T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 10, 2008, Vol. 12, No. 59 Headlines 100 KING: Case Summary & Four Largest Unsecured Creditors ABUNDANT LIFE: Voluntary Chapter 11 Case Summary ACLC FRANCHISE: Fitch Retains 'C/DR6' Ratings on Six Classes AEROMED SERVICES: Files Schedules of Assets and Liabilities AES-STELLAR INC: Case Summary & 20 Largest Unsecured Creditors AIRBORNE HEALTH: Waiver Request Termination Cues S&P's Junk Rating AMERICAN AXLE: Ongoing Strike Cues Closure of GM's Missouri Plant AMERICAN COLOR: Gets Waivers of Defaults Under 1st Lien Facilities AMERICAN GOLF CARS: Case Summary & 8 Largest Unsecured Creditors AMERICAN HOME: Wants Exclusive Periods Stretched to June 2, 2008 AMERICAN HOME: Wants to Employ PwC as Tax Advisors AMF BOWLING: Moody's Holds B2 Rating; Changes Outlook to Negative ANN-LEE CONSTRUCTION: Case Conversion Trial Continues on April 8 AQUILA INC: Permit to Build South Harper Facilities Canceled ARROW ELECTRONICS: To Buy Achieva's Components Distribution Biz ATHERTON FRANCHISE: Fitch Holds 'B' Rating on 1998-A Cl. D Trusts AUSTINBURG PROPERTIES: Voluntary Chapter 11 Case Summary BALDO CISNEROS: Case Summary & 20 Largest Unsecured Creditors BARNET HOSPITAL: Sells All Assets to Community Healthcare BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators BECKMAN COULTER: Fitch Holds 'BB-' Rating on $109.7MM Cl. A Loans BLACKHAWK AUTOMOTIVE: Court Approves Asset Sale to Flex-N-Gate BUILDING MATERIALS: Declining Sales Cue Moody's Ratings Cuts to B2 CAPRI CONDOMINIUMS: Wants to Hire Kingery & Crouse as Accountant CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings CARLYLE CAPITAL: Misses Margin Calls and Gets Notice of Default CARLYLE CAPITAL: Continuing Talks with Lenders on Financial Woes CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors CASELLA WASTE: Posts $4.6 Mil. Net Loss for the 2008 Third Quarter CHAMP CAR: Goes Bankrupt, Plans to Sell Assets to Indy Racing CHINA AOXING: To Restate Financial Statements to Correct Errors CLEAR CHANNEL: Extends Closing of Notes Tender Offer to March 18 CNL FUNDING: Fitch Chips Ratings on Three Certificate Classes CONTINENTAL AIRLINES: Pilots Rally on March 12 in Support of Talks COUNTRYWIDE HOME: S&P Takes Various Rating Actions on RMBS Deals CUMULUS MEDIA: Agrees to Amend Credit Deal to Consummate Merger DURA AUTOMOTIVE: Files Revised Plan of Reorganization DURA AUTOMOTIVE: Wants to Hire SRR as Valuation Consultant EMAC OWNER: Fitch Cuts Ratings to CC from CCC on Three Classes FALCON FRANCHISE: Fitch Affirms Low-B Ratings on Six Loan Classes FEDERAL-MOGUL: Inks New Stock Option Pact with CEO Jose Alapont FIELDSTONE MORTGAGE: Committee Wants to Hire Arent Fox as Counsel FIELDSTONE MORTGAGE: U.S. Trustee Forms 3-Member Creditors Panel FFCA SECURED: Fitch Takes Rating Actions on Various Classes FMAC LOAN: Fitch Retains Junk Ratings on 43 Classes FORD MOTOR: To Give Out Performance Bonuses to All Employees FORD MOTOR: Luxury Brands Buyer Says Won't Flip Jaguar FORTUNOFF: Three Creditors Want Their Goods Returned FORTUNOFF: Obtains Permission to Pay Existing Insurance Policies FORTUNOFF: Court Bars Utility Providers From Refusing Service GEA SEASIDE: Voluntary Chapter 11 Case Summary GENERAL MOTORS: Restores CEO's Pay to 2003 Level of $2.2 Million GENERAL MOTORS: Closes Wentzville Plant Over Axle Workers' Strike GENERAL MOTORS: 18 Plants to Lay Off Workers Due to Axle Strike GENERAL MOTORS: Contracts Provide for Union Workers When Laid-Off GEORGE FAISON: Case Summary & Seven Largest Unsecured Creditors GLOBAL FRANCHISE: Fitch Holds 'BB' Rating on Class A-3 Trusts GOLDEN STATE: Taps Pinnacle as Bankruptcy Counsel GOLDEN STATE: Files Schedules of Assets and Liabilities GOLDEN STATE: Sec. 341 Meeting of Creditors Set for March 17 GOLDEN STATE: June 16 General Claims Bar Date Set GREEKTOWN HOLDINGS: S&P Puts 'B' Corp. Rating on Negative Watch HANOVER SECURITIES: SIPC Moves for Liquidation Under Chapter 7 HIGH GRADE: Poor Credit Quality Prompts Moody's Rating Downgrades HOLLEY PERFORMANCE: Can Access Cash Collateral on Final Basis HOLLEY PERFORMANCE: Gets Final Okay to Use $60 Mil. DIP Financing INTERSTATE BAKERIES: Various Parties Oppose Plan Confirmation INTERSTATE BAKERIES: Teamsters Inks Deal with Ripplewood INTERSTATE BAKERIES: Wants to Move Confirmation Hearing to Apr. 23 INVACARE CORP: Names Robert K. Gudbranson as CFO ISLE OF CAPRI: S&P Designates 'BB-' Rating on Negative CreditWatch JACK ABERMAN: Case Summary & Nine Largest Unsecured Creditors J-TAIL LLC: Involuntary Chapter 11 Case Summary JEFFERSON COUNTY: In Technical Default on Swap Agreements JEFFERSON COUNTY: S&P Junks Sewer Revenue Debt Rating KEY DEVELOPERS: Section 341(a) Meeting Slated for April 2, 2008 LINENS 'N THINGS: Weak Liquidity Prompts Moody's to Junk Ratings LIONEL LLC: Wants Court to Defer Confirmation Hearing to March 27 LUCHT'S CONCRETE: Case Summary & 17 Largest Unsecured Creditors MARSHALL HILL: Case Summary & 20 Largest Unsecured Creditors MEDIANEWS GROUP: Worsening Cash Flow Cues S&P's Rating Cut to 'B-' MORGAN STANLEY: Fitch Affirms 'B' Rating on Class D Trusts MOVIE GALLERY: Court Okays $4.7 Million Employee Incentive Plan MOVIE GALLERY: Committee Supports Second Amended Chapter 11 Plan MOVIE GALLERY: Judge Tice Approves Phase 2 Sale Procedures NEW GENERATION: Case Summary & 11 Largest Unsecured Creditors OSI RESTAURANT: Weak Performance Cues Moody's to Hold 'B2' Rating PARKWAY HOSPITAL: Ends Three-Year Term Under Chapter 11 Protection PEACHTREE FRANCHISE: Fitch Holds 'B/DR1' Rating on Class B Notes PELL CITY: Case Summary & 20 Largest Unsecured Creditors PFP HOLDINGS: Wants to Employ Odyssey Capital as Financial Advisor PINNACLE ENT: Profile Growth Prompts Fitch to Hold 'B' ID Rating PRB ENERGY: Plans to Continue Operations Amid Bankruptcy Filing PROPEX INC: Committee Wants FTI Consulting as Financial Advisor REAL MEX: Moody's Junk Corp. Family Rating on Liquidity Concerns REGAL ENT: Prices Debt Offering of $190 Mil. Convertible Sr. Notes REGAL ENT: S&P Changes Outlook to Stable; Maintains 'BB-' Rating ROCK-TENN CO: Expands Business with Southern Container Buyout RYLAND GROUP: Accused by Regulator of Dubious Lending Practices S&A CORP: Court Approves Hiring of Orson Woodall as Legal Counsel S&A CORP: Sec. 341 Meeting of Creditors Set for March 13 S&A CORP: General Claims Bar Date Set for June 11 SHARPER IMAGE: Landlords Object to $60M DIP Financing Motion SHARPER IMAGE: Wants to Employ Conway Del Genio as Managers SHARPER IMAGE: Wants to Employ Weil Gotshal as Lead Counsel SHARPER IMAGE: Wants to Employ Womble Carlyle as Co-Counsel SHARPER IMAGE: Director Steven A. Lightman Resigns SIRVA INC: Triple Net Seeks Appointment of Class 5 Committee SIRVA INC: Asks Authority from Court to Sell UK & Ireland Units SCOTTISH RE: May Sell Life Reinsurance & Wealth Management Units SPRINGS WINDOW: Moody's Cuts Rating to 'B2' on Weak 2007 Results STATION CASINOS: Posts $375.6 Million Net Loss in 2007 STRADA 315: Regions Bank Wants Court to Appoint an Examiner STRUG LLC: Voluntary Chapter 11 Case Summary SUN HEALTHCARE: Posts $35.3 Mil. Earnings for 2007 Fourth Quarter SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors SUPERCLICK INC: Jan. 31 Balance Sheet Upside-Down by $1,327,595 THORNBURG MORTGAGE: KPMG Says Feb. 2008 Audit Report Unreliable THORNBURG MORTGAGE: Cross-defaults Cue Moody's Rating Cut to 'Ca' THORNBURG MORTGAGE: S&P Slashes Senior Unsec. Debt Rating to 'CC' THORNBURG MORTGAGE: Fitch Slashes ID Rating to 'RD' from CCC THORNBURG MORTGAGE: Signs Reverse Repurchase Agreements UNIVISION COMMS: Sells Recording and Publishing Business to UMG UNIVISION COMMS: S&P Cuts Rating on Low Asset Sale Proceeds UNIVISION COMM: Posts US$314.8 Million Net Loss in 2007 USG CORP: Completes Payment to Asbestos Personal Injury Trust USG CORP: Pays $40M for Property Damage Settlements in 2007 VILLA CASABLANCA: Case Summary & Eight Largest Unsecured Creditors VOLT INFO: Inks New Credit Agreement for $42M Unsecured Facility VONAGE HOLDINGS: Reveals $1.4M Spending in Lobbying Activities VYTERIS INC: Receives $1,836,909 from Warrants Conversion WACHOVIA BANK: S&P Puts Six Low-B Ratings on Negative Watch WALKUP FENCE: Case Summary & 17 Largest Unsecured Creditors WELLS FARGO: S&P Junks Ratings on Certificates WILLIAM OWEN: Case Summary & 12 Largest Unsecured Creditors * S&P Downgrades Ratings on 23 Classes From Four 2005 RMBS Deals * Fitch Says US Auto-Loan ABS Performance Has Improved Slightly * Fitch Says Corp. Finance Rtng. Activity Shows Increased Stress * Fitch Notes Rapid Deterioration in US Housing Market Conditions * Moody's Comments on ABCP Program, Financial Guarantors Ratings * Moody's Says American, European Bond Protection Level Differs * Moody's Says ARS Issuers Could Avoid Credit Impact of Disruption * Global Default Rate Reaches 1.3% in February, Moody's Reports * S&P Downgrades 69 Tranches' Ratings From 14 Cash Flows and CDOs * S&P Puts Ratings on 115 Classes of NIMS on Negative CreditWatch * Jean L'Homme Joins Proskauer Rose as Banking & Finance Partner * Proskauer Rose Admits Jennifer A. Camacho as Partner in Boston * BOND PRICING: For the Week of Feb. 25 - Feb. 29, 2008 ********* 100 KING: Case Summary & Four Largest Unsecured Creditors --------------------------------------------------------- Debtor: 100 King LC 101 South Union Street Alexandria, VA 22314 Bankruptcy Case No.: 08-11068 Chapter 11 Petition Date: March 4, 2008 Court: Eastern District of Virginia (Alexandria) Debtor's Counsel: Steven H. Greenfeld, Esq. Cohen