T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 12, 2008, Vol. 12, No. 61 Headlines ABITIBIBOWATER INC: Commences Offers to Exchange 15% Senior Notes ABITIBIBOWATER: S&P Assigns 'B-' Corp. Rating; Negative Outlook AEGIS MORTGAGE: Wants Court to Extend Plan-Filing Period to June 8 ALCATEL-LUCENT: Inks Deal to Acquire ReachView Technologies AMDL INC: Receives $1M in Private Offering of Common Shares AMERICAN AXLE: Union Won't Accept Terms, Halts Labor Talks AMERICAN LAFRANCE: Disclosure Statement Hearing Set Today AMERICAN HOME: Continues to Accept Bids for Non-Performing Loans AMERICAN HOME: BofA Wants to Sell $584MM of Mortgage Loans AMERICAN HOME: Gets Court Approval of Indymac Settlement AMERICREDIT CORP: Board Approves Appointment of Two New Directors ANNA GARTRELL: Case Summary & Five Largest Unsecured Creditors ARAMARK CORP: Fitch Holds and Withdraws 'B' Issuer Default Rating ASCENDIA BRANDS: Daniel Platt Succeeds Michael Gross as Director ASSET ACCEPTANCE: Amends Credit Deal to Permanently Waive Defaults AVANTAIR INC: Inks Floor Plan Finance Pact with Midsouth Services AVITAR INC: Sells $310,000 of 8.0% Secured Convertible Notes BASIC ENERGY: S&P Lifts Corp. Rating to 'BB-' on Good Risk Profile BEAR STEARNS: Moody's Lowers Ratings on 163 Tranches From 15 Deals BEARINGPOINT INC: Dec. 31 Balance Sheet Upside Down by $469.2 Mil. BENTLEY GROUP: To Close 120 Stores, Lay Off 520 Employees BLB MANAGEMENT: Interest Payment Default Spurs Moody's Junk Rating CAPRI CONDOMINIUM: Wants to Hire Burr & Forman as Special Counsel CARIBBEAN RESTAURANTS: Moody's Pares Ratings to 'B3' From 'B2' CASH TECHNOLOGIES: Unit Agrees to Acquire Turbocharger Assets CATAPULT COMMS: Discloses Reduction in Global Workforce by 11% CENTERSTAGING: Voluntary Chapter 11 Case Summary CERADYNE INC: Board Approves Repurchase of $100 Mil. Common Stock CSFB ABS: Realized Losses Spurs S&P's Rating Cuts on Two Classes CHAMPION ENTERPRISES: Buys ModularUK with $4 Mil. Debt Assumptions CHARLES RIVER: Moody's Changes Outlook to Stable; Retains Ratings CHARTER COMMS: Moody's Holds Junk Ratings on Adequate Liquidity CHARTER COMMS: S&P Changes Outlook to Neg on Liquidity Concerns CHARTER COMMUNICATIONS: Plans to Borrow $275 Million in Term Loans CHARTER COMMUNICATIONS: Plans to Issue $500 Mil. of 2nd Lien Notes CHARYS HOLDING: Can Hire Richards Layton as Bankruptcy Co-Counsel CHARYS HOLDING: Allowed to Hire Michael Brenner as Special Counsel CHRYSLER LLC: Idles Facility in Delaware Due to Axle Labor Strike COMPLETE PRODUCTION: S&P Upgrades Corporate Credit Rating to 'BB-' COUNTRYWIDE FINANCIAL: FBI Digs Deep Into Evidence; Finds Errors CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes CRUM & FORSTER: Strong Earnings Cues S&P's Positive Watch Listing CSFB: Fitch Junks Ratings on Two Certificate Classes CUNNINGHAM LINDSEY: S&P Alters Outlook to Stable; Holds B- Rating DIOGENES CDO: $120 Mil. Notes Get Moody's Junk Rating DLJ MORTGAGE: Fitch Holds 'BB+' Rating on Class B3 Certificates DOUGLAS ARMSTRONG: Case Summary & Largest Unsecured Creditor DIABLO GRANDE: Voluntary Chapter 11 Case Summary DURA AUTOMOTIVE: Seeks $230 Mil. Financing to Execute Revised Plan ENCYSIVE PHARMA: Regains Compliance Under Nasdaq's Listing Rules ENESCO GROUP: Plan Confirmation Hearing Deferred to April 9 EPICOR SOFTWARE: S&P Withdraws Ratings Upon Company's Request EVELYN DONALDSON: Case Summary & 15 Largest Unsecured Creditors FAIRFAX FINANCIAL: S&P Designates Ratings on Positive CreditWatch FEDDERS CORP: Wants Committee's $150 Million Lawsuit Denied FESTIVAL FUN: Bond Repayments Cues Moody's to Withdraw All Ratings FIRST FRANKLIN: Seven Classes of Certs. Gets S&P's Junk Ratings FOCUS ENHANCEMENTS: Inks Pact for $6.5 M. Loan with Heritage Bank FRANCIS LEE CO: Voluntary Chapter 11 Case Summary GENCORP INC: Terry Hall Steps Down as Chief Executive Officer GENCORP INC: Agrees with Steel Partners on Board Nominations GENCORP INC: S&P Retains 'B+' Rating; Changes Outlook to Negative GLOBAL MOTORSPORT: Has Approval to Sell Assets to Dae-II for $16MM GPS INDUSTRIES: Obtains $3.0 Million Loan from Silicon Valley Bank GRAHAM PACKAGING: Fitch Affirms Ratings with Stable Outlook GSC CDO: Moody's Slashes Ratings on Deteriorating Credit Quality H&E EQUIPMENT: Marginal Declines Cue Moody's To Hold 'B1' Ratings HAVEN HEALTHCARE: Committee Can Hire Deloitte as Financial Advisor HEARTLAND AUTO: BNC et al. Protest on $10 Million DIP Financing IMMUNICON CORP: Cuts Staff by 40% to Mitigate Risks and Expenses INDEPENDENCE COUNTY: S&P Chips Rating on $29.285 Mil. Bonds to BB- KAYDON CORP: Moody's Keeps Low-B Ratings; Alters Outlook to Stable LANCER FUNDING: Eroding Credit Quality Prompts Moody's Rating Cuts LASALLE COMMERCIAL: Two Cert. Classes Obtains Moody's Junk Ratings LAS VEGAS SANDS: Completes Sale of The Palazzo to General Growth LEVITT AND SONS: Mechanic Lienholders' Dismissal Request Denied LEVITT AND SONS: Wants to Employ Bilzin Sumberg as Tax Counsel LIBERTY MEDIA: Board Approves Repurchase of Common Stock LILLIAN VERNON: Taps Morris Nichols as Bankruptcy Counsel LOUIS PEARLMAN: To Plead Guilty This Week for Fraud Allegations LSI CORP: Inks Asset Purchase Agreement with Infineon Technologies MAGNA ENT: Reports $42.9 Million Net Loss for 2007 Fourth Quarter MANCHESTER INC: Gets Interim Ok to Employ Eric Liepins as Counsel MERRILL LYNCH: Moody's Confirms Low-B Ratings on Six Cert. Classes MERRILL LYNCH: Moody's Confirms Low-B Ratings on Three Classes META HEALTH: To Sell Theramed Unit to Reduce Debt Load META HEALTH: Shareholders to Review Rogan Buyout Offer on April 7 METHANEX CORP: Paying $0.14/Share Quarterly Dividend on March 31 METROPOLITAN MORTGAGE: Reaches Settlement with PwC, Receives $30MM MICRON TECH: S&P Assigns 'BB-' Corporate Rating on Negative Watch MONEYGRAM INT'L: Agrees to Amend Agreement with Investment Group MORTGAGE ASSISTANCE: Inks Two Note Agreements for $600,000 NATIONAL CINEMEDIA: Dec. 27 Balance Sheet Upside Down by $572.4MM NEWPARK RESOURCES: Buyer Seeks More Time to Arrange Financing NEWPARK RESOURCES: Postponed Sale Won't Affect S&P's 'B+' Rating NEW YORK UNITED: Judge Hardin Confirms Chapter 11 Liquidation Plan NOMURA ASSET: Fitch Holds 'B-' Rating on $27.9MM Class B-6 Certs. NRG ENERGY: Earns $104 Mil. For 2007 Fourth Quarter Ended Dec. 31 ORECK CORP: Debt Under $215MM Credit Pact Sold At Almost 50% Off PEDRO'S OF BROOKFIELD: Case Summary & 20 Largest Unsec. Creditors PHARMED GROUP: Exclusive Plan Filing Period Extended to April 25 PILGRIM'S PRIDE: Sells Pennsylvania Facility & Exits Turkey Biz PLASTECH ENGINEERED: Court Okays Allard & Fish as Local Counsel PLASTECH ENGINEERED: Wants JCI Contractual Disputes Resolved PLASTECH ENGINEERED: Wants Non-cooperating Vendors Summoned PLASTECH ENGINEERED: Wells Fargo Seeks Equipment Lease Payments PNM RESOURCES: Fitch Cuts Issuer Default to BB+ from BBB- POWERLINX INC: Inks Asset Purchase Agreement with Zone Defense LLC PRB ENERGY: Wants to Access PRB Funding's $300,000 Loan Facility PRIMARY ENERGY: Posts $21.0MM Net Loss for Year 2007 Ended Dec. 31 QUEBECOR WORLD: Court OKs Rejection of Banc of America Lease Pact QUEBECOR WORLD: Court Approves Creditor Information Protocol QUEBECOR WORLD: Can Pay Non-Employee Sales Brokers' Commissions RAMP SERIES: 18 Tranches Acquire Moody's Rating Downgrades RH DONNELLEY: Moody's Holds Ratings; Revises Outlook to Negative SHARON DE EDWARDS: Case Summary & 20 Largest Unsecured Creditors SHARPER IMAGE: Gets Authority to Obtain $60,000,000 DIP Financing SILVER MARLIN: Moody's Junks Rating on $21.5 Mil. Notes From 'Aa2' SILVER STATE: Owner Fails to Appear at Tuesday's Hearing SIRVA INC: Triple Net to Appeal Order Allowing $150M DIP Financing SIRVA INC: Triple Net to Appeal Approval of Claims Payment Order SIX FLAGS: Stockholders' Deficit Rises to $252 Mil. at December 31 SOLOMON DWEK: 56 Residential Homes to Be Sold on April 2 SOLOMON TECH: Agrees to Accelerate Debentures Held by Harborview SOLUTIA INC: Inks Amended Monsanto and Retiree Agreements SOLUTIA INC: Issues New Common Stock Under Confirmed Plan SOLUTIA INC: Terminates Pre-Emergence Stock and Select Deals SPECTRUM BRANDS: Inks Standstill Agreement with Harbinger Capital SPENCER ARRINGTON: Case Summary & Eight Largest Unsec. Creditors STEEL DYNAMICS: Board Authorizes Two-For-One Common Stock Split STRUCTURED ASSET: Nine Tranches Acquire Moody's Junk Ratings TEQUESTA CAPITAL: Facing Liquidation After Missing Margin Calls TLC VISION: Shareholder Joffe Endorses Himself as Board