TCR_Public/071127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 27, 2007, Vol. 11, No. 281

                             Headlines



1031 TAX GROUP: Ch. 11 Trustee Taps Deloitte as Financial Advisor
1755 AQUA: Largest Secured Lender Wants Bankruptcy Case Dismissed
1755 AQUA: Wants Court Approval to Auction Property
1755 AQUA: Selects Sheldon Good as Real Estate Auctioneer
ALLTEL CORP: Units' Tender Offer for Debt Securities Expires

AMERICAN AXLE: Moody's Affirms Ba3 Corporate Family Rating
AMERICAN HOME: DBSP Appeals Servicing Business Sale Order
AMERICAN HOME: First American's Motion to Dismiss Lawsuit Denied
AMERICAN HOME: Court Okays Kekst as Corp. Communications Advisor
AMR HOLDCO: Moody's Lifts Corporate Family Rating to Ba3 from B1

ANNETTE PASSE: Case Summary & Two Largest Unsecured Creditors
ARLINGTON HOSPITALITY: Plan Confirmation Hearing Set for Dec. 12
BUILDING MATERIALS: Earns $4.2 Million in Third Quarter of 2007
C2K2 MOTORS: Wants Access to Sovereign Bank's Cash Collateral
C2K2 MOTORS: Sovereign Bank Says Debtor is "Out of Business"

CHIEF CONSOLIDATED: Sept. 30 Balance Sheet Upside-Down by $63.3MM
CITY CAPITAL: Posts $1.4 Million Net Loss in Third Quarter
CONEXANT SYSTEMS: Donald R. Beall Retires from the Board
DOMTAR CORP: Unit To Redeem Series A & B Pref. Shares on Dec. 21
DUNMORE HOMES: Court Approves Interim DIP Financing of $500,000

DUNMORE HOMES: Court Gives Interim Okay to Use Cash Collateral
E*TRADE FINANCIAL: Rumors on Sale Talks Spur Stock Price Increase
ECCO DRILLING: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECH: Posts $14.8 Mil. Net Loss in Fiscal 2008 2nd Quarter
FEDDERS CORP: Wants Until February 19 to Remove Civil Actions

FIELDSTONE MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
FISHER COMMUNICATIONS: S&P Affirms B- Corporate Credit Rating
FORD MOTOR: Retirees' Health-Fund Risk Greater than GM Workers'
GENERAL MOTORS: Retirees' Fund Risk Lesser than Ford Workers'
GENESCO INC: Gets U.S. Attorney's Subpoena on Finish Line Merger

GMAC LLC: ResCap Support Cues Moody's to Put Ba2 Rating on Review
GPS INDUSTRIES: Sept. 30 Balance Sheet Up-Side-Down by $1.03 Mil.
IKON OFFICE: Board Approves $500 Mil. Common Stock Redemption
INTELLIGENTIAS INC: Posts $4.2 Million Net Loss in Third Quarter
LAFAYETTE NEIGHBORHOOD: City Wants Home Program Funds Returned

LAFAYETTE NEIGHBORHOOD: Bank and Receiver Want 43 Lots Abandoned
LAFAYETTE NEIGHBORHOOD: First Financial Wants Stay Lifted
MATTRESS GALLERY: Final Hearing on OMG Financing Moved to Dec. 7
MONITOR OIL: Files for Bankruptcy Protection in New York
MONITOR OIL: Voluntary Chapter 11 Case Summary

NETBANK INC: Committee Taps Kilpatrick Stockton as Counsel
NETBANK INC: Committee Taps Rogers Towers as Co-Counsel
NEUMANN HOMES: Taps Epiq Bankruptcy as Claims and Noticing Agent
NEUMANN HOMES: Wants Court Okay to Hire Skadden Arps as Counsel
NEUMANN HOMES: Wants Drinker Biddle as Special Counsel

PERFORMANCE TRANS: Has Until December 23 to File Schedules
PERFORMANCE TRANS: Obtains Interim OK to Access Cash Collateral
PERFORMANCE TRANS: Gets Interim Nod on $3.5 Mil. DIP Financing
PERKINELMER INC: Inks $300 Mil. Unsecured Interim Credit Facility
PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary

POLAR MOLECULAR: Selling Fuel Tech Patents & Trademarks on Jan. 14
POPE & TALBOT: PwC Recommends Extension of Stay Period to Jan. 15
POPE & TALBOT: Obtains Interim Authority to Borrow Up to $68 Mil.
POPE & TALBOT: Obtains Interim Nod to Use of Cash Collateral

PRIVA INC: Files Proposal to Creditors Under BIA
QUEBECOR WORLD: To Suspend Dividends on Preferred Shares
RAM HOLDINGS: Voluntary Chapter 11 Case Summary
SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors

TEKTRONIX INC: Completes $2.8 Bil. Merger Deal with Danaher
TRANSOCEAN INC: Moody's Slices Preferred Shelf Rating to (P)Ba1
TRUE NORTH: Secures $133,487 in Advance from Quorum Investment
UNITED RENTALS: Should Honor Merger Agreement Terms, Cerberus Says

* Large Companies with Insolvent Balance Sheets



                             *********

1031 TAX GROUP: Ch. 11 Trustee Taps Deloitte as Financial Advisor
-----------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for 1031 Tax Group
LLC and its debtor-affiliates, asks the United States Bankruptcy
Court for the Southern District of New York for authority to
employ Deloitte Financial Advisory Services LLP as his financial
advisor, nunc pro tunc to Nov. 2, 2007.

The firm is expected to:

   a) assist the Trustee in the development of real estate
      appraisals, real estate financing and marketing materials;

   b) assist the Trustee with the identification, recovery and
      realization of the Debtors' assets;

   c) assist the Trustee in the negotiation and development of
      distribution plans and plans of reorganization and
      liquidation;

   d) review the Debtor's liquidity and assist the Trustee in the
      assessment of cash funding requirements;

   e) assist the Trustee in connection with the inventory and
      security of the Debtor's records and assets;

   f) assist the Trustee in connection with the tracing of fund
      flows and asset movement;

   g) assist the Trustee in the development of periodic reports
      and other communications to creditors, the Bankruptcy Court
      and other interested parties;

   h) assist the Trustee in the reconciliation of claims and
      resolution of related disputes;

   i) attend and participate in meetings in an advisory capacity
      relating to matters within the scope of the firm's services;

   j) assist the Trustee in analyzing various causes of action;
      and

   k) provide testimony with respect to any related matters.

The firm's professionals charge their fees at these hourly rates:

      Partner, Principal, Director            $660
      Senior Manager                          $480
      Manager                                 $400
      Senior Consultants                      $300
      Staff                                   $265

John P. Sordillo, a partner at the firm, assures the Court that
his firm is a "disinterested person" as that term is defined in
Sec. 101(14) of the Bankruptcy Code.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  Thomas J. Weber, Esq.,
Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, represent the Official Committee of
Unsecured Creditors.  As of Sept. 30, 2007, the Debtors had total
assets of $164,231,012 and total liabilities of $168,126,294,
resulting in a total stockholders' deficit of $3,895,282.

Gerard A. McHale, Jr., was appointed as the Debtors' Chapter 11
trustee on Oct. 25, 2007.


1755 AQUA: Largest Secured Lender Wants Bankruptcy Case Dismissed
-----------------------------------------------------------------
North Bay Village Investment Trust LLC, 1755 Aqua Vista II LLC's
single largest secured creditor, asks the U.S. Bankruptcy Court
for the Southern District of Florida to dismiss the chapter 11
bankruptcy case of the Debtor and remove its automatic stay
alleging bad faith filing.

The Debtor, according to North Bay, has nothing to reorganize, has
no equity in property, is a single asset real estate with raw land
only, and has no liability insurance on its property.  North Bay
points to the Debtor's parcel of land in North Bay Village,
Florida with a market value of $9,408,955.

North Bay tells the Court that its the secured debt accrues
interest of at least $6,000 a day.

In addition, North Bay says that the Debtor's bankruptcy was filed
less than one day prior to a foreclosure sale and that the Debtor
was reactivated as a company the same date as the bankruptcy
filing.

North Bay relates that it tried to settle that matter outside the
Court by contacting the Debtor's counsel, Scott Alan Orth, Esq.,
but failed to make contact.

                    North Bay's Secured Debt

On May 17, 2006, the Debtor obtained a first mortgage from
Peninsula Bank, North Bay's predecessor-in-interest, for the
prinicipal sum of $7,000,000 under a mortgage deed and security
agreement.  Concurrently, the Debtor issued Peninsula Bank a
promissory note for the same amount.

Due to the Debtor's failure to pay its debt, the debt was declared
in default and was later assigned to a movant/creditor who then
filed a foreclosure action in Miami Dade County Circuit Court.  A
final judgment of foreclosure was granted on Sept. 10, 2007
against the Debtor.

The judgment provided, among others, for the foreclosure sale of
the Debtor's property scheduled on Oct. 25, 2007, and specifically
liquidate the debt, for at least $8,580,291 with interest of 25%
per annum.

The judgment also held that Peninsula Bank's lien was superior to
that of the defendants.

                     About 1755 Aqua Vista

North Miami, Florida-based 1755 Aqua Vista II LLC owns and
develops real estate in North Bay Village in Miami-Dade County,
Florida.  The Debtor filed for chapter 11 bankruptcy on Oct. 24,
2007 (Bankr. S.D. Fl. Case No. 07-19056).  Scott Alan Orth, Esq.
at The Law Offices of Scott Alan Orth, PA, represents the Debtor
in its restructuring efforts.

North Bay Village Investment Trust LLC, formerly Peninsula Bank,
is the Debtor's largest secured creditor with an $8 million claim
under a final judgment of mortgage foreclosure issued by the
Miami-Dade Circuit Court.  North Bay holds a first priority lien
on the Debtor's real property.  James B. Miller, Esq., is North
Bay's counsel.

The Debtor's schedules show total assets of $14,000,000 and total
liabilities of $6,140,958.  The Debtor's exclusive period to file
a chapter 11 plan expires on Feb. 21, 2008.


1755 AQUA: Wants Court Approval to Auction Property
---------------------------------------------------
1755 Aqua Vista II LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to sell its real
estate assets at an auction.

The Debtor discloses that it acquired the property for $11,250,000
in April 2006.

The Debtor also discloses that various parties have claims secured
by the assets, including North Bay Village Investment Trust LLC,
which asserts $7,000,000, plus interest and fees, in first
mortgage claims.

In addition, the Debtor relates that Jeffery Levitan, holds a
$1,900,000 second mortgage against the assets, and Wexford High
Yield Debt Fund I, LLC holds $2,350,000 third mortgage.

The Debtor further relates that the property was scheduled for a
state court foreclosure sale on Oct. 25, 2007.  However, the
Debtor says that based on discussion with its junior mortgage
holders, the sale would not return a fair price for the property.  
Hence the Debtor wants to publicly sell the property believing
that a well advertised sale of the property will bring the best
price for it.

                  Proposed Bidding Procedures

The Debtor proposes that bidders may participate in the auction by
depositing 5% of their bid and providing evidence of their
financial wherewithal to close on a proposed sale.

The proposed minimum initial bid will be $8,000,000.  Overbids at
the auction will be in $50,000 increments.

Additionally, the Debtor proposes that the auction be scheduled
the same day as the sale hearing.

                     About 1755 Aqua Vista

North Miami, Florida-based 1755 Aqua Vista II LLC owns and
develops real estate in North Bay Village in Miami-Dade County,
Florida.  The Debtor filed for chapter 11 bankruptcy on Oct. 24,
2007 (Bankr. S.D. Fl. Case No. 07-19056).  Scott Alan Orth, Esq.
at The Law Offices of Scott Alan Orth, PA, represents the Debtor
in its restructuring efforts.

North Bay Village Investment Trust LLC, formerly Peninsula Bank,
is the Debtor's largest secured creditor with an $8 million claim
under a final judgment of mortgage foreclosure issued by the
Miami-Dade Circuit Court.  North Bay holds a first priority lien
on the Debtor's real property.  James B. Miller, Esq., is North
Bay's counsel.

The Debtor's schedules show total assets of $14,000,000 and total
liabilities of $6,140,958.  The Debtor's exclusive period to file
a chapter 11 plan expires on Feb. 21, 2008.


1755 AQUA: Selects Sheldon Good as Real Estate Auctioneer
---------------------------------------------------------
1755 Aqua Vista II LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Sheldon Good
& Company Auctions Inc. as its real estate assets auctioneer.

Sheldon will market and conduct the sale of the Debtor's real
estate property, about 60,900 square feet of unimproved waterfront
land on 1755 Kennedy Causeway in Miami Dade County, Florida.  The
property also includes architectural plans designed by Kobi Karp,
zoning approvals and other rights.

The proposed minimum initial bid will be $8,000,000.  Overbids at
the auction will be in $50,000 increments.

The Debtor will pay Sheldon commission of 6% of the total purchase
price.

The Debtor and Sheldon have agreed that a 7.5% buyer's premium
will be added to the high bid price, which will constitute part of
the total purchase price.

The Debtor assures the Court that Sheldon holds no interest
adverse to the Debtor and is disinterest as defined withing
Section 101(14) of the Code.

The firm can be reached at:

             Alan R. Kravets
             Sheldon Good & Company Auctions Inc.
             333 W. Wacker Drive, Suite 400
             Chicago, IL 60606
             Tel: (312) 346-1500
             http://www.sheldongood.com/

                     About 1755 Aqua Vista

North Miami, Florida-based 1755 Aqua Vista II LLC owns and
develops real estate in North Bay Village in Miami-Dade County,
Florida.  The Debtor filed for chapter 11 bankruptcy on Oct. 24,
2007 (Bankr. S.D. Fl. Case No. 07-19056).  Scott Alan Orth, Esq.
at The Law Offices of Scott Alan Orth, PA, represents the Debtor
in its restructuring efforts.

North Bay Village Investment Trust LLC, formerly Peninsula Bank,
is the Debtor's largest secured creditor with an $8 million claim
under a final judgment of mortgage foreclosure issued by the
Miami-Dade Circuit Court.  North Bay holds a first priority lien
on the Debtor's real property.  James B. Miller, Esq., is North
Bay's counsel.

The Debtor's schedules show total assets of $14,000,000 and total
liabilities of $6,140,958.  The Debtor's exclusive period to file
a chapter 11 plan expires on Feb. 21, 2008.


ALLTEL CORP: Units' Tender Offer 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 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:

   a) Issuer: ACI
      Title of Security: 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%

   b) Issuer: ACI
      Title of Security: 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%

   c) Issuer: Alltel Ohio
      Title of Security: 8% 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, 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).

                   About Alltel Corporation

Headquartered in Little Rock, Arkansas, ALLTEL Corporation
(NYSE:AT) -- http://www.alltel.com/-- operates a wireless  
network, which delivers voice and advanced data services
nationwide to 12 million customers.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Moody's Investors Service has downgraded Alltel's $2.3 billion
legacy senior unsecured notes to Caa1 from A2 and has assigned a
Caa1 rating with an LGD 5 (79%) to Alltel's $1.0 billion PIK
toggle notes following the leveraged buyout by TPG Capital and
Goldman Sachs Capital Partners which closed on Nov. 16, 2007.  The
corporate family rating remains unchanged at B2.  The ratings are
subject to Moody's review of final documentation.   This concludes
the review initiated on Nov. 2, 2007.  The rating outlook for
Alltel is stable.


AMERICAN AXLE: Moody's Affirms Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well as the
senior unsecured rating of Ba3 to American Axle & Manufacturing,
Inc.'s notes and term loan.  At the same time, the rating agency
revised the rating outlook to stable from negative and renewed the
Speculative Grade Liquidity rating of SGL-1.  The change in
outlook to stable reflects both the considerable progress that
American Axle has made in reducing its cost structure as a result
of recent restructuring initiatives and the successful resolution
of the UAW contract negotiations with General Motors Corporation -
which accounts for some 78% of American Axle's revenues.  

In addition, the company maintains a very strong liquidity
position consisting of $362 million in cash and access to a
$600 million credit facility that is largely unutilized.  Moody's
believes that these operational and financial strengths should
enable American Axle to maintain credit metrics that are
supportive of a Ba3 rating despite near-term challenges its faces.  
These challenges include the need to renegotiate its own UAW labor
contract early next year, the prospect of lower light vehicle
production levels during 2008, and the continued shift in consumer
preference away from trucks and SUVs to smaller vehicles.

American Axle's current leverage and coverage metrics adjusted for
qualitative factors are consistent with the Ba3 rating category.  
Savings realized from earlier restructuring programs have gained
traction, capital expenditures related to the GMT-900 platform
have peaked, content per vehicle has increased, free cash flow has
been generated, and capital raising earlier in 2007 has placed
substantial liquidity on the balance sheet. Combined with ongoing
access to a $600 million revolving credit, American Axle's
liquidity is viewed as sufficient to finance any further
restructuring actions that could occur from its labor negotiations
in early 2008 without requiring any material increase in
indebtedness, if any.  

Moreover, if programs under a new labor agreement were structured
that generate incremental savings in addition to those associated
with the announced Buffalo Separation Program and earlier 2006
actions, operational efficiencies could be further enhanced.  As a
result of its more robust long-term operating model and its strong
liquidity position, credit measures are likely to remain
positioned in the Ba3 category.  This operational and financial
profile, combined with the recent renewal of labor agreements
between the UAW and Michigan based OEMs, support a stable rating
outlook.

The Speculative Grade Liquidity rating of SGL-1 represents
excellent liquidity.  This develops from significant internal
resources, expectations of free cash flow, and minimal near term
debt maturities.  However, internal sources may be subject to
change once terms of a new labor contract are known.  External
sources consist of a $600 million revolving credit under which
there were no borrowings at the end of the third quarter.  The
company has ample room under its principal financial covenants
which measure debt net of cash and exclude certain non-recurring
charges from the measurement of EBITDA and their related impact on
deemed net worth.  All of the company's bank obligations and notes
are currently unsecured, which establishes some flexibility to
generate alternative liquidity, if needed, subject to lien baskets
and sale/leaseback limitations in the respective indentures.

Ratings affirmed and updated loss given default assessments:

  -- American Axle & Manufacturing Holdings, Inc.
  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- Unsecured guaranteed convertible note, Ba3 (LGD-4, 56%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, Ba3 (LGD-4, 56%)
  -- Unsecured guaranteed term loan, Ba3 (LGD-4, 56%)
  -- Speculative Grade Liquidity, SGL-1

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was on June 5, 2007 when American Axle's
$250 million unsecured term loan was rated and the Speculative
Grade Liquidity rating of SGL-1 was affirmed.

American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
is a world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUV's and passenger cars.  The company has manufacturing
locations in the USA, Mexico, the United Kingdom, Brazil, China
and Poland.  The company reported revenues of $3.2 billion in
2006.