Baldinger & Greenfeld LLC 7910 Woodmont Avenue Suite 760 Bethesda, MD 20814 Tel: 301-881-8300 Fax: 301-881-8350 steveng@cohenbaldinger.com Estimated Assets: $1,000,001 to $10 million Estimated Debts: $1,000,001 to $10 million Debtor's list of its Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Peter Mallios $800,000 12606 Hill Creek Lane Potomac, MD 20854 BB & T 1909 K. Street, NW $586,166 Second Floor Washington, DC 20006 American Energy Restaurant $286,816 Equipment 7538 Fullerton Court Springfield, VA 221153 Genops Construction $75,000 City of Alexandria $38,810 ABUNDANT LIFE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Abundant Life Ministries 15912 Lincoln Avenue Harvey, IL 60426 Bankruptcy Case No.: 08-05315 Type of Business: The Debtor is a religious organization. Chapter 11 Petition Date: March 6, 2008 Court: Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Karen J. Porter, Esq. (kjplawnet@aol.com) Porter Law Network 11 East Adams Street, Suite 906 Chicago, IL 60603 Tel: (312) 673-0333 Fax: (312) 893-7370 Estimated Assets: Unknown Estimated Debts: $1 million to $10 million The Debtor did not file a list of its largest unsecured creditors. ACLC FRANCHISE: Fitch Retains 'C/DR6' Ratings on Six Classes ------------------------------------------------------------ Fitch Ratings has taken rating actions on the ACLC Franchise Loan Receivables Trusts and ACLC Business Loan Receivables Trusts listed below: ACLC Franchise Loan Receivables Trust 1997-A: -- Class A-1 currently rated at 'AAA' and remains on Rating Watch Negative; -- Class A-2 currently rated at 'AAA' and remains on Rating Watch Negative. ACLC Franchise Loan Receivables Trust 1997-B: -- Class A-1 currently rated at 'AAA' and remains on Rating Watch Negative; -- Class A-3 currently rated at 'AAA' and remains on Rating Watch Negative. ACLC Business Loan Receivables Trust 1998-1: -- Class A-3 remains at 'C/DR6'. ACLC Franchise Loan Receivables Trust 1998-A: -- Class A-2 affirmed at 'A'; -- Class A-3 affirmed at 'B/DR1'. ACLC Business Loan Receivables Trust 1998-2: -- Class A-3 affirmed at 'BBB'; -- Class B downgraded to 'CC/DR4' from 'CCC/DR3'; -- Class C remains at 'C/DR6'. ACLC Business Loan Receivables Trust 1999-1: -- Class A-3 downgraded to 'B/DR1' from 'BB'; -- Class B remains at 'C/DR6'; -- Class C remains at 'C/DR6'; ACLC Business Loan Receivables Trust 1999-2: -- Class A-3A affirmed at 'AA'; -- Class A-3F affirmed at 'AA'; -- Class B affirmed at 'BBB'; -- Class C affirmed at 'BB'; -- Class D remains at 'CCC'/DR2'. ACLC Business Loan Receivables Trust 2000-1: -- Class A-3A downgraded to 'BBB' from 'A+'; -- Class A-3F downgraded to 'BBB' at 'A+'; -- Class B downgraded to 'CC/DR3' from 'CCC/DR3'; -- Class C downgraded to 'C/DR6' from 'CC/DR5'; -- Class D remains at 'C/DR6'. The affirmations for series 1997-A and 1997-B are based on the strength of an MBIA insurance policy. Fitch's analysis incorporated anticipated losses on defaulted collateral given the servicer's and Fitch's recovery expectations. Fitch's recovery expectations are based on historical collateral- specific recoveries experienced in the franchise loan asset-backed securities sector. The resulting anticipated collateral losses were then applied to the transaction structure, enabling Fitch to asses the impact of the losses on the securities and available credit enhancement. As a result of the aforementioned analysis, anticipated losses were found to have increased since last review for the ACLC Business Loan Receivables Trusts 1998-2, 1999-1 & 2000-1, resulting in negative rating actions. Remaining transactions were found to have credit support consistent with Fitch's previous review leading to the affirmation of the current ratings. AEROMED SERVICES: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Aeromed Services Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $135,000.00 B. Personal Property 2,504,407.12 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $78,780.50 E. Creditors Holding Unsecured Priority Claims 11,648.70 F. Creditors Holding Unsecured Non-priority Claims 3,756,833.25 ----------- ------------ TOTAL $2,639,407.12 $3,847,262.45 About Aeromed Services Corp. Headquartered in San Juan, Puerto Rico -- Aeromed Services Corp. -- http://www.aeromedems.com/-- offers ambulance services. The company filed for protection on Jan. 31, 2008 (Bankr. D. P.R. Case No. 08-00518). Alexis Fuentes Hernandez, Esq. represents the Debtor in its restructuring efforts. When the company filed for protection against it creditors, it listed US$1 million to US$100 million in assets and US$1 million to US$100 million in debts. AES-STELLAR INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: AES-Stellar Inc. 14012 Califa Street Van Nuys, CA 91401 Bankruptcy Case No.: 08-11309 Chapter 11 Petition Date: March 4, 2008 Court: Central District Of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Robert M. Yaspan, Esq. Law Offices of Yaspan & Thau 21700 Oxnard Street Ste. 1750 Woodland Hills, CA 91367 Tel: 818-905-7711 Fax: 818-501-7711 tmenachian@yaspanthau.com Estimated Assets: less than $50,000 Estimated Debts: $1,000,001 to $10 million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gold Pleasure Industrial Co. $1,615,484 7F, 1067 King's Road Hong Kong Alto $6,023 2867 Surveyor Street Pomona, CA 91768 Unity Property Investments $4,700 16039 Loukelton Street Industry, CA 91744 FedEx $2,000 South Bay Distribution $1,341 Netzel Associates Inc. $1,092 EDI Express $1,054 Banghart-Corin & Associates $769 Kahn & Comings, Inc. $713 Man Fu Yeung $653 CMA Inc. $647 Ronnie Yeung $461 Maan Yoong $399 Linda Lee Ying Cheung $392 Primus $300 Anna L. Hernandez $256 Gregory W. Crist $248 Dot-Line Transportation $162 Paychex $137 AT&T $70 AIRBORNE HEALTH: Waiver Request Termination Cues S&P's Junk Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on Bonita Springs, Florida based Airborne Health Inc., including its corporate credit rating to 'CCC+' from 'B-'. At the same time, the ratings were removed from CreditWatch, where they had been placed with negative implications on Jan. 17, 2008. The outlook is developing. "The downgrade follows Airborne's termination of a waiver request for continued access to its $20 million revolving credit facility for a 45-day period, ahead of an anticipated financial covenant default for the quarter ended Jan. 31, 2008," said Standard & Poor's credit analyst Bea Chiem. "And we're concerned about the company's future sales volume following recent negative publicity surrounding its $23 million settlement of a class action lawsuit." The company continues to experience weak operating performance from unseasonably warm weather during the peak cold weather season that lowered demand for preventative products, and leverage is very high. At Dec. 31, 2007, total leverage (including preferred stock) was nearly 7x, up from about 4.5x at the fiscal year-end April 30, 2007. Presently, Airborne's liquidity is adequate. However, Standard & Poor's is concerned about the company's ability to maintain access to its revolver and possibly obtain an amendment in the near term, given current market conditions and the company's operating and negative publicity challenges. While the class action settlement amount has already been accrued, Standard & Poor's expects that the company will need to seek an amendment or waiver after March 15, 2008, when it will most likely violate its financial covenants. AMERICAN AXLE: Ongoing Strike Cues Closure of GM's Missouri Plant ----------------------------------------------------------------- The continuing strike at American Axle & Manufacturing Inc. prompted General Motors Corp. to cease operations at its Wentzville, Missouri facility on Thursday, according to various reports. The strike at American Axle is already at its two-week stretch and no agreement has been reached as of press time. American Axle indicated on its Web site that would resume contract negotiations with the United Auto Workers at noon on Thursday, March 6, 2008. No further details on the American Axle-UAW negotiation was provided. GM has about 20 facilities affected by the strike at American Axle as the supplier attempts to negotiate with the United Auto Workers. The Wentzville facility is one of the five additional facilities that GM intends to close, apart from the already closed six facilities. The other four facilities will be closed this week, reports relate. The Wentzville facility manufactures Chevrolet Express and GMC Savanna and has 2,000 workers. Around 20%, or more than 20,000, of GM's workers at its North American operations have been affected by the plant closures. Two Plants Idled Over Axle Dispute As reported in the Troubled Company Reporter on March 5, 2008, two additional production facilities in Moraine, Ohio, and Mishawaka, Indiana, have been affected by the labor dispute between the UAW union and key supplier American Axle, according to a GM production statement. A Toledo Transmission plant is anticipated to be shutdown on March 10, 2008, and is expected 1,444 hourly and 219 salaried workers to be laid off. The TCR related on March 3, 2008, two more GM plants are likely to shutter this week as supplier American Axle continues to negotiate with UAW union workers on strike. GM's production of Chevrolet Silverado and GMC Sierra pickups at the Pontiac Assembly Center, which has 2,500 hourly and salaried employees, in Michigan, ceased after the first shift on February 28. A day after, GM production factories in Flint, Michigan, Fort Wayne, Indiana, and Oshawa, Ontario, were idled after the second shift, displacing a total of 9,503 hourly and salaried workers. UAW president Ron Gettelfinger and Vice President James Settles disclosed that members at American Axle began an unfair labor practices strike at on Feb. 26, 2008, following expiration of a four-year master labor agreement. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly owned subsidiary, American Axle & Manufacturing, Inc., manufactures, engineers, designs and validates driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for light trucks, sport utility vehicles and passenger cars. In addition to locations in the United States (in Michigan, New York and Ohio), the company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea and the United Kingdom. * * * As reported in the Troubled Company Reporter on Feb. 28, 2008, Standard & Poor's Ratings Services said that its ratings on American Axle and Manufacturing Holdings Inc. (BB/Negative/--) are not immediately affected by reports that the United Auto Workers labor union, elected to conduct a work stoppage at the expiration of its four-year master labor agreement with American Axle. As reported in the Troubled Company Reporter on Nov. 27, 2007, Moody's Investors Service affirmed American Axle & Manufacturing Holdings, Inc.'s Corporate Family rating of Ba3 as well its 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. AMERICAN COLOR: Gets Waivers of Defaults Under 1st Lien Facilities ------------------------------------------------------------------ American Color Graphics Inc. disclosed in a regulatory filing dated March 5, 2008, that certain provisions of the company's existing first lien bank credit facilities were amended or waived to temporarily waive through and including June 6, 2008, any default under such bank credit facilities resulting from non- compliance with the first lien coverage ratio covenant in each such bank credit facility as of Sept. 30 and Dec. 31, 2007, and March 31, 2008, for all purposes of such bank credit facilities. Such amendment and waiver also: (a) waived through and including June 6, 2008, the requirement that the company repay the the $5.0 million supplemental term loan under its existing first lien term loan facility, (b) permitted the indebtedness and liens under the March 2008 Facility, (c) amended the requirement that the company maintain certain daily levels of minimum total availability under its bank credit facilities going forward, (d) requires that the company maintain certain daily levels of minimum total indebtedness under the March 2008 Facility going forward, and (e) waived through and including June 6, 2008, the company's noncompliance with its obligation thereunder to deliver its consolidated financial statements for the fiscal years ended March 31, 2007 and 2008, accompanied by a report or opinion of its independent certified public accountants that was not subject to any "going concern" explanatory paragraph. Such waivers of defaults are terminable upon the earliest to occur of: (a) the occurrence of any other default or event of default under the company's existing first lien bank credit facilities, (b) the occurrence of any default or event of default under the March 2008 Facility not waived or cured within the applicable grace period, if any, and (c) the failure of the company to consummate the Consent Solicitation by March 14, 2008, in accordance with its terms. The company has agreed to pay consenting lenders an aggregate amendment fee of $850,000 in connection with such amendments on June 6, 2008, subject to earlier payment under certain circumstances. On March 3, 2008, the company, as borrower, and ACG Holdings and certain subsidiaries of the company, as guarantors, entered into an additional credit facility with Special Situations Investing Group Inc., as administrative agent, and certain lenders party thereto providing for additional term loans in an aggregate principal amount not to exceed $8.0 million. An initial borrowing of $3.0 million under the March 2008 Facility was consummated on March 5, 2008. All borrowings under the March 2008 Facility mature upon the earliest to occur of: (a) Jan. 15, 2010, (b) the fifth day after an acceleration of the company's existing first lien term loan and revolving credit facility as a result of an event of default thereunder, (c) consummation of a merger with or other acquisition by an unaffiliated third party reasonably acceptable to the March 2008 Facility Lenders, and (d) consummation of a recapitalization of ACG Holdings or the company involving the repayment in full or other refinancing of the company's existing first lien term loan and revolving credit facility. Obligations under the March 2008 Facility are senior obligations of the company, ACG Holdings and each of the subsidiary guarantors and will be secured by a lien on all collateral securing the company's existing first lien bank credit facilities, subject to certain exceptions. The security interest under the March 2008 Facility in the March 2008 Facility Collateral will rank (a) second in priority to the lien of the company's existing first lien bank credit facilities in the March 2008 Facility Collateral and (b) prior to the lien of the Notes in the March 2008 Facility Collateral. The March 2008 Facility includes various affirmative and negative covenants and events of default, which are substantially the same as those contained in the company's existing first lien bank credit facilities. The ability of the March 2008 Facility Lenders to declare a default or otherwise enforce remedies as a result of any failure of the company to comply with these covenants is suspended for so long as borrowings under the company's first lien bank credit facilities are outstanding. On March 3, 2008, the Indenture for the 2010 Notes and the 2008 Notes was amended by the First Supplemental Indenture to permit the indebtedness and liens under the March 2008 Facility. On March 5, 2008, the company commenced a Consent Solicitation seeking consents from holders of the 2008 Notes to proposed amendments to the 2008 Notes to, among other things: (a) extend the maturity date of the 2008 Notes from March 15, 2008, until the later of (i) June 15, 2008, and (ii) the date on which the interest payment due June 15, 2008, in respect of the 2010 Notes is due and payable without default or penalty, and (b) provide for the cancellation of the 2008 Notes, without consideration, upon the consummation of a merger between ACG Holdings and an unaffiliated third party. On March 3, 2008, the company entered into an Agreement to Consent with holders of approximately 72.2% in aggregate principal amount of the 2008 Notes to consent to the 2008 Note Amendments in advance of the Consent Solicitation. The Company is also seeking consents from holders of the 2010 Notes to amend the Indenture therefor to provide that the rights and remedies of the trustee thereunder and the holders of the 2010 Notes in the Collateral shall be subordinate and subject to the rights and remedies of the holders of the 2008 Notes with respect to the Junior Liens. For additional information about the March 3, 2008, amendments and waivers to the company's existing first lien bank credit facilities, the March 2008 Facility, the First Supplemental Indenture, and the Consent Solicitation, including the principal definitive documentation therefor, see the company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission. About American Color American Color Graphics, Inc. -- http://www.americancolor.com/-- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. * * * As reported in the Troubled Company Reporter on Feb. 22, 2008, Standard & Poor's Ratings Services maintained its issuer rating of SD (selective default) on the company. AMERICAN GOLF CARS: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: American Golf Cars, LLC 1200 South Washington Plainville, KS 67663 Bankruptcy Case No.: 08-40238 Type of Business: The Debtor sells golf cars. Chapter 11 Petition Date: March 6, 2008 Court: District of Kansas (Topeka) Debtor's Counsel: David R. Klaassen, Esq. (drklaassen@ks-usa.net) 2649 6th Avenue Marquette, KS 67464 Tel: (785) 546-2358 Estimated Assets: $100,001 to $500,000 Estimated Debts: $1 million to $10 million Debtor's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NC-WC, LP Assignee of prior $420,651 4100 Greenbriar Drive, lender Suite 180 Stafford, TX 77477-3963 Trustees of Mary Lou Gilliland Other party to a $245,000 Rev Trust real estate sales Attention: J. Randall contract Clinkscales P.O. Box 722 Hays, KS 67601 Midwest Community Bank Bank loans $152,381 P.O. Box 369 Plainville, KS 67663 Kansas Department of Revenue Unpaid taxes and $85,000 withholdings Internal Revenue Service Unpaid taxes and $67,751 withholdings Mary Ann Nelson Secured personal $51,188 loan Rooks County Treasurer Unpaid real and $24,393 personal property taxes David R. Klaassen Attorney fees and $2,935 expenses AMERICAN HOME: Wants Exclusive Periods Stretched to June 2, 2008 ---------------------------------------------------------------- Pursuant to Section 1121(d) of the Bankruptcy Code, Rule 9006 the Federal Rules of Bankruptcy Procedure, and Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware, American Home Mortgage Investment Corp. and its debtor-affiliates ask the Court to extend their exclusive periods to: (a) file a plan of reorganization through June 2, 2008; and (b) solicit and obtain acceptances for that plan through July 31, 2008. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, says that several things must be done in the bankruptcy cases before any party will be in a position to file a Plan and accompanying disclosure statement. He adds that the Debtors, in consultation with the Official Committee of Unsecured Creditors, have determined to seek the 90- day extension. Mr. Patton relates that the Debtors have begun, but not yet completed, negotiations with the Creditors Committee regarding the terms of a consensual Plan or Plans based on adequate information. He, however, points out that the have accomplished several things since December 2007: (a) The Debtors have spent time working with AH Mortgage Acquisition Co., Inc., to facilitate the effective transition of the Servicing Business; (b) The Debtors have focused on maximizing the value of, and minimizing the administrative burdens related to, the their other major assets, like, among other things, marketing and selling loans and analyzing an efficient and the appropriate disposition of the 1,500,000 mortgage loan files they held through a third party vendor; (c) The Debtors have focused their time and resources towards maximizing the value of the bankruptcy estates through the disposition of their major assets, including: -- creation of non-debtor business entities for the transition of the Servicing Business to AHM Acquisition; -- consummation of a sale with Indymac Bank F.S.B.; -- approval of procedures to return mortgage loan files to owners or master servicers of the mortgage loans; -- compromise of certain loans to obtain a greater value for the estates; and -- approval of procedures to maximize the sale value for certain non-performing loans; and (d) The Debtors have expended substantial time and resources addressing the numerous pending adversary proceedings and related discovery matters. Mr. Patton says that, despite the Debtors' accomplishments, the the current Exclusive Periods did not provide them with an adequate opportunity to develop and negotiate a Plan. The contested nature of nearly every facet of the cases has prevented the Debtors and their professionals from devoting significant attention to the preparation and negotiation of a Plan, he says. In addition, the Debtors have had to work with or litigate with numerous large financial entities and other parties-in-interest to obtain approval of the sale of the mortgage loan servicing business. Moreover, the Debtors received various notices of purported defaults from parties to master servicing agreements. Mr. Patton tells the Court that there are a variety of other tasks that lie ahead of the Debtors. The Debtors still have numerous other assets that may be marketed and sold, including their (i) federally chartered thrift and bank, which will need to be sold in a manner consistent with strict regulatory guidelines; (ii) certain whole loans; and (iii) certain other real estate holdings, like their Melville, New York, corporate headquarters. The resolution of asset sales and the review and analysis of claims will be determinative of the value available to the Debtors' creditors, and must be considered in the formulation of any Chapter 11 plan, Mr. Patton says. Judge Christopher Sontchi will convene a hearing on March 11, 2008, at 11:00 a.m., to consider the Debtors' request. Pursuant to Local Rule 9006-2, the Debtors' Exclusive Periods is automatically extended until the conclusion of that hearing. About American Home Mortgage Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. The Debtors' exclusive period to file a plan expired on March 3, 2008. (American Home Bankruptcy News, Issue No. 29, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstandor 215/945-7000) AMERICAN HOME: Wants to Employ PwC as Tax Advisors -------------------------------------------------- Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, American Home Mortgage Investment Corp. and its debtor-affiliates seek the Court's permission to employ PricewaterhouseCoopers LLP as tax advisors, nunc pro tunc to February 12, 2008. The Debtors relate that they have already retained PwC as an ordinary course professional to assert and perfect claims for Social Security and state and federal unemployment tax-related credits properly owing to them. The Debtors say that they need PwC's services to assist in the administration of their bankruptcy estates. The Debtors believe that with PwC's extensive experience and knowledge, the firm is well suited and qualified to serve as the Debtors' tax advisors in a cost-effective and efficient manner. As tax advisors, PwC will, among other things: -- review calculation of taxable income for American Home Mortgage Investment Corp., for 2007 and 2008; -- research and provide consultation with respect to tax return filing issues; -- prepare Federal and State Partnership income tax returns for Bayliss Trust; -- research and provide consultation with respect to federal and state income tax issues regarding multi-series joint ventures; -- research and prepare calculations with respect to premium amortization, discount accretion, original issue discount, excess inclusion income and securitization taxable income; -- research and prepare calculations of foreign trust tax returns; and -- prepare or review Forms 1120 REIT or 1120. Pursuant to the parties' Engagement Letter, the Debtors will pay PwC according to the firm's standard hourly rates: Partner $700 Managing Director $585 Director $485 Manager $380 Senior Associate $285 Associate $205 The Debtors will also reimburse PwC for all reasonable costs and expenses it incurred in connection with the services it performed for the Debtors. Thomas Geppel, a partner at PwC, assures the Court that PwC does not represent any interest adverse to the Debtors and their estates, and is a "disinterested person" as the term is defined in Section 101(14). About American Home Mortgage Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. The Debtors' exclusive period to file a plan expired on March 3, 2008. (American Home Bankruptcy News, Issue No. 29, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstandor 215/945-7000) AMF BOWLING: Moody's Holds B2 Rating; Changes Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service affirmed AMF Bowling Worldwide, Inc.'s B2 corporate family rating, but revised its ratings outlook to negative from stable. The outlook revision reflects Moody's concern that weak consumer spending could negatively affect AMF's operating performance over the medium-term given the discretionary nature of its business. AMF has already experienced a moderate decline in operating performance for the six-months ended Dec. 30, 2007 over the same period last year, reflecting soft demand trends at traditional bowling centers and some cost pressures. These issues heighten Moody's concern over the company's high leverage. Notwithstanding these risks, Moody's recognizes the potential for AMF to stabilize its operating performance in the second half of fiscal 2008 through its profit improvement efforts and its adequate liquidity position. These ratings were affirmed: -- Corporate Family Rating at B2; -- Probability of Default Rating at B2; -- $40 million first lien revolver due 2012 at B1 (LGD3, 32%). Point estimate revised from (LGD3, 33%); -- $245 million first lien term loan due 2013 at B1 (LGD3, 32%). Point estimate revised from (LGD3, 33%); -- $80 million second lien term loan due 2013 at Caa1 (LGD5, 81%). Point estimate revised from (LGD5, 82%). Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc. is the largest operator of bowling centers in the world with approximately 350 centers in operation, including eight centers outside the US. AMF had revenues of $485 million for the twelve months ended Dec. 30, 2007. ANN-LEE CONSTRUCTION: Case Conversion Trial Continues on April 8 ---------------------------------------------------------------- The Honorable Jeffery A. Deller of the United States Bankruptcy Court for the Western District of Pennsylvania will continue the hearing of the conversion of Ann-Lee Construction and Supply Company, Inc.'s chapter 11 case into a chapter 7 liquidation proceeding at 10:00 a.m., on April 8, 2008, at the Courtroom D, 54th Floor, US Steel Tower in Pittsburgh, Pennsylvania. As reported in the Troubled Company Reporter on Dec. 27, 2007, the Court deferred the hearing to consider approval of Ann-Lee Construction's request to convert its case to Feb. 5, 2008. In its request, the Debtor told the Court that it has incurred additional losses from Jan. 11, 2007, to Aug. 17, 2007, and as a result, it was unable to meet its debts as they come due. The Debtor further said that it was unable to file a viable Chapter 11 plan and disclosure statement within the required time set by the Court. The Debtor's exclusive plan filing period expired on Sept. 19, 2007. About Ann-Lee Construction Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply Company, Inc. offers construction consulting & management services. The company filed for Chapter 11 protection on Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226). Michael J. Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in its restructuring efforts. Kirk B. Burkley, Esq., at Bernstein Law Firm PC, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $1 million to $100 million. AQUILA INC: Permit to Build South Harper Facilities Canceled ------------------------------------------------------------ Aquila Inc. disclosed in a regulatory filing Wednesday that the Missouri Court of Appeals for the Western District of Missouri has issued an order relating to the company's South Harper power generation "peaking" facility and related substation. The appellate court held that the Missouri Public Service Commission lacked the statutory authority to approve the construction of the South Harper facilities after the facilities had been constructed. Accordingly, the opinion sets aside the approval the company received in 2006 from the Missouri Public Service Commission, which had specifically authorized the company to construct the South Harper facilities. The company said it is currently evaluating its options, which may include requesting a rehearing or asking the appellate court to transfer the case to the Missouri Supreme Court. Cass County and local residents had filed suit claiming that county zoning approval was required to construct the project. In January 2005, a Circuit Court of Cass County judge granted the County's request for an injunction; however, the company was permitted to continue construction while the order was appealed. The company appealed the Circuit Court decision to the Missouri Court of Appeals for the Western District of Missouri and, in June 2005, the appellate court affirmed the circuit court ruling. In July 2005, the company requested that the Court of Appeals either rehear the case or transfer the case to the Missouri Supreme Court and, in October 2005, the Court of Appeals granted the company's request for rehearing. In December 2005, the appellate court issued a new opinion affirming the Circuit Court's opinion, but also opining that it was not too late to obtain the necessary approval. In light of this, the company filed an application for approval with the Missouri Commission on Jan. 24, 2006. On Jan. 27, 2006, the trial court granted the company's request to stay the permanent injunction until May 31, 2006, and ordered it to post a $20.0 million bond to secure the cost of removing the project. Effective May 31, 2006, the Missouri Commission issued an order specifically authorizing the construction and operation of the power plant and substation. On June 2, 2006, the trial court dissolved the $20.0 million bond, further stayed its injunction, and authorized the company to operate the plant and substation while Cass County appealed the Missouri Commission's order. In June 2006, Cass County filed an appeal with the Circuit Court, challenging the lawfulness and reasonableness of the Missouri Commission's order. On Oct. 20, 2006, the Circuit Court ruled that the Missouri Commission's order was unlawful and unreasonable. The Missouri Commission and Aquila appealed the court's decision with the Missouri Court of Appeals for the Western District of Missouri. A full-text copy of the order of the Missouri Court of Appeals for the Western District of Missouri dated March 4, 2008, is available for free at http://researcharchives.com/t/s?28da About Aquila Inc. Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) -- http://www.aquila.com/-- owns electric power generation and operates electric and natural gas transmission and distribution networks serving over 900,000 customers in Colorado, Iowa, Kansas, Missouri and Nebraska. * * * Aquila Inc. carries Moody's Investors Service's Ba2 corporate family, Ba3 Senior Unsecured Debt, and Ba3 probability-of-default ratings. ARROW ELECTRONICS: To Buy Achieva's Components Distribution Biz --------------------------------------------------------------- Arrow Electronics Inc. signed a definitive agreement pursuant to which Arrow will purchase the components distribution business from parent company Achieva Ltd., a value-added distributor in Asia Pacific. Arrow anticipates the transaction will be immediately accretive to earnings in the first twelve months by $0.01 to $0.03 per share and will meet the company's acquisition objectives for return on invested capital. The transaction is subject to approval by the shareholders of Achieva Ltd. and is expected to close in the next 60 to 90 days. "Achieva will further strengthen our position in the ASEAN (Association of Southeast Asian Nations) and greater China markets and enhance our existing demand creation capabilities," said William E. Mitchell, chairman, president and chief executive officer of Arrow Electronics, Inc. "With this acquisition, Arrow will gain strong, established relationships with major semiconductor suppliers that will expand our line card as well as build upon existing partnerships. The Achieva management team is highly experienced and will be an impressive addition of bench strength to position Arrow for continued profitable growth in the Asia Pacific region," added Mr. Mitchell. Achieva is focused on creating value for its partners through technical support and demand creation activities. The company's product range covers semiconductor components such as application specific integrated circuits, programmable logic devices, digital signal processing chips and microchip-controller units. With over 200 employees, the company has a presence in eight countries (Singapore, Taiwan, China, India, Malaysia, Philippines, Thailand, and Korea) and primarily serves small and medium sized customers in the data communications, telecommunications, lighting, industrial and digital consumer end markets. Total 2006 sales were approximately $200 million. About Arrow Electronics Headquartered in Melville, New York, Arrow Electronics Inc. -- http://www.arrow.com/-- provides products, services and solutions to industrial and commercial users of electronic components and computer products. Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories. The company operates in France, Spain, Portugal, Denmark, Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden, Italy, Germany, Austria, Switzerland, Belgium, the Netherlands, United Kingdom, Argentina, Brazil, Mexico, Australia, China, Hong Kong, Korea, Philippines and Singapore. * * * Arrow Electronics senior subordinated stock continues to carry Moody's Investors Service's Ba1 rating. The company's senior preferred stock is rated at Ba2. ATHERTON FRANCHISE: Fitch Holds 'B' Rating on 1998-A Cl. D Trusts ----------------------------------------------------------------- Fitch Ratings has taken these rating actions on the Atherton Franchise Loan Funding Trusts listed below: Atherton Franchise Loan Funding 1997-A -- Class A-1 currently rated at 'AAA', remains on Rating Watch Negative; -- Class A-2 currently rated at 'AAA', remains on Rating Watch Negative; -- Class B remains at 'CCC/DR1'; -- Class C remains at 'C/DR6'. Class A-1 and A-2 ratings are based on a financial guaranty insurance policy from MBIA Insurance Corp. Atherton Franchise Loan Funding 1998-A -- Class A-X affirmed at 'AAA'; -- Class B affirmed at 'AA'; -- Class C affirmed at 'BB'; -- Class D affirmed at 'B/DR1'; -- Class E remains at 'CCC'/DR3'; -- Class F remains at 'C/DR6'. Atherton Franchise Loan Funding 1999-A -- Class A-2 affirmed at 'A'; -- Class A-X affirmed at 'A'; -- Class B affirmed at 'BBB'; -- Class C remains at 'CCC/DR1'; -- Class D remains at 'C/DR3'; -- Class E remains at 'C/DR6'; -- Class F remains at 'C/DR6'. Fitch's analysis incorporated anticipated losses on defaulted collateral given the servicer's and Fitch's recovery expectations. Fitch's recovery expectations are based on historical collateral- specific recoveries experienced in the franchise loan asset-backed securities sector. The resulting anticipated collateral losses were then applied to the transaction structure, enabling Fitch to asses the impact of the losses on the securities and available credit enhancement. As a result of the aforementioned analysis of anticipated losses, credit support was found to be consistent with Fitch's previous review leading to the affirmation of the current ratings. AUSTINBURG PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Lead Debtor: Austinburg Properties, LLC 3864 Center Road Suite A-18 Brunswick, OH 44212 Bankruptcy Case No.: 08-50651 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- 138 Mazal Health Care, Ltd. 08-50655 Dani Family Ltd. 08-50657 Willow Interests, LLC 08-50653 Type of Business: The Debtor is a real estate corporation. Chapter 11 Petition Date: February 29, 2008 Court: Northern District of Ohio (Akron) Judge: Marilyn Shea-Stonum Debtor's Counsel: Theodore T. Mairanz, Esq. Neiman & Mairanz P.C. 39 Broadway 25th Floor New York, NY 10006 Tel: (212) 269-1000 tmairanz@ngmpc.com Austinburg Properties LLC's financial condition: Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtors did not file a list of their 20 Largest Unsecured Creditors. BALDO CISNEROS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Baldo V. Cisneros 11406 Covent Gardens Drive Bakersfield, CA 93311 Bankruptcy Case No.: 08-11200 Chapter 11 Petition Date: March 6, 2008 Court: Eastern District of California (Fresno) Judge: Whitney Rimel Debtor's Counsel: D. Max Gardner, Esq. 1800 30th Street 4th Floor Bakersfield, CA 93301-5298 Tel: (661) 327-9661 Estimated Assets: $500,001 to $1 million Estimated Debts: $1,000,001 to $10 million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AILLC value of $200,000 8965 South Eastern Avenue security: Suite 360 $400,000 Las Vegas, NV 89123 State of California sales and use $190,127 4820 McGrath Street taxes Suite 260 Ventura, CA 93003-7778 Internal Revenue Service federal $183,472 P.O. Box 21126 withholding tax Philadelphia, PA 19114-0326 Sysco Food Service goods & services $103,143 Alameda Food Service Company goods & services $102,732 Quicksand LLC leasehold $94,361 interests City of Tehachapi utility bills $94,000 AMK Foodservice Company goods & services $84,724 Bakersfield Mall LLC Valley leasehold $76,942 interests Capital One credit card $70,554 purchases Don Kinzel Construction goods & services $50,000 U.S. Food Service goods & services $41,089 Sysco Las Vegas goods & services $35,855 Nevada State Dept. Taxation sales and use $35,752 taxes PG & E utility bills $23,388 Chase Credit Card credit card $20,000 purchases Nevada Power utility bills $14,522 Siemens Building Technologies goods & services $13,059 Bank of America credit card $10,200 purchases Nevada Dept. of Employment withholding tax $7,000 BARNET HOSPITAL: Sells All Assets to Community Healthcare --------------------------------------------------------- The Hon. Donald H. Steckroth of the United States Bankruptcy Court for the District of New Jersey authorized Nathan and Miriam Barnert Memorial Hospital Association dba Barnert Hospital, to sell substantially all of its assets Community Healthcare Associates LLC. Community Healthcare was named as successful bidder after topping Hospital Associates LLC, the stalking horse bidder. The Debtor will pay $350,000 as break-up fee to Hospital Associates. Under the asset purchase agreement, the purchased assets are comprised of: -- assumption by Community Healthcare of the assumed liabilities; -- purchase note $6,000,000 as initial principal payment plus the amount of the financed receivables secured by the guaranty and the new mortgage; -- unencumbered asset payment; and -- aggregate of Community Healthcare's share of the transfer taxes, if any, and other payment obligations. The Debtor expects the sale to close no later than May 30, 2008. A full-text copy of the Asset Purchase Agreement date Feb. 15, 2008, is available for free at: http://ResearchArchives.com/t/s?28dd Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, -- http://www.barnerthospital.com/-- owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor in its restructuring efforts. Warren J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the Official Committee of Unsecured Creditors in this case. Donlin Recano & Company Inc. is the Debtor's claims, noticing, and balloting agent. The Debtor's schedules reflect total assets of $46,600,967 and total liabilities of $61,303,505. * * * The Court extended the Debtor's exclusive filing period to file a plan until April 11, 2008. BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators --------------------------------------------------------------- Recent articles in the Hedge Funds Review have incorrectly stated that Mr. Simon Whicker and Mr. Kris Beighton have been replaced as Joint Official Liquidators of the two Bear Stearns Master Funds that were placed into Official Liquidation on 31 July 2007. To clarify, Messrs. Whicker & Beighton continue in their roles as JOLs of Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. & Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd. There have been no challenges to the appointment of Messrs. Whicker & Beighton as JOLs of the MASTER Funds. The MASTER Funds are insolvent and therefore the JOLs' primary duty is to maximise realisations for the benefit of the MASTER Funds' creditors. To date no objections to the JOLs' appointment have been received from any of the MASTER Funds' creditors. The creditors themselves are represented in the liquidations by Liquidation Committees that are composed of the significant majority of known creditors on the High-Grade and Enhanced Leverage Master Funds respectively. External investors gained access to the MASTER Funds by investing into FEEDER Funds registered in either the US or the Cayman Islands. On Nov. 2007 Messrs Whicker & Beighton were appointed as Joint Voluntary Liquidators for certain of the Cayman Islands registered FEEDER Funds. The FEEDER Funds are completely separate legal entities to the MASTER Funds. Subsequent to a poll of the external investors, the results of which favoured the replacement of Messrs. Whicker & Beighton, the JVLs have been replaced by Mr. Geoffrey Varga & Mr. Bill Cleghorn of Kinetic Partners Cayman LLP. Kinetic has no role in the Official Liquidation of the MASTER Funds. Mr. John Milsom & Mr. Richard Heis, of KPMG UK LLP were appointed as Joint Liquidators of the US registered FEEDER Funds on Nov. 1, 2007 (High-Grade US Feeder) and Nov. 16, 2007 (Enhanced Leverage US Feeder). No challenges to their appointment have been received. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BECKMAN COULTER: Fitch Holds 'BB-' Rating on $109.7MM Cl. A Loans ----------------------------------------------------------------- Fitch Ratings affirmed Beckman Coulter, Inc.'s $109.7 million class A loans under series BC 2000-A at 'BB-'. The loans are secured by two of Beckman Coulter's office/research and development facilities, located in Brea, California and Miami, FLorida. The buildings are 100% occupied by Beckman Coulter, a company rated 'BBB' by Fitch. Class A is experiencing interest shortfalls due to special servicing fees, having been placed in special servicing because of legal actions arising out of disputes over the tenant's failure to pay sales taxes on rent. Beckman Coulter, the tenant has requested a hearing with the Florida Department of Revenue to dispute the legitimacy of the sales tax charges and the borrower has initiated a legal action against Beckman Coulter for its failure to pay the sales taxes. Beckman Coulter has escrowed funds to pay the obligations to the State should they not be successful in winning the suit. While the suits do not involve the trust, the bond's rating takes into account the likelihood that special servicing fees will continued to be deducted from the interest payments investors receive. The monthly fee is 0.05% of the outstanding loan amount on the Miami loan. Until October 2008, each property is subject to a NNN lease in which the tenant is obligated to make payments equal to the interest on the borrower's loans. After that period, the payments are fixed at a rate reflecting an amount equal to the loan's principal and interest payments, until the loan's maturity date of June 30, 2018. As part of its analysis, Fitch took into consideration the average rent expected over the remaining term and applied market vacancies, management fees and capital expenditure assumptions in order to derive a normalized operating cash flow for the properties. The resulting stressed debt service coverage ratio, based upon Fitch's cash flow and a debt constant of 9.66% is 1.26 times. BLACKHAWK AUTOMOTIVE: Court Approves Asset Sale to Flex-N-Gate -------------------------------------------------------------- Judge Kay Woods of the United States Bankruptcy Court for the Northern District of Ohio in Youngstown approved the sale of assets of Blackhawk Automotive Plastics Inc. and Tier e Automotive Group Inc. to Flex-N-Gate LLC, the Youngstown Vindicator reports. The Court approved the $16.4 million offer. The sale is to close March 14, Vindicator says. Lawyers said that Flex-N-Gate intends to keep the 700-employee Salem plant open, Vindicator adds. Active Burgess Mould & Design and Automotive Gage & Fixture objected to the sale and the Debtors' proposal to assume and assign certain executory contracts and unexpired leases. Active Burgess and Automotive Gage, secured creditors of the Debtors, argued that both the amended and restated asset purchase agreement and sale request failed to identify that the molds are customer owned or unpaid tooling. Thus, they could not determine whether a purchaser is acquiring rights in the molds. On behalf of the objecting parties, Michael R. Wernette, Esq., at Schafer and Weiner, PLLC in Bloomfield Hills, Michigan, related that the Debtors purchased molds from Active Burgess and failed to pay for them in full. Mr. Werenette said that Active Burgess and Automotive Gage asked the Debtor to clarify this issue but received no response from the Debtor. Flex-N-Gate, LLC in Urbana, Illinois, produced the only acceptable bid for the Debtors in a bankruptcy auction held on March 3, 2007. Magna International in Canada attended the auction on Monday but decline to make a bid, according to Don Shilling of vindy.com. A full-text copy of the Amended and Restated Asset Purchase Agreement is available for free at: http://ResearchArchives.com/t/s?28d8 A full-text copy of the asset sale request is available for free at: http://ResearchArchives.com/t/s?28d9 Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly Warren Molded/Custom Plastics, manufactures injection molded plastic products and motor vehicle parts and accessories. BAP's customers include General Motors, Delphi, Lear, Chrysler, Honda, Navistar, and Visteon. BAP employs about 1,574 workers domestically, and generated $136 million in sales in 2006. BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd. which operated a manufacturing facility in Ontario until Johnson Controls Inc. bought BAP Canada's assets in May 2005. BAP Canada's remaining assets consist primarily of net operating loss carryforwards for Canadian tax purposes. The NOLs had a book value of about $8.2 million as of December 2005. BAP also owns a plant in Upper Sandusky, Ohio, which ceased operations in 2006. The company filed for chapter 11 protection on Oct. 22, 2007 (Bankr. N.D. Ohio, Case No. 07-42671). Its parent company, Tier e Automotive Group Inc., filed a separate chapter 11 petition on the same day (Bankr. N.D. Ohio, Case