Nominee TOUSA INC: Bigwater Partners Balk at $135MM DIP Financing TOUSA INC: Gets Court Permission to Continue to Sell Homes TOUSA INC: Court Approves Berkowitz Amended Employment Agreement TOUSA INC: Court Approves Sale of Note to PRN for $13,500,000 TPF GENERATION: S&P Keeps 'BB-' Rating on $1.15BB Sr. Facilities TRICOM SA: Wants to Employ Squire Sanders as Dominican Counsel TRICOM SA: Seeks Court Authority to Hire Sotomayor as Auditors TRICOM SA: Reports 19 Largest Unsecured Creditors; List Amended TRUMAN CAPITAL: Two Cert. Classes Get S&P's Rating Cuts on Losses TWL CORP: To Merge Newly Acquired Divergent with Unit UNIVISION COMMS: Moody's Keeps B1 Ratings; Gives Negative Outlook US STEEL: Unit Backs Out From Talks to Sell Wabush Mine Stake USG CORP: Enough Cushion on Liquidity Cues S&P to Hold BB+ Rating VITESSE SEMICONDUCTOR: To Complete Audit in Second Quarter 2008 WCI COMMUNITIES: Sees at Least $410,000,000 4th Qtr Pre-Tax Loss WELLCARE HEALTH: Appoints O'Neill as SVP, Gen Counsel & Secretary WELLCARE HEALTH: 10 Units File Health Reports with State Agencies WICKES FURNITURE: Landlords Complain Over Erroneous Lease Notices WOLFE PLUMBING: Case Summary & 20 Largest Unsecured Creditors WORNICK CO: Ad Hoc Committee, Sopakco Object Sale Bid Procedures WR GRACE: To Pay $250 Million for Cleanup of Asbestos in Montana ZIFF DAVIS: Seeks Authority to Use Noteholders' Cash Collateral ZIFF DAVIS: Seeks April 21 Extension of Schedules Filing Deadline ZIFF DAVIS: Seeks Permission to Pay Prepetition Wages & Benefits ZIFF DAVIS: Wants Utility Companies Barred from Halting Services * S&P Downgrades 87 Tranches' Ratings From 15 Cash Flows and CDOs * S&P Ratings on 95 Classes From 89 RMBS Deals Tumbles to 'D' * Fitch Says Student Loan Trust Still Resilient Despite Disruption * Banks Still Cautious on Hedge Fund Debts Despite U.S. Backing * Kilpatrick's Subprime Team Adds White Collar Crime Lawyers * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: Commences Offers to Exchange 15% Senior Notes ----------------------------------------------------------------- AbitibiBowater Inc. commenced private offers to exchange notes in a private placement for a combination of cash and new 15% Senior Notes due 2010 to be issued by Abitibi-Consolidated Company of Canada. Old notes include: -- 6.95% Senior Notes due 2008 of Abitibi-Consolidated Inc., a subsidiary of ABH; -- 5.25% Senior Notes due 2008 of ACCC, a subsidiary of ACI; and -- 7.875% Senior Notes due 2009 of Abitibi-Consolidated Finance L.P., a subsidiary of ACI. The exchange offers are being made only to qualified institutional buyers and institutional accredited investors inside the United States and to certain non-U.S. investors located outside the United States. Each exchange offer will expire at 11:59 p.m., New York City time, on April 4, 2008, unless extended. Eligible holders who validly tender and do not withdraw their old notes on or prior to 5:00 p.m., New York City time, on March 26, unless extended, will also receive additional cash payments in lieu of a portion of the new notes. The cash to be paid and principal amount of new notes to be issued to eligible holders for each $1,000 principal amount, or principal amount at maturity, as applicable, of old notes accepted in exchange well as the cash to be paid to eligible holders who validly tender their old notes on or prior to the consent payment deadline. The company is also soliciting consents to amend the supplemental indentures governing the old notes and agreement from the holders of the old notes not to exercise any remedies under the old notes or their respective supplemental indentures until April 8, 2008. Consideration per $1,000 principal amount of old notes exchanged Title of old notes to be exchanged: 6.95% Senior Notes due 2008 CUSIP No.: 003924AA5 Aggregate Principal Amount Outstanding:$195,612,000 If Tendered by the Consent payment Deadline Principal Amount of new notes to be issued: $500 Cash Payment: $500 If Tendered after the Consent payment Deadline Principal Amount of new notes to be issued: $600 Cash Payment: $400 Title of old notes to be exchanged: 5.25% Senior Notes due 2008 CUSIP No.: 003669AB4 Aggregate Principal Amount Outstanding: $150,000,000 If Tendered by the