T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 21, 2007, Vol. 11, No. 276 Headlines AEGIS MORTGAGE: Court OKs Hahn & Hessen as Committee Co-Counsel AEGIS MORTGAGE: Court OKs Landis Rath as Panel's Delaware Counsel AEGIS MORTGAGE: Wants February 1 Set as Claims Bar Date AEGIS MORTGAGE: Fitch Cuts Rating on $20.8 Million Certificates AES CORP: Moody's Says Completed Notes Buy Won't Affect Ratings ALLTEL COMMUNICATIONS: S&P Rates $1 Billion PIK Toggle Notes at B- ALTERNATIVE LOAN: Moody's Assigns Ba1 Rating on Class B-1 Certs. AMAZON.COM: Moody's Puts Ba2 Corp. Family Rating Under Review AMBUMED CORP: Case Summary & 20 Largest Unsecured Creditors AMERICAN GENERAL: Moody's Puts 'Ca' Ratings Under Review AMERIQUEST MORTGAGE: S&P Lowers Ratings on Five Cert. Classes AMORTIZING RESIDENTIAL: Losses Cue Moody's to Lower Ratings AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $100.5 Million ANTHONY AKIDI: Case Summary & Four Largest Unsecured Creditors APPROVED PAVING: Case Summary & 20 Largest Unsecured Creditors ARCH WESTERN: Earns $50.1 Million in 3rd Quarter Ended Sept. 30 ASSOCIATED ESTATES: Paying Quarterly Dividend on 8.7% Pref. Shares AUTONATION: Moodys' Affirms Ba1 Corporate Family Rating AVADO BRANDS: Asset Sale Hearing Scheduled for December 10 AVADO BRANDS: BDO Seidman Okayed as Committee's Financial Advisor AVADO BRANDS: Court OKs Pepper Hamilton as Panel's Del. Counsel BARNERT HOSPITAL: Court Okays Finkelstein as Collections Counsel BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel BCE INC: George Cope to Become CEO After OTPP Purchase Completion BEAR STEARNS: S&P Lowers Ratings on 17 Loan Classes BOMBAY COMPANY: Can Hire Baker & McKenzie as Special Counsel BOMBAY COMPANY: Panel Can Hire Lang Michener as Canadian Counsel BON-TON STORES: Moody's Places All Ratings Under Review BROTMAN MEDICAL: U.S. Trustee Appoints Nine-Member Creditors Panel C-BASS 2002-CB2: Moody's Lowers Ratings on Three Tranches CALPINE CORP: Files Updated Valuation Analysis CHEM RX: Appoints COO Steven Silva as New President CLASS V: S&P Places Ratings Under Negative CreditWatch COLONIAL ADVISORY: S&P Assigns Default Rating on Class B Notes COPANO ENERGY: Prices $125 Mil. Offering of 8-1/8% Senior Notes COTT CORPORATION: Moody's Cuts Corporate Family Rating to B1 COUDERT BROTHERS: Selects Development Specialist as Consultant COUDERT BROTHERS: Wants Court to Approve New Staffing Scheme COUNTRYWIDE: Fitch Takes Ratings Actions on Various Classes COUNTRYWIDE: Moody's Downgrades Ratings on 79 Tranches COUNTRYWIDE BANK: Moody's Confirms C- Strength Rating COUNTRYWIDE FIN'L: Denies Rumors of Possible Bankruptcy Filing CREATIVE NEIGHBORS: Voluntary Chapter 11 Case Summary CREDIT SUISSE: S&P Affirms Ratings on 23 Certificate Classes CRIIMI MAE: $3.4 Million Losses Prompt S&P's Default Rating CSFB ABS: Realized Losses Prompt S&P to Downgrade Ratings DEUTSCHE MORTGAGE: Moody's Affirms Ratings on 28 Cert. Classes DIANE LYON: Case Summary & 14 Largest Unsecured Creditors DOBSON COMMUNICATIONS: Moody's Lifts Rating with Stable Outlook ELLIOTT HOLDING: Case Summary & 173 Largest Unsecured Creditors FORD MOTOR: S&P Holds 'B' Rating and Removes Positive Watch FREMONT HOME: S&P Downgrades Ratings on Five Cert. Classes GASTAR EXPLORATION: Selling $100 Mil. of 12-3/4% Sr. Sec. Notes GENOIL INC: Posts CDN$2,009,524 Net Loss in Quarter Ended Sept. 30 GSMPS MORTGAGE: S&P Affirms Ratings on 19 Certificate Classes HENDRX CORP: Posts $348,595 Net Loss in 3rd Quarter Ended Sept. 30 HEWETT'S ISLAND: S&P Rates $10.3 Million Class E Notes at BB HORIZON LINES: Board OKs $50MM Class A Common Stock Repurchase HSI ASSET: Moody's Lowers Rating on Class B-3 Loans to B3 HYDRO SPA: Court Conditionally Approves Disclosure Statement HYDRO SPA: Oscher Consulting Not to Investigate Insider Claims HYDRO SPA: U.S. Trustee Balks at GrayRobinson as Counsel INTERLINK GLOBAL: Sept. 30 Balance Sheet Upside-Down by $2.3 Mil. INTERNATIONAL NORCENT: Files Schedules of Assets & Liabilities INTERNATIONAL NORCENT: Wants Shepard Mullin as Bankruptcy Counsel INT'L SHIPHOLDING: S&P Withdraws Ratings at Company's Request JARDEN CORP: Gregory S. Shearson Appointed as President and CEO JHT HOLDINGS: Constrained Liquidity Prompts S&P to Junk Rating JP MORGAN: Moody's Lowers Ratings on 23 Tranches JP MORGAN: S&P Lowers Rating on Class HM-1 Certificates to BB+ KAMP RE: S&P Says Rating on $190 Million Notes Remain Under Watch KB TOYS: Closing Stores, Cutting Jobs Amid Fierce Competition KIMBALL HILL: S&P Lowers Corporate Credit Rating to B from B+ KRATON POLYMERS: Moody's Holds B1 Rating and Revises Outlook LEHMAN BROTHERS: Fitch Rates $10.5 Mil. Class B Certs. at BB+ LIFECARE HOLDINGS: Poor Earnings Cue S&P to Junk Credit Rating MASTR: High Delinquency Prompts Moody's Ratings Downgrades MERITAGE HOMES: S&P Revises Outlook to Negative from Stable MERRILL LYNCH: Moody's Cuts Ratings on Two Classes to B1 MEZZ CAP: S&P Affirms 'BB' Rating on Class G Certificates MICHAEL PANCAKE: Case Summary & Four Largest Unsecured Creditors MYLAN INC: Completes Sale of Preferred and Common Stock MBS-SOUTH POINT: Case Summary & 20 Largest Unsecured Creditors MOVIE GALLERY: Committee Employs Pachulski Stang as Lead Counsel MOVIE GALLERY: Committee Hires Miles & Stockbridge as Co-Counsel MOVIE GALLERY: Enters Into Sopris Lock Up Agreement & Term Sheets NELVINE OCAMPO: Case Summary & Four Largest Unsecured Creditors NEUMANN HOMES: Wants Court to Extend Stay to CEO Kenneth Neumann NEWLAND INTERNATIONAL: Fitch Assigns 'BB' Rating on Sr. Notes OGLEBAY NORTON: Deregisters Common and Pref. Stocks from SEC PASCACK VALLEY: Can Hire Cushman & Wakefield as Realtor PASCACK VALLEY: Committee Taps Weiser LLP as Financial Advisor PASCACK VALLEY: Ombudsman Wants to Retain Carella Byrne as Counsel PEGASUS SATELLITE: Trustee Discloses Sixth Distribution PERFORMANCE TRANSPORTATION: To Sell All Assets to Allied Systems PRC LLC: Moody's Downgrades the Withdraws Ratings PRIDE INTERNATIONAL: S&P Lifts Credit Rating to BB+ from BB QUEPASA CORP: Posts $3.5 Million Net Loss in Qtr. Ended Sept. 30 RELIANT ENERGY: Wants Until February 16 to Remove Actions REMY WORLDWIDE: Court Confirms Prepackaged Reorganization Plan ROBERT KOLWITZ: Voluntary Chapter 11 Case Summary ROCKWOOD SPECIALTIES: Strong Performance Cues S&P to Lift Rating SANMINA-SCI: To Redeem $120 Mil. Floating Notes on December 18 SCO GROUP: Court OKs Dorsey & Whitney as Special Corporate Counsel SCO GROUP: Hearing on Asset Sale Protocol Deferred to December 5 SECURITIZED ASSET: Moody's Places Ratings Under Review SENIOR HOUSING: Moody's Lifts Sr. Debt Rating to Ba1 from Ba2 SONICBLUE INC: Chapter 11 Trustee Can Sell Epic Shares for $12,000 SR TELECOM: Sept. 30 Balance Sheet Upside-Down by CDN$30.8 Million STANLEY-MARTIN: S&P Holds B+ Rating and Revises Outlook to Neg. STRUCTURED ASSET: Moody's Downgrades Ratings on Four Tranches STRUCTURED ASSET: Moody's Junks Rating on Class B2 Loans STRUCTURED ASSET: S&P Lowers Rating on Class M6 Certs. to BB SUBURBAN PROPANE: Moody's Holds Ba3 Corporate Family Rating TABERNA PREFERRED: S&P Affirms 'BB' Rating on Class F Notes TERWIN MORTGAGE: S&P Junks Rating on Class 2-B-3 Certificates TEXHOMA ENERGY: Dec. 31 Balance Sheet Upside-Down by $2.7 Million TRANSDIGM GROUP: Earns $24.7 Million in Qtr. ended September 30 TREY RESOURCES: Sept. 30 Balance Sheet Upside-Down by $4.01 Mil. TRIPLE CROWN: Selling Host Communications to IMG for $74.3 Mil. TRUE TEMPER: Moody's Cuts Corp. Family Rating to Caa2 from Caa1 TWEETER HOME: Can Assume & Assign Mitsubishi Dealership Contract TWEETER HOME: Committee Given Approval to Pursue Potential Actions TWEETER HOME: Court OKs Zurich Pact Terminating Insurance Policies US CONCRETE: Sells Tenn. & Del. Operations