No. 07-42673). Tier e acquired BAP from Worthington Industries Inc. in 1999. Tier e also owns 49% stake in Nescor Holdings Inc., a holding company for Nescor Plastics Corporation, also an automotive plastics supplier. William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven, Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, represent the Debtors in their restructuring efforts. Donlin Recano & Company Inc. provides the Debtors with claims, noticing, balloting and distribution services. The Debtors' schedules disclosed total assets of $58,665,229 and total liabilities of $51,244,592. As of bankruptcy filing, BAP's aggregate debt to its senior facility lenders was about $33 million. * * * As reported in the Troubled Company Reporter on Feb. 21, 2008, the Debtors asked the Court to further extend their exclusive period to file a Chapter 11 plan until May 19, 2008. BUILDING MATERIALS: Declining Sales Cue Moody's Ratings Cuts to B2 ------------------------------------------------------------------ Moody's Investors Service lowered the ratings of Building Materials Holding Corporation, including its corporate family rating to B2 from B1, its probability-of-default rating to B3 from B2, and its first-lien bank credit facility rating to B2 (LGD3, 39%) from B1 (LGD3, 38%). This concludes the review that was commenced on Feb. 13, 2008. The ratings outlook is negative. The downgrade is prompted by BMHC's declining sales, deteriorating credit metrics, and the company's need to seek covenant relief under its bank credit facility after receiving a temporary waiver of compliance from its banks for the 4th quarter of 2007. On Feb. 29, 2008, the company successfully amended its bank credit facility, which now provides a larger degree of headroom under a set of relaxed financial covenants. However, the size of the revolving credit facility was reduced to $200 million from $500 million, and is subject to a restrictive borrowing base. Moody's expectation that weak homebuilding market conditions will continue throughout 2008 and potentially into 2009, could exert further pressure on the company's operating performance and credit profile, with credit availability remaining tight throughout this period. BMHC's scale, its leading industry position, and its longer term prospects as one of the nation's largest providers of residential construction services and building materials continue to support its B2 rating. The negative ratings outlook reflects continued weakness in new home construction, large inventories of unsold homes, declining home prices and weak consumer confidence. Tightened mortgage lending practices also weigh heavily on intermediate term prospects for a recovery in housing demand. The company's ability to cut costs, reduce capital expenditures, manage working capital needs, and maintain adequate liquidity until homebuilding industry fundamentals stabilize partially mitigate downward pressure. Headquartered in San Francisco, California, BMHC, a Fortune 1000 company, is one of the largest providers of 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. CAPRI CONDOMINIUMS: Wants to Hire Kingery & Crouse as Accountant ---------------------------------------------------------------- The Capri Condominiums Limited Partnership asks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Charles Crouse at Kingery & Crouse, P.A. as its accountant under general retainer. Kingery & Crouse will: a) give advice to the Debtor regarding budgetary and other financial issues and challenges involving the Development; b) assist the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court, including the preparation and review of monthly operating reports and underlying financial data; and c) work with management of the Debtor, as well as counsel, in the preparation of a plan of reorganization and in assessing and establishing feasibility and advisability. The firm will bill the Debtor at these rates: Designation Hourly Rates ----------- ------------ Managers $150 - $220 General Staff $85 - $125 Charles Crouse and Mark Kingery will charge the Debtor at $240 per hour. Prior to bankruptcy filing, the firm has accrued a $3,350 claim for services from the Debtor. It is anticipated that this account receivable will be waived by the firm as a condition precedent to appointment. To the best of the Debtor's knowledge, the firm holds no interest adverse to the Debtor and its estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Tampa, Florida-based The Capri Condominiums LP owns and manages condominiums. Capri is operated by Euro American Investors Group in The Netherlands, which runs an office in Tampa, Florida. Euro American Investors -- http://www.eaig.nl/-- is an international company that offers a complete package property with the focus on the United States and Europe. Since its launch in 1979, Euro American Investors built a diversified portfolio of properties, apartments, offices, commercial buildings, and shopping malls. Capri Condominiums sought protection under chapter 11 on Feb. 6, 2008 (Bankr. M.D. Fla. Case No. 08-01553). Maureen A. Vitucci, Esq., at Gray Robinson PA represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets and debts between $10 million and $50 million. CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Caraustar Industries Inc., including its corporate credit rating, to 'B-' from 'B+'. The outlook is negative. "The downgrade reflects continuing weak earnings and cash flow, lower-than-expected liquidity, and refinancing risk," said Standard & Poor's credit analyst Pamela Rice. "Fourth-quarter 2007 earnings were substantially weaker than expected. In addition, margin pressure from raw material and energy costs persists, and the realization of recently announced price increases is uncertain. We are also concerned about the company's ability to address the June 1, 2009, maturity of its $190 million senior unsecured notes given the challenging credit markets." Caraustar had about $315 million of total debt, including debt- like obligations, at Dec. 31, 2007. Austell, Georgia-based Caraustar is one of the largest U.S. manufacturers of 100% recycled paperboard. "We could lower the ratings if Caraustar's profitability worsens in the next few quarters, if market conditions deteriorate, or if liquidity narrows," Ms. Rice said. "We could also lower the ratings if the company is unable to address its June 2009 debt maturity in a manner that does not harm credit quality. We could revise the outlook to stable if the company is able to realize sufficient benefits from its rationalization and cost-reduction efforts and price increases to meaningfully improve earnings over the next few quarters and successfully refinances or repays its maturing debt." CARLYLE CAPITAL: Misses Margin Calls and Gets Notice of Default --------------------------------------------------------------- Carlyle Capital Corporation Limited said that since filing its annual report on Feb. 28, 2008, the company has been subject to margin calls and additional collateral requirements totaling more than $60 million. It said that until March 5, the company had met all of the margin requirements imposed by its repo counterparties. However, on March 5, the company received additional margin calls from seven of its 13 repo counterparties totaling more than $37 million. The company has met margin calls from three of these financing counterparties that have indicated a willingness to work with the company during these tumultuous times, but did not meet the margin requirements of the four other repo financing counterparties. >From this group of four counterparties, one notice of default has been received by the company and management expects to receive at least one additional default notice. John Stomber, Chief Executive Officer, President and Chief Investment Officer of the company, said, "The last few days have created a market environment where the repo counterparties' margin prices for our AAA-rated U.S. government agency floating rate capped securities issued by Fannie Mae and Freddie Mac are not representative of the underlying recoverable value of these securities. Unfortunately, this disconnect has created instability and variability in our repo financing arrangements. Management is actively working with the company's repo counterparties to develop more stable financing terms." Since the liquidity crisis in global fixed income markets started in August, the company has sold almost $1 billion in non-RMBS assets to improve liquidity and reduce leverage. The company has also received significant support from The Carlyle Group, most notably in the form of a $150 million subordinated revolving credit line. Fourth Quarter 2007 Highlights and Update The company had net income for the fourth quarter of 2007 was $17.6 million, compared to a net loss of $34.2 million in the third quarter of 2007. Fully diluted net income per Class B share was $0.34 in the fourth quarter, compared to a loss per Class B share of $0.74 in the third quarter of 2007. Net income for the year ended Dec. 31, 2007, was $16.8 million, or $0.45 per Class B share on a fully diluted basis. As of Feb. 27, 2008, the company's $21.7 billion investment portfolio is comprised exclusively of AAA-rated floating rate capped residential mortgage backed securities issued by Fannie Mae and Freddie Mac, which are considered to have the implied guarantee of the U.S. government and are expected to pay at par at maturity. The Carlyle Group agreed to increase the $100 million unsecured