Consent payment Deadline Principal Amount of new notes to be issued: $500 Cash Payment: $500 If Tendered after the Consent payment Deadline Principal Amount of new notes to be issued: $600 Cash Payment: $400 Title of old notes to be exchanged: 7.875% Senior Notes due 2009 CUSIP No.: 003672AA0 Aggregate Principal Amount Outstanding: $150,000,000 If Tendered by the Consent payment Deadline Principal Amount of new notes to be issued: $750 Cash Payment: $250 If Tendered after the Consent payment Deadline Principal Amount of new notes to be issued: $850 Cash Payment: $150 The purpose of these private exchange offers is to improve ABH's financial flexibility by extending the maturities of its overall indebtedness and reducing the amount of its outstanding indebtedness with maturities in 2008 and 2009. Tendered old notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on March 26, 2008. Old notes tendered after the consent payment deadline may not be withdrawn. Each of the exchange offers is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the exchange offers at least 90% principal amount of each series of old notes tendered into the exchange. ACCC will enter into a registration rights agreement pursuant to which it will agree to file an exchange offer registration statement with the Securities and Exchange Commission with respect to the new notes. The new notes will be senior unsecured obligations of ACCC, and will be guaranteed by ACI and ACF, ranking equal in right of payment with old notes not tendered in the exchange offers. The new notes will mature on July 15, 2010, and will bear interest at a rate per annum equal to 15%. Interest on the new notes will be payable on July 15 and January 15 of each year, beginning on July 15, 2008. The other terms of the new notes will be substantially similar to the terms of the 5.25% Senior Notes due 2008 of ACCC, except that the new notes will be guaranteed by ACI and certain subsidiaries and affiliates of ACI. The new notes have not been and will not be registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer. About AbitibiBowater Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH) -- http://www.abitibibowater.com/-- was formed as a result of the combination of Abitibi-Consolidated Inc. and Bowater Incorporated. Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater Incorporated became subsidiaries of AbitibiBowater. The company produces a range of forest products marketed in more than 80 countries around the world. The company's customers include many publishers, commercial printers, retailers, consumer products companies and building supply outlets. AbitibiBowater is also a recycler of newspapers and magazines. The company owns or operates 32 pulp and paper mills and 35 wood products facilities in North America and offshore. The company manages its business in five segments: coated papers, specialty paperBs, newsprint, market pulp and lumber. * * * As reported in the Troubled Company Reporter on Feb. 25, 2008, Fitch Ratings downgraded the ratings of AbitibiBowater Inc. and subsidiaries as: Abitibi-Consolidated Inc.; IDR to 'CCC' from 'B-'; senior unsecured debt to 'CCC/RR4 from 'B-/RR4'; secured revolver to 'CCC+/RR3' from 'B/RR3'. Bowater Incorporated: IDR to 'CCC' from 'B-'; senior unsecured debt to 'CCC/RR4' from 'B-/RR4'; secured revolver to 'B/RR1' from 'BB-/RR1'. Bowater Canadian Forest Products Inc.: IDR to 'CCC' from 'B-'; senior unsecured debt to 'B-/RR2' from 'B+/RR2; secured revolver to 'B/RR1' from 'BB-/RR1'. All ratings have been placed on rating watch negative. ABITIBIBOWATER: S&P Assigns 'B-' Corp. Rating; Negative Outlook --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' long-term corporate credit rating to recently formed, Montreal-based AbitibiBowater Inc. The outlook is negative. AbitibiBowater is the parent company of Abitibi-Consolidated Inc. and Bowater Inc., which continue to operate as its subsidiaries. S&P also lowered the long-term corporate credit and senior unsecured debt ratings on both subsidiaries to 'B-' from 'B', and placed Abitibi-Consolidated on CreditWatch with negative implications. The outlook on Bowater is negative. "The CreditWatch placement on Abitibi-Consolidated reflects our uncertainty