to Oldcastle UNITED RENTALS: Debt Tender Offers to Expire Today WACHOVIA BANK: Moody's Holds B3 Rating on $7.5MM Certificates WCI COMMUNITIES: Canceled Contracts Cue S&P to Junk Ratings WINDHAM COMMUNITY: Moody's Withdraws B1 Debt Rating * Fitch Says Covenants May Preserve Recovery Values * Moody's Says Ongoing Liquidity Crunch May Signal Tipping Point * Moody's says REITs w/ External Mgt. Structure Face Challenges * Moody's Takes Rating Actions on Various Classes * S&P Assigns Default Ratings on 59 Classes from 55 U.S. Loans * Beard Group's Featured Conference for November 2007 * Upcoming Meetings, Conferences and Seminars ********* AEGIS MORTGAGE: Court OKs Hahn & Hessen as Committee Co-Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Aegis Mortgage Corp. and its debtor-affiliates' bankruptcy cases sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hahn & Hessen LLP as co-counsel nunc pro tunc Sept. 14, 2007. As reported in the Troubled Company Reporter on Oct. 26, 2007, the Creditors Committee selected Hahn & Hessen because the firm is thoroughly familiar with and is experienced in Chapter 11 matters. H&H has experience with insolvencies of prime and sub-prime mortgage lenders, and has been representing the creditors' interests in insolvency proceedings for more than 75 years. H&H is expected to: * render legal advice to the Creditors Committee with respect to its duties and powers in these cases; * assist in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors and the operation of the Debtors' business; * advise the Creditors Committee with respect to any proposed sale of the Debtors' assets or business operations, if any, and any other matters relevant thereto; * advise the Creditors Committee with respect to any proposed plan of reorganization and the Debtors prosecution of claims against third parties, if any, and other matters relevant to the proceeding or to the formulation of the plan; * assist the Committee in requesting the appointment of a trustee or examiner pursuant to Section 1104 of the Bankruptcy Code, if necessary and appropriate; and * performing other legal services, which may be required by and which are in the best interests of the unsecured creditors. H&H agreed to be compensated at its customary rates for services rendered and for actual expenses incurred. Generally, the hourly rates being charged by the firm range from $500 to $600 for partners, $200 to $400 for associates, $450 to $625 for special counsel and counsel, and $180 to $200 for paralegals. Mark T. Power, Esq., a member of H&H, in New York, assured the Court that the firm does not represent any interest adverse to the Creditors Committee or the Debtors' estate in the matters upon which it is to be engaged. He added that H&H, while employed by the Committee, will not represent any individual creditor in connection with the bankruptcy cases. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan expires on Dec. 11, 2007. (Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AEGIS MORTGAGE: Court OKs Landis Rath as Panel's Delaware Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Aegis Mortgage Corp. and its debtor-affiliates' bankruptcy cases sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to retain Landis Rath & Cobb LLP as its Delaware counsel. As reported in the Troubled Company Reporter on Oct. 26, 2007, the Creditors Committee selected Landis Rath because of the firm's expertise with creditor committee representations, and in the field of debtor and creditor law and business reorganizations under Chapter 11 of the Bankruptcy Code. The firm is also familiar with the Debtors' business affairs and capital structure. Landis Rath is expected to: * give legal advice with respect to the power and duties of the Creditors Committee and other participants in the Debtors' cases; * assist in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and the operation of their business, and any other matters relevant to the cases and which may affect the creditors; * participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, plan of reorganization and disclosure statement in connection with the plan; * prepare legal documents and appear at Court hearings on behalf of the Creditors Committee; * give legal advice and perform legal services in connection with the bankruptcy cases; and * perform other legal services as may be requested by the Creditors Committee. Landis Rath will charge for its services on an hourly basis, plus reimbursement of expenses incurred. The attorneys designated to represent the Creditors' Committee and their corresponding hourly rates are: Professional Hourly Rate ------------ ----------- Richard S. Cobb, Esq. $440 Kerri K. Mumford, Esq. $290 John H. Strock $215 Richard S. Cobb, Esq., a partner at Landis Rath, in Wilmington, Delaware, told the Court that the firm has not represented the Creditors Committee, the Debtors and other parties-in-interest in matters relating to the Debtors or their estates. Mr. Cobb assured the Court that the firm is a "disinterested person" within the meaning of Sections 1103 and 101(14) of the Bankruptcy Code. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan expires on Dec. 11, 2007. (Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AEGIS MORTGAGE: Wants February 1 Set as Claims Bar Date ------------------------------------------------------- Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure, Aegis Mortgage Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to: (a) establish Feb. 1, 2008, as the deadline for creditors to file proofs of claims that arose prior to the Petition Date; for parties to file requests for payment of administrative expenses arising under Section 503(b)(9) of the Bankruptcy Code; and for filing claims arising under the WARN Act or any other similar state law worker notification statute; (b) establish Feb. 11, 2008, as the deadline for governmental units to file proofs of claim that arose before the Petition Date; and (c) approve the form of the Bar Dates' notice and the manner of disseminating the notice. Bankruptcy Rule 3003(c)(2) provides that any creditor whose claim is not scheduled or whose claim is scheduled as disputed, contingent or unliquidated must file a proof of claim. Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware, says that entities holding these claims need not file a proof of claim on or before the Bar Dates: -- claims already filed with Epiq Bankruptcy Solutions, LLC, the claims agent, or with the Clerk of the Bankruptcy Court for the District of Delaware; -- claims listed in the Debtors' schedules of assets and liabilities, provided that the holders do not dispute the nature of the claims, the amount or manner with which the claims are listed in the schedules, and the claims are not designated as contingent, unliquidated, subject to adjustment, disputed or unknown; and -- claims arising on or after the Petition Date, except as provided pursuant to the 503(b)(9) Administrative Bar Date or the WARN Act Claims Bar Date. Any creditor who fails to file the claim by the applicable Bar Dates would not be treated as a creditor with respect to the claim or interest for the purpose of receiving any distribution from the estate, according to Mr. Cairns. The Debtors intend to serve a copy of the Bar Date Notice on or before Nov. 30, 2007, to all known creditors, parties listed on the Debtors' master mailing matrix, those who filed a notice of appearance and demand for papers, the Debtors' equity security holders, and the Office of the United States Trustee. The Debtors also intend to publish the notice in the national edition of the USA Today no later than Nov. 30, 2007 to inform those unknown claimants. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan expires on Dec. 11, 2007. (Aegis Bankruptcy News, Issue No. 11, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AEGIS MORTGAGE: Fitch Cuts Rating on $20.8 Million Certificates --------------------------------------------------------------- Fitch Ratings has taken these rating actions on Aegis mortgage pass-through certificates. Affirmations total $556.1 million and downgrades total $20.8 million. In addition, approximately $14.0 million is placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: Aegis Asset Backed Securities Trust 2005-2 -- $125.2 million class A affirmed at 'AAA' (BL: 76.06, LCR: 4.57); -- $38.5 million class M1 affirmed at 'AA+' (BL: 64.02, LCR: 3.84); -- $34 million class M2 affirmed at 'AA' (BL: 45.9, LCR: 2.75); -- $21 million class M3 affirmed at 'AA-' (BL: 45.25, LCR: 2.72); -- $18.5 million class M4 affirmed at 'A+' (BL: 40.51, LCR: 2.43); -- $18 million class M5 affirmed at 'A' (BL: 34.82, LCR: 2.09); -- $16.5 million class M6 affirmed at 'A-' (BL: 29.56, LCR: 1.77); -- $15 million class B1 affirmed at 'BBB+' (BL: 24.74, LCR: 1.48); -- $14 million class B2 rated 'BBB' placed on Rating Watch Negative (BL: 20.21, LCR: 1.21). Summary -- Originators: (100% Aegis); -- 60+ day Delinquency: 38.14%; -- Realized Losses to date (% of Original Balance): 2.62%; -- Expected Remaining Losses (% of Current Balance): 16.66%; -- Cumulative Expected Losses (% of Original Balance): 8.12%. Aegis Asset Backed Securities Trust 2005-3 -- $123.5 million class A affirmed at 'AAA' (BL: 70.75, LCR: 4.29); -- $34 million class M1 affirmed at 'AA+' (BL: 59.73, LCR: 3.62); -- $30.1 million class M2 affirmed at 'AA' (BL: 46.73, LCR: 2.83); -- $19.1 million class M3 affirmed at 'AA-' (BL: 46.73, LCR: 2.83); -- $17.4 million class M4 affirmed at 'A+' (BL: 37.73, LCR: 2.29); -- $15.7 million class M5 affirmed at 'A' (BL: 32.67, LCR: 1.98); -- $15.7 million class M6 affirmed at 'A-' (BL: 27.59, LCR: 1.67); -- $13.6 million class B1 affirmed at 'BBB+' (BL: 23.15, LCR: 1.40); -- $11.4 million class B2 downgraded to 'BBB-' from 'BBB' (BL: 19.53, LCR: 1.18); -- $9.3 million class B3 downgraded to 'BB' from 'BBB-' (BL: 16.95, LCR: 1.03). Summary -- Originators: (100% Aegis); -- 60+ day Delinquency: 35.05%; -- Realized Losses to date (% of Original Balance): 2.39%; -- Expected Remaining Losses (% of Current Balance): 16.49%; -- Cumulative Expected Losses (% of Original Balance): 8.36%. 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. AES CORP: Moody's Says Completed Notes Buy Won't Affect Ratings --------------------------------------------------------------- The AES Corporation (AES: B1 Corporate Family Rating) has completed its previously announced offer to purchase up to $1.24 billion of outstanding senior notes. While no ratings changed as a result, the LGD point estimate on its senior secured credit facilities were revised to LGD 1, 2%, from LGD 1, 3%, its second priority secured notes to LGD 3, 38% from LGD 3, 41% and its senior unsecured notes to LGD 4, 53% from LGD 4, 57%. ALLTEL COMMUNICATIONS: S&P Rates $1 Billion PIK Toggle Notes at B- ------------------------------------------------------------------ Standard & Poor's Rating Services assigned its 'B-' rating to ALLTEL Communications Inc.'s (B+/Negative/--) $1 billion of senior payment-in-kind toggle notes due 2017. ALLTEL Communications is a subsidiary of Little Rock, Arkansas- based wireless carrier ALLTEL Corp. (B+/Negative/--). Proceeds from this debt issue are being used to refinance a portion of the bridge facilities which, together with $14 billion of secured bank debt funded the leveraged buyout of ALLTEL Corp. by Goldman Sachs Capital Partners and TPG Capital on Nov. 16, 2007. Pro forma debt at close of the buyout was about $24 billion. New Rating ALLTEL Communications Inc. $1 bil. payment-in-kind toggle notes due 2017 B- ALTERNATIVE LOAN: Moody's Assigns Ba1 Rating on Class B-1 Certs. ---------------------------------------------------------------- Moody's Investors Service has assigned a Aaa rating to the senior certificates issued by Alternative Loan Trust 2007-OA11 and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by Countrywide Home Loans, Inc. originated, adjustable-rate, negative amortization Alt-A mortgage loans acquired by Countrywide Financial Corporation. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses from subordination. Moody's expects collateral losses to range from 1.85% to 2.05%. Countrywide Home Loans Servicing LP will act as master servicer. The complete rating actions are: Alternative Loan Trust 2007-OA11 Mortgage Pass-Through Certificates, Series 2007-OA11 -- Cl. A-1A, Assigned Aaa -- Cl. A-1B, Assigned Aaa -- Cl. A-2, Assigned Aaa -- Cl. A-3, Assigned Aaa -- Cl. X-P, Assigned Aaa -- Cl. A-R, Assigned Aaa -- Cl. M-1, Assigned Aa1 -- Cl. M-2, Assigned Aa2 -- Cl. M-3, Assigned Aa3 -- Cl. M-4, Assigned A1 -- Cl. M-5, Assigned A2 -- Cl. M-6, Assigned A3 -- Cl. M-7, Assigned Baa1 -- Cl. M-8, Assigned Baa2 -- Cl. M-9, Assigned Baa3 -- Cl. B-1, Assigned Ba1 AMAZON.COM: Moody's Puts Ba2 Corp. Family Rating Under Review ------------------------------------------------------------- Moody's Investors Service placed the long term debt ratings of Amazon.com on review for possible upgrade and affirmed the speculative grade liquidity rating at SGL-2. The review for possible upgrade reflects the company's very strong year-to-date results for the period ended September 30, 2007 which resulted in a sizable increase in its operating income and free cash flow and a corresponding improvement in credit metrics. These ratings are placed on review for possible upgrade: -- Corporate family rating of Ba2; -- Probability of default rating of Ba2; -- Senior subordinated notes of Ba3; -- Senior unsecured shelf at (P)Ba1; -- Senior subordinated shelf at (P)Ba3; -- Preferred shelf at (P)B1. This rating is affirmed: -- Speculative grade liquidity rating of SGL-2. The affirmation of the SGL-2 reflects the company's continued good liquidity driven by its very strong internal sources of cash (approximately $800 million of free cash flow for the LTM ending September 30, 2007 and $1.9 billion of cash and marketable securities). The SGL-2 continues to be constrained by Amazon.com's lack of external liquidity normally provided by a committed bank credit facility. The company's assets -- primarily inventory -- are predominantly unencumbered and could be used to secure financing. The review for possible upgrade will focus on the company's operating performance during the fourth quarter holiday season. The review will also focus on Amazon.com's growth strategy and business initiatives and their potential impact on the company's level of operating profits. In addition, the review will focus on the company's financial policy, including; its capital structure, liquidity, and any potential plans for its significant cash balances which continue to build. Amazon.com, headquartered in Seattle, Washington, is the world's largest internet based retailer. Total revenues were approximately $13.1 billion for the LTM period ended September 30, 2007. AMBUMED CORP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Ambumed Corp. dba Ambumed Ambulance Service 150 West Jefferson Boulevard Los Angeles, CA 90007 Bankruptcy Case No.: 07-20716 Type of Business: The Debtor provides emergency and non-emergency ambulance services to the general public, patients, residential care facilities, hospitals, skilled nursing facilities, healthcare organizations and other healthcare providers. See http://www.ambumed.net/ Chapter 11 Petition Date: November 19, 2007 Court: Central District Of California (Los Angeles) Judge: Victoria S. Kaufman Debtor's Counsel: Harry J. Rebhuhn, Esq. 1441 North Vista Street, Suite 2 Los Angeles, CA 90046 Tel: (310) 948-0413 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ I.R.S. $1,500,000 201 West River Center Boulevard Covington, KY 41019-0032 Gregor Zargaran $325,000 100 West Broadway, Suite 540 Glendale, CA 91210 Leaf Funding, Inc. $175,000 P.O. Box 26268 Raleigh, NC 27611 Darnell Parker, Esq. $150,000 E.D.D.