revolving credit facility made available to the company to $150 million and extend the maturity to July 1, 2009. As of Feb. 27, 2008, the company had $80 million of availability under this credit facility. As of Feb. 27, 2008, the company had unused repo lines of $2.4 billion with 11 counterparties. As of Dec. 31, 2007, the company's "Liquidity Cushion" was $67.2 million and was comprised of cash and cash equivalents, unencumbered AAA-rated mortgage backed securities and available committed borrowings from The Carlyle Group. As of Feb. 27, 2008, the company's Liquidity Cushion had increased to $130 million. The Liquidity Cushion consists of an existing $80 million Liquidity Cushion plus the additional $50 million increase to the existing unsecured revolver provided by Carlyle. The Carlyle Group with the support of the Board of Directors of the company waived the incentive fee earned for the fourth quarter of 2007. The Carlyle Group also amended its Investment Management Agreement so that the incentive fee will only be earned with respect to a calendar quarter for which the Board declares a dividend on the company's Class B shares. The Board of Directors decided to retain the company's fourth quarter earnings and not pay a dividend to achieve its short term objective of preserving the long term value of its shareholders' equity. During the fourth quarter of 2007, an affiliate of Carlyle Investment Management LLC, the company's investment manager, purchased Class B shares of the company in the open market increasing its ownership to approximately 15% of the issued and outstanding Class B shares from approximately 12% at the time of the global offering. "During the fourth quarter our portfolio stabilized and we were able to generate returns consistent with our near term targets," said John Stomber, Chief Executive Officer, President and Chief Investment Officer of the Company. "We are focused on building our liquidity cushion and broadening our available repo lines. We continue to run our business to preserve the value of our shareholders' equity and to position the Company to meet our long run objectives of earning an attractive risk adjusted return and paying a consistent dividend in the future." A full-text copy of the company's annual report can be obtained at http://ResearchArchives.com/t/s?28d7 About Carlyle Capital Carlyle Capital Corporation Limited (Euronext Amsterdam ticker symbol: CCC; ISIN: GG00B1VYV826) -- http://www.carlylecapitalcorp.com/-- is a Guernsey investment company that was formed on Aug. 29, 2006. It is a closed-end investment fund domiciled and registered as a limited company under the laws of Guernsey, Channel Islands. The company invests in a diversified portfolio of fixed income assets including high- grade mortgages and credit products. The company's day-to-day activities and investment portfolio are managed by Carlyle Investment Management LLC, whose investment professionals have extensive experience in the areas of mortgage finance, leveraged finance, capital markets transaction structuring and risk/portfolio management. CIM manages the company pursuant to a management agreement. CIM is a registered investment adviser under the U.S. Investment Advisers Act of 1940 and is an affiliate of The Carlyle Group. CARLYLE CAPITAL: Continuing Talks with Lenders on Financial Woes ---------------------------------------------------------------- Carlyle Capital Corporation Limited said Friday that it is in continuing discussions with its lenders regarding its financing situation. The Wall Street Journal reports that lenders are to meet at 10:30 a.m. today. The company disclosed that it received on Thursday substantial additional margin calls and additional default notices from its lenders. The company was also notified that some of its residential mortgage-backed securities had been liquidated by lenders who had previously issued default notices to the company. It is possible that additional securities may be liquidated by the lenders, the company said. A story on missed margin calls and default notice accompanies today's copy of the Troubled Company Reporter. In the past several days there has been a rapid and severe deterioration in the market for U.S. government agency AAA-rated residential mortgage-backed securities, the company explained. Based on the weakened market, several of the company's lenders marked down the value of the company's RMBS and informed the company that they would soon materially increase their collateral requirements. Although the company believed last week that it had sufficient liquidity, it was informed by its lenders this week that additional margin calls and increased collateral requirements would be significant and well in excess of the margin calls it received Wednesday. The company believes these additional margin calls and increased collateral requirements could quickly deplete its liquidity and impair its capital. Carlyle Capital said its management is closely monitoring the situation and considering all available options for the company. Carlyle Capital's ultimate parent, The Carlyle Group, pulled its support for the investment vehicle and trading of Carlyle Capital's stock has been halted, WSJ relates. Citigroup analyst Donald Fandetti commented that Carlyle Capital will face liquidation or bankruptcy unless Carlyle Group takes another rescue effort, The Associated Press and WSJ say. About Carlyle Capital Carlyle Capital Corporation Limited (Euronext Amsterdam ticker symbol: CCC; ISIN: GG00B1VYV826) -- http://www.carlylecapitalcorp.com/-- is a Guernsey investment company that was formed on Aug. 29, 2006. It is a closed-end investment fund domiciled and registered as a limited company under the laws of Guernsey, Channel Islands. The company invests in a diversified portfolio of fixed income assets including high- grade mortgages and credit products. The company's day-to-day activities and investment portfolio are managed by Carlyle Investment Management LLC, whose investment professionals have extensive experience in the areas of mortgage finance, leveraged finance, capital markets transaction structuring and risk/portfolio management. CIM manages the company pursuant to a management agreement. CIM is a registered investment adviser under the U.S. Investment Advisers Act of 1940 and is an affiliate of The Carlyle Group. CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Casa de Cambio Majapara S.A. de C.V. aka Majapara Casa de Cambio Lago Margarita No. 16 Colonia Granada, C.P. 11520 Mexico, D.F. Bankruptcy Case No.: 08-05230 Type of Business: The Debtor is engaged in financial transactions processing, reserve, and clearing house activities. See http://www.majapara.com.mx Chapter 11 Petition Date: March 5, 2008 Court: Northern District of Illinois (Chicago) Debtor's Counsel: Andrew L. Wool, Esq. (andrew.wool@kattenlaw.com) Katten Muchin Rosenman, LLP 525 West Monroe Street Chicago, IL 60661 Tel: (312) 902-5623 http://www.kattenlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wachovia Bank N.A. contract, disputed, $24,197,000 Attention: Carlos Perez quasi-contract, 200 South Biscayne Boulevard, trade 12 Floor Miami, FL 33131 Tel: (305) 789-6920 Blanca Nieves Luisa contract, $2,009,944 Valle Villazon quasi-contract, Navegantes 234 Esq. trade Jacarandas Col. Virginia Boca del Rio C.P. 94294 Veracruz, Mexico Tel: 52-229-935-1909 Adquira Mexico S.A. de C.V. contract, $1,674,436 Attention: Miguel Angel quasi-contract, Escalona trade Paseo de la Reforma No. 1200 Piso 2, Cruz Manca Cuajimalpa C.P. 5349 Mexico, D.F. Tel: 52-55-5-16169714 Zions First National Bank contract, $1,670,690 Attention: Lourdes Vega quasi-contract, 1 South Main Street trade Salt Lake City, UT 84111-1904 Tel: (801) 844-7876 Andamios Cimbras Y Casetone contract, $730,580 S.A. de C.V. quasi-contract, Attention: Marcelo Vazquez trade Stringel Patricio Sanz No.33 Desp. 101 Col. del Valle Mexico, D.F. C.P. 03100 Tel: 52-55-5-669-1188 Secrimex, S.A. de C.V. contract, $618,192 Attention: Ana Maria Amador quasi-contract, Lopez trade Calle 2 No. 16 Col. Alce Blanco Naucalpan de Juarez C.P. 53370 Estado de Mexico Piso Prestigio S.A. de C.V. contract, $614,590 Attention: Adan Esparza quasi-contract, Sanchez trade Calz. Lazaro Cardenas 4145 Col. Camino Real Zapopan, Jal. C.P. 45040 Mexico Tel: 52-33-3647-4088 Su Casa Produce, LLC contract, $580,134 Attention: Victor Manuel Diaz quasi-contract, 188 Old Tucson Road trade P.O. Box 1381 Nogales, AZ 85628 tel: 520-281-1409 Agencia de Viajes K contract, $478,749 Attention: Rosa Maria Lopez quasi-contract, Ramirez trade Baedeker S.A. de C.V. Tlacotalpan 96 Esquina Tehuantepec Col. Roma Sur C.P. 6760 Mexico, D.F. Tel: 52-55-5-5574-4040 Promedia Computer S.A. de contract, $416,105 C.V. quasi-contract, Attention: Evangelina Reyes trade Perez Av. Baja California 196-201 Del. Benito Juarez C.P. 6700 Mexico, D.F. Tel: 52-55-5-5564-3994 Industrias John Crane contract, $400,000 de Mexico S.A de C.V. quasi-contract, Attention: Lic. Jesus Urdaneta trade Poniente 152 No. 667 Col. Industrial Vallejo C.P. 02300 Mexico, D.F. Tel: 52-55-5-5385-0525 Taurus-Espa A, S.a. de C.V. contract, $396,585 Attention: Jos� Luis Fernandez quasi-contract, Henriquez trade Rosas Moreno 4-203 Col. San Rafael C.P. 6470 Mexico, D.F. Tel: 52-55-5-5546-8162 ext. 239 Standard Machinery and Supply contract, $394,000 Co. S.A. de C.V. quasi-contract, Attention: Barbara Hernandez trade Larrieta Tenayuca 82 Fracc. Ind. Tlalnepantla C.P. 54030 Estado de Mexico Tel: 52-55-5-565-6741