that parent AbitibiBowater will be able to complete its recently announced refinancing plan in time to address more than US$1 billion in upcoming debt maturities and bolster liquidity, given current credit market conditions," said Standard & Poor's credit analyst Jatinder Mall. "We are not placing the ratings on AbitibiBowater and Bowater on CreditWatch as the current capital structure does not allow for movement of cash flows from Bowater to Abitibi-Consolidated, or vice versa, and there are no cross default triggers between the two subsidiaries," Mr. Mall added. The ratings reflect AbitibiBowater's participation in the declining newsprint market, a highly leveraged capital structure, liquidity concerns, and weak cash flow generation. These risks are partially offset by its leading market position in the newsprint market and expectations that synergies and high-cost mill closures could lead to improved profitability. AbitibiBowater is the largest newsprint producer in North America with annual capacity of about 5.3 million metric tons. The company also produces coated and uncoated paper, pulp, and wood products. It has 27 pulp and paper, and 35 wood product facilities in Canada, the U.S., South Korea, and the U.K. S&P will monitor the developments of AbitibiBowater's refinancing plans in order to resolve the CreditWatch on Abitibi-Consolidated. S&P could lower the ratings on Abitibi-Consolidated if it is unable to meet its maturing debt obligations. The negative outlook on both AbitibiBowater and Bowater reflects weak market conditions for the newsprint and lumber business segments and the significant challenges the companies face in rationalizing production capacity to meet deteriorating demand. S&P could lower the ratings on both the parent and subsidiaries if newsprint and lumber prices and demand decline severely and the merged company is unable to realize synergies and reduce debt as stated. An upgrade, although unlikely, would require meaningful deleveraging of the company's balance sheet. AEGIS MORTGAGE: Wants Court to Extend Plan-Filing Period to June 8 ------------------------------------------------------------------ Aegis Mortgage Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend to (i) June 8, 2008, the period during which they have the exclusive right to file a Chapter 11 plan, and (ii) Aug. 7, 2008, the period during which they have the exclusive right to solicit acceptances of that plan. Pursuant to Del.Bankr.LR 9006-2, the Exclusive Plan Filing Period is automatically extended until the conclusion of the hearing on the Debtors' request. The Court will convene a hearing on April 14, 2008, at 10:30 a.m., Eastern Time, to consider the requested 90-day extensions. Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, says that the brief extension will further the intent of Section 1121 of the Bankruptcy Code, which gives the Debtors opportunity to negotiate with their creditors and to propose and confirm a consensual plan. Mr. Cairns says the request is appropriate since the Debtors met the requirements for a valid extension. He argues that: (1) the Debtors' cases involved the liquidation of the assets of a company engaged in complex financial transactions; (2) the Debtors are generally paying their postpetition obligations as they become due; (3) the Debtors have acted in good faith to maximize the value of estates for the creditors' benefits and they continue to expeditiously move their cases forward; and (4) the extension is not sought to pressure creditors. Deadline to submit objections to the Exclusivity Motion is on April 7, 2008 at 4:00 p.m., Eastern Time. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. The Official Committee of Unsecured Creditors is represented by Landis Rath & Cobb LLP. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan of reorganization expires on April 9, 2008. (Aegis Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ALCATEL-LUCENT: Inks Deal to Acquire ReachView Technologies ----------------------------------------------------------- Alcatel-Lucent signed an agreement to acquire ReachView Technologies, a service assurance consulting and integration firm in North America. The financial terms of the agreement are not being disclosed. The company relates that upon completion this acquisition will enhance Alcatel-Lucent's current professional services consulting practice, specifically, OSS/BSS and software integration, enabling the company to deliver advanced service assurance solutions to carriers and industry and public sector customers. "Communications service providers are looking for advanced services assurance solutions, and by acquiring ReachView, Alcatel- Lucent will be able to more quickly meet that need," said Andy Williams, president of Alcatel-Lucent's Services business. "The skills of ReachView complement our own service assurance competence centers. Together we will be able to offer carriers the premier consulting and integration expertise they are looking for, no matter where they are located." "Carriers and large enterprises have complex networking, services and business challenges, and they are looking for a partner that can help them with their operations requirements," said Ian Bresnahan, ReachView's chief executive officer. "ReachView is excited to be joining Alcatel-Lucent to offer customers our expertise in delivering quality of service and service assurance solutions, Mr. Bresnahan added. "Our combined skills, knowledge, network expertise and access to multi-vendor labs, will give us a competitive advantage in taking on very large and complex transformation projects." Mr. Bresnahan and the two other principle partners, Todd Cochran and Josh Shipman, of ReachView will continue with Alcatel-Lucent after the acquisition. Alcatel-Lucent's service assurance solution provides tools to ensure that end-user services provided by a carrier or enterprise are continuously available and performing to service level agreements and quality of service performance levels. The tools monitor performance, availability and quality of experience, detect possible failures while at the same time assess services and impact on the user experience. Alcatel-Lucent related that with ReachView it will be able to provide a total consulting practice that will help operators isolate, prioritize and resolve network & server issues faster, through root cause isolation and resolution management. These solutions are tailored to match each operator's operational and business process environment. According to the company, integrating a solution into an operator's network, taking into consideration existing systems, service definitions and adapting to the carrier's processes is a unique competency of the combined companies. The closing, which is subject to the satisfaction of certain conditions, is expected to be April 1, 2008. About ReachView Technologies Headquartered in Atlanta and Dallas, ReachView Technologies -- http://www.reachview.com/-- specializes in best practices around service assurance and performance management consulting, technology solutions and integration. For service providers and enterprise customers, reachview technologies mission is to provide its clients with solutions that assure quality service delivery to their customers. The company has approximately 85 employees. About Alcatel-Lucent Headquartered in Paris, Alcatel Lucent -- http://www.alcatel- lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that enable service providers, enterprises and governments, to deliver voice, data and video communication services to end users. It offers end-to-end solutions that enable communications services for residential, business and mobile customers. It has operations in more than 130 countries Alcatel-Lucent is organized around three business groups and four geographic regions. The Wireless, Wireline and Convergence groups, which make up the Carrier Business Group, are dedicated to serving the needs of the world's service providers. The Enterprise Business Group focuses on meeting the needs of business customers. The Services Business Group designs, deploys, manages and maintains networks worldwide. The Company's geographic regions are Europe and North, Europe and South, North America, and Asia-Pacific. * * * Moody's Investor Service placed Alcatel-Lucent's probability of default rating at 'Ba2' in March 2007. The rating still holds to date with a stable outlook. AMDL INC: Receives $1M in Private Offering of