-David Matanga $150,000 Vague Industries $91,000 Newman & Nelson $90,000 U.S.A. Financial, L.L.C. $80,000 Speight Group Management, $59,000 L.L.C. Fleet Services $50,000 Hakop Muradyan $50,000 Puget Sound Leasing $36,000 Blue Cross of California $36,000 Ted Rouadi $30,000 McKesson Medical Surgical $28,000 Irwin Financial $28,000 P.S.I. $25,000 A.I.C.C.O. $20,000 Astra Lease $20,000 Balboa Capital Corp. $16,000 AMERICAN GENERAL: Moody's Puts 'Ca' Ratings Under Review -------------------------------------------------------- Moody's Investors Service upgraded these classes of notes issued by American General CBO 2000-1 Ltd.: Class Description: $20,000,000 Senior Secured Class B-l Floating Rate Notes Due 2012 -- Prior Rating: Baa1, on review for possible upgrade -- Current Rating: Aa1 Class Description: $21,000,000 Senior Secured Class B-2 Fixed Rate Notes Due 2012 -- Prior Rating: Baa1, on review for possible upgrade -- Current Rating: Aa1 Class Description: $9,000,000 Senior Secured Class C Fixed Rate Notes Due 2012 -- Prior Rating: B1, on review for possible upgrade -- Current Rating: A3 Moody's also announced that it has placed these classes of notes on review for possible upgrade: Class Description: $14,000,000 Subordinated Class D-l Notes Due 2012 -- Prior Rating: Ca -- Current Rating: Ca, on review for possible upgrade Class Description: $10,000,000 Subordinated Class D-2 Notes Due 2012 -- Prior Rating: Ca -- Current Rating: Ca, on review for possible upgrade In addition, Moody's withdrew its rating on these class of notes: Class Description: $251,400,000 Senior Secured Class A Floating Rate Notes Due 2012 -- Prior Rating: Aaa -- Current Rating: WR According to Moody's, the rating actions are the result of the amortization of the Senior Secured Class A Floating Rate Notes, improvement in the credit quality of the deal's portfolio and increased coverage for the notes mentioned above. AMERIQUEST MORTGAGE: S&P Lowers Ratings on Five Cert. Classes ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five classes of asset-backed pass-through certificates from three Ameriquest Mortgage Securities Inc. transactions. Concurrently, S&P affirmed its ratings on eight classes from these series. The downgrades of the five classes reflect recent collateral performance that has eroded available credit support during recent months. As of the October 2007 remittance period, cumulative losses on series 2002-AR1, 2002-2, and 2003-6 were 1.66%, 2.01%, 2.21% of the original principal balances, respectively. Serious delinquencies (90-plus days, foreclosures, and REOs) ranged from 12.35% (series 2002-2) to 18.96% (series 2002-AR1) of the current principal balances. Overcollateralization is substantially below its target in all three transactions (series; O/C amount; % of target): -- 2002-AR1: $2,037,121; 48.5% of the target of $4,196,030; -- 2002-2: $868,400; 23.1% of the target of $3,750,000; and -- 2003-6: $0; 0% of the target of $8,902,437. Class M-6 from series 2003-6 has defaulted. O/C has been completed eroded and is currently zero, compared with a target of $8.9 million. For the October 2007 remittance period, this class lost $330,345.40, and the current total realized losses for this class were $889,793.53. S&P lowered its 'AAA' rating on class M-2 from series 2002-AR1 because realized losses have consistently outpaced excess interest, decreasing credit support levels for the class since it was raised to 'AAA' from 'A' on Sept. 28, 2004. For the prior six months, average realized losses ($240,541) have outpaced average excess interest ($110,046) by 2.2x. As a result, O/C for series 2002-AR1 has dropped to $2,037,020, below its target of $4,196,030. S&P's loss projections indicate that the current performance trends may further compromise credit support for this class. Serious delinquencies for series 2002-AR1 were $6.048 million, accounting for 18.96% of the current pool balance. The affirmations reflect stable collateral performance as of the October 2007 remittance period. Current and projected credit support percentages are sufficient at the current rating levels. O/C, excess spread, and subordination provide credit enhancement for these transactions. At issuance, the collateral backing the deals consisted of subprime fixed- and adjustable-rate fully amortizing first-lien mortgage loans secured by one- to four-family residential properties. Ratings Lowered Ameriquest Mortgage Securities Inc. Rating ------ Series Class To From ------ ----- -- ---- 2002-AR1 M-2 A AAA 2002-AR1 M-3 B BBB 2002-AR1 M-4 B BBB- 2002-2 M-4 CCC B 2003-6 M-6 D CCC Ratings Affirmed Ameriquest Mortgage Securities Inc. Series Class Rating ------ ----- ------ 2002-AR1 M-1 AAA 2002-2 M-2 AA 2002-2 M-3 BBB 2003-6 M-1 AA 2003-6 M-2 A 2003-6 M-3 A- 2003-6 M-4 BBB+ 2003-6 M-5 B AMORTIZING RESIDENTIAL: Losses Cue Moody's to Lower Ratings ----------------------------------------------------------- Moody's Investors Service has downgraded ratings on four tranches issued by Amortizing Residential Collateral Trust 2002-BC9, three tranches issued by Amortizing Residential Collateral Trust, Series 2002-BC6, and two tranches issued by Amortizing Residential Collateral Trust Mortgage Pass-Through Certificates, Series 2001- BC6. Each trust's collateral consists primarily of first-lien, subprime fixed and adjustable rate mortgage loans. These deals have low pool factors (all pool factors are lower than 6.16% as of October 2007). The downgrades are driven by back ended losses that have eroded credit support to a point where the subordinate tranches no longer have sufficient enhancement levels to maintain their current ratings in light of the anticipated losses. Complete rating actions are: Issuer: Amortizing Residential Collateral Trust 2002-BC9 -- Cl. M2, currently A2; downgraded to Baa1; -- Cl. M3, currently Ba1; downgraded to Ba2; -- Cl. M4, currently Ba3; downgraded to Caa2. -- Cl. B, currently B1; downgraded to C. Issuer: Amortizing Residential Collateral Trust, Series 2002-BC6 -- Cl. M2, currently A2; downgraded to Baa3; -- Cl. M3, currently Baa3; downgraded to Caa2. -- Cl. B, currently Ba2; downgraded to C. Issuer: Amortizing Residential Collateral Trust Mortgage Pass- Through Certificates, Series 2001-BC6 -- Cl. M1, currently Aa2; downgraded to Baa2; -- Cl. M2, currently Baa1; downgraded to Ba1. AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $100.5 Million ---------------------------------------------------------------- Ampex Corporation's consolidated balance sheet at Sept. 30, 2007, showed $23.3 million in total assets and $123.8 million in total liabilities, resulting in a $100.5 million total shareholders' deficit. The company reported a net loss of $540,000 on revenues of $9.4 million in the third quarter of 2007 compared to a net income of $1.8 million on revenues of $8.6 million in the third quarter of 2006. Licensing revenue from running royalties recognized on shipments by the company's licensees totaled $2.7 million in the quarter ended Sept. 30, 2007, compared to $3.2 million in the quarter ended Sept. 30, 2006. The Recorders segment earned operating income of $900,000 in the third quarter of 2007 compared to $400,000 in the comparable period in 2006. Total Recorders segment product and service revenues increased to $6.7 million in the third quarter