AMERICAN HOME: DBSP Appeals Servicing Business Sale Order
---------------------------------------------------------
DB Structured Products Inc. notified the U.S. Bankruptcy
Court for the District of Delaware that it will take an appeal
to the U.S. District Court for the District of Delaware from
Judge Sontchi's order approving the sale of American Home
Mortgage Investment Corp. and its debtor-affiliates' loan
servicing business to Wilbur Ross' AH Mortgage Acquisition
Co., Inc., free and clear of liens, claims and interests.

The Debtors recently obtained Bankruptcy Court approval
to sell their loan servicing business to AHM Acquisition Co.
Inc. for approximately $500,000,000, under a two-stage closing
process.  Included in the approved sale are certain of the
Debtors' rights and obligations arising out of a Master
Mortgage Loan Purchase and Servicing Agreement between the
Debtors and DBSP.

Accordingly, DBSP asked the District Court to determine whether
the Bankruptcy Court erred:

   -- in finding that the master mortgage loan purchase and
      servicing agreement between the Debtors and DBSP could be
      sold by the Debtors pursuant to Section 363 of the
      Bankruptcy Code, even if the agreement provides that the
      Debtors' ability to assign the MLPSA is conditioned on
      DBSP's approval;

   -- in finding that the Debtors can sell the MLPSA, pursuant to
      Section 363, without the need for the buyer of the Debtors'
      loan servicing business to comply with the provisions of
      the agreement requiring that the servicer under the MLPSA
      meet the qualifications of a Fannie Mae and a Freddie Mac
      servicer;

   -- in finding that the Debtors can sell the MLPSA without the
      need for the Buyer to comply with the MLPSA's provisions
      that require the servicer to remit to DBSP any payment
      required to be made under the MLPSA's terms;

   -- in finding that the MLPSA's indemnity and payment waterfall
      provisions were unenforceable cross-default provisions that
      could not be enforced by DBSP;

   -- in finding that otherwise enforceable contractual
      restrictions upon assignment are unenforceable in
      bankruptcy pursuant to Section 363(1);

   -- in determining that the MLPSA's servicing provisions
      constituted a separate, independent agreement that could be
      severed from the remainder of the MLPSA and sold separately
      by the Debtors; and

   -- in finding that the Debtors had satisfied Section 363(f)
      with respect to the Debtors' sale of the servicing
      provisions contained in the MLPSA, so as to allow the
      Debtors to sell the MLPSA free and clear of any claims of
      DBSP.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: First American's Motion to Dismiss Lawsuit Denied
----------------------------------------------------------------
The Hon. Jose L. Linares of the U.S. District Court for the
District of New Jersey has denied a request by the First American
Title Insurance Company to dismiss a civil action filed by
American Home Mortgage Investment Corp. and its debtor-affiliates.

                          Civil Action

In March 2007, the Debtors commenced a lawsuit against First
American before the District Court, seeking, among others,
compensatory and consequential damages in an amount to be
determined at trial, but currently estimated at $400,000,
exclusive of interest and costs, for breach of its obligations
to the Debtors.

First American is the underwriter for the property title insurance
for certain mortgage loans which the Debtors funded for seven real
properties in the state of New Jersey.  

In the complaint, the Debtors' counsel, Peter J. Leyh, Esq.,
at Braverman Kaskey, in Philadelphia, Pennsylvania, told the
District Court that First American is liable for the fraudulent
actions of its closing agents, which resulted to American Home's
losses.  

Mr. Leyh pointed out that First American's closing agents
intentionally prepared settlement statements that were
misleading and were designed to hide the fraudulent transactions
from lenders, including American Home.

Additionally, Mr. Leyh noted that on the closing of the loans,
the closing agents disregarded the closing instructions provided
by American Home, and failed to disburse funds in accordance
with the HUD-1 settlement statements of the United States
Department of Housing and Urban Development.  

Due to that failure, Mr. Leyh argued, American Home was, among
others:

   -- forced to defend its lien;

   -- precluded from exercising its foreclosure rights
      in response to the default of the borrowers of those
      loans; and

   -- forced to write off certain Subject Loans.

Subsequently, First American filed a request asking the District
Court to dismiss the complaint arguing that the case "cannot
proceed until all indispensable parties have been joined."

American Home responded that First American's contentions to
dismiss the complaint for failure to join necessary and
indispensable parties is remarkable insofar as it never actually
specifies which persons are "necessary and indispensable" to the
maintenance of the action.

Representing First American, Robert L. Grundlock, Jr., Esq., at
Rubin, Ehrlich & Buckley, P.C., in Princeton, New Jersey, asserted
that American Home ignored the procedural ramifications of failing
to join those who allegedly defrauded American Home.

According to Mr. Grundlock, American Home has identified in its
complaint, but failed to join:

   (1) George Otlowski, Esq.;
   (2) Mitchell Fishman, Esq.;
   (3) County Line Title Agency, Inc.;
   (4) Wayne Puff;
   (5) New Jersey Affordable Home Corp.;
   (6) Jeffrey Neuman;
   (7) Carol Edelman; and
   (8) United Funding Capital, Inc.

The actual fraudsters need to be joined to determine the
existence and nature of an underlying liability or damages,
Mr. Grundlock said.  He noted that without a factual
determination, a plaintiff cannot proceed against a party against
which it has alleged a secondary liability.

                     District Court's Ruling

In its order denying First American's request, Judge Linares noted
that courts considering a Civil Rule 19 request must undertake a
two-step inquiry, in which the court must determine whether the
absent party is "necessary" to the action, and whether the party
is "indispensable."

Judge Linares noted that, among other things, County Line and
Mssrs. Otlowski and Fishman, are not "necessary" parties under
Rules 19(a)(1), (a)(2), or 19(b), so, they need not be joined for
the action to proceed appropriately.

In factors used to consider Civil Rule 19(b) analysis, of
"whether the plaintiff will have an adequate remedy if the action
is dismissed for nonjoinder," Judge Linares concluded that the
factor allows the complaint to proceed.  He maintained that
without
addressing whether American Home will sustain any harm if it is
required to wait to bring the action, the Court finds that if
American Home have no other sufficient remedy "at this time," the
action should not be dismissed for failure to join certain non-
parties.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Okays Kekst as Corp. Communications Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
American Home Mortgage Investment Corp. and its debtor-affiliates
to employ Kekst and Company Incorporated as their corporate
communications advisor, effective as of Aug. 6, 2007.

Judge Sontchi authorized Kekst and Company to apply its $50,000
retainer to its outstanding fees and expenses.  He directed Kekst
to apply the retainer first to any postpetition fees and
expenses, and then, to any prepetition fees.  The Court also
ruled that Kekst may file a general unsecured claim for any
unpaid fees incurred before the Debtors' bankruptcy filing.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, informed the Court that the Debtors
previously engaged Kekst to provide corporate and crisis
communications services and in the short time in which they have
been engaged, Kekst's professionals have worked closely with the
Debtors' management team and have become well acquainted with the
Debtors' operations and businesses.

The Debtors require Kekst to render corporate communications
services as needed throughout the course of its Chapter 11 cases
that includes:

   (a) providing general strategic public relations advice
       related to the reorganization of the Debtors' management;

   (b) preparing, distributing, and following up on press
       releases and responsive statements relevant to the Chapter
       11 cases and its progress;

   (c) assisting in answering questions from the media on the
       Debtors' behalf and contacting the media as necessary to
       convey information;

   (d) preparing various correspondence and other communications
       related to the reorganization for the Debtors to use with
       its employees, customers, and other key business
       constituencies;

   (e) preparing and editing materials to anticipate the concerns
       and likely questions from various constituencies affected
       by the reorganization and development of appropriate
       information for the Debtors to use in response;

   (f) attending meetings and participating in phone conferences
       with, among others, the Debtors' management and its
       attorneys and financial advisors as required;

   (g) attending court hearings and developing information about
       them for the benefit of internal and external
       constituencies; and

   (h) consulting and reviewing drafts of all materials with all
       appropriate company officials and attorneys.

Kekst will be paid base on its hourly rates:

           Senior Partners         $600 - $875
           Partners                $380 - $870
           Senior Associates       $375 - $425
           Associates/Analyst      $200 - $325

The firm will also be reimbursed for it's reasonable out-of-
pocket expenses.

According to Mr. Patton, Kekst has received a non-refundable
minimum fee of $50,000 in connection with prepetition services
rendered and postpetition representation of the Debtors' chapter
11 cases.  Kekst's charges for services will be applied against
the Kekst Fee, with any charges in excess of the Kekst Fee billed
separately.

The Debtors will indemnify and hold harmless Kekst, its officers,
directors, employees, and agents from any and all losses, claims,
damages, liabilities, costs, and expenses, which Kekst may be
subject to or incur at any time in connection with the services
rendered by Kekst in the Debtors' cases.

Robert Siegfried, an employee of the firm, assures the Court that
Kekst does not hold or represent any interest adverse to the
Debtors' estates, and is a disinterested person under Section
101(14) of the Bankruptcy Code.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP
as its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 16, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).



AMR HOLDCO: Moody's Lifts Corporate Family Rating to Ba3 from B1
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating on
co-issuers AMR Holdco, Inc. and EmCare Holdco Inc. to Ba3 from B1.  
The co-issuers are operated through a holding company, Emergency
Medical Services L.P. which is in turn owned by Emergency Medical
Services Corporation.  Moody's concurrently upgraded the rating on
the $450 million senior secured credit facility, consisting of a
$100 million senior secured revolver due 2011 and a $350 million
senior secured term loan due 2012, to Ba1 from Ba2.  Moody's also
upgraded the ratings on the $250 million senior subordinated notes
due 2015 to B1 from B3.  Following this action, the outlook has
been changed to stable from positive.

The upgrade in the Corporate Family Rating to Ba3 from B1
primarily reflects the following factors: 1) continued improvement
in balance sheet leverage; 2) strong cash flow generation
capabilities; and 3) a solid and continually improving track
record as a standalone operation.

Other factors that support the ratings are the company's leading
market shares in both of the markets that it serves; its strong
customer and geographic diversification; a stable, recurring
revenue base; strong underlying industry demand dynamics; and
lastly, sound employee retention experience.

Factors that serve to depress the company's ratings include modest
EBITDA margins; reimbursement risk with respect to physician fee
payments during 2008 and beyond; collection risk due to a high
percentage of uninsured patients served and the high concentration
of compensation and benefits as a percentage of total costs.  The
company's sensitivity to increases in liability insurance and fuel
costs as well as the fee for service risk inherent in the
company's revenue stream also weigh negatively on the company's
ratings.

The ratings outlook is stable, reflecting the company's sound top-
line revenue growth generated from both the solid organic
expansion of operations as well as the completion of numerous,
small accretive acquisitions.  The outlook also reflects Moody's
expectation for further margin expansion driven by operational
efficiencies, successful expansion into contiguous markets and
improving economies of scale.  The outlook also anticipates that
continued progress will be made with respect to the difficulties
that the company has experienced with regard to obtaining provider
numbers from insurers on the EmCare side of the business with free
cash flow to adjusted debt on the order of 7% or better to be
achieved by the end of 2008.

Upgrade potential is constrained by the company's active
acquisition strategy.  Nevertheless, the ratings could be upgraded
if the company continues to demonstrate sound revenue growth
through new contract wins coupled with cost containment in
salaries and benefits and cost savings in technology initiatives
such as billing and patient records management, resulting in
improving margins and cash flows that drive the ratio of free cash
flow to debt to be maintained in the 12% to 15% range on a
sustained basis.  Conversely, while the likelihood of a downgrade
is considered to be small, the ratings could be adjusted downward
if government reimbursement levels are significantly reduced in
either segment of the company's business, professional liability
claims rise materially above current levels, competitive cost
pressures build in the area of compensation and benefits, or the
company embarks on a more aggressive acquisition strategy that re-
leverages the company, resulting in adjusted total debt to EBITDA
of 4.25 times or more or a decline in the ratio of EBIT to
interest expense to 1.9 times or less on a sustained basis.

Following is a list of actions:

  -- Upgraded the Corporate Family Rating, to Ba3 from B1
  -- Upgraded the Probability of Default Rating, to Ba3 from B1
  -- $100 million Senior Secured Revolving Credit Facility due
     2011, to Ba1 (LGD2, 18%) from Ba2 (LGD2, 20%)
  -- $350 million Senior Secured Term Loan B Facility due 2012,
     to Ba1 (LGD2, 18%) from Ba2 (LGD2, 20%)
  -- $250 million, 10%, Senior Subordinated Notes, due 2015, to
     B1 (LGD5, 74%) from B3 (LGD5, 77%)

The outlook has been changed to stable from positive.

Headquartered in Greenwood Village, Colorado, Emergency Medical
Services Corporation is a leading provider of emergency medical
services in the U.S. EMS operates through two business segments:
EmCare Holdings Inc. and American Medical Response, Inc.  EmCare
is the company's emergency department and hospital-based
management services segment.  AMR is the leading provider of
ambulance services in the U.S.  For the twelve months ended
Sept. 30, 2007 EMSC reported revenues of approximately
$2.1 billion.


ANNETTE PASSE: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Annette Passe
             2085 Sandwood Drive, Condo 103
             Lake havasu city, AZ 86403

Bankruptcy Case No.: 07-00629

Chapter 11 Petition Date: November 25, 2007

Court: District of Arizona (Yuma)

Debtor's Counsel: Michael Reddig, Esq.
                  P.O. Box 22143
                  Flagstaff, AZ 86002
                  Tel: (928) 774-9544
                  Fax: (928) 774-2043

Estimated Assets: $2,011,450

Estimated Debts:  $1,382,692

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                Credit Card           $2,440
P.O. Box 26012
Nc4-105-03-14
Greensboro, NC 27420

Wilshire Credit Corp.          Mortgage              Unknown
P.O. Box 8517
Portland, OH 97207


ARLINGTON HOSPITALITY: Plan Confirmation Hearing Set for Dec. 12
----------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the United States Bankruptcy
Court for the Northern District of Illinois scheduled a hearing on
Dec. 12, 2007, at 10:00 a.m., to consider confirmation of
Arlington Hospitality Inc. and its debtor-affiliates' Amended
Joint Plan of Orderly Liquidation.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Judge Goldgar had approved the adequacy of the Debtors' Amended
Disclosure Statement describing their Amended Joint Liquidation
Plan.

The Plan will be funded by all property of the Debtors' estates,
including proceeds received and remaining from the operation of
the Debtors' business prior to the sales, remaining proceeds from
the sales and preference recoveries, if any.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Tax Claims will
be paid in full.

Holders of Secured Claims will receive either cash equal to the
amount of the unpaid allowed secured claim or relief from the
automatic stay arising under Section 362(a) of the Bankruptcy Code
in order to collect and liquidate the property securing their
claim.

The Debtors disclosed that they have satisfied all priority
claims.

On the effective date, each holder of an Insurance Claim will
automatically be granted relief from the automatic stay to permit
the holder to proceed to prosecute and liquidate its claim against
the Debtors.  When the claim is liquidated, it will be paid first
by the Debtors' insurance carrier to the extent of any insurance
coverage.  To the extent the Debtors would be required to pay a
deductible, premium or retention before the insurance carrier will
defend or satisfy the claim, the Debtors or the Plan
Administrator, may elect to:

   a) pay such deductible, premium or retention; or

   b) have the entire claim treated as an unsecured claim.

Holders of Convenience Claims, which the Debtors estimate to be
$52,000, will receive cash equal to the lesser of 27% of their
claims.

General unsecured creditors will receive a pro rata share of the
available cash.  The Debtors estimate that unsecured claims total
between $3.4 million to $5.5 million and holders will receive
between 1% to 28% of their claims.

Holders of Penalty Claims will also receive a pro rata share of
the available cash after all valid claims have been paid.

Equity Interests will be cancelled and holders will not receive
anything under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at: http://ResearchArchives.com/t/s?25b5

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


BUILDING MATERIALS: Earns $4.2 Million in Third Quarter of 2007
---------------------------------------------------------------
Building Materials Holding Corporation reported sales for the
third quarter of 2007 decreased 24% to $618 million from
$818 million in the same quarter a year ago.  For the nine months,
sales decreased 28% to $1.9 billion from $2.6 billion in the same
period of 2006.

Net income for the third quarter of 2007 decreased to $4.2 million
from $35.3 million in the same quarter a year ago.  For the nine
months ended Sept. 30, 2007, net income decreased to $18.6 million
from $97.6 million or $3.30 per share in the same period of 2006.

Income from discontinued operations included a gain from the
September 2007 sale of three BMC West distribution operations and
their related operating results.  Net income from these
discontinued operations was $3.1 million for the quarter, $900,000
in the same quarter a year ago, $4.3 million for the nine months
and $2.0 million for the same period a year ago.

"Our third quarter results reflect the continued deterioration of
the homebuilding market," Robert E. Mellor, Chairman, President
and Chief Executive Officer, stated.  "Throughout the quarter,
negative macroeconomic factors such as declining housing permits,
ongoing mortgage market difficulties and the substantial inventory
of unsold homes have continued to impact participants in the
homebuilding industry.  In this challenging business environment,
we have remained focused on managing costs, maintaining a solid
balance sheet and generating operating cash flow."

At Sept. 30, 2007, the company's balance sheet showed total assets
of $1.3 billion and total liabilities of $717.1 million, resulting
in a stockholders' equity of 589.2 million.  Equity at Dec. 31,
2006 was $572.6 million.

Based in San Francisco, California, Building Materials Holding
Corp., a Fortune 1000 company, provides residential construction
services and building materials in the United States.  BMHC serves
the homebuilding industry through two subsidiaries: SelectBuild
provides construction services to high-volume production
homebuilders in key growth markets across the country;
and BMC West distributes building materials and manufactures
building components for professional builders and contractors in
the western and southern states.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Building Materials Holding Corp. to
'BB-' from 'BB' and its senior secured bank loan rating to 'BB'
from 'BB+'.


C2K2 MOTORS: Wants Access to Sovereign Bank's Cash Collateral
-------------------------------------------------------------
C2K2 Motors Inc. asks the U.S. Bankruptcy Court for the
Middle District of Pennsylvania for permission to access
the cash collateral securing repayment of its obligations to
Sovereign Bank.

The Debtor needs the funds to cover ordinary and necessary
operating expenses, including payment of wages due to its
employees on its next payday of Nov. 30, 2007.

The Debtor will use the funds pursuant to a three-month cash
flow projection, a copy of which is available for free at:

           http://researcharchives.com/t/s?25c1

Sovereign Bank asserts a claim of approximately $1,300,000
as of the Debtor's bankruptcy filing, which claim is secured
by liens on the Debtor's assets.

The Bank also claims that it holds a security interest in all
prepetition accounts receivable from the operation of the
Debtor's business.  The cash proceeds of any accounts receivable
may constitute cash collateral securing the Bank's claim.

As of bankruptcy filing, the Debtor's cash balance was
approximately $1,408, and the Debtor's accounts receivable
balance was approximately $78,971.

As adequate protection, the Debtor grants the Bank a postpetition
lien on postpetition cash and accounts receivable, and the
proceeds
will replace any cash collateral used by the Debtor.

