisted from trading. The company is working to complete its financial restatements in order to comply with its SEC filing requirements. The company is in the process of correcting identified errors in its financial statements, including the accounting impacts associated with its review of the company's historical stock option grant practices. In addition to the accounting impact of its stock option review, the company is also reviewing its historical accounting treatment for certain reserves, accruals, and other accounting estimates. A committee of independent directors has been appointed to complete this review. About Bell Microproducts Headquartered in San Jose, California, Bell Microproducts Inc. (Nasdaq: BELM) -- http://www.bellmicro.com/-- is an international, value-added distributor of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. Bell is a Fortune 1000 company that has operations in Argentina, Brazil, Chile and Mexico. * * * The company has received waivers from its lenders into March 2008 relating to the filing of financial reports with the SEC and the provision of audited financial reports. BOMBARDIER RECREATIONAL: Moody's Withdraws Ratings on Term Loans ---------------------------------------------------------------- Moody's Investors Service withdrew its proposed ratings on Bombardier Recreational Products Ba2 senior secured revolver and B1 senior secured term loan assigned on June 2007, following the company's decision to postpone the offering due to current market conditions. At the same time, Moody's affirmed BRP's B1 corporate family rating, B1 probability of default rating, the existing Ba2 rating of the senior secured revolver due 2011, and the B1 rating of the senior secured term loan due 2013. The rating outlook continues to be negative. "The negative outlook principally reflects Moody's concern that consumer spending both in North America and in Europe, but primarily in the United States, will soften in the near term putting pressure on the company's operating performance," said Kevin Cassidy, Vice President/Senior Credit Officer at Moody's Investors Service. "Although Moody's recognizes the operational improvements the company has made over the last couple of years, it has returned most of its profitability to shareholders in the past" noted Cassidy. He further stated that "Moody's expects that the company will again lever up to improve shareholder return once the capital markets improve" BRP's rating could be downgraded if adjusted leverage approaches 5.5x either because of moderating operating performance or a material increase in leverage or a combination of both. On the other hand, "the rating outlook could be stabilized if BRP continues to improve its operating performance despite an expected decline in consumer spending and maintains adjusted leverage around 5x, even if it levers up for a dividend/share repurchase" noted Cassidy. Moody's subscribers can find additional information in the BRP Credit Opinion published on Moodys.com. Ratings withdrawn: -- CDN$250 million senior secured revolver, due 2012, at Ba2; -- CDN$1,125 million senior secured term loan, due 2013, at B1; Ratings affirmed/assessments revised: -- Corporate family rating at B1; -- Probability of default rating at B1; -- CDN$250 million senior secured revolver, due 2011, at Ba2 (to LGD 2, 28% from LGD 2, 25%); -- $720 million senior secured term loan, due 2013, at B1(to LGD 4, 54% from LGD 4, 51%) With corporate headquarters in Valcourt, Quebec, Bombardier Recreational Products Inc. is a leading designer, manufacturer, and distributor of motorized recreational products worldwide. Net sales for the twelve-month period ended July 2007 were approximately CDN$2.8 billion. BORGWARNER CAPITAL: Moody's Reviews Preferred Shelf's Rating ------------------------------------------------------------- Moody's Investors Service placed BorgWarner Inc.'s Baa2 Senior Unsecured rating under review for possible upgrade. The action is prompted by debt reduction funded by stronger earnings and significant free cash flow generated over the last nine months, and follows the company's affirmation of 2007 guidance towards the higher-end of earlier ranges. During 2007 cash flows from the company's wholly-owned operations have been applied to lower balance sheet indebtedness at the parent level. As a result, BorgWarner's leverage and coverage metrics based upon its wholly- owned operations have shown progressive improvement and are approaching or exceeding levels that existed prior to the 2005 debt financed acquisition of a majority interest in BERU AG. Moody's anticipates BorgWarner's global and customer diversification, participation in several product areas with leadership positions and growth prospects, and improving backlog of business awards should permit these trends to continue. The review will focus on the sustainability of these developments, including an assessment of the company's liquidity profile, and the extent to which debt protection ratios may show incremental progress. In addition, the review will consider the role which acquisitions may play in the company's strategy and the impact which its plans for shareholder returns could have on debt protection measures over the intermediate term. Ratings placed under review for possible upgrade: BorgWarner Inc. * Senior Unsecured, Baa2 * Subordinate Shelf, (P)Baa3 * Preferred Shelf, (P)Ba1 BorgWarner Capital Trusts, I, II, and III * Shelf ratings for Trust preferred, (P)Baa3 The last rating action was on May 24, 2007 when the ratings' outlook was changed to positive from stable. BorgWarner Inc., headquartered in Auburn Hills, MI, is a global tier-1 automotive supplier focused on engine and drivetrain products. In 2006, revenues were approximately $4.6 billion. The company operates manufacturing and technical facilities in 64 locations in 17 countries. BOWIE RESOURCES: Sixth Circuit Sheds Light on Sec. 363 Asset Sale ----------------------------------------------------------------- The U.S. Court of Appeals for the Sixth Circuit affirmed a district court ruling stating that any sale related claim would be extinguished by a Section 363 sale order unless expressly assumed in an asset purchase agreement. The Sixth Circuit's decision relates to a bankruptcy court approved sale of Bowie Resources Limited's assets to, and assumption of Bowie's executory contracts by, Appalachian Fuels LLC, pursuant to an asset purchase agreement. TVA Contract Dispute Al Perry Enterprises Inc., acting as sales agent for Bowie in securing coal supply contracts, paid a commission on sales of coal pursuant to the contracts. One of the contracts was with the Tennessee Valley Authority. A dispute arose between Bowie and Perry regarding Bowie's obligation to pay commissions to Perry in connection with the TVA contract. As a result, Perry filed suit against Bowie in the United States District Court for the Southern District of Indiana. The case was resolved by the entry of an agreed judgment which required Bowie to continue paying commissions to Perry in connection with its sale of coal to TVA. The agreed judgment also required Bowie, should it enter bankruptcy proceedings, to assume its contractual obligations to Perry under the agreed judgment. Sec. 363 Asset Sale Bowie and several related entities later commenced voluntary Chapter 11 bankruptcy cases in the Bankruptcy Court for the Eastern District of Kentucky at Ashland. Bowie operated as a debtor-in-possession until October 2003, and paid commissions to Perry until July 2003. On Sept. 12, 2003, the bankruptcy court entered an order establishing auction procedures for the sale of Bowie's assets and the assumption and assignment of executory contracts and unexpired leases. Bowie initially entered into an asset purchase agreement with JJM Energy LLC for substantially all of Bowie's assets and the assumption and assignment of executory contracts and unexpired leases, including the TVA contract. In accordance with the bankruptcy court's established auction procedures, a notice of the proposed sale and t