Common Shares ----------------------------------------------------------- AMDL Inc. disclosed Friday that it conducted the second closing of a combined private offering under Regulation D and Regulation S of 323,626 shares of common stock and warrants to purchase 161,813 shares of common stock, receiving $1,000,004 in aggregate gross proceeds from the sale. In the first closing on Dec. 24, 2007, the company generated net proceeds of approximately $5,433,000, in a private unit offering of 2,007,508 shares of common stock and warrants to purchase 1,003,755 shares of common stock. In the second closing, the shares of AMDL common stock were sold at $3.09 per share to one purchaser and the company issued to the purchaser warrants to purchase 161,813 shares at an exercise price of $4.74 per share. All of the shares sold and warrants isssued in the second closing to the purchaser were at the same price and on the same terms as the shares and warrants issued in the first closing of the offering. In connection with the offer and sale of securities to the purchaser in the second closing, the company relied on the exemption from registration provided by Section 4(2)and Regulation D of the Securities Act of 1933, as amended. The investor was introduced to the company by a finder who received a fee of $100,000 for introducing the investor. In connection with the offering, the company agreed to file a registration statement with the Securities and Exchange Commission on Form S-3 covering the secondary offering and resale of the shares and the warrant shares sold in the offering. The registration statement was filed on Feb. 27, 2008, and included all of the shares and warrant shares issued in the first closing and the shares to be issued in the second closing as the purchaser had been identified by that time. In addition, the company agreed that if the registration statement was not declared effective on or before the earlier of (i) the 120th day following the closing of the offering or (ii) the date which is within five (5) business days after the date on which the SEC informs the company in writing (a) that the SEC will not review the registration statement, or (b) that the company may request acceleration of the registration statement, then the company would be obligated to issue as "liquidated damages" to each purchaser, additional warrants in an amount equal to 1.5% of the warrant shares issuable on exercise of warrants issued to each purchaser for each 30 day period during which such failure to be declared effective had occurred and is continuing, up to a maximum of a total of six percent (6%) of the number of warrant shares issuable to each purchaser in the offering. About AMDL Inc. Based in Tustin, California, AMDL Inc. (AMEX: ADL) -- http://www.amdl.com/-- together with Jade Pharmaceutical Inc., engages in the development, manufacture and marketing of proprietary pharmaceutical and diagnostic products. Through its Jade subsidiaries, AMDL Inc. currently holds licenses for 133 products that are manufactured as large volume injection fluids, tablets and other related products. It currently manufactures over 20 key generic, over the counter and supplemental pharmaceutical products under certified Chinese Good Manufacturing Practice (CGMP) standards. The company's near and long-term operating strategies focus on (i) obtaining Food and Drug Administration and China's State Food and Drug Administration approval for its proprietary diagnostic tumor- marker test kit DR-70(R), (ii) seeking a large pharmaceutical partner for its combination immunogene therapy technology, (iii) increasing sales of JPI's existing products and expanding JPI's distribution networks, (iv) funding the research and development, licensing and/or purchase of new products, and (v) wholesale distribution to retail stores known as "Jade Healthy Supermarkets." * * * Corbin & Company LLP, in Irvine, Calif., expressed substantial doubt about AMDL 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 pointed to the company's significant operating losses and negative cash flows from operations through Dec. 31, 2006, and accumulated deficit at Dec. 31, 2006. As reported in the Troubled Company Reporter on Feb. 26, 2008, during the nine