The hearing to consider the Debtor's request has been set for
Dec. 6, 2007, 9:30 a.m., at 197 South Main Street, Courtroom 2,
Max Rosenn US Courthouse, in Wilkes-Barre, Pa.  Objections are due
December 4.

Headquartered in Mill Hall, Pennsylvania, C.2.K.2. Motors Inc.
sells new and used automobiles in retail.  It also leases
passenger cars and trucks.  The company filed for chapter 11
protection on November 9, 2007 (Bankr. M.D. Pa. Case No.
07-52925).  Faith M. Lucchesi, Esq. at De Boef Lucchesi &
Associates, P.C. serves as the Debtor's counsel.  When the
Debtor filed for bankruptcy, it listed assets and debts
between $1 million to $100 million.  The Debtor has yet to file
a list of its 20 largest unsecured creditors.  No Official
Committee of Unsecured Creditors has been appointed to date.


C2K2 MOTORS: Sovereign Bank Says Debtor is "Out of Business"
------------------------------------------------------------
Sovereign Bank asks the U.S. Bankruptcy Court for the Middle
District of Pennsylvania to deny C2K2 Motors Inc.'s request
to access its cash collateral contending that the Debtor is
"effectively out of business."

According to the Bank, the Debtor has lost its franchise
with Daimler Chrysler and therefore no longer has a new vehicle
franchise.

Additionally, the Bank says it placed the Debtor on finance
hold prepetition.

The Bank denies that the Debtor has need for the use of cash
collateral.

Attorney for Sovereign Bank, William P. Carlucci, Esq., at
Elion, Wayne, Grieco, Carlucci Shipman & Irwin, P.C. points
out that the Debtor has little or no inventory and has lost the
use of lines of credit to purchase new or used motor vehicles.

Mr. Carlucci notes that the Debtor's "projection of cash flow"
for the use of the cash collateral is hypothetical at best and
that the Debtor cannot establish a reasonable likelihood of an
effective reorganization.

The Bank believes that the Debtor has used cash collateral
without its consent or an appropriate order from the Court,
in violation of the bankruptcy code.

It also believes that the Debtor has failed to repay to the
Bank sums advanced by the Bank in order to permit the Debtor
to purchase new vehicles and used vehicles with the result that
the Debtor has operated "out of trust" in violation of the terms
of loan documents executed by the Debtor.

Headquartered in Mill Hall, Pennsylvania, C.2.K.2. Motors Inc.
sells new and used automobiles in retail.  It also leases
passenger cars and trucks.  The company filed for chapter 11
protection on November 9, 2007 (Bankr. M.D. Pa. Case No.
07-52925).  Faith M. Lucchesi, Esq. at De Boef Lucchesi &
Associates, P.C. serves as the Debtor's counsel.  When the
Debtor filed for bankruptcy, it listed assets and debts
between $1 million to $100 million.  The Debtor has yet to file
a list of its 20 largest unsecured creditors.  No Official
Committee of Unsecured Creditors has been appointed to date.


CHIEF CONSOLIDATED: Sept. 30 Balance Sheet Upside-Down by $63.3MM
-----------------------------------------------------------------
Chief Consolidated Mining Company's consolidated balance sheet at
Sept. 30, 2007, showed $2.0 million in total assets, $65.3 million
in total liabilities, and $24,727 in minority interest in
consolidated subsidiaries, resulting in a $63.3 million  total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $439,136 in total current assets
available to pay $2.3 million in total current liabilities.

The company reported a net loss of $280,499 on $0 of revenues for
the third quarter ended Sept. 30, 2007, compared with a net loss
of $59,274 on $-0- of revenues in the same period in 2006.

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?25bf

                       Going Concern Doubt

Hansen, Barnett & Maxwell P.C., in Salt Lake City, expressed
substantial doubt about Chief Consolidated Mining Company's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing frim reported that the
company has little unrestricted cash, has a working capital
deficiency and a capital deficiency, has incurred significant
losses from operations, and has significant reclamation and EPA
settlement obligations and environmental contingencies.

                    About Chief Consolidated

Headquartered in Eureka, Utah, Chief Consolidated Mining Company
(NASD: CFCM.PK) -- http://www.chiefmines.com/ -- owns or controls  
approximately 16,000 acres of mining land in Utah and Juab
counties in Utah.  These properties include the Burgin Mine, whose
mining rights are owned by the company's subsidiary Tintic Utah
Metals LLC, a Colorado limited liability company, and the Trixie
Mine, owned by the company's subsidiary Chief Gold Mines Inc., a
Delaware corporation.  Of these 16,000 acres, approximately 6,000
acres are subject to being sold,  pursuant to a Consent Decree
with the Environmental Protection Agency.


CITY CAPITAL: Posts $1.4 Million Net Loss in Third Quarter
----------------------------------------------------------
City Capital Corp. reported a net loss of $1,464,876 on revenues
of $120,264 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $306,612 on $0 of revenues in the same period
last year.

For the three months ended Sept. 30, 2007, the company sold 1
redeveloped home.

Operating expenses for the three months ended Sept. 30, 2006, was
$243,473.  This compares to operating expenses for the same period
in 2007 totaling $1,395,664.  The majority of the increase for the
period ending Sept. 30, 2007, over Sept. 30, 2006, was
attributable to consulting cost, including stock for services of
$1,062,697.  At the end of the second quarter, most of the
company's outstanding consulting agreements were canceled due to a
downturn in business.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4,028,426 in total assets, $2,969,363 in total liabilities, and
$1,059,063 in total stockholders' equity.

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?25c0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007, De
Joya, Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.

                       About City Capital

Headquartered in Franklin, Tennessee, City Capital Corp.
(OTCBB: CCCN) -- http://www.citycapitalcorp.net/-- is engaged in  
leveraging investments, holdings and other assets to create self-
sufficiency for communities around the country and the world.


CONEXANT SYSTEMS: Donald R. Beall Retires from the Board
--------------------------------------------------------
Donald R. Beall retired from Conexant Systems Inc.'s board of
directors.  

Mr. Beall had served as a Conexant director from the time of the
company's inception.

"Don played a pivotal role in Conexant's spin-off from Rockwell
International in 1999 and has been a key member of the company's
board of directors since then," Dan Artusi, Conexant president and
chief executive officer, said.  "On behalf of the company's
employees and shareholders, I'd like to thank Don for his numerous
contributions over many years of dedicated service.  We'll miss
his strategic insights and guidance, and we wish him the best
moving forward."

"I enjoyed serving on Conexant's board of directors and am
confident that the company has a bright future," Mr. Beall said.  
"Dan and the team are committed to taking the actions necessary to
improve the company's performance and create value for customers
and shareholders.  I look forward to following Conexant's
progress."

Mr. Beall retired as chairman and chief executive officer of
Rockwell International Corp. in 1998.  He held board positions
with Jazz Semiconductor, Mindspeed Technologies Inc., and Skyworks
Solutions Inc., companies that were originally part of Conexant.  
He is also a former director of Amoco, ArvinMeritor, Proctor &
Gamble, and Times Mirror.

He continues to serve as a director on the board of Rockwell
Collins, is chairman of the Beall Family Foundation, and is an
overseer of Stanford University's Hoover Institution.  In
addition, he is involved with numerous professional, educational,
public service, and philanthropic organizations.

                  About Conexant Systems Inc.

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and  
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Conexant Systems Inc to 'B-' from 'B', and its senior
secured debt rating to 'B+' from 'BB-', based on recent
unfavorable operating trends.  The outlook is stable.


DOMTAR CORP: Unit To Redeem Series A & B Pref. Shares on Dec. 21
----------------------------------------------------------------
Domtar Inc., a subsidiary of Domtar Corporation, sent on
Nov. 21, 2007, notices of redemption to the registered holders of
all of its Series A Preferred Shares and Series B Preferred
Shares.  

In accordance with the share provisions applicable to such
Preferred Shares and the notices of redemption, the Series A
Preferred Shares will be redeemed on Dec. 21, 2007, at CDN$25.4932
per Series A Preferred Share, representing the redemption price of
CDN$25.00 plus accrued dividends of CDN$0.4932, accruing as of and
from Oct. 2, 2007, being the last dividend payment date.

The Series B Preferred Shares will be redeemed on Dec. 21, 2007,
at CDN$25.2466 per Series B Preferred Share, representing the
redemption price of CDN$25.00 plus accrued dividends of Canadian
$0.2466, accruing as of and from Oct. 2, 2007.

Holders of the Series A or Series B Preferred Shares should direct
any questions regarding surrender of their certificate(s) to
Computershare Trust Company of Canada at 1-866-245-4053, or e-mail
to corporateactions@computershare.com.

                    About Domtar Corporation

Headquartered in Montreal, Quebec, Canada, Domtar Corporation
(NYSE/TSX: UFS) -- http://www.domtar.com/-- is an integrated  
producer of uncoated freesheet paper in North America and is also
a manufacturer of papergrade pulp.  The company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication well as technical and specialty
papers with recognized brands such as First Choice(R), Domtar
Microprint(R), Windsor Offset(R), Cougar(R)  well as its full line
of environmentally and socially responsible papers, Domtar
EarthChoice(R).  Domtar owns and operates Domtar Distribution
Group, a network of strategically-located paper distribution
facilities.  Domtar also produces lumber and other specialty and
industrial wood products.  The company employs nearly 14,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service affirmed Domtar Corporation's and Domtar
Inc.'s existing credit ratings and assigned a B1 senior unsecured
rating to Domtar's proposed $1.5 billion of new bonds which will
replace Domtar Inc's existing bonds.


DUNMORE HOMES: Court Approves Interim DIP Financing of $500,000
---------------------------------------------------------------
The Hon. Judge Martin Glenn of the United States Bankruptcy Court
for the Southern District of New York has granted Dunmore Homes
Inc., on an interim basis, permission to borrow up to $500,000
from Sidney B. Dunmore pursuant to a DIP Financing Agreement.

The Court permits the Debtor to grant Mr. Dunmore, the liens,
mortgages and security interests provided for under the DIP
facility.

The obligations under the DIP facility are administrative
expenses and thus, the Debtor is authorized to grant Mr. Dunmore,
a valid, binding, enforceable and perfected senior lien and
security interest in all of the Debtor's property and assets,
subject only to the carve-out and to any valid prepetition lien,
the Court holds.

The Debtor is also authorized to grant each prepetition creditor
holding a prepetition lien in the Debtor's assets, including cash
collateral, valid replacement liens and security interests in the
collateral, subject to the carve-out and junior to the DIP
lender's lien and the prepetition liens as adequate protection
for the Debtor's use of prepetition cash collateral.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
RBC Centura Bank told the Court that it opposes any effort by the
Debtor to encumber assets that were fraudulently transferred to it
by Dunmore Homes LLC as part of the September 2007 sale of Dunmore
California's assets, and therefore the request for DIP financing
should be denied.

The amount of the replacement liens is equal to the lesser of:

   (a) the amount of the secured portion of a valid, enforceable,
       properly perfected, and unavoided prepetition security
       interest of the secured party in the cash collateral;

   (b) the cash collateral used; and

   (c) the aggregate diminution of the value after the bankruptcy
       filing of the secured party's valid, enforceable, properly
       perfected, and unavoided prepetition security interest in
       the prepetition collateral as of the bankruptcy filing.

If sufficient funds are not otherwise available from the Debtor's
estate, the Court rules, the Collateral may be used by the Debtor
to pay (i) U.S. Trustee fees pursuant to Section 1930(a)(6) of
the Judicial and Judiciary Code and fees payable to the Clerk of
the Bankruptcy Court, and (ii) expenses of the Committee member
and the reasonable fees and expenses of the Debtor's and the
Committee's bankruptcy professionals, provided that those fees
and expenses are provided for in the cash collateral budget and
does not exceed $100,000.

If Mr. Dunmore elects to permanently cease making loans after the
first date of an "Event of Default" under the DIP Financing
Agreement, he may send a notice to the Debtor, the Debtor's  
general bankruptcy counsel and financial advisors, and the
general bankruptcy counsel to any Court-approved official
committees.  No fees or expenses incurred thereafter will
increase the pre-trigger carve-out amount.  Mr. Dunmore may seek
the Court's assistance to implement a process to determine
amounts owing for the carve-out.

Pursuant to the Interim DIP Order, the DIP facility will be in
effect through Dec. 18, 2007, unless extended by Mr. Dunmore
in writing and in his sole discretion.

The Court will convene a hearing on Dec. 14, 2007, to consider the
Debtor's request on a final basis.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


DUNMORE HOMES: Court Gives Interim Okay to Use Cash Collateral
--------------------------------------------------------------
The Hon. Judge Martin Glenn of the United States Bankruptcy Court
for the Southern District of New York authorizes Dunmore Homes
Inc., on an interim basis, to use cash collateral for all purposes
permitted by the DIP facility up to the aggregate amount of
disbursements and accruals in the cash collateral budget.

Cash collateral for which the Debtor is granted use does not
include cash collateral generated postpetition from the
Montecito, Diamond Ridge, Stone Creek or Providence projects as
to which RBC Centura Bank alleges to provide financing.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
RBC Centura Bank told the Court that it objects to the use of cash
collateral as it relates to the Montecito, Diamond Ridge, Stone
Creek and Providence projects, on the basis that it has a security
interest in those projects, and the adequate protection proposed
by the Debtor is not sufficient.

The Court will conduct a hearing on Dec. 14, 2007, to consider the
Debtor's request, on final basis.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


E*TRADE FINANCIAL: Rumors on Sale Talks Spur Stock Price Increase
-----------------------------------------------------------------
E*Trade Financial Corp. stock price went up last week following
speculations that the company is mulling a sale of all or part of
its assets, according to various papers citing a CNBC television
report.

Quoting unnamed sources, the CNBC report identified Charles Schwab
Corp. and TD Ameritrade Holding Corp. as two of the bidders for
E*Trade's either entire company or brokerage operations.

Both E*Trade and Charles Schwab have declined to comment.  TD
Ameritrade is in the pursuit of expansion through mergers and
acquisitions, Reuters reports, but has not specifically identified
E*Trade.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
E*Trade's CEO, Mitchell H. Caplan, has been considering two
options to save the online brokerage firm from bankruptcy, a cash
infusion or sale of the brokerage firm.

TCR previously disclosed that a 59% plunge in E*Trade's shares
following an analyst's statement that mounting credit losses could
lead customers to pull out deposits and likely put the company at
the risk of bankruptcy.  Despite the firm assuring customers that
it can take a $1 billion write-down and is well capitalized,
investors remained unconvinced pushing the company's shares to
$3.55, the lowest since August 2002.  

Based in New York City, E*Trade Financial Corp. (NasdaqGS: ETFC)
-- http://us.etrade.com/-- provides financial services including   
trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Standard & Poor's Ratings Services lowered its ratings on E*Trade
Financial Corp. to 'B' from 'BB-' and on its subsidiary E*Trade
Bank to 'BB-' from 'BB+'.  At the same time, S&P placed the
ratings on CreditWatch with negative implications.

Moody's Investors Service lowered its rating outlook on E*Trade
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*Trade Bank (LT deposits at Baa3) to stable from
positive.


ECCO DRILLING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Ecco Drilling Co., Ltd.
             12540 State Highway 155 North
             Tyler, TX 75708
             Tel: (903) 877 3535

Bankruptcy Case No.: 07-60987

Type of Business: The Debtor offers oil well drilling and gas well
                  drilling services.

Chapter 11 Petition Date: November 23, 2007

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Jason R. Searcy, Esq.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Suncoast Resources, Inc.            $594,196
P.O. Box 972321
Dallas TX 75397

Reed HyCalog                        $460,707
P.O. Box 201409
Houston TX 772216

Alan Fielding Electric              $378,550
P.O. Box 112
Whitehouse TX 75791

Mega Fluids, L.L.C.                 $279,241
Lindale TX 75771
P.O. BOx 447

Kilgore Rental Tools, Inc.          $276,605
P.O. Box 189
Laird Hill TX 75666

Stallion Heavy Haulers              $209,584

Applied Machinery Corp              $144,000

T.E.S.C.O. Services, Inc.           $140,316

Smith International, Inc.           $135,669

Ecco Drilling International         $113,220
Co.

Spencer Harris Machine & Tool       $110,367

Petromax Operating Co., Inc.        $100,000

Wilson                               $94,499

Bergfeld Agency, L.L.C.              $88,612

P.&W. Sales, Inc.                    $87,507

Dales Oil Well                       $84,427

Sonpetrol Espa¤a, S.A.               $75,500

R.E.X. Morgan Welding                $71,637

Farley Machineworks Co.              $70,939

Mud King Products, L.L.C.            $67,060


EXIDE TECH: Posts $14.8 Mil. Net Loss in Fiscal 2008 2nd Quarter
----------------------------------------------------------------
Exide Technologies reported its financial results for its fiscal
2008 second quarter, which ended Sept. 30, 2007.

The company reported a net loss of $14.8 million for the second
quarter of fiscal 2008 as compared with a net loss of
$35.1 million in the second quarter of fiscal 2007.  Included in
the current period's net loss was a non-cash tax charge of
$16.7 million resulting from an adjustment to the company's net
deferred tax asset in Germany to recognize the impact of a lower
corporate tax rate.

Foreign currency remeasurement gains in the current quarter
aggregated $9.6 million compared with a $1.3 million remeasurement
loss in the prior year period favorably impacting year-over-year
pre-tax results by $10.9 million.

Operationally, gross profit aggregated $130.3 million in the
second quarter of fiscal 2008, an increase of $24.9 million over
the prior year comparable period. Increased gross profit resulted
principally from higher pricing and continued improved
manufacturing performance, partially offset by the rapid
escalation of lead costs and recognition of an incremental
$4.5 million environmental remediation provision.

Total selling, general, and administrative expenses for the second
quarter of fiscal 2008 amounted to $107.9 million compared with
$102.3 million in the fiscal 2007 second quarter. The fiscal 2008
second quarter costs were unfavorably impacted by the weaker U.S.
dollar, but were also impacted by targeted incremental marketing
spending.

The net loss for the first half of fiscal 2008 was
$50.5 million and compared with a net loss of $73.0 million in the
comparable prior year period.  In addition to the aforementioned
tax charge in the second quarter of fiscal 2008, current year six
month results were unfavorably impacted by the $21.3 million loss
on early debt extinguishment disclosed in the company's 10-Q for
the first quarter of this fiscal year, associated with the
company's lower cost refinancing effort.

                Liquidity and Capital Resources

As of Sept. 30, 2007, the company had total liquidity of
$167.7 million consisting of cash and cash equivalents of
$91.6 million and availability under the company's revolving loan
facility and other loan facilities of $40.1 million and $36.0
million.  This compared to a total liquidity position of $145.9
million at March 31, 2007, consisting of cash and cash equivalents
of $76.2 million and availability under the revolving loan
facility and other credit facilities of
$59.3 million and $10.4 million.
     
At Sept. 30, 2007, the company's balance sheet showed total assets
of $2.39 billion, total liabilities of $2.0 billion and total
sheholders' equity of $394.7 million.