of 2007 from $5.4 million in the third quarter of 2006, primarily due to increased sales of solid state and disk-based instrumentation recorders to $3.5 million in the third quarter of 2007 compared to $1.8 million in the comparable period in 2006, offset in part by decreased sales of legacy tape-based products. Backlog of orders totaled $4.0 million at Sept. 30, 2007. Significant orders that contain cancellation provisions or other restrictions are excluded from backlog. The company reported operating income of $578,000 in the three months ended Sept. 30, 2007, compared to operating income of $23,000 for the three months ended Sept. 30, 2006. Interest expense for the three months ended Sept. 30, 2007, was $1.2 million compared to $768,000 for the three months ended Sept. 30, 2006. Total debt at Sept. 30, 2007, was $51.3 million, up from $33.2 million at Sept. 30, 2006, primarily due to borrowings from Hillside Capital Incorporated in relation to funding of the company's defined benefit pension plan. Other income and expense, net of $2.7 million for the three months ended Sept. 30, 2006, included $2.4 million of incentive fees assigned to the company by the general partner of an investment limited partnership upon the sale of an investment. There were no incentive fees received in 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?2581 About Ampex Corp. Headquartered in Redwood City, California, Ampex Corporation (Nasdaq: AMPX) -- http://www.ampex.com/-- is one of the world's leading innovators and licensors of technologies for the visual information age. ANTHONY AKIDI: Case Summary & Four Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Anthony U. Akidi 197 South Vallejo Way Upland, CA 91786 Bankruptcy Case No.: 07-17514 Chapter 11 Petition Date: November 16, 2007 Court: Central District Of California (Riverside) Judge: Peter Carroll Debtor's Counsel: Thomas B. Ure, Esq. Ure, Ranieri & Associates 800 Wilshire Boulevard, Suite 1050 Los Angeles, CA 90017 Tel: (213) 202-6070 Fax: (213) 202-6075 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Countrywide value of security: $54,216 P.O. Box 10219 $830,000 Van Nuys, CA 91410-0219 Countrywide $29,412 400 Countrywide Way Simi Valley, CA 93065 Bank of America $52,000 P.O. Box 15726 Wilmington, DE 19886 Allied Credit Union value of security: $16,000 $9,000 APPROVED PAVING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Approved Paving, Inc. P.O. Box 804 Mascotte, FL 34753 Bankruptcy Case No.: 07-05880 Type of Business: The Debtor is a paving and seal-coating corporation servicing Orange, Osceola, Seminole, and Sumter counties in the Central Florida area. See http://www.approvedpavinginc.com/ Chapter 11 Petition Date: November 19, 2007 Court: Middle District of Florida (Orlando) Debtor's Counsel: Peter N. Hill, Esq. Wolff Hill McFarlin & Herron P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 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 ------ --------------- ------------ Alpha Land Investments, LLC $320,000 Sunnandam S. Ohri 9220 Hidden Bay Lane Orlando, FL 32819 Husman Bacchus Loans $194,900 444 Duff Drive Winter Garden, FL 34787 American Express $166,788 5233 Coconut Creek Parkway Margate, FL 33063-3964 Mainline Supply of FL, LLC $153,901 I & S Trucking $129,092 DAB Constructors, Inc. Asphalt supply $96,482 Citizen First Bank unsecured credit line $96,003 GWP Construction, Inc. $92,582 John Deere Credit Dump Truck $67,595 Ranger Construction $64,907 Industries, Inc. Progressive Employer Service Payroll Company $60,007 Citicapital JD3005D Excavator $55,534 Mack Concrete Industries Inc. $55,061 Internal Revenue Service Payroll Taxes $52,189 Ring Power Corporation $50,656 Curb-It Company $41,335 Gulfcoast Survey $31,655 Bank of America Credit Card $21,896 Hertz Equipment Rental $21,200 TCT Construction, Inc. $20,307 ARCH WESTERN: Earns $50.1 Million in 3rd Quarter Ended Sept. 30 --------------------------------------------------------------- Arch Western Resources LLC reported net income of $50.1 million on coal sales of $405.1 million for the third quarter ended Sept. 30, 2007, compared with net income of $67.9 million on coal sales of $369.7 million in the same period last year. Coal sales increased from the third quarter of 2006 to the third quarter of 2007 due to higher sales volume along with changes in the company's segment mix. Sales volume in the Powder River Basin increased to 5,057 tons during the third quarter of 2007 compared to 4,196 tons in the third quarter of 2006 due to increased sales from the Coal Creek mine, partially offset by a decrease in sales from the Black Thunder mine due to the planned reductions. In the Western Bituminous region, sales volume increased to 25,071 tons during the third quarter of 2007 compared to $24,533 tons in the third quarter of 2006 reflecting an increase in sales volume from the Skyline mine and from the Dugout mine, which experienced the effects of an extended longwall move in the third quarter of 2006. Cost of coal sales increased to $317.5 million from $270.2 million in the third quarter of 2006 primarily due to higher costs in both of the company's operating regions. Depreciation, depletion and amortization increased to $35.2 million from $27.9 million in the third quarter of 2006 primarily due to ongoing capital improvement and development projects. Selling, general and administrative expenses increased to $6.3 million from $5.1 million in the third quarter of 2006. SG&A expenses represent expenses allocated to the company from Arch Coal. Net interest income increased to $8.3 million from $3.9 million in the third quarter of 2006. The company's cash transactions are managed by Arch Coal. Cash paid to or from the company that is not considered a distribution or a contribution is recorded as a receivable from Arch Coal. The receivable balance earns interest from Arch Coal at the prime interest rate. The increase in interest income results primarily from a higher average receivable balance during the three months ended Sept. 30, 2007, as compared to the same period in 2006. For the first nine months ended Sept. 30, 2007, the company reported net income of $144.3 million on coal sales of $1.16 billion, compared to net income of $227.5 million on coal sales of $1.12 billion in the same period ended Sept. 30, 2006. Coal sales increased from the third quarter of 2006 to the third quarter of 2007 due to higher sales volume along with changes in the company's segment mix. Liquidity Cash provided by operating activities decreased $161.3 million in the first nine months of 2007 compared to the first nine months of 2006 primarily as a result of the commencement of Arch Coal's accounts securitization program in the first quarter of 2006, which resulted in a substantial decrease in the company's trade receivables in the first half of 2006. Cash used in investing activities in the first nine months of 2007 was $111.5 million less than in the first nine months of 2006, primarily due to a decrease in capital spending of $70.8 million in the first nine months of 2007 when compared with the first nine months of 2006. In addition, cash used in investing activities decreased due to the commencement of Arch Coal's accounts receivable securitization program in the first quarter of 2006. On Aug. 15, 2007, the company entered into a commercial paper placement program to provide short-term financing at rates that are generally lower than the rates available under Arch Coal's revolving credit facility. Under the program, the company may sell up to $50.0 million in interest-bearing or discounted short- term unsecured debt obligations with maturities of no more than 270 days. The commercial paper placement program is supported by an unsecured $50.0 million revolving credit facility with a maturity date of June 7, 2008. As of Sept. 30, 2007, the company had $50.0 million outstanding under the agreement. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $2.76 billion in total assets, $1.49 billion in total liabilities, $7.6 million in redeemable membership interest, $176.5 million in minority interest, and $1.08 billion in non-redeemable membership interest. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $130.0 million in total current assets available to pay $255.1 million in total current liabilities. 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?2584 About Arch Western Headquartered in St. Louis, Missouri, Arch Western Resources LLC is a wholly owned subsidiary of Arch Coal Inc. Arch Coal Inc. (NYSE: ACI) -- http://www.archcoal.com/-- is one of the nation's largest coal producers. Arch Coal Inc.'s core business is providing U.S. power generators with clean-burning, low-sulfur coal for electric generation. Through its national network of mines, Arch supplies the fuel for approximately 6% electricity generated in the United States. * * * Arch Western Resources LLC still carries Moody's Investors Service 'BB-' long term foreign issuer credit and 'BB-' long term local issuer credit ratings, which were placed on July 19, 2005. ASSOCIATED ESTATES: Paying Quarterly Dividend on 8.7% Pref. Shares ------------------------------------------------------------------ Associated Estates Realty Corporation has declared a quarterly dividend of $0.54375 per one-tenth depositary share on the company's 8.70% Class B Series II Cumulative Redeemable Preferred Shares , payable Dec. 14, 2007, to shareholders of record on Nov. 30, 2007. Each depositary share represents one-tenth of a share of the company's 8.70% Class B Series II Cumulative Redeemable Preferred Shares. Based in Richmond Heights, Ohio, Associated Estates Realty Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real estate investment trust and is a member of the Russell 2000 Index. The company directly or indirectly owns, manages or is a joint venture partner in 98 properties containing a total of 19,909 units located in 10 states. * * * Moody's Investor Service placed Associated Estates Realty Corporation's senior unsecured debt rating at 'B1' in November 2006. The rating still hold to date with a positive outlook. AUTONATION: Moodys' Affirms Ba1 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service affirmed AutoNation's Ba1 corporate family rating and probability of default rating, assigned a Ba2 rating to the amended credit facility ($700 million revolver and $600 million term loan) and affirmed the Ba2 ratings on the senior unsecured floating and fixed rate notes. The rating outlook is stable. AutoNation's Ba1 corporate family rating reflects its standing as the largest auto retailer with revenues of just under $18 billion, industry leading operating margins over 23% (measured as adjusted EBIT/adjusted gross profit) and its diverse business model. "While the company's operating performance has softened in 2007, the strength of its business model, highlighted by the highly profitable and strong cash flow generating parts & service business, which is not heavily correlated to new and used vehicle sales, has enabled AutoNation to generate over $650 million of EBIT and retained cash flow in the twelve months ended September 2007, despite a $1 billion revenue decline from 2006". said Kevin Cassidy, Vice President/Senior Credit Officer, at Moody's Investors Service. "The company has less cushion in its rating category due to softer operating results, which are attributed to softness in consumer spending and the weak housing market as well as an aggressive share repurchase program, which has raised the debt levels under its working capital facility. This has tightened the leverage ratio in the bank credit facility; however, the Company has ample financial flexibility in the short-term. " added Cassidy. "The stable outlook reflects Moody's expectation that, despite the expected continuation of weak consumer spending, AutoNation's business model will enable it to maintain its industry leading credit metrics with leverage below 4x (measured as adjusted debt/EBITDA), operating margins above 20% and retained cash flow/adjusted debt above 20%" said Cassidy. The stable outlook also reflects Moody's expectation that AutoNation will not significantly increase leverage to fund shareholder returns and that it will maintain or decrease its domestic brand mix , which is currently around 35%. Cassidy also noted that "the stable outlook reflects Moody's expectation that AutoNation will maintain sufficient head room under its financial covenants" Ratings assigned: -- $700 million senior unsecured revolver due 2012 at Ba2 (LGD 5, 82%); -- $600 million senior unsecured term loan due 2012 at Ba2 (LGD 5, 82%); Ratings affirmed/assessments revised: -- $300 million 7% senior unsecured notes due 2014 at Ba2 (LGD 5, 82% from LGD 5, 84%); -- $300 million floating rate senior unsecured notes due 2013 at Ba2 (LGD 5, 82% from LGD 5, 84%); -- Speculative grade liquidity rating -- SGL 1; Ratings withdrawn: -- $700 million senior unsecured revolver due 2010 at Ba2; -- $600 million senior unsecured term loan due 2010 at Ba2 AutoNation, headquartered in Fort Lauderdale, Florida, is the largest automotive retailer in the U.S. It has 325 new vehicle franchises in 16 states. Revenue for the twelve months ended September 2007, approximated $17.9 billion. AVADO BRANDS: Asset Sale Hearing Scheduled for December 10 ---------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware set a hearing Dec. 10, 2007, at 11:30 a.m., to consider approval of the sale of substantially all of Avado Brands Inc. and its debtor-affiliates' assets. Objections to the sale, if any, are due on Dec. 3, 2007, at 4:00 p.m. As reported in the Troubled Company Reporter on Nov. 12, 2007, The Debtors ask the Court to sell substantially all of their assets free and clear of all liens and interests. The Debtors disclosed that they are selling their assets without a stalking horse bidder, however, 14 bidders have qualified as potential buyers as of Nov. 7, 2007. The aggregate purchase price for the assets is yet to be determined. To participate in the auction, bids must be accompanied by a cash deposit up to 5% more than the value of the bid; provided that the Debtors' DIP lender, DDJ Capital Management LLC, is not required to post any cash deposit in order to qualify to purchase the assets. In addition, DDJ Capital is entitled to a credit bid of its entire secured claim up to approximately $51.5 million pursuant to Section 363(k) of the Bankruptcy Code. However, the Court has yet to confirm approval of DDJ Capital's credit bid right. On Oct. 16, 2007, the Court approved the Debtors' proposed bidding procedure regarding the sale of their assets. The Debtors said that Lane Berry & Co. International LLC, as financial advisors, will assist them to market and sell all of their assets. About Avado Brands Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Debtors. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local counsel. Kurtzman Carson Consultants LLC acts as the Debtors claims and noticing agent. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP, represent the Official Committee of Unsecured Creditors. AVADO BRANDS: BDO Seidman Okayed as Committee's Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Avado Brands Inc. and its debtor-affiliates' chapter 11 cases obtained authority from the United States Bankruptcy Court for the District of Delaware for to retain BDO Seidman LLP, as its financial advisor, nunc pro tunc to Sept. 17, 2007. As reported in the Troubled Company Reporter on Oct. 23, 2007, BDO Seidman is expected to: a. analyze the financial operations of the Debtors prepetition and postpetition, as necessary; b. analyze the financial operations of any proposed transactiosn for which the Debtors seek Court approval, but not limited to, postpetition financing, management compensation and employee incentive and severance plans; c. perform claims analysis for the Committee; d. conduct "four wall" financial analysis and verify the physical inventory of merchandise, supplies, equipment and other material assets and liabilities, as necessary, and their values; e. assist the Committee in its review of monthly statements of operations to be submitted by the Debtors; f. assist the Committee in its evaluation of cash flow and other projections prepared by the Debtors; g. scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of the case; h. analyze transactions with insiders, related and affiliated companies; i. analyze transactions with the Debtors' financing institutions; j. attend meetings of creditors and conference with representative of the creditor groups and their counsel; k. perform forensic investigating services, as requested by the Committee and counsel, regarding prepetition activities of the Debtors in order to identify potential causes of action; and l. perform other necessary services as the Committee or its counsel may request from time to time with respect to the financial, business and economic issues that may arise. The firm's professionals and their compensation rates are: Designations Hourly Rate ------------ ----------- Partners/Managing Directors $400 - $775 Directors & Sr. Managers $300 - $600 Managers $225 - $375 Seniors $175 - $275 Staff $125 - $200 William K. Lenhart, a certified public accountant and partner of the firm, assured the Court that the firm is "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Lenhart can be reached at: William K. Lenhart, CPA BDO Seidman LLP 330 Madison Avenue New York, NY 10017-5001 Tel: (212) 885-8000 Fax: (212) 697-1299 http://www.bdo.com/ About Avado Brands Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Debtors. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local counsel. Kurtzman Carson Consultants LLC acts as the Debtors claims and noticing agent. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP, represent the Official Committee of Unsecured Creditors. AVADO BRANDS: Court OKs Pepper Hamilton as Panel's Del. Counsel --------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware gave the Official Committee of Unsecured Creditors in Avado Brands Inc. and its debtor-affiliates' bankruptcy cases authority to retain Pepper Hamilton LLP as its Delaware Counsel, nunc pro tunc to Sept. 17, 2007. As reported in the Troubled Company Reporter on Oct. 17, 2007, the Committee expects Pepper Hamilton to: a. assist the Debtors' co-counsel as requested in representing the Committee; b. advise the Committee with respect to its rights, duties and powers in these cases; c. assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; d. assist the Committee in analyzing the claims of the Debtors creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; e. assist the Committee's investigation of the acts, conduct, assets, liabilties and financial condition of the Debotrs and other parties involved with the Debtors, and of the operation of the Debtors' operations; f. assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing transactions and the terms of plan of reorganization of liquidation for the Debtors; g. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; h. represent the Committee at all hearings and other proceedings; i. review, analyze, and advise the Committee with respect to applications, order, statements of operations and schedules filed with the Court; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interest and objectives; and k. peform other services as may be required and are deemed to be in interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm' professionals and their billing rates are: Professional Designation Hourly Rate ------------ ----------- ----------- David B. Straton, Esq. Partner $575 Evelyn J. Meltzer, Esq. Associate $305 Christopher Lano Paralegal $175 Designation Hourly Rate ----------- ----------- Partners $400 - $690 Special Counsels $400 - $690 Counsels $400 - $690 Associates $250 - $320 Paraprofessionals $175 David B. Straton, Esq., a partner of the firm, assured the Court that the firm does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Avado Brands Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in their latest restructuring efforts. Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the Debtors' local counsel. Otterbourg, Steindler, Houston & Rosen, PC serve as co-counsels for the Official Creditors Committee. In their second filing, the Debtors disclosed assets and debts between $1 million to $100 million. About Avado Brands Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Debtors. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local counsel. Kurtzman Carson Consultants LLC acts as the Debtors claims and noticing agent. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP, represent the Official Committee of Unsecured Creditors. BARNERT HOSPITAL: Court Okays Finkelstein as Collections Counsel ---------------------------------------------------------------- Nathan and Miriam Barnert Memorial Hospital Association obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Steven H. Finkelstein LLC as its collections counsel. As reported in the Troubled Company Reporter on Nov. 7, 2007, the Debtor said that Steven H. Finkelstein is the sole practitioner and founder of the firm. Mr. Finkelstein has represented the Debtor in the litigation titled: "President Container, Inc. et al., Plaintiffs vs. PACE Local 1-300 Health Fund, et al., Defendants", currently pending in the U.S. District Court for the State of New Jersey, Civil Action No. 04-3885. In that action, the Debtor sought to recover charges incurred for treatment rendered to the late Antero E. Fernandez, from PACE Local 1-300 Health Fund. The unpaid charges incurred by Mr. Fernandez in connection with the treatment rendered to him by the Debtor total $253,419. The Debtor told the Court that in the course of that representation, the firm has been able to circumvent the Debtor's apparent lack of standing to bring suit under ERISA against a self-funded health plan and has been actively engaged in the matter, including participation in lengthy and complicated discovery regarding multiple parties who are potentially liable for all or part of the Fernandez bill. Mr. Finkelstein will: a) complete the discovery; b) participate in the case management and settlement conferences with the magistrate; and c) participate in the ensuing trial. The Debtor will pay Mr. Finkelstein 20% of all charges billed by the Debtor on account of treatment rendered to Mr. Fernandez. Mr. Finkelstein assured the Court that he is disinterested as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. Mr. Finkelstein can be contacted at: Steven H. Finkelstein, Esq. Steven H. Finkelstein, LLC 23 Clyde Road, Suite 201 Somerset, NJ 08873 About Barnert Hospital Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor in its restructuring efforts. Warren J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the Official Committee of Unsecured Creditors in this case. Donlin Recano & Company Inc. is the Debtor's claims, noticing, and balloting agent. The Debtor's schedules reflect total assets of $46,600,967 and total liabilities of $61,303,505. BARNERT HOSPITAL: Taps Fox Rothschild as Special