               About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
The Court confirmed Exide's Amended Joint Chapter 11 Plan on April
20, 2004.  The plan took effect on May 5, 2004.  

                          *     *     *

Moody's Investor Service placed Exide Technologies' senior secured
debt and probability of default ratings at 'Caa1' in September
2006.  The ratings still hold to date with a stable outlook.


FEDDERS CORP: Wants Until February 19 to Remove Civil Actions
-------------------------------------------------------------
Fedders Corp. and its debtor-affiliates seek authority from the
United States Bankruptcy Court for the District of Delaware to
extend the period within which they can remove civil actions until
Feb. 19, 2008.

The Debtors tell the Court that they are parties to numerous
judicial proceedings in various claims in multiple forums
throughout the United States as of the Aug. 22, 2007.

The Debtors say that they need sufficient time to evaluate,
analyze and determine each actions and which action, if any, to
remove.

The Debtors together with their counsel devoted substantial time
to administer their Chapter 11 cases, including, among others,
preparing monthly operating reports, statements of assets and
liabilities and statement of financial affairs, as well as
obtaining Court approval of their postpetition financing
agreement.

The Debtors assure the Court that the extension request will not
prejudice any of their adversaries because each of the action is
stayed as set forth in Section 362(a) of the Bankruptcy Court.

A hearing to consider the Debtor's request has been scheduled at
10:00 a.m., on Dec. 20, 2007.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air     
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors on this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FIELDSTONE MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Fieldstone Mortgage Co.
             11000 Broken Land Parkway, Suite 600
             Columbia, MD 21044

Bankruptcy Case No.: 07-21814

Type of Business: The Debtor is a direct lender that offers
                  mortgage loans for multiple credit situations.  
                  See http://www.fieldstonemortgage.com/

Chapter 11 Petition Date: November 23, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Joel I. Sher, Esq.
                  Shapiro, Sher, Guinot & Sandler
                  36 South Charles Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: (410) 385-4278
                  Fax: (410) 539-7611

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Morgan Stanley                   $38,460,058
2002 T-Rex Avenue, Suite 300
Boca Raton, FL 33431

Household                        $23,262,063
3023 H.S.B.C. Way
Fort Mill, SC 29715

Bear, Stearns & Co., Inc.        $15,299,474
800 State Highway 121 Bypass
Lewisville, TX 75067-4180

Countrywide                      $10,442,925
8521 Fallbrook Avenue
West Hills, CA 91304

C.S.F.B.                          $6,053,683
Eleven Madison Avenue
West Hills, CA 91304

U.B.S. Securities, L.L.C.         $3,626,488
1285 Avenue of the Americas,
11th Floor
New York, NY 10019

J.P. Morgan Chase                 $2,030,530
10790 Rancho Bernardo Road
San Diego, CA 92127

Merrill Lynch                     $1,781,007
4 World Financial Center
New York, NY 10080

Blue Cross Blue Shield              $700,000
10455 Mill Run Circle
Owings Mills, MD 21117

Washington Mutual                   $389,912
7255 Baymeadows Way
Jacksonville, FL 32256

Lehman Brothers, Inc.               $254,688
327 Inverness Drive South
Englewood, CO 80122

M.C.I.                              $231,878

M.S.D.W. Southwest Partners,        $230,633
L.P.

Moody's Investor Service            $123,950

E. Appraise It                      $116,350

Staples                             $105,600

L.I.S. Tax                          $100,375

First American Credco                $88,868

Hunton & Williams, L.P.              $88,843

Clayton First Income Services        $83,639


FISHER COMMUNICATIONS: S&P Affirms B- Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Seattle, Washington-based TV broadcaster
Fisher Communications Inc., including the 'B-' corporate credit
rating.  The outlook is positive.  Standard & Poor's had
originally placed the ratings on CreditWatch with positive
implications on June 14, 2007.

"The rating action is based on uncertainty regarding the pace of
improvement in the company's credit quality, especially given
acquisitions in process," explained Standard & Poor's credit
analyst Debbie Kinzer.

The ratings on Fisher reflect the company's high debt leverage,
concentrated cash flow base, and weak EBITDA margin.  They also
reflect S&P's concerns about prospects for discretionary cash flow
growth and competition from other major network-affiliated
stations whose parent companies have greater financial resources.  
These factors are only partially offset by broadcasting's good
margin and discretionary cash flow potential, resilient station
asset values, and the liquidity derived from the company's
ownership of shares in Safeco Corp.


FORD MOTOR: Retirees' Health-Fund Risk Greater than GM Workers'
--------------------------------------------------------------
Ford Motor Company retirees face a higher risk of paying their own
medical expenses compared to their General Motors Corp.
counterparts under a newly ratified union provision, which
analysts claim works better for Ford than for its workers, Jeff
Green and Bill Koenig write for Bloomberg News.

The Troubled Company Reporter disclosed on Nov. 16, 2007, that the
United Auto Workers union membership employed at Ford Motor had
ratified a memorandum of understanding that covers post-retirement
medical care and a new national collective bargaining agreement
governing the wages, hours and terms and conditions of employment
for UAW-represented employees.

A new retiree health care plan will be established and maintained
by either an independent committee or a joint labor-management
committee and will be funded by a newly established Voluntary
Employee Beneficiary Association trust, which will be responsible
for payment of all the Retiree Medical Benefits.

Almost half of the $13.6 billion that Ford Motor had agreed to
contribute into the VEBA trust, is pledged against either Ford
shares or assets, compared with about 14% of GM's $32 billion,
Bloomberg states.  

Ford will use a $3.3 billion bond convertible to Ford shares that
matures in 2013 and a $3 billion, 10-year, second lien against the
company's assets to pay part of the $13.6 billion, Bloomberg
reveals.

"Ford's health care scheme fails to achieve one of the primary
goals of the UAW -- a separation between the financing for retiree
health care and the fate of Ford," Fitch Ratings credit analyst
Mark Oline said in an interview, Bloomberg notes.

When the VEBAs take effect on Jan. 1, 2010, Ford and GM will end
their obligation to pay an estimated $70.7 billion in retiree
health care costs, Bloomberg relates.  To sweeten the deal, Ford
agreed to keep open until 2011 five plants that it had intended to
close.  The carmaker also committed to manufacture new models in
many factories.

"The GM structure is better for the workers," Pete Hastings, an
analyst at Morgan Keegan & Co. in Memphis, Tennessee, said.  
"Ford's structure is better for Ford, the way it's structured,
than for the workers."

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.
                  
                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in      
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


GENERAL MOTORS: Retirees' Fund Risk Lesser than Ford Workers'
-------------------------------------------------------------
Ford Motor Company retirees face a higher risk of paying their own
medical expenses compared to their General Motors Corp.
counterparts under a newly ratified union provision, which
analysts claim works better for Ford than for its workers, Jeff
Green and Bill Koenig write for Bloomberg News.

The Troubled Company Reporter disclosed on Nov. 16, 2007, that the
United Auto Workers union membership employed at Ford Motor had
ratified a memorandum of understanding that covers post-retirement
medical care and a new national collective bargaining agreement
governing the wages, hours and terms and conditions of employment
for UAW-represented employees.

A new retiree health care plan will be established and maintained
by either an independent committee or a joint labor-management
committee and will be funded by a newly established Voluntary
Employee Beneficiary Association trust, which will be responsible
for payment of all the Retiree Medical Benefits.

Almost half of the $13.6 billion that Ford Motor had agreed to
contribute into the VEBA trust, is pledged against either Ford
shares or assets, compared with about 14% of GM's $32 billion,
Bloomberg states.  

Ford will use a $3.3 billion bond convertible to Ford shares that
matures in 2013 and a $3 billion, 10-year, second lien against the
company's assets to pay part of the $13.6 billion, Bloomberg
reveals.

"Ford's health care scheme fails to achieve one of the primary
goals of the UAW -- a separation between the financing for retiree
health care and the fate of Ford," Fitch Ratings credit analyst
Mark Oline said in an interview, Bloomberg notes.

When the VEBAs take effect on Jan. 1, 2010, Ford and GM will end
their obligation to pay an estimated $70.7 billion in retiree
health care costs, Bloomberg relates.  To sweeten the deal, Ford
agreed to keep open until 2011 five plants that it had intended to
close.  The carmaker also committed to manufacture new models in
many factories.

"The GM structure is better for the workers," Pete Hastings, an
analyst at Morgan Keegan & Co. in Memphis, Tennessee, said.  
"Ford's structure is better for Ford, the way it's structured,
than for the workers."

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in      
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GENESCO INC: Gets U.S. Attorney's Subpoena on Finish Line Merger
----------------------------------------------------------------
Genesco Inc. has received a subpoena from the Office of the U.S.
Attorney for the Southern District of New York for documents
relating to the company's negotiations and merger agreement with
The Finish Line Inc.  The subpoena states that the documents are
sought in connection with alleged violations of federal fraud
statutes.

"The U.S. Attorney subpoena comes on the heels of the baseless
fraud allegations made by UBS ten days ago," Genesco Chairman and
Chief Executive Officer Hal Pennington stated.  "These allegations
are completely without merit and are simply part of UBS'
litigation tactics to avoid their contractual obligations; we will
fully cooperate with the U.S. Attorney in connection with their
inquiry.  Most importantly, we will not be deterred from enforcing
our rights under the merger agreement."

As reported in the Troubled Company Reporter on June 20, 2007,
the Boards of Directors of The Finish Line and Genesco have
unanimously approved a definitive merger agreement under which The
Finish Line will acquire all of the outstanding common shares of
Genesco for $54.50 per share in cash.  The total transaction value
is approximately $1.5 billion.  

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's Investors Service downgraded Genesco Inc.'s corporate
family and probability of default ratings to B1 from Ba3 and
maintained the review for possible downgrade.  In addition,
Moody's downgraded the company's convertible senior subordinated
debentures to B2 from B1.


GMAC LLC: ResCap Support Cues Moody's to Put Ba2 Rating on Review
-----------------------------------------------------------------
Moody's Investors Service placed GMAC LLC's Ba2 senior unsecured
rating on review for possible downgrade.  The action was in
response to GMAC's affirmation of support for Residential Capital,
LLC, as disclosed in ResCap's Nov. 21, 2007 debt tender
announcement.  ResCap's ratings and outlook (Ba3 senior unsecured,
negative outlook) were not affected by the tender announcement or
this GMAC rating action.

Moody's said that GMAC's most recent expressions of support for
ResCap have raised additional concerns as to the extent to which
the firm might entertain a leveraging of its credit profile to
support ResCap through its operating difficulties.  Moody's
position is that any capital support GMAC extends to ResCap, other
than that for which GMAC serves only as a conduit for GMAC's
owners, would result in an equalization of GMAC's ratings with
ResCap's.  In Moody's view, GMAC's high stand-alone leverage
position has no capacity to provide un-backed support at the
current credit grade.

In Moody's last rating action on GMAC and ResCap, GMAC's ratings
were downgraded one notch to Ba2 while ResCap's ratings were
downgraded two notches to Ba3.  GMAC's ratings were kept in
proximity to ResCap's, reflecting Moody's view that GMAC could be
required to provide support to ResCap that weakens GMAC's stand-
alone credit profile.  Moody's believes that the probability of
such support may have shifted higher, in light of the explicit
indications of support recently provided by management.

During its review of GMAC's ratings, Moody's will seek greater
definition regarding the tolerances GMAC's owners exhibit
regarding the uses of GMAC's capital and credit worth to support
ResCap in ways that could heighten risks to GMAC's creditors.  
Moody's will also explore the owners' ability and willingness to
take actions that neutralize the impact of GMAC's extensions of
support to ResCap that would otherwise diminish GMAC's stand-alone
credit profile.  Moody's anticipates concluding its review by the
end of December 2007.

According to Moody's, investments or pursuit of endeavors that
primarily benefit ResCap could evidence a use of GMAC capital that
constitutes ResCap support, if not backed by injections or other
explicit support from GMAC's owners.  Moody's is also concerned
that current market conditions have delayed GMAC's pursuit of
other intended capital management initiatives designed to
strengthen its capital position.

Moody's view is that GMAC's auto finance and insurance businesses
have continuing and important strategic value to GM.  GM's consent
is required on many significant matters relating to GMAC's
strategic direction, investment, and capitalization.  GM's
interest could act as a countervailing influence on investor
pressures to further involve GMAC in supporting ResCap through its
difficulties.

ResCap's ratings (senior unsecured at Ba3) and negative outlook
are not affected by Moody's review of GMAC's ratings or the
announced $750 million tender offer.  ResCap's current rating
assumes its parent is willing and able to provide capital support
if needed.  Moody's added that it believes that the maturities
selected for tender and overall size of the program are
appropriate considering ResCap's current liquidity position.

Detroit-based GMAC LLC provides retail and wholesale auto
financing, auto extended warranty and insurance products, and
residential mortgage finance through wholly-owned subsidiary
Residential Capital, LLC.  GMAC reported a consolidated nine-month
net loss of $1.6 billion.


GPS INDUSTRIES: Sept. 30 Balance Sheet Up-Side-Down by $1.03 Mil.
-----------------------------------------------------------------
GPS Industries Inc. reported net loss of $3.53 million for three
months ended Sept. 30, 2007, compared to a net loss of
$3.48 million for the same period in the previous year.  

Net loss for the three-month period, was substantially similar to
the net loss in the 2006 three-month period even though the
company's 2007 loss from operations was $1.17 million greater than
its loss from operations in the 2006 three-month period.

Net losses were substantially similar because the company's other
losses, mostly in interest expense and derivative liability
changes, were $1.12 million higher during the three-month period
ended Sept. 30, 2006.

For the nine months ending Sept. 30, 2007, net loss was
$20.55 million as a result of the $12.50 million deemed preferred
stock dividend.

                 Liquidity And Capital Resources

The company has incurred significant losses from operations.  As
of Sept. 30, 2007, the company has a working capital deficit of $
5.20 million.  The company's operations currently do not generate
sufficient cash to internally fund its working capital needs.  
Accordingly, to date, the company's operating deficits was funded
by outside sources of funding, including funds raised from:

   (i) the sale of shares of our common stock and preferred
       stock;

  (ii) the issuance of debentures;

(iii) the issuance of shares as payment for services and in
       satisfaction of indebtedness;

  (iv) bank lines of credit; and

   (v) short-term loans made to us by the company's affiliates
       and by third parties.

The company incurred a loss on extinguishment of debt in nine-
month 2007 fiscal period and a gain from extinguishment of debt in
the 2007 three-month fiscal period, whereas the company recognized
gains from the extinguishment of debt during both the three- and
nine month periods ending Sept. 30, 2006.  

The loss during the fiscal 2007 nine-month period is due to stock
issuances in settlement of loans partially offset by a gain on
extinguishment of debt on the write-off of accounts payable from
discontinued operations.

At Sept. 30, 2007, the company's balance sheet showed total assets
of  $13.95 million, and total liabilities of $14.98 million,
resulting to a total shareholders' deficit of $1.03 million.

                       Going Concern Doubt

On April 16, 2007, Sherb & Co., LLP, in New York City, raised
substantial doubt about GPS Industries Inc.'s ability to continue
as a going concern after auditing the company's financial reports
for the years ended Dec. 31, 2006 and 2005.  The auditors pointed
to the company's significant losses and working capital deficit of
$7,337,819.  

                      About GPS Industries

Hedaquartered in Surrey, British Columbia, GPS Industries Inc.
(OTC:GPSN) -- http://www.gpsindustries.com/-- develops and  
markets GPS and Wi-Fi multimedia solutions to enable managers of
golf facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.  


IKON OFFICE: Board Approves $500 Mil. Common Stock Redemption
-------------------------------------------------------------
IKON Office Solutions' board of directors has approved the
repurchase of $500 million of its common stock.  IKON intends to
repurchase up to $295 million of its common stock through a
modified "Dutch Auction" self-tender offer at a price of not less
than $13 per share or more than $15 per share.

The minimum tender price represents a premium of approximately 21%
over IKON's closing stock price of $10.77 on Nov. 19, 2007. The
tender offer is expected to commence on Nov. 21, 2007, and will be
subject to certain conditions, including the receipt of financing.

The company plans to repurchase the difference between
$500 million and the amount repurchased through the tender offer
during the balance of fiscal 2008.  The rate and pace of these
share repurchases will be subject to financing and market
conditions, as well as applicable regulations.

This statement follows an increase by IKON's board of directors of
its share repurchase program authorization to $1.1 billion in
total.  Since program inception and assuming completion of the
$500 million share repurchase plan, IKON will have repurchased
nearly $1 billion of its shares under its share repurchase
program.  The company plans to finance these share purchases
through a combination of cash and incremental borrowings.

IKON also has entered into an amended confidentiality agreement
with Steel Partners II L.P., pursuant to which Steel Partners has
agreed to refrain from taking certain actions with respect to its
investment in IKON through May 2009, subject to completion of the
pending repurchase plan.

"We are returning immediate value to our shareholders through this
tender offer," Matthew J. Espe, IKON's chairman and chief
executive officer, said.  "Our share repurchase program has been
an integral part of our capital strategy for several years, and
the decision to accelerate this program reflects our belief that
our shares are currently undervalued.  We are also pleased to
announce our agreement with Steel Partners, who remains supportive
of our ongoing repurchase strategy."

The company plans to provide an update on the expected impact of
the share repurchase plan, including any associated non-recurring
charges, as well as related guidance for fiscal year 2008 during
its earnings conference call in January 2008.  The company does
not expect the tender offer to have a material impact on its first
quarter fiscal 2008 financial results, excluding any non-recurring
charges it may incur.

                      About Ikon Office

Headquartered in Malvern, Pennsylvania, IKON Office Solutions Inc.
(NYSE:IKN) -- http://www.ikon.com/-- is an independent channel  
for copier, printer and MFP technologies.  It delivers integrated
document management solutions and systems, enabling customers
worldwide to improve document workflow and increase efficiency.  
IKON has approximately 25,000 employees in over 400 locations
throughout North America and Western Europe.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2007,
Moody's Investors Service placed the ratings of IKON Office
Solutions under review for possible downgrade.  Ratings under
review include: (i) corporate family rating of Ba2; (ii)
probability of default rating of Ba2; (iii) senior unsecured $14
million, notes due 2008 at Ba3, LGD 4, 64%; (iv) senior unsecured
$225 million, notes due 2015 at Ba3, LGD 4, 64%; (v) senior
unsecured $260 million notes due 2025 at Ba3, LGD 4, 64%; and (vi)
senior unsecured $95 million notes due 2027 at Ba3,LGD 4, 64%.

Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on IKON Office Solutions Inc. on CreditWatch with
negative implications.


INTELLIGENTIAS INC: Posts $4.2 Million Net Loss in Third Quarter
----------------------------------------------------------------
Intelligentias Inc. reported a net loss of $4.2 million on
revenues of $3.6 million for the third quarter ended Sept. 30,
2007, compared with a net loss of $1,465 on $0 of revenues in the
same period last year.

The company was in its development stage through March 31, 2007,
and began to generate revenues from operations only in the second
quarter of 2007.  

The company's net loss for the third quarter ended Sept. 30, 2007,
reflects an operating loss of $2.8 million, interest expense of
$1.1 million and a loss on the derivative warrant liability mark-
to-market adjustment of $229,385.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$50.1 million in total assets, $29.1 million in total liabilities,
and $21.0 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $6.6 million in total current
assets available to $26.8 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 http://researcharchives.com/t/s?25be

                            Liquidity

Since inception, the company has funded operations primarily
through sales of debt and convertible debt securities, which, in
the aggregate, have made available $13,470,000.  As of Sept. 30,
2007, the company's principal sources of liquidity are cash and
cash equivalents of $1,146,877, which are available as a result of
the debt financings.  

                       Going Concern Doubt

Ehrhard, Keefe, Steiner & Hottman PC, in Denver, expressed
substantial doubt about Intelligentias Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006..  The
auditing firm reported that the the company has incurred losses
since inception, has limited operations and has not fully
commenced planned principal operations.

                    About Intelligentias Inc.

Headquartered in Redwood City, Calif., Intelligentias Inc.
(OTC BB: ITLI.OB) -- http://www.intelligentias.com/-- provides  
data retention, tracking, and investigatory services for
telecommunications companies, Internet service providers, and law
enforcement agencies.


LAFAYETTE NEIGHBORHOOD: City Wants Home Program Funds Returned
--------------------------------------------------------------
The City of Lafayette, Indiana asks the U.S. Bankruptcy Court for
the Northern District of Indiana to execute a judgment to exclude
housing program-related promissory notes and mortgages as property
of the estate in the cases of Lafayette Neighborhood Housing
Services.  The City also demands the transfer to HOME Investment
Trust Fund proceeds of the housing program which the Debtor holds.

            Home Program-Related Notes and Mortgages

The City of Lafayette is the lead agency of Lafayette Housing
Consortium which receives grant allocations from the U.S.
Department of Housing and Urban Development.

The consortium is required to undertake activities to provide and
expand supply of housing, including a program that provided direct
subsidies or down payment assistance to eligible homebuyers.  
Repayment of the assistance would be forgiven or deferred if the
assisted homebuyer complied with the requirements of the program
also known as forgivable program.  Another activity provided
direct subsidies to assisted homebuyers at a low interest rate
under a program.

In order to participate in the programs, assisted homebuyers are
required to occupy the assisted property as primary residence for
a period of affordability.

The period of affordability is enforced through the execution of  
promissory note, mortgage and covenant for deed restrictions.

In the forgivable program, if the period of affordability is met,
the down payment assistance is forgiven and the mortgage released.  
If an assisted homebuyer ceases to occupy the property before the
period of affordability expires, up to 100% of the down payment
assistance will be recaptured and considered as recaptured fund.

In the payback program, payments of the principal and interest on
the down payment assistance is program income.

The Debtor participated in the programs as a subrecipient which
administers the programs by providing the down payment assistance,
with funds provided by the City through the Home Program.  As part
of this administration, the Debtor prepared the required
promissory notes and mortgages, which the assisted homebuyers
executed in favor of the Debtor.

                  Program Funds Must be Returned

The City explains to the Court that pursuant to written agreements
with the Debtor, recaptured funds or program income must be repaid
to the consortium's HOME Investment Trust Fund local account and
should not be retained by the Debtor.  Hence, the City claims that
any monies to be paid under the promissory notes and mortgages are
not available for use by the Debtor and are not part of the
estate.

The City demands that the Debtor return any program income or
recaptured funds it received prior or subsequent to the bankruptcy
filing.

The City relates that upon completion of the program proceeds
transfer and assignment of the promissory notes and mortgages, the
City will release the Debtor from future financial liability that
could arise by virtue of a default by the assisted homebuyer.

This release, however, does not release the Debtor from financial
liability for program income or recaptured funds that have been
previously received by the Debtor and which the Debtor used for
ineligible purposes.  The City adds that it will retain the right
to file a proof of claim in the Debtor's case relating to
ineligible use of the program funds.

The City wants the Debtor to maintain records related to the notes
and mortgages, as required, otherwise the Debtor must deliver the
records to the City.

                   About Lafayette Neighborhood

Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing
Services -- http://www.nhslaf.org/-- is a community based, non-
profit partnership with many programs designed to benefit the
residents of Lafayette.  LNHS filed for chapter 11 protection on
Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572).  David A.
Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $7,318,668 and total debts of $16,875,249.


LAFAYETTE NEIGHBORHOOD: Bank and Receiver Want 43 Lots Abandoned
----------------------------------------------------------------
Lafayette Bank and Trust Company and Lafayette-West Lafayette
Development Corporation, State Court appointed receiver, jointly
ask the U.S. Bankruptcy Court for the Northern District of Indiana
to abandon 43 properties from Lafayette Neighborhood Housing
Services' bankruptcy cases.

According to Lafayette Bank and Lafayette Development, this
abandonment will allow the receivership to continue in the
Tippecanoe County Circuit Court so that the properties can be sold
through receivership and the proceeds be applied to the bank's
mortgage lien and the surplus paid over to the estate.

Lafayette Bank and Lafayette Development relates to the Court that
the abandonment will be subject to the rights and restrictions
regarding Department of Housing and Urban Development Rental
Rehabilitation Program funds provided by the City of Lafayette
regarding the 43 properties.

             Receivership at Tippecanoe Circuit Court

On Aug. 24, 2007, the Bank filed a complaint for foreclosure of
mortgages and on note regarding the 43 properties with the
Tippecanoe County Circuit Court.  At that time, the Bank was owed
principle sum of $3,798,958, plus accrued interest as of Oct. 26,
2006 in the amount of $63,440.  Interest accrued on the note from
Oct. 26, 2006 until the Debtor's bankruptcy filing on Oct. 12,
2007 was at the rate of $754 per day.

On Sept. 17, 2007, the Tippecanoe Circuit Court appointed
Lafayette Development as Receiver of the 43 properties and Jeffrey
J. Newell, Esq. was appointed attorney for the receiver.

Since its appointment, the Receiver has received offers to
purchase the 43 properties.

           The 43 Properties Have Inconsequential Value

The Bank's court filings reveal that the Receiver has determined
that the 43 properties are subject to valid and properly perfected
first mortgage liens in favor of the Bank securing debts as of
Jan. 2, 2003.

In September 2007, the Bank obtained appraisals on the 43
properties valued at $2,625,500, excluding 161 South, Third
property, which the Bank and the Receiver values at less than
$100,000.

Thus, the Bank and the Receiver believe that the value of the 43
properties is substantially less than the Bank's mortgage liens
and therefore there is no equity which could be realized for the
estate.  The Bank's mortgage lien as of the bankruptcy filing is
more than $3,900,000 and the value of the properties is less than
$3,000,000.

Further, the Bank and the Receiver believe that the cost of
preservation and sale of the 43 properties may be higher than
their estimated liquidation price.  The Bank and the Receiver cite
Section 554 of the Bankruptcy Code that states, "the Trustee may
abandon any property of the estate that is burdensome to the
estate or that is of inconsequential value and benefit to the
estate".  Therefore, the Bank and the Receiver ask the abandonment
of the 43 properties from Bankruptcy and believes that this is in
the best interest of the estate.

The Bank and the Receiver relates they agree that in the event
that the Bank's mortgage lien is not paid in full from the sale of
the properties then the Bank will be allowed to assert a
deficiency claim.

James R. Schrier, Esq., represents Lafayette Bank and Trust
Company.

                   About Lafayette Neighborhood

Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing
Services -- http://www.nhslaf.org/-- is a community based, non-
profit partnership with many programs designed to benefit the
residents of Lafayette.  LNHS filed for chapter 11 protection on
Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572).  David A.
Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $7,318,668 and total debts of $16,875,249.


LAFAYETTE NEIGHBORHOOD: First Financial Wants Stay Lifted
---------------------------------------------------------
First Financial, as successor in interest to The Bright National
Bank, asks the U.S. Bankruptcy Court for the Northern District of
Indiana for relief from stay to pursue a state court foreclosure
action with respect to Lafayette Neighborhood Housing Services'
real property located at 114-116 South Sixth Street, 118-120 South
Sixth Street, and 124-124.5 South Sixth Street in Lafayette,
Indiana.  First Financial also asked the Court to order the Debtor
to abandon these real property from the estate.

First Financial related that on Aug. 8, 2002, Bright National
extended $300,889 in credit to the Debtor pursuant to a promissory
note.

To secure the note, Bright National obtained mortgages from the
Debtor on the real estate at South Sixth Street.

Subsequent to November 2006, the Debtor failed to make payments on
the note, including payments which have become due postpetition,
and is in default of the note and mortgages.

As of Nov. 6, 2007, the principal and unpaid accrued interest due
under the note and mortgages amounted to $269,760, and interest
continues to accrue.

First Financial told the Court that its interest in the real
estate is not adequately protected as the real estate's value
depreciates.  Hence, First Financial asserted that it is
irreparably harmed by the stay due to the continuing increase in
the Debtor's debt under the note and mortgages.

First Financial added that the Debtor has no equity in the real
estate since the value of the property is less than the debt the
Debtor owes, thus, the real estate is not necessary to the
Debtor's effective reorganization.

First Financial demanded the abandonment of the real estate from
bankruptcy since the real estate is burdensome to the estate and
is of inconsequential value to the estate.

Keith R. Fafarman, Esq., at Seeger, Hodson & Forbes represents
First Financial.

                   About Lafayette Neighborhood

Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing
Services -- http://www.nhslaf.org/-- is a community based, non-
profit partnership with many programs designed to benefit the
residents of Lafayette.  LNHS filed for chapter 11 protection on
Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572).  David A.
Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $7,318,668 and total debts of $16,875,249.


MATTRESS GALLERY: Final Hearing on OMG Financing Moved to Dec. 7
----------------------------------------------------------------
The hearing to consider final approval of a debtor-in-possession
financing agreement entered into by Gallery Corp. dba Mattress
Gallery with OMG Acquisition Corporation has been moved from
Nov. 21, 2007, to Dec. 7, 2007, at 9:00 a.m.

The Debtor previously obtained interim authority from the U.S.
Bankruptcy Court for the District of Delaware to borrow up to
$1,000,000 from OMG's $2,025,000 loan commitment.

The Debtor will use the DIP funds to:

   -- finance working capital and other general corporate
      purposes; and

   -- pay current interest and fees on the DIP facility.

As adequate protection, the Debtor grants OMG:

   i) first priority liens on and security interests in
      (a) all of the Debtor's leasehold interests, (b)
      other prepetition assets that are unencumbered by
      the first priority lien of Kimco Securities
      Corporation, the Debtor's prepetition secured lender
      and (c) postpetition assets other than avoidance
      actions;

  ii) fully perfected liens on and security interests in
      all of the Debtor's assets that are subject to Kimco's
      first priority lien, which liens and security interests
      will be junior to Kimco's first priority lien but
      senior to all other liens and security interests; and

iii) a superpriority administrative expense claim status
      pursuant to Sec. 364(c)(1) of the Bankruptcy Code.

Kimco holds a $4.1 million claim against the Debtor, secured
by a perfected first priority lien on the Debtor's accounts
receivable, inventory, intangibles and other prepetition
assets.

Pursuant to the OMG Financing, the Debtor grants Kimco
a replacement lien on all of Kimco's prepetition collateral
as adequation protection.  The Debtor also grants Kimco
a second priority lien on the Debtor's leasehold interests,
as adequate protection, behind OMG's first priority lein
on such interests.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr.
D. Del. Case No. 07-11628).  Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig LLP represent the Debtor
in its restructuring efforts.  Kurtzman Carson Consultants is the
Debtor's claim agent.  The Official Committee of Unsecured
Creditorsselected Klehr, Harrison, Harvey, Branzburg & Ellers LLP
as its counsel.  When the Debtor filed for protection from its
creditors, it listed total assets and debts between $1 million and
$100 million.


MONITOR OIL: Files for Bankruptcy Protection in New York
--------------------------------------------------------
Monitor Oil plc, along with two subsidiaries, Monitor Single Lift
1, Ltd., and Monitor US FinCo, Inc., has filed voluntary petitions
under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy
Court for the Southern District of New York.

In its website, the company's directors stated that the filing was
done after careful consultation with its advisers with a view to
seeking to preserve value in the Company's material assets.

The company related that it expects debtor-in-possession financing
will be made available to the company within the Chapter 11
process in order to allow restructuring opportunities to be
considered and if thought appropriate, taken forward.
  
Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- is an oil and
gas service company that provides oil and gas production
solutions, offshore services and engineering services.


MONITOR OIL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Monitor Oil, P.L.C.
             250 West 57th Street, Suite 1610
             New York, NY 10107

Bankruptcy Case No.: 07-13709

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Monitor Single Lift 1, Ltd.                07-13708
        Monitor US FinCo, Inc.                     07-13710

Type of Business: The Debtor is an oil and gas service company
                  that provides oil and gas production solutions,
                  offshore services and engineering services.
                  See htpp://www.monitoroil.com/

Chapter 11 Petition Date: November 21, 2007

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Eric Lopez Schnabel, Esq.
                  Dorsey & Whitney, L.L.P.
                  250 Park Avenue
                  New York, NY 10177
                  Tel: (212) 415-9368
                  Fax: (302) 355-0830

Consolidated Quarterly Financial Condition as of June 30, 2007:

Total Assets: $310,100,000

Total Debts:  $247,800,000

The Debtors did not submit a list of their largest unsecured
creditors.


NETBANK INC: Committee Taps Kilpatrick Stockton as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of NetBank Inc.'s
Chapter 11 case asks the United States Bankruptcy Court for the
Middle District of Florida for permission to retain Kilpatrick
Stockton LLP as its attorney, nunc pro tunc Nov. 6, 2007.

Kilpatrick Stockton will:

   a) render legal advice regarding the Committee's organization,
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial condition of
      the Debtor, the operation of the of the Debtor's business
      and the Debtor's business and the desirability of continuing
      the same, the potential sale of the Debtor's assets, and any
      other matter relevant to this case or the formulation and
      analysis of any plan of reorganization or plan of liquid
      ation;

   c) attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as requested
      by the Committee;

   d) represent the Committee in hearings before the Courtl;

   e) assist the Committee in preparing all necessary motions,
      applications, responses, reports, and other pleadings in
      connection with the administration of this case; and

   f) provide other legal assistance as the Committee may deem
      necessary and appropriate.

Todd C. Meyers, a partner of the firm, will bill $525 per hour
until Nov. 30, 2007.  In Mr. Meyers' affidavit, he will charge
$565 per hour commencing Dec. 1, 2007, for this engagement.

To the best of the Committee's knowledge the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Court.

Mr. Meyers can be reached at:

      Todd C. Meyers, Esq.
      Kilpatrick Stockton LLP
      1100 Peachtree Street, Suite 2800
      Atlanta, GA 30309-4530
      Tel: (404) 815-6500
      Fax: (404) 815-6555
      http://www.kilpatrickstockton.com/

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of    
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  As of Sept. 25, 2007, Debtor listed total
assets at $87,213,942 and total debts at  $42,245,857.


NETBANK INC: Committee Taps Rogers Towers as Co-Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of NetBank Inc.'s
Chapter 11 case asks the United States Bankruptcy Court for the
Middle District of Florida for authority to retain Rogers Towers
P.A., as its attorney, nunc pro tunc Nov. 6, 2007.

As the Debtor's co-counsel, Rogers Towers will:

   a) render legal advice regarding the Committee's organization,
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial condition of
      the Debtor, the operation of the of the Debtor's business
      and the Debtor's business and the desirability of continuing
      the same, the potential sale of the Debtor's assets, and any
      other matter relevant to this case or the formulation and
      analysis of any plan of reorganization or plan of liquid
      ation;

   c) attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as requested
      by the Committee;

   d) represent the Committee in hearings before the Court;

   e) assist the Committee in preparing all necessary motions,
      applications, responses, reports, and other pleadings in
      connection with the administration of this case; and

   f) provide other legal assistance as the Committee may deem
      necessary and appropriate.

The firm's professionals and their compensation rates are:

      Professional                Designation     Hourly Rate
      ------------                -----------     -----------
      Betsy C. Cox, Esq.          Shareholder        $325
      J. Ellsworth Summers. Esq.  Associate          $240
      Jacob J. Payne, Esq.        Associate          $200
      Jim K. Farrar               Paralegal          $140

To the best of the Committee's knowledge the firm does not
hold any interest adverse to the Debtor's estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of    
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  As of Sept. 25, 2007, Debtor listed total
assets at $87,213,942 and total debts at  $42,245,857.


NEUMANN HOMES: Taps Epiq Bankruptcy as Claims and Noticing Agent
----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Northern District of Illinois'
authority to employ Epiq Bankruptcy Solutions LLC as their claims,
noticing and solicitation agent.

The Debtors also seek the Court's permission to:

   a) make available the Mailing Matrix to any parties-in-
      interest at their sole cost and expense; and

   b) mail directly to the parties on the Mailing Matrix initial
      notices.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, says that Epiq agreed to provide
the Debtors services on these terms and conditions stated in
bankruptcy  services agreement:

   a) The Debtors should make monthly payments to Epiq.

   b) Epiq reserves the right to increase its charges or rates
      annually on January 2nd of each year.  However, if the
      increases exceed 10%, Epiq will be required to give
      60 days prior written notice to the Debtors.

   c) The Debtors should pay to Epiq all taxes, including sales,
      use and excise taxes, but not personal property or income
      taxes.

   d) The Debtors should pay to Epiq any actual charges as a
      result of the Debtors' error or omission.

   e) In the event of termination due to the Debtors' default,
      the Debtors should be liable for all amounts then owing.

   f) Upon the Court's approval of the agreement, the Debtors
      should pay Epiq a retainer for $25,000.

   g) Epiq reserves all property rights in and to all materials,
      concepts, know-how, techniques, programs, systems and
       other information.

   h) Any data, programs, storage media or other materials
      furnished by the Debtors may be retained by Epiq until the
      services are paid for, or until the agreement is
      terminated with the services having been paid for in full.

   i) Epiq makes no representations or expressed and implied
      warranties.

The agreement also provides that the Debtors should indemnify and
hold Epiq, its affiliates and others harmless from and against
losses, claims, damages, liabilities, costs, among others, as a
result of Epiq's rendering of services.

The agreement further provides that, at the Debtors' request,
Epiq should be authorized to establish accounts with financial
institutions in the name of and as agent for the Debtors.  If
certain financial products are provided to the Debtors pursuant
to Epiq's agreement with these financial institutions, Epiq may
receive compensation from the institutions for those services.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential      
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEUMANN HOMES: Wants Court Okay to Hire Skadden Arps as Counsel
---------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek authority from
the United States Bankruptcy Court for the Northern District of
Illinoisto employ Skadden, Arps, Slate, Meagher and Flom LLP and
its affiliated law practice entities as their primary bankruptcy
counsel as of Nov. 1, 2007.

The Debtors selected Skadden Arps because it is familiar with
their businesses as well as legal and financial affairs.  They
add that the firm has substantial experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under Chapter 11.