Labor Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Nathan and Miriam Barnert Memorial Hospital Association to employ Fox Rothschild LLP as its special labor counsel. As reported in the Troubled Company Reporter on Nov 7, 2007, Fox Rothschild will continue to provide legal services to the Debtor, in relation to the Debtor's issues with its union labor contracts. Stephen A. Ploscowe, Esq., a member at Fox Rothschild, told the Court that the firm's professionals bill: Designation Hourly Rate ----------- ----------- Attorneys $190 - $595 Paralegals $100 - $235 Mr. Ploscowe assured the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. Mr. Ploscowe can be contacted at: Stephen A. Ploscowe, Esq. Fox Rothschild LLP 75 Eisenhower Parkway, Suite 201 Roseland, NJ 07068 Tel: (973) 992-4800 Fax: (973) 992-9125 http://www.foxrothschild.com/ About Barnert Hospital Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor in its restructuring efforts. Warren J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the Official Committee of Unsecured Creditors in this case. Donlin Recano & Company Inc. is the Debtor's claims, noticing, and balloting agent. The Debtor's schedules reflect total assets of $46,600,967 and total liabilities of $61,303,505. BCE INC: George Cope to Become CEO After OTPP Purchase Completion ----------------------------------------------------------------- Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., and Madison Dearborn Partners, LLC, disclosed that George A. Cope will assume the role of Chief Executive Officer of BCE and Bell Canada upon closing of the group's pending acquisition of the company. Currently serving as President and Chief Operating Officer of Bell Canada, Mr. Cope will continue to work closely with Michael J. Sabia, the current CEO of BCE and Bell Canada, and management will continue to report to the current board of directors until the transaction closes. Mr. Sabia announced on Sept. 21, 2007 that he will depart the company upon completion of the acquisition transaction. Mr. Cope has extensive telecommunications leadership experience. He joined Bell Canada in 2005 as President and COO and leads the Company's customer-facing units, including Residential (wireline, Internet and video), Mobility, Enterprise, SMB and Wholesale. Prior to joining Bell, Mr. Cope served for five years as President and CEO of TELUS Mobility. Previously, he led national wireless carrier Clearnet Communications as its President and CEO for 13 years. "I am pleased and excited by the opportunity to lead BCE as it enters a dynamic new era," Mr. Cope said. "We have a strong market position and compelling opportunities for profitable growth. We will continue adding to our innovative suite of residential and business communications services while focusing on providing all our customers with the highest quality service. I look forward to working with Teachers', Providence, Madison Dearborn and the talented Bell team to continue to grow the business in the years ahead." "I would like to offer my sincere congratulations to George," said Mr. Sabia. "Throughout his career George has demonstrated a deep understanding of the telecom market and evolving customer needs. We have worked to simplify and strengthen Bell's core business, delivering significant economic value to our shareholders. I look forward to continuing to work closely with George and the investor group as we progress toward the successful close of the transaction." "We respect Michael's decision to step down and greatly appreciate his valuable contributions and efforts during his tenure to streamline BCE and provide the foundation for continued success," Jim Leech, President and CEO-designate, Ontario Teachers' Pension Plan, said. "We are fortunate to have George, a proven and exceptional telecommunications executive, ready to lead BCE forward. He has a tremendous track record of driving growth and innovation at leading telecommunications companies, and a deep understanding of the Canadian marketplace. We look forward to working together with George and everyone at BCE to serve customers and build value in the years ahead." Mr. Cope serves on the Boards of Directors of BMO Financial Group and NII Holdings, Inc. (formerly known as Nextel International), and on the Advisory Board of the Richard Ivey School of Business at the University of Western Ontario. A past recipient of Canada's Top 40 Under 40 Award, he holds an Honours Business Administration degree from the University of Western Ontario. The closing of the plan of arrangement involving BCE and the investor group is subject to customary conditions, including the receipt of regulatory approvals. On Sept. 21, 2007, the arrangement was approved at a Special Meeting of shareholders by more than 97% of the votes cast by holders of common and preferred shares. Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. * * * As reported in the Troubled Company Reporter on Sept. 26, 2007, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada to 'BB-' from 'A-'. BEAR STEARNS: S&P Lowers Ratings on 17 Loan Classes --------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 17 classes from 10 Bear Stearns Asset Backed Securities I Trust transactions. Concurrently, S&P affirmed its ratings on 70 classes from the same Bear Stearns Asset Backed Securities I Trust series. The downgrades reflect collateral performance that has eroded available credit support during recent months. As of the October 2007 remittance period, cumulative losses ranged from 0.83% (series 2004-FR3) to 2.21% (series 2004-HE4) of the original principal balances. Serious delinquencies (90-plus days, foreclosures, and REOs) ranged from 10.07% (series 2004-BO1) to 19.28% (series 2004-HE8) of the current principal balances. The affirmations reflect stable collateral performance as of the October 2007 remittance period. Current and projected credit support percentages are sufficient at the current rating levels. Overcollateralization, excess spread, and subordination provide credit enhancement for these transactions. At issuance, the collateral backing the Bear Stearns Asset Backed Securities Mortgage Loan Trust deals consisted of subprime fixed- and adjustable-rate fully amortizing first-lien mortgage loans secured by one- to four-family residential properties. Ratings Lowered Bear Stearns Asset Backed Securities I Trust Rating ------ Series Class To From ------ ----- -- ---- 2004-FR1 M-8A,M-8B B BB+ 2004-FR2 M-8A,M-8B B BB+ 2004-FR3 M-7 B BBB 2004-HE4 M-7 CCC BBB- 2004-HE4 M-6 BB BBB+ 2004-HE5 M-7 BB BBB- 2004-HE6 M-7A,M-7B B BBB- 2004-HE7 M-7A,M-7B BB- BBB- 2004-HE8 M-7A,M-7B B BBB- 2004-HE9 M-7A,M-7B B BBB- 2004-HE11 M-7 B BB Ratings Affirmed Bear Sterns Asset Backed Securities I Trust Series Class Rating ------ ----- ------ 2004-FR1 M-1 AA+ 2004-FR1 M-2 AA 2004-FR1 M-3 A+ 2004-FR1 M-4,M-5 A 2004-FR1 M-6 A- 2004-FR1 M-7 BBB+ 2004-FR2 M-1 AA+ 2004-FR2 M-2 AA 2004-FR2 M-3 AA- 2004-FR2 M-4 A+ 2004-FR2 M-5 A 2004-FR2 M-6 BBB+ 2004-FR2 M-7 BBB 2004-FR3 M-1 AA+ 2004-FR3 M-2 AA 2004-FR3 M-3 AA- 2004-FR3 M-4 A+ 2004-FR3 M-5 A 2004-FR3 M-6 A- 2004-HE4 M-1 AA+ 2004-HE4 M-2 AA- 2004-HE4 M-3 A+ 2004-HE4 M-4 A 2004-HE4 M-5 A- 2004-HE5 M-1 AA+ 2004-HE5 M-2 AA- 2004-HE5 M-3 A 2004-HE5 M-4 A- 2004-HE5 M-5 BBB+ 2004-HE5 M-6 BBB 2004-HE6 M-1 AA+ 2004-HE6 M-2 AA- 2004-HE6 M-3 A 2004-HE6 M-4 A- 2004-HE6 M-5 BBB+ 2004-HE6 M-6 BBB 2004-HE7 I-A-2,I-A-3 AAA 2004-HE7 M-1 AA+ 2004-HE7 M-2 AA- 2004-HE7 M-3 A+ 2004-HE7 M-4 A 2004-HE7 M-5 A- 2004-HE7 M-6 BBB+ 2004-HE8 A AAA 2004-HE8 M-1 AA+ 2004-HE8 M-2 AA 2004-HE8 M-3 A+ 2004-HE8 M-4 A 2004-HE8 M-5 A- 2004-HE8 M-6 BBB+ 2004-HE9 III-A-2,III-A-1,I-A-3 AAA 2004-HE9 M-1 AA+ 2004-HE9 M-2 AA 2004-HE9 M-3 A+ 2004-HE9 M-4 A 2004-HE9 M-5 A- 2004-HE9 &