As bankruptcy counsel, Skadden Arps is expected to:

    a) advise the Debtors with respect to their powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their businesses
       and properties;

    b) attend meetings and negotiate with the creditors'
       representatives and other parties-in-interest, advise and
       consult on the conduct of the Chapter 11 cases;

    c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced
       against the estates, among others;

    d) prepare legal documents on behalf of the Debtors;

    e) protect the interests of the estates before the Court,
       any appellate courts, and the U.S. Trustee; and

    f) provide other necessary legal services and advice to the
       Debtors.

The firm would be compensated on an hourly basis, plus
reimbursement of expenses incurred for any related works
undertaken.  The firm's hourly rates range from  $680 to $950
for partners and counsel, and $340 to $765 for counsel, special
counsel and associates.

The firm received a prepetition retainer for $280,000, however,
it is less than the costs the firm incurred in representing the
Debtors before the Initial Petition Date.  Accordingly, Skadden
does not have any post-petition retainer remaining.

George N. Panagakis, Esq., at Skadden, in Chicago, Illinois,
assures the Court that the firm does not have any connection with
any of the Debtors or parties-in-interest.  He adds that Skadden
is a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential      
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEUMANN HOMES: Wants Drinker Biddle as Special Counsel
------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois for
permission to hire Drinker Biddle & Reath LLP, as special counsel,
nunc pro tunc to Nov. 1, 2007.

Under the terms of the engagement letter dated Oct. 3, 2007,
Drinker Biddle will assist in matters related to financing and
other matters as requested by the Debtors.  Specifically, the
firm is expected to:

   a) assist the Debtors dispose Precision Framing Systems, LLC;
   
   b) assist in negotiating and implementing DIP financing;
  
   c) represent the Debtors in intellectual property and certain
      litigation matters, employee labor and benefit issues; and

   d) provide other necessary legal services and advice to the
      Debtors.

The Debtors tell the Court that Drinker Biddle agreed to be
compensated on an hourly basis.  The firm's hourly rates range
from $260 to $550 for partners, counsel and associates, and
$80 to $250 for legal assistants.  In addition, the Debtors would
reimburse the firm for any costs incurred in the rendition of
services.

Dennis J. Carlin, Esq., at Drinker Biddle, in Chicago, Illinois,
tells Judge Wedoff that the firm does not hold any interest
adverse to the Debtors or their estates.  He assures Judge Wedoff
that Drinker Biddle is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential      
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


PERFORMANCE TRANS: Has Until December 23 to File Schedules
----------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the Western
District of New York, to extended the period to file their: (a)
schedules of assets and liabilities; (b) schedules of executory
contracts and unexpired leases; and (c) statements of financial
affairs to Dec. 23, 2007.

Given the size and complexity of PTS' business and financial
affairs, PTS was not able to complete the Schedules and
Statements as of the Petition Date and requires more than 15 days
after the Petition Date to complete the task, Garry M. Graber,
Esq., at Hodgson Russ, LLP, in Buffalo, New York, points out.

"Rushing to complete the Schedules and Statements soon after the
Petition Date likely would compromise the completeness and
accuracy of the Schedules and Statements," Mr. Graber says.

"The additional time requested also should help ensure that these
documents are as accurate as possible," Mr. Graber explains.  
"Given the volume of information provided in these documents and
the fact that the information is required to be accurate as of the
Petition Date, providing the Debtors with additional time will
help ensure that the relevant information is fully processed
through the Debtors' various information systems and can be
incorporated into the relevant schedules."

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts. When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).   


PERFORMANCE TRANS: Obtains Interim OK to Access Cash Collateral
---------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
was granted interim authority by the U.S. Bankruptcy Court for the
Western District of New York, to use Secured Lenders' Cash
Collateral from loans incurred before the bankruptcy filing.

"The Debtors require immediate access to their cash, cash
equivalents, and the proceeds of existing accounts receivable and
inventory to continue their ordinary course, day-to-day
operations, service their customers, and accomplish their goals of
maximizing the value of their estates through a sale for the
benefit of all stakeholders," John Stalker, chief financial
officer of Performance Transportation, said.   

Prior to bankruptcy filing, Performance Transportation obtained
funding pursuant to:

   (1) a $150,000,000 First Lien Credit and Guaranty Agreement
       dated January 26, 2007, with Goldman Sachs Credit
       Partners L.P., as syndication agent; and The CIT
       Group/Business Credit, Inc., as administrative agent and
       collateral agent; and

   (2) a $35,000,000 Second Lien Credit and Guaranty Agreement,
       dated January 26, 2007, with Wells Fargo Bank, National
       Association, which succeeded Goldman Sachs Credit
       Partners L.P. as successor syndication, administrative
       and collateral agent.

As of Nov. 19, 2007, the total outstanding principal balance
under the First Lien Credit Facility consisted of:

   -- $49,625,000 with respect to the First Lien Term Loans,

   -- $16,500,000 with respect to the First Lien Revolving
      Loans; and

   -- $72,774,945 with respect to the First Lien Letters of
      Credit.

The Debtors owe roughly $35,000,000 under the Second Lien Credit
Facility as of the Petition Date.

The proceeds of the First Lien Credit Facility are secured by a
first priority lien on substantially all of PTS' assets in favor
of CIT Group, for the benefit of the First Lien Lenders.  

The proceeds of the Second Lien Credit Facility are secured by a
second priority lien on substantially all of PTS' assets in favor
of Wells Fargo, for the benefit of the Second Lien Lenders.

As adequate protection of the Prepetition Secured Lenders'
interest in the Cash Collateral, the Debtors have proposed to
provide the Lenders replacement liens on the Cash Collateral,
other than avoidance actions under Chapter 5 of the Bankruptcy
Code.  The replacement liens are subject and subordinate to the
liens granted to the DIP Lenders and a carve-out for Clerk of
Court fees, U.S. Trustee fees, and bankruptcy professionals'
fees.

The Debtors will make interest payments in cash under the First
Lien Credit Agreement, including interest that have accrued and
remained unpaid as of the Petition Date.

The Second Lien Agent will accrue with respect to interest
payments due under the Second Lien Facility, an amount equal to
the "Base Rate" under the Second Lien Credit Agreement plus the
default rate, which will be added to the principal balance of the
obligations due under the Second Lien Facility.  The accrual of
interest with respect to the Second Lien Facility will be
provisional and conditioned upon the First Lien Secured Lenders
being paid in full.

The Debtors will also pay for the First and Second Lien Secured
Lenders' legal costs and expenses.

Any committee of unsecured creditors appointed in the case will
have 60 days from the Petition Date to file, on behalf of the
Debtors' estates, objections or complaints challenging the
validity, extent, priority, avoidability or enforceability of the
Prepetition Debt or the Prepetition Secured Lenders' liens and
security interests.

The Debtors, in consultation with FTI Consulting, Inc., their
financial advisors, have performed a review and analysis of their
projected cash needs.  Based upon that review and analysis, the
Debtors and FTI have prepared a budget outlining the Debtors'
postpetition cash needs to continue their ordinary course, day-to-
day operations and maintain viability as a going concern
postpetition.  Copies of the DIP Budget were to be provided at the
First Day Hearing and are available upon request.

The Court will convene a hearing on December 3, 2007, at 2:00 p.m.
to consider final approval of the Debtors' request.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).   


PERFORMANCE TRANS: Gets Interim Nod on $3.5 Mil. DIP Financing
--------------------------------------------------------------  
Performance Transportation Services Inc. and its debtor-
affiliates, obtained interim authority from the U.S. Bankruptcy
Court for the Western District of New York, to borrow
$3.5 million debtor-in-possession financing from Black Diamond
Commercial Finance LLC.

"The availability of interim loans under the DIP Facility will
bridge the Debtor' financing needs until the Final Hearing and
provide the necessary assurance to vendors, employees and
customers of the Debtors' ability to meet their near-term
obligations," John Stalker, chief financial officer of Performance
Transportation, said.

Previously, the Debtors requested to secure $15 million in DIP
facility.  The Debtors will use the loan proceeds for working
capital and other general corporate purposes.

According to Mr. Stalker, Performance Transportation Services
will serve as borrower under the $15,000,000 Superpriority First
Lien DIP Revolving Credit Facility to be syndicated by Black
Diamond.  PTS' domestic debtor-subsidiaries will serve as
guarantors.  Black Diamond will act as sole administrative agent,
collateral agent, bookrunner, and lead arranger.  The DIP
CreditFacility is subject to final definitive documentation.

Pursuant to Black Diamond's commitment letter and accompanying
DIP Term Sheet, the DIP Loan will incur interest at the Adjusted
LIBOR plus 450 basis points.  PTS may elect interest periods of 1,
2 or 3 months for Adjusted LIBOR borrowings.  In the event of
default, PTS will pay applicable interest rate plus 2.0% per
annum.

The Debtors are required under the DIP Facility to pay a
commitment fee equal to 100 basis points per annum on the undrawn
portion of the commitments in respect of the DIP Revolving
Facility.  The commitment fee is payable monthly in arrears after
the DIP Closing Date and upon the termination of the commitments,
calculated based on the number of days elapsed in a 360-day year.

The Debtors are required to pay certain other fees required
pursuant to a fee letter.  The Debtors must also indemnify Black
Diamond and any other members of the lending consortium for any
liabilities related to the DIP Credit Facility.

The Debtors' obligations under the DIP Revolving Facility will be
entitled to superpriority claim status pursuant to Section
364(c)(1) of the Bankruptcy Code and secured by a perfected lien
on all of the Debtors' assets pursuant to Section 364(c)(2).  The
DIP liens will be senior to the liens that secure the Debtors'
obligations under:

   (a) the First Lien Credit and Guaranty Agreement, dated
       January 26, 2007, with Goldman Sachs Credit Partners
       L.P., as syndication agent, and The CIT Group/Business
       Credit Inc., as administrative agent and as collateral
       agent; and

   (b) the Second Lien Credit and Guaranty Agreement dated
       January 26, 2007.

Entities managed by Black Diamond Capital Management, L.L.C., and
its subsidiaries or affiliates hold in excess of 50% of the
principal amounts outstanding under the First Lien Credit
Facility.  The Debtors owe roughly $139,000,000 under the First
Lien Credit Facility.

The DIP liens are subject to a carve-out for Clerk of Court fees,
U.S. Trustee fees, and bankruptcy professionals' fees.

The DIP Revolving Facility must be repaid in full, and the
Commitment will terminate, at the earliest of:

   -- May 19, 2007, six months after the Petition Date;

   -- the substantial consummation of a plan of reorganization
      confirmed in the Debtors' cases; and

   -- the acceleration of the loans and the termination of the
      Commitment.

The Debtors will default under the DIP Facility if they fail to
timely satisfy these intermediate milestones:

   (i) Distribute an information package to potentially buyers
       interested in acquiring the Debtors' assets by not later
       than 20 days after the Court grants interim approval of
       the DIP Facility;

  (ii) File a motion to sell the Debtors' assets pursuant to
       Section 363 of the Bankruptcy Code and a motion to
       approve bid procedures with respect to the sale by not
       later than 5 days after the entry of the Interim Order;

(iii) The entry of an order by the Court approving bid
       procedures for the sale of the Debtors' assets by not
       later than 40 days after the filing of the Sale Motion;

  (iv) An auction with respect to the sale of the Debtors'
       assets, if necessary, must occur by not later than 10
       days after Court approval of the bid procedures;

   (v) The entry of an order by the Court approving the sale of
       the Debtors assets by not later than 5 days after the
       conclusion of the auction; and

  (iv) Consummation of the sale of the Debtors' assets by not
       later than 15 days after approval of the Sale.

The Court will convene a hearing on Dec. 3, 2007, at 2:00 p.m. to
consider final approval of the Debtors' request.

                        About PTS

Performance Transportation Services, Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).   


PERKINELMER INC: Inks $300 Mil. Unsecured Interim Credit Facility
-----------------------------------------------------------------
PerkinElmer Inc. disclosed in a regulatory filing on Form 8-K with
the U.S. Securities and Exchange Commission that on Nov. 14, 2007,
it entered into a $300 million unsecured interim credit facility
among Bank of America N.A. as administrative agent and certain
lenders party thereto.  The company drew down all of the funds
available under this bridge facility on the same day to pay the
consideration for PerkinElmer's acquisition of ViaCell Inc. which
was completed on Nov. 14, 2007.

The total purchase price paid by PerkinElmer for this acquisition,
including fees and expenses, was approximately $313 million in
cash.

This interim credit facility matures on March 31, 2008, at which
point all amounts outstanding are due in full.  PerkinElmer may
allocate all or a portion of its indebtedness under this interim
credit facility to interest based upon either the Eurocurrency
rate plus a margin or the base rate, which is the higher of (1)
the corporate base rate announced from time to time by Bank of
America N.A. and (2) the Federal Funds rate plus 50 basis points.
The Eurocurrency margin for this interim credit facility as of
Nov. 14, 2007 was 62.5 basis points.

The agreement for this facility contains affirmative, negative and
financial covenants and events of default customary for financings
of this type and consistent with those contained in the agreement
for PerkinElmer's current unsecured revolving credit facility
among PerkinElmer and Wallac Oy as borrowers, Bank of America N.A.
as administrative agent, Swing Line lender and L/C issuer, and
other lenders party thereto.  The loan may be prepaid without
premium or penalty with notice to the administrative agent.  In
the event PerkinElmer issues or sells new equity interests outside
the ordinary course of business or incurs additional indebtedness,
PerkinElmer shall prepay an amount equal to the net cash proceeds
from such issuance or incurrence, as described in the Credit
Agreement.  In addition, if any amount of principal of the loan is
not paid when due, the applicable interest rate increases to the
default rate, which is the applicable rate plus 2%.

A full-text copy of Credit Agreement is available for free at:

               http://researcharchives.com/t/s?25bd

                      About PerkinElmer Inc.

Headquartered in Waltham, Massachussetts, PerkinElmer Inc.
(NYSE: PKI) -- http://www.perkinelmer.com/-- is a provider of
scientific instruments, consumables and services to the
pharmaceutical, biomedical, environmental testing and general
industrial markets, commonly referred to as the health sciences
and photonics markets.  The company designs, manufactures, markets
and services products and systems within two business segments:
Life and Analytical Sciences and Optoelectronics.  The health
sciences markets include all of the businesses in the company's
Life and Analytical Sciences segment and the medical imaging
business, well as elements of the medical sensors and lighting
businesses in the company's Optoelectronics segment.  The
photonics markets include the remaining businesses in the
company's Optoelectronics segment.

                        *     *     *

In November 2005, Moody's placed the company's subordinate debt
rating at Ba1.  The rating still holds to date with a stable
outlook.


PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Petro Acquisitions, Inc.
             3955 Alexandria Pike
             Cold Spring, KY 41076

Bankruptcy Case No.: 07-15723

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 27, 2007:

        Entity                                     Case No.
        ------                                     --------
        O.V. Acquisition, Inc.                     07-15754
        Petro Supply, Inc.                         07-15755
        A.F.M. 29008, Inc.                         07-15756
        C.F.M. #29016, Inc.                        07-15757
        C.F.M. #29027, Inc.                        07-15758
        A.F.M. 29041, Inc.                         07-15761
        C.F.M. # 2943, Inc.                        07-15762
        Shivsagar Corp.                            07-15763
        Greenfield Convenient #2955, Inc.          07-15764
        C.F.M. #29056, Inc.                        07-15765
        A.F.M. 29061, Inc.                         07-15766
        A.F.M. 29065, Inc.                         07-15767
        C.F.M. 29069 Inc.                          07-15768
        Owenton Cenvenient, Inc.                   07-15769
        A.F.M.-Remington 86, Inc.                  07-15770
        A.F.M.-Crookshank 87, Inc.                 07-15771
        Bhavi & Giri, Inc.                         07-15772
        C.F.M. #29098 Inc.                         07-15773
        A.F.M. Dry Ridge 106, Inc.                 07-15774
        A.F.M. 29107, Inc.                         07-15776
        A.F.M. 29114, Inc.                         07-15777

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 17, 2007:

        Entity                                     Case No.
        ------                                     --------
        Waco Acquisitions, Inc.                    07-15630
        A.F.M. 802, Inc.                           07-15631
        A.F.M. 803, Inc.                           07-15632
        A.F.M. 804, Inc.                           07-15634
        A.F.M. 808, Inc.                           07-15635
        A.F.M. 809, Inc.                           07-15636
        A.F.M. 811, Inc.                           07-15637
        A.F.M. 813, Inc.                           07-15638
        A.F.M. 817, Inc.                           07-15639

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 12, 2007:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 805, Inc.                           07-15511
        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

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 5, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Acquisition, Inc.                07-15378
        Gillespie Wholesale, Inc.                  07-15379
        A.F.M. 711, Inc.                           07-15381
        A.F.M. 712, Inc.                           07-15383
        A.F.M. 713, Inc.                           07-15384
        A.F.M. 714, Inc.                           07-15386
        A.F.M. 716, Inc.                           07-15388
        Jackson Center 717, Inc.                   07-15389
        A.F.M. 717, Inc.                           07-15390
        A.F.M. 720, Inc.                           07-15392
        A.F.M. 721, Inc.                           07-15393
        A.F.M. 722, Inc.                           07-15394
        A.F.M. 723, Inc.                           07-15396

Type of Business: Petro Acquisitions Inc., operates and franchises
                  140 AmeriStop gas stations and convenience
                  stores in Ohio, Kentucky and Indiana.

                  The company's wholly-owned subsidiary Gillespie
                  Acquisition, Inc.  filed for Chapter 11
                  protection with 13 affiliates on November 5
                  (Bankr. S.D. Ohio Lead Case No. 07-15378).

                  Waco Acquisitions, Inc., another of Petro's
                  wholly-owned subsidiary, filed for bankruptcy
                  with eight affiliates on November 17 (Bankr.
                  S.D. Ohio. Lead Case No. 07-15630).

                  A.F.M. 805, Inc. and eight affiliates, are
                  subsidiaries of Waco Acquisition and filed for
                  Chapter 11 on November 12 (Bankr. S.D. Ohio Lead
                  Case No. 07-15511).

                  Ohio Valley A.F.M., Inc., a subsidiary of OV
                  Acquisition, which in turn is a subsidiary of
                  Waco Acquisition, also filed for bankruptcy of
                  November 12 (Bankr. S.D. Ohio under Case No.
                  07-15511).

                  The case summaries of the bankruptcy petitions
                  of Petro's subsidiaries was published in the
                  Troubled Company Reporter on Nov. 20, 2007.

Chapter 11 Petition Date: November 21, 2007

Court: Southern District of Ohio (Cincinnati)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Petro Acquisitions' affiliates that filed their voluntary Chapter
11 petitions on Nov. 27, have yet to file a list of their 20
largest unsecured creditors.


POLAR MOLECULAR: Selling Fuel Tech Patents & Trademarks on Jan. 14
------------------------------------------------------------------
Polar Molecular Corp., a wholly owned subsidiary of Polar
Molecular Holding Corporation, will sell its patents and
trademarks, which concern fuel additive technology designed to
control combustion chamber deposits and reduce octane requirements
of gasoline engines, at 10:00 a.m. on Jan. 14, 2008, under Uniform
Commercial Code Article 9.

The assets will be sold as a single unit without warranty of
title, possession, quiet enjoyment or any other warranty.  Minimum
bid increment will be $25,000 until $1 million.  The foreclosing
creditor may bid up to about $1.25 million.

The highest bidder must wire transfer the first $500,000 of its
bid at the conclusion of the auction and the balance within two
business days.  Failure to complete payment will cause forfeiture
of the amount paid, and permit, but not require, sale to the next
highest bidder.

Headquartered in Denver, Colorado, Polar Molecular Holding Corp.
(Nasdaq:POMH) -- http://www.polarmolecular.com/-- sells a  
proprietary line of fuel additives for gasoline, diesel and
industrial heating oils under the trademarked name DurAlt(R) FC.  
The patented technology optimizes engine combustion, thereby
improving fuel mileage and decreasing emissions.  


POPE & TALBOT: PwC Recommends Extension of Stay Period to Jan. 15
-----------------------------------------------------------------
PricewaterhouseCoopers Inc., the court-appointed Monitor in Pope &
Talbot Inc. and its debtor-affiliates' CCAA proceedings, has
recommended to the Superior Court of Justice (Commercial List) for
the Province of Ontario, in Canada, that the Applicants' request
for an extension of the stay period to Jan. 15, 2008, be granted.

As reported in the Troubled Company Reporter on Nov. 5, 2007, the
Hon. Justice Geoffrey B. Morawetz held that until and including
Nov. 23, 2007, no proceeding or enforcement process in any court
or tribunal will be commenced or continued against or in respect
of the Applicants, the Partnerships or PricewaterhouseCoopers
Inc., the court-appointed Monitor, or affecting the Applicants'
business or property except with the written consent of the
Applicants, the Partnerships and the Monitor, or with leave of the
CCAA Court.   

The Monitor has asserted in its second report to Mr. Justice
Morawetz dated Nov. 20, 2007, that the Applicants require
additional time to determine and implement the appropriate next
steps toward their restructuring.

"An extension of the stay period is needed to provide the
stability required during that time," the Monitor said.

The Monitor believes that, based on information currently
available, creditors would not be materially prejudiced by an
extension of the stay period to Jan. 15, 2008.

"The Applicants have acted and are acting in good faith and with
due diligence and that circumstances exist that make an extension
of the stay period appropriate," the Monitor maintained.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Obtains Interim Authority to Borrow Up to $68 Mil.
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware  
has granted Pope & Talbot Inc. and its debtor-affiliates
authority, on an interim basis, to borrow up to $68,000,000 from
Wells Fargo, Ableco Finance, and other DIP lenders.

The Debtors related that their inability to obtain sufficient
liquidity and to make critical payments on certain obligations on
a timely basis would result in a permanent and irreplaceable
value to the detriment of their estates.  Thus, the Debtors
determined that they would require debtor-in-possession financing
to meet their ongoing liability needs.

After review and deliberation and in accordance with the advice
of Rothschild Inc., the Debtors entered into a DIP Loan Agreement
dated Nov. 19, 2007, with Wells Fargo Financial Corporation
Canada, as administrative agent, Ableco Finance LLC, as
collateral agent; and certain other lenders.

The DIP facility is comprised of:

   (1) a revolving credit facility of up to $71,062,301, and

   (2) a multi-draw term loan B credit facility of up to
       $18,000,000.

The DIP facility also includes a $17,062,301 subfacility for the
issuance of letters of credit.

The DIP Loan Agreement is principally designed as a mechanism to
achieve the sales of substantially all of the Debtors' ongoing
business, Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, says.  The DIP Loan Agreement
contemplates that the proposed sales will be completed prior to
Feb. 15, 2008.

                          Loan Proceeds

Available financing and advances under the DIP Loan Agreement
will be made to fund the Debtors' working capital and general
corporate needs, including professional fees as approved by the
Court, the Court ruled.

Upon final approval of the DIP facility, proceeds of the DIP
loans will also be used to:

   -- repay all prepetition revolver obligations in full;

   -- pay all accrued and unpaid interest and letter of credit
      fees in respect of the DIP loans; and

   -- pay fees and expenses of the DIP lenders in respect of the
      DIP Loan Agreement and prepetition loan facilities.

The DIP lenders are granted superpriority administrative expense
status pursuant to Section 364(c)(1) of the Bankruptcy Code.

As security for the DIP obligations, the DIP lenders are granted,  
subject and subordinate in priority of payment only to the carve-
out and the permitted priority liens:

   -- first priority, perfected security interests and liens, in
      and on all postpetition collateral,

   -- first priority, perfected security interests in and liens
      on all of the Debtors' currently owned and after acquired
      unencumbered property, and

   -- solely with respect to the term loan priority collateral,
      junior priority, perfected security interests in and liens
      on all of the Debtors' property.

                          Interest Rate

The revolver loans are subject to a 5% Eurodollar loan interest
and a 4% base rate loan interest.

The term loans are subject to a 9.75% Eurodollar loan interest
and a 8.75% base rate loan interest.

Upon an event of default, the loans are subject to default
interest at a rate of 2% in excess of the rate of interest
otherwise in effect.

                          Maturity Date

The DIP facility will terminate on the earlier of:

   (i) Feb. 15, 2008;

  (ii) the date of both (x) the effective date and substantial
       consummation of a chapter 11 plan of reorganization and
       (y) the effective date and implementation of a plan of
       compromise or arrangement in the CCAA proceedings;

(iii) 30 days after the entry of the applicable interim
       bankruptcy court order if the applicable final bankruptcy
       court order has not been entered by the U.S. Bankruptcy
       Court and if the Canadian DIP order has not been made by
       the Canadian bankruptcy court, in each case, on or prior to
       that date;

  (iv) the date on which the stay of the CCAA proceedings
       expires;

   (v) the date of the closing of a sale of all or substantially
       all of the the Debtors' assets pursuant to Section 363 of
       the Bankruptcy Code and the CCAA;

  (vi) an earlier date on which all DIP loans and other
       extensions of credit will become due and payable in
       accordance with the terms of DIP Loan Agreement and other
       DIP loan documents.

                            Carve Out
                                                                             
           
The DIP Loan Agreement contains a "carve-out" for the payment of
certain professional fees and the U.S. Trustee fees.  The scope
of the carve-out in the DIP Loan Agreement also provides carve-
outs for (i) the Debtors' operating expenses incurred pursuant to
the budget as of the acceleration date or the final maturity
date, (ii) accrued payroll and related expenses for the two-week
period immediately preceding any such date, and (iii) the
"Directors' Charge" provided in the CCAA initial order.

                              Fees

The Debtors will pay for the account of each revolving credit
lender, a commitment fee for the period from and including the
date of the DIP Loan Agreement to the last day of the revolving
credit commitment period.  The commitment fee is computed at the
commitment fee rate of 0.5% per annum on the average daily amount
of the available revolving credit commitment.

The Debtors will pay the lenders a non-refundable $600,000 fee at
the closing of the DIP facility.

                         Other Provisions

The DIP facility also provides for mandatory prepayment
provisions, and customary events of default.

Until all fees and all other DIP obligations have been paid in
full, it will deemed an event of default under the DIP loan
documents if the Debtors fail to:

   A. In the case of the Debtors' wood products business:

      * obtain by Nov. 30, 2007, Court approval of procedures
        for sale of substantially all of the wood business
        assets;  

      * conduct, on or before Dec. 20, 2007, one or more
        auctions for the sale of substantially all of the wood
        business assets;

      * obtain, on or before Jan. 8, 2008, Court approval of
        the sale of substantially all of the wood business
        assets; and

      * consummate no later than Jan. 31, 2008, one or more
        sale of substantially all of the wood business assets.

   B. In the case of the Debtors' pulp business

      * obtain by Dec. 7, 2007, Court approval of procedures
        for sale of substantially all of the pulp business
        assets;  

      * conduct, on or before Jan. 22, 2008, one or more
        auctions for the sale of substantially all of the pulp
        business assets;

      * obtain, on or before Jan. 28, 2008, Court approval of
        the sale of substantially all of the pulp business
        assets; and

      * consummate no later than the final maturity date of the
        DIP loans, one or more sale of substantially all of the
        wood business assets.

A full-text copy of the DIP Loan Agreement is available for free
at http://researcharchives.com/t/s?25b7

The DIP motion is subject to approval of the Bankruptcy Court and
the CCAA Court.

                        Monitor's Comments

PricewaterhouseCoopers Inc., as monitor in the proceedings
commenced by the Debtors under the Companies' Creditors
Arrangement Act of Canada, says that while it has not been
involved in the negotiation of the DIP Loan Agreement, it
understands that the loan agreement represents the only
additional financing currently available to them.

Accordingly, the Monitor supports the Debtors' entering into the
DIP Loan Agreement.

The DIP Loan Agreement though, the Monitor points out, provides  
significant restrictions and limitations on the Debtors' ability
to operate their businesses as well as restrictions on the
Debtors' restructuring alternatives, which include a compulsory
sale process and timeline.  

"It is possible that the [Debtors] could be in default of its
obligations prior to the final maturity date, and the DIP lender
could exercise its enforcement rights and remedies under the DIP
Loan Agreement," Greg Watson, president of PwC, says.

According to the Monitor, it has informed the Debtors and the DIP
lenders of its preliminary observations with respect to the
timing of the sales process and the need to ensure that there is
sufficient time and ability for potential purchasers to fully
consider and participate in the sales process.  The Monitor
maintains that it intends to discuss the sales procedure and
timelines with the Debtors and the DIP lenders.

The Monitor adds that its counsel has completed a preliminary
review of the security granted by the Debtors to the lenders
under the DIP Lredit Agreement.  The Monitor's counsel has
concluded that the lenders' security are valid and enforceable in
accordance with their terms and perfected in registration in
Ontario.  The counsel is awaiting results necessary to confirm
similar conclusions with respect to British Columbia.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Obtains Interim Nod to Use of Cash Collateral
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Pope & Talbot Inc. and its debtor-affiliates,
authority, on an interim basis, to use the lenders' cash
collateral in the Debtors' existing bank operating accounts in an
amount not to exceed $14,800,000.

Prior to the bankruptcy filing, the Debtors borrowed money from
Wells Fargo Financial Corporation Canada, as administrative agent;
Ableco Finance LLC, as term loan B agent and collateral agent;
and certain other lenders pursuant to a credit agreement dated
June 2006, as subsequently amended.  The prepetition credit
agreement provided for:

   * a term loan B facility of $130.5 million,
   * a term loan C facility of $119.5 million, and
   * a revolving credit facility of up to $75 million.

The Debtors other than Pope & Talbot Ltd. guaranteed P&T Ltd.'s
obligations under the prepetition credit agreement.  P&T Ltd.'s   
prepetition obligations and the Debtor guarantors' obligations
are secured by substantially all of the Debtors' assets.

As of Oct. 29, 2007, the Debtors' prepetition obligations that
remained outstanding are:

                                              Aggregate
     Category                                Principal Amt.   
     --------                                --------------
     Prepetition revolving loan obligations    $37,196,614
     Prepetition term loan obligations        $185,440,383
     Prepetition letters of credit             $17,155,183
     Prepetition bank product obligations       $7,944,908

Pursuant to a Forbearance Agreement with the Debtors, the
prepetition lenders implemented a mechanism for sweeping the
Debtors' bank accounts on a daily basis prior to the bankruptcy
filing.  Accordingly, the Debtors had minimal cash on hand as of
Oct. 28, 2007, the date they filed for voluntary application
under the Companies' Creditors Arrangement Act.  

Subsequently, pursuant to the CCAA initial order, the prepetition
lenders were stayed from sweeping cash from P&T Ltd.'s bank
accounts and the Debtors were authorized to use the cash that
they had in their accounts and any cash receipts from their
outstanding accounts.

As of the bankruptcy filing, the Debtors estimate that they have
approximately $4,000,000 in their bank accounts.

Pope & Talbot Inc. president and chief executive officer Harold
N. Stanton says that the Debtors require the continued use of any
cash that they may have, as well as any cash receipts from
outstanding accounts that they receive after the bankruptcy
filing, to continue to (i) finance their operations, (ii) make
essential payments like employee wages, payroll and other taxes,
and (iii) for the purchase of goods, materials and other general
corporate and working capital purposes in the ordinary course of
the Debtors' businesses.

The Debtors, with the assistance of advisors, have prepared a
weekly projection of their cash and expenditures for the 14
weeks.  A full-text copy of the Debtors' forecast of cash flows
commencing as of the week ending Nov. 2, 2007, through and
including the week ending Feb. 29, 2008, is available for
free at http://researcharchives.com/t/s?25bc

As adequate protection for the diminution in value or amount of
the prepetition collateral, the prepetition lenders will be
granted superpriority administrative expenses claims and
replacement liens in the postpetition collateral.

Pope & Talbot Inc. president and chief executive officer Harold
N. Stanton clarifies that the cash collateral use will be subject
to the prior written consent of the prepetition lenders as to
amount and use.

Any committee or party-in-interest may challenge the validity,
priority, enforceability, amount or extent of the lenders' lien.  
Any committee appointed in the case or any other party-in-
interest with requisite standing may commence an action until:

   (i) 60 days after the appointment by the U.S. Trustee of a
       statutory creditors' committee in the Debtors' cases; or

  (ii) 75 days after the entry of a final DIP order if no
       creditors' committee is appointed.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products     
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' initial CCAA Stay expires
on Nov. 23, 2007.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PRIVA INC: Files Proposal to Creditors Under BIA
------------------------------------------------
Priva Inc. filed a proposal for its creditors pursuant to the
Bankruptcy and Insolvency Act with RSM Richter Inc., a licensed
trustee, on Nov. 23, 2007.

The Proposal provides for a basket of $150,000 to be distributed
amongst the preferred and unsecured creditors of Priva.  If
accepted by the statutory majorities of creditors, Priva will
apply to the Superior Court of Quebec for approval of the
Proposal.  If approved by the Court, the Proposal will be binding
on all creditors subject thereto and Richter will distribute
dividends to the creditors in accordance with the terms of the
Proposal.

On Oct. 26, 2007, Priva filed a notice of intention to file a
proposal to its creditors pursuant to the Bankruptcy and
Insolvency Act.  Concurrently with the filing of the Notice, Priva
applied for, and obtained, an order from the Superior Court of
Quebec appointing RSM Richter Inc. as Interim Receiver to certain
of its assets.

At the same time, the Superior Court of Quebec authorized Priva to
file articles of amendment to change its name.  Priva had until
Nov. 26, 2007 to file a proposal to its creditors or to request an
extension.

Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) --  
http://www.priva-inc.com/-- is a manufacturer, distributor and    
marketer of an assortment of absorbent, waterproof textile
products sold to retailers in Canada, the U.S., the U.K.,
Australia and Spain, with export sales representing just about 67%
of sales.  Priva's products for adults are sold under the Priva
and AmericareTM labels; children's products are marketed under the
"SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti-
allergen products are sold under the QuorumTM and Zip & Block
labels.

At June 30, 2007, Priva Inc.'s balance sheet showed total assets
of $3.12 million and total liabilities of $3.2 million, resulting
to a shareholders' deficit of $0.08 million.

In October 2007, the Superior Court of Quebec appointed RSM
Richter Inc. as interim receiver to certain of Priva's assets and
authored the sale of the majority of those assets to Fiberlinks
Textiles Inc.


QUEBECOR WORLD: To Suspend Dividends on Preferred Shares
--------------------------------------------------------
Quebecor World Inc. is suspending dividend payments on its Series
3 and Series 5 Preferred Shares.  While the company has the funds
available to pay such dividends, it has been advised by counsel
that as a result of recent developments, the company may be
prevented from paying dividends to holders of its preferred shares
because it may not satisfy the applicable capital adequacy test
contained in the Canada Business Corporations Act.

In order to rectify this situation, the company intends to propose
to its shareholders at its next annual shareholders meeting
scheduled for May 2008 a reduction of stated capital as permitted
under the CBCA to allow the company to resume paying dividends,
including accrued, unpaid dividends.  The company notes that the
dividends on the Series 3 and Series 5 preferred shares (including
dividends that were to be paid on Dec. 1, 2007) are cumulative and
holders will be entitled to receive unpaid dividends, when
declared by the Board of Directors, at such time as the company is
permitted to resume the payment of dividends.

The company also disclosed that one of its directors, Robert
Coallier has resigned from the Board of Directors for personal
reasons which are unrelated to the announcement.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides     
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia.  In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                            *     *     *

As reported in yesterday's Troubled Company Reporter, Moody's
Investors Service placed Quebecor World Inc.'s long term debt
ratings on review for possible downgrade and downgraded the
company's speculative grade liquidity rating to SGL-4 (indicating
poor liquidity).  The rating action responds to the company's Nov.
20 announcement that "adverse current financial market conditions"
had caused it to withdraw "its refinancing plan involving an offer
of approximately CDN$250 million of its equity shares, an offer on
a private placement basis of an aggregate of $500 million of new
debt securities and amendments to the Company's secured credit
facilities".

Moody's also placed these ratings on review for possible
downgrade: B3 Corporate Family Rating; Caa1 Senior Unsecured
Regular Bond/Debenture; and B3 Probability of Default Rating,
Placed.

As reported in the Troubled Company Reporter on Nov. 22, 2007
Standard & Poor's Ratings Services has lowered its ratings on
Quebecor World Inc. by one notch, including the long-term
corporate credit rating to 'B-' from 'B'.


RAM HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: R.A.M. Holdings, L.L.C.
             N1711 Ryan Road
             Lodi, WI 53555

Bankruptcy Case No.: 07-14653

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Interstate Properties, Inc.                07-14654

Chapter 11 Petition Date: November 23, 2007

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Marti

Debtors' Counsel: J. David Krekeler, Esq.
                  Krekeler Strother, S.C.
                  15 North Pinckney Street
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
R.A.M. Holdings, L.L.C.     $1 Million to          $1 Million to
                            $100 Million           $100 Million

Interstate Properties, Inc. $1 Million to          $1 Million to
                            $100 Million           $100 Million

The Debtors do not have any unsecured creditors who are not
insiders.


SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
November 26, 2007:

      Entity                                     Case No.
      ------                                     --------
      Monmouth Road Brokers, L.L.C.              07-27357

Debtor-affiliate filing separate Chapter 11 petition on
October 31, 2007:

      Entity                                     Case No.
      ------                                     --------
      Monmouth Consulting Services, L.L.C.       07-25913

Debtor-affiliate filing separate Chapter 11 petition on
October 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Land, L.L.C.                          07-25349
      Dwek Motors, L.L.C.                        07-25350

Debtor-affiliate filing separate Chapter 11 petition on
October 15, 2007:

      Entity                                     Case No.
      ------                                     --------
      170 Broad, L.L.C.                          07-24922

Debtor-affiliate filing separate Chapter 11 petition on
October 12, 2007:

      Entity                                     Case No.
      ------                                     --------
      Copper Gables, L.L.C.                      07-24829
      Dwek Homes, L.L.C.                         07-24832
      Myrtle Avenue Land, L.L.C.                 07-24835
      Dwek Wall Gas, L.L.C.                      07-24836
      Grant Avenue Estates, L.L.C.               07-24837
      Neptune City Stores, L.L.C.                07-24839

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliate that filed on
November 26, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Monmouth Road Brokers, L.L.C.        $650,000       $0

Financial condition of debtor-affiliate that filed on
October 31, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Monmouth Consulting Services, L.L.C.   $1,100,198            $0

Financial condition of debtor-affiliate that filed on
October 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Dwek Land, L.L.C.                      $4,415,000      $619,085
Dwek Motors, L.L.C.                    $1,290,000        $7,044

Financial condition of debtor-affiliate that filed on
October 15, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
170 Broad, L.L.C.                      $2,900,000    $1,400,518

Financial condition of debtor-affiliates that filed on
October 12, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Copper Gables, L.L.C.               $1,100,000    $5,393,910
   Dwek Homes, L.L.C.                 $11,508,847    $6,623,529
   Myrtle Avenue Land, L.L.C.          $1,251,362       $73,744
   Dwek Wall Gas, L.L.C.                 $375,000            $0
   Grant Avenue Estates, L.L.C.        $6,200,100   $31,896,093
   Neptune City Stores, L.L.C.         $1,100,000    $5,393,910

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f     

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.

D. Copper Gables, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shore Mechanical Services                                $1,541
407 N. Riverside Drive
Neptune, NJ 07753

N.J. American Water Co.          Utilities               $1,072
Box 371331
Pittsburgh, PA 15250-7331

J.C.P.&L.                        Utilities               $1,070
P.O. Box 3687
Akron, OH 44309-3687

Cutting Edge Lawn Service,       Landscaping             $1,070
L.L.C.

Coastal Property  Maintenance,   Property                  $389
L.L.C.                           Maintenance

E. Dwek Homes, LLC's List of its 15 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Lakewood             1745 Ridge             Unknown
212 Fourth Street                Avenue,
Lakewood, NJ 08701               Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $345,000

                                 178 Williamsburg       Unknown
                                 Lane, Lakewood,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $165,000

                                 335 Woodlake           Unknown
                                 Manor Drive,
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $155,000

                                 627 River Avenue,      Unknown
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $275,000

Coventry Square Condominium                              $1,085
Association
445 East Kennedy Boulevard
Lakewood, NJ 08701

Coastal Property Maintenance,                              $963
L.L.C.
167 Monmouth Road
Oakhurst, NJ 07755

N.J. Natural Gas Co.                                        $28

David Shoenfeld                  Lease                  Unknown

Oscar Rugama                     Lease                  Unknown

Pablo Ortega                     Lease                  Unknown

Raul Gonzalez                    Lease                  Unknown

Rosalina Vega                    Lease                  Unknown

Senaia Rosonicic                 Lease                  Unknown

Tia Askew                        Lease                  Unknown

Tiffany Strand                   Lease                  Unknown

Tisha Covington                  Lease                  Unknown

Capital Property Management,     Property               Unknown
L.L.C.                           Management

Dickstein Associates Agency      insurance              Unknown

F. Myrtle Avenue Land, LLC does not have any creditors who are
   insiders.

G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property               Unknown
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      insurance              Unknown
4001 Asbury Avenue
Neptune, NJ 07753

H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Franey Muha Alliant                                      $3,939

Hochberg, Addeo & Associates,                              $670
L.L.C.

Coastal Property Maintenance,    Property                  $264
L.L.C.                           Maintenance

Dickstein Associates Agency                                $250

I. Neptune City Stores, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $6,200
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

J. 170 Broad, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector                    Commercial             unknown
Township of Red Bank             Building located
90 Monmouth Street               at 170 Broad
Red Bank, NJ 07701               Street, Red Bank,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua,
                                 L.L.C., transferred
                                 pursuant to Interim
                                 Settlement; value
                                 of security:
                                 $2,900,000; value
                                 of senior lien:
                                 $1,394,810

J.C.P.&L.                        Utilities               $4,923
P.O. Box 3687
Akron, OH 44309-3687

Fly by Night Cleaning Service    Trade debt                $786

K. Dwek Land, LLC's Eight largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

The Hartford                                             $1,931
P.O. Box 580
Hartford, CT 06104-2907

Miller Lawn Care Service,                                  $481
L.L.C.
200 Court Place
Brick, NJ 08723

Dickstein Associates Agency                                $100

Brick Township Municipal         Utilities                  $91
Authorities

New Jersey American Water Co.                                $8

New Jersey Natural Gas Co.                                   $5

J.C.P.&L.                                                    $2

L. Dwek Motors, LLC's Five largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    Property                  $749
L.L.C.                           Maintenance - J.
167 Monmouth Road                Dwek
Oakhurst, NJ 07755

Capital Property Management,     Property                  $500
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service,       Landscaping,- J.          $428
L.L.C.                           Dwek
17 tall Oaks Drive
Hazlet, NJ 07730

The Cumberland Insurance Group   Property insurance        $352
                                 - J. Dwek

Atlantic Lock & Safe             J. Dwek                    $80

M. Monmouth Consulting Services, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Neptune              1335 -10th Avenue      Unknown
25 Neptune Boulevard             Neptune, NJ;
Neptune, NJ 07753                value of security:
                                 $600,000

N. Monmouth Road Brokers, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Unknown                          real estate;      unknown
                                 value of
                                 security:
                                 $650,000

Unknown                                            unknown


TEKTRONIX INC: Completes $2.8 Bil. Merger Deal with Danaher
-----------------------------------------------------------  
Danaher Corporation has completed the merger of its indirect
wholly owned subsidiary into Tektronix Inc.

On Oct. 15, 2007, the company reached a definitive agreement under
which Danaher will make a cash tender offer to acquire all of the
outstanding common shares of Tektronix for $38 per share.   The
aggregate purchase price is approximately $2.8 billion, including
debt, transaction costs and net of cash acquired.

The board of directors of Tektronix has unanimously recommended
that Tektronix shareholders accept and tender their shares into
the offer, which represents a premium of approximately 34% to
Tektronix's closing price on Oct. 12, 2007.

The companies also disclosed the expiration, as of 11:59 PM, New
York City time, on Nov. 20, 2007, of the subsequent offering
period in the tender offer made by Raven Acquisition Corp.,
Danaher's indirect wholly owned subsidiary, for all of the
outstanding shares of Tektronix Inc. common stock.  The initial
tender offer period expired on Nov. 15, 2007.

According to the final report of the depositary for the offer, as
of the expiration of the subsequent offering period, a total of
approximately 69,094,604 shares of Tektronix common stock had been
validly tendered and not withdrawn into the offer, including
shares tendered during the subsequent offering period and
excluding shares previously tendered pursuant to guaranteed
delivery procedures that were not actually delivered.

Stockholders who validly tendered and did not withdraw their
shares will promptly receive the offer price of $38 per share, net
to the seller in cash without interest.  As a result of these
purchases in the tender offer and subsequent offering period,
Danaher, through Raven Acquisition Corp., now owns over 90% of the
outstanding shares of Tektronix common stock.

Raven will promptly acquire all of the remaining outstanding
shares of Tektronix common stock by means of a short-form merger
under Oregon law.  In the merger, Raven will merge with and into
Tektronix, and Tektronix will become an indirect wholly owned
subsidiary of Danaher.

Tektronix's common stock will now cease to be traded on the New
York Stock Exchange.  Detailed instructions will be mailed to
former Tektronix stockholders who did not tender their shares into
the offer outlining the steps to be taken to obtain the merger
consideration of $38 per share in cash, without interest.

The closing of the merger and the cessation of trading of
Tektronix's common stock on the New York Stock Exchange are each a
"fundamental change" under the terms of the indenture governing
Tektronix's $345 million aggregate principal amount 1.625% Senior
Convertible Notes due 2012, which entitles the noteholders to
convert their notes into a cash amount based on
the value of a certain number of common shares to be determined by
a formula set forth in the indenture.

                   About Danaher Corporation

Headquartered in Washington, DC, Danaher Corporation (NYSE:DHR) --
http://www.danaher.com/ -- is a manufacturer of Professional  
Instrumentation, Medical Technologies, Industrial Technologies and
Tools and Components.

                      About Tektronix Inc.

Headquartered in Beaverton, Oregon, Tektronix Inc. (NYSE:TEK) --
is http://www.tektronix.com/-- is a supplier of test,  
measurement, and monitoring products, solutions and services for
the communications, computer, consumer electronics, and education
industries -- well as military/aerospace, semiconductor, and a
broad range of other industries worldwide.  With 60 years of
experience, Tektronix enables its customers to design, build,
deploy, and manage next-generation global communications networks,
computing and advanced technologies.  Tektronix has operations in
19 countries worldwide.

                            *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Tektronix Inc. on
CreditWatch with positive implications, following the announcement
that the company will be acquired by 'A+' rated Danaher Corp. for
$2.85 billion.


TRANSOCEAN INC: Moody's Slices Preferred Shelf Rating to (P)Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
for Transocean Inc. to Baa2 from Baa1 in conjunction with the
pending merger with GlobalSantaFe.  Moody's also downgraded GSF's
senior unsecured ratings to Baa2 from Baa1 as Transocean will be
assuming the debt for GSF.  This concludes the ratings review for
both Transocean and GlobalSantaFe.  The outlook is stable.

"The downgrade to Baa2 reflects the significant increase in
leverage that is being used to fund the $15 billion stock
repurchase component of the merger" said Moody's Vice President-
Senior Analyst, Ken Austin.  "While the combined company will form
the largest offshore drilling company in the world and currently
holds a very strong contract backlog, the company's pro forma
leverage profile is expected to be weaker than the Baa1 rated
drillers over the near to medium term."  The ratings also assume
the merger closes on or around Nov. 27, 2007 with little to no
changes upon receiving final regulatory approvals.

While the merger is technically a stock for stock transaction with
a dividend payment, the $15 billion cash payment being made to the
existing shareholders of both RIG and GSF effectively serves as
stock repurchase as those shares will be reclassified.  This cash
payment to shareholders will be funded entirely with debt and as a
result, pro forma leverage (adjusted debt/EBITDA) will be
approximately 3.5x and debt/capitalization will be approximately
65%.  These metrics exceed the average leverage metrics of 0.65x
and 20.1% respectively for the Baa1 rated drillers and are likely
to remain higher than the peer group average into 2009 even if the
company meets its own debt reduction and EBITDA targets.

The Baa2 rating also considers the potential for future stock
buybacks, which could slow or even delay the planned debt
reduction the company has laid out for the next two years.  At
close, a fully underwritten bridge loan will be used to fund the
stock buyback.  Subsequently, the company is expected to largely
refinance the bridge loan with various types of debt that will
enable the company to start its debt reduction as early as Q1 '08.  
The company currently plans to continue to reduce debt into 2009
by which time it is projecting to reduce debt to about $10 to $11
billion from pro forma debt of $17.7 billion.  However, if RIG's
backlog remains strong, Moody's believes the company may have to
consider additional future stock buybacks before it finishes with
its targeted debt reductions over the next two years.

The Baa2 also reflects RIG's dominant position in the offshore
market.  Pro forma for the merger, RIG's market position will make
it by far the largest driller in the world with approximately 145
rigs (including 2 joint venture owned rigs).  This fleet is more
than twice the size of RIG's closest peer, and is also considered
among the highest quality fleets with approximately half of the
fleet suited for the deepwater and mid-water markets, which have
the best near to medium term visibility for continued high levels
of exploration and production activity.  These factors have
largely driven the company's revenue backlog to grow to
approximately $33 billion as the company continues sign new term
contracts at very high dayrates.  Although the company will have
significant exposure to the jack-up market (approximately 45% of
the combined fleet), which Moody's believes has the highest
potential for weakness in the near-term, the company's
international presence in that market serves as a partial mitigant
to this risk.  In addition, only about one-third of the pro forma
combined revenues are from the jack-up fleet, leaving the
company's earnings and cash flows weighted towards the more
favorable mid-water and deepwater markets.

The stable outlook assumes that no additional stock buybacks occur
over the next twelve months and that management will meet its
projected debt reduction targets and brings leverage to within the
2.0x range by the end of 2008.  However, if the company alters its
debt reduction plan and keeps leverage at currently high levels,
the outlook would likely come under pressure.  Conversely, a
positive outlook and/or upgrade would be considered if at the end
of 2008 the company exceeds its debt reduction and leverage
targets and has the momentum to continue on that trend.

Pro forma liquidity is considered strong as the company is
expected to generate EBITDA between $6.5 billion and
$7.5 billion, which is more than sufficient to cover planned
capital spending of $2 billion, interest expense of about
$750 million and working capital needs.  In addition, the company
will have a new $2.0 billion 5-year senior unsecured revolving
credit facility with leverage covenants that RIG is expected to
remain comfortably within over the next 12 months.  However,
liquidity could become impacted if capital market conditions
worsen and the company cannot refinance the majority of the bridge
loan (which has a one-year maturity) with longer-term debt.

The ratings being downgraded for Transocean are: the senior
unsecured shelf rating to (P) Baa2 from (P) Baa1, the subordinated
shelf rating to (P) Baa3 from (P) Baa2, and the preferred shelf
rating to (P) Ba1 from (P) Baa3.  The ratings for GSF also being
downgraded are: the senior unsecured shelf rating to (P) Baa2 from
(P) Baa1, the subordinated shelf rating to (P) Baa3 from (P) Baa2,
and the preferred shelf rating to (P) Ba1 from (P) Baa3.  The
shelf ratings for GSF will be withdrawn upon closing of the
merger.

Transocean Inc. is an international drilling service contractor
based in Houston, Texas.


TRUE NORTH: Secures $133,487 in Advance from Quorum Investment
--------------------------------------------------------------
Quorum Investment Pool Limited Partnership has advanced to True
North Corporation the sum of $133,487 pursuant to a letter
agreement dated Oct. 30, 2007.

Pursuant to the Letter Agreement, Quorum held $133,487 in escrow
for the benefit of True North to be released to True North in the
sole discretion of Quorum.  The funds for the Letter Agreement and
an additional $166,513 were advanced by Quorum and secured by a
secured debenture issued by True North to Quorum on Oct. 30, 2007.

This secured debenture was for a principal aggregate amount of
$300,000.  The secured debenture bears interest at 8% per annum,
calculated monthly and payable quarterly in arrears, with a
maturity date of Nov. 29, 2007.

This is the third debenture financing that the company has
completed with Quorum over the past two months.  The previous two
such financings closed on Sept. 26, 2007 and Oct. 12, 2007.

The Sept. 26, 2007 secured debenture financing was for a principal
amount of $207,693 and the Oct. 12, 2007, secured debenture
financing was for a principal amount of $100,000. Both of the
Previous Debentures were issued on the same terms and conditions
as the October 30 Debenture.

Quorum has advised the company that it intends to extend the
maturity for the repayment of each of the secured debentures until
Jan. 15, 2008.

                     About True North

Headquartered in Mississauga, Ontario, True North Corporation
(TSX: TN) -- http://www.truenorthcorp.ca/-- is an integrated
marketing services company.  TNC delivers services through two
focus areas: Marketing Services & Sales Channel Support.

At June 30, 2007, the company's balance sheet showed total assets
of $5,887,121 and total liabilities of $10,661,201, resulting to a
shareholders' deficit of $4,774,080.


UNITED RENTALS: Should Honor Merger Agreement Terms, Cerberus Says
------------------------------------------------------------------
Cerberus Capital Management, L.P. and Cerberus Partners L.P. filed
an action for a declaratory judgment against United Rentals, Inc.
in New York State Supreme Court.  In taking this action, Cerberus
seeks to ensure that United Rentals honors the express contractual
undertakings it made contemporaneous with the execution of a
merger agreement, dated July 22, 2007.

As reported in the Troubled Company Reporter on Nov. 23, 2007,
United Rentals filed a lawsuit with the Delaware Court of Chancery
against RAM Holdings Inc. and RAM Acquisition Corp., acquisition
vehicles formed by Stephen A. Feinberg's Cerberus Capital
Management L.P. to acquire United Rentals, seeking to compel the
Cerberus acquisition vehicles to complete the agreed-upon
transaction.  United Rentals related that the repudiation, which
is unwarranted and incompatible with the covenants of the merger
agreement, is nothing more than a naked ploy to extract a lower
price at the expense of United Rentals' shareholders.

Contrary to United Rentals' current position in litigation and in
the press, while negotiating the merger agreement, Cerberus and
its affiliates, with respect to any and all claims arising under
or related to the merger agreement, negotiated for and received a
liability cap of $100 million.  Due to the uncertainty in the
financial markets, Cerberus and its affiliates required, and
United Rentals expressly agreed, that United Rentals' sole and
exclusive remedy against Cerberus and its affiliates was damages
in an amount not to exceed $100 million.

This bedrock principle of the transaction is reflected in all of
the critical agreements and documents, and in particular, in the
Merger Agreement and in Cerberus' Limited Guarantee of the
obligations of the RAM Entities.  Thus, in the Limited Guarantee
that Cerberus provided to United Rentals as part of the
transaction, United Rentals agreed, after substantial negotiation
that the liability of Cerberus and its affiliates for any claims
arising under or related to the Merger Agreement would be capped
at $100 million and that United Rentals had no rights to seek
equitable relief.

Regrettably, United Rentals is now engaged in an effort to rewrite
history and the contracts into which it entered, claiming that it
has the right to compel the RAM Entities and Cerberus to go
forward with the merger transaction.  United Rentals' position
flies in the face of the provisions of the Merger Agreement and
the Limited Guarantee.  The plain text of the documents is
directly contrary to United Rentals' position.

Under the Limited Guarantee and Equity Commitment Letter, United
Rentals has no right to and therefore may not require Cerberus or
its affiliates to fund or finance any transactions contemplated by
the merger agreement or to bring any claim against Cerberus or its
affiliates relating to or arising out of the merger agreement
other than a claim for non-payment of the Guaranteed Obligations
subject to a cap of $100 million.

In taking this action, Cerberus seeks merely to ensure that United
Rentals honors the express contractual undertakings
contemporaneous with the execution of the merger agreement.

                        About United Rentals

United Rentals Inc. -- http://www.unitedrentals.com/-- (NYSE:    
URI) is an equipment rental company with an integrated network of
over 690 rental locations in 48 states, 10 Canadian provinces and
one location in Mexico.  The company's approximately 11,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners
and others.  The company offers for rent over 20,000 classes of
rental equipment with a total original cost of $4.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (37)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (132)         214       76
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (103)         600      116
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navisite Inc            NAVI        (14)         116       11
Nexstar Broadcasting    NXST        (87)         708      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Worldspace Inc.         WRSP     (1,713)         376      (42)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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