months ended Sept. 30, 2007, the company generated aggregate net revenues of $9.65 million, compared to $54,105 in the same period in 2006. The company's net loss was $2.67 million, as compared to a net loss of $2.57 million for the nine months ended Sept. 30, 2006. AMERICAN AXLE: Union Won't Accept Terms, Halts Labor Talks ---------------------------------------------------------- American Axle & Manufacturing Holdings Inc. and the United Auto Workers union representatives have ceased negotiations yesterday after a bargaining that lasted three days failed to produce results, Terry Kodrosky and Neal Boudette of The Wall Street Journal report. Union officials weren't happy with the terms proposed by the auto parts company. The talks would have resolved the two-week old protest of the 3,650 employees at master-contract plants in Michigan and New York. American Axle, which earned $37 million on $3.25 billion sales in 2007, wants a deal like those UAW gave General Motors Corp., Ford Motor Co., Chrysler LLC, and parts makers Delphi Corp. and Dana Corp., insisting that cutting labor costs is essential to be competitive, The Associated Press relates. The auto parts supplier is asking the union to approve $20 to $30 hourly wage cuts from $73 per hour to $27 per hour, arguing that its original U.S. locations incurred losses for three years. WSJ says no one is certain if talks would resume today. As reported in the Troubled Company Reporter on Feb. 27, 2008, UAW union president Ron Gettelfinger and Vice President James Settles disclosed that members at American Axle began an unfair labor practices strike at 12:01 a.m. on Feb. 26, 2008, following expiration of a four-year master labor agreement, which expired at 11:59 p.m., Feb. 25, 2008. GM has about 29 facilities affected by the strike at Axle as the supplier attempts to negotiate with the union. 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 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 LAFRANCE: Disclosure Statement Hearing Set Today --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a hearing today at 10:00 AM to consider the adequacy of the Disclosure Statement explaining American LaFrance, LLC's Plan of Reorganization. American LaFrance delivered to the Court a Plan of Reorganization and supporting Disclosure Statement on February 3, 2008. The Plan contemplates satisfaction in full of all senior secured debt, administrative claims, and priority claims. Only the Official Committee of Unsecured Creditors has filed an objection to the ALF Plan and Disclosure Statement, asserting that the Plan is unconfirmable. Judge Brendan Linehan Shannon originally scheduled the Disclosure Statement hearing for March 3, and later adjourned it to March 10 at 2:00 p.m. Creditors Committee Objects The Official Committee of Unsecured Creditors of American LaFrance has urged the Court to deny approval of any Disclosure Statement at this stage of the Debtor's case. James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, argues, that in filing the Debtor's Plan without any prior discussion with non-insider creditors, Patriarch Partners Agency Services is attempting to ram through an inequitable plan process without any meaningful opportunity for creditor input. Patriarch is the Debtor's insider lender. Mr. Carignan contends that prior to the Petition Date, "Patriarch replaced virtually all of the Debtor's senior executives with persons employed by Patriarch, then carefully crafted a proposed chapter 11 plan that would perpetuate its complete control of the Debtor's assets and wipe out over $57 million in unsecured claims." Mr. Carignan asserts that the Debtor's Plan and Disclosure Statement cannot be approved for these reasons: (1) The Plan is facially unconfirmable under Section 1129 of the Bankruptcy Code. (2) The Disclosure Statement does not contain "adequate information" as required by Section 1125 of the Bankruptcy Code. (3) The proposed Solicitation and Voting Procedures are not designed to permit impaired creditors to determine the outcome of the Plan. (4) The Debtor has failed to propose the Plan in good faith. Non-Conformity to Section 1129 The Plan does not conform to Section 1129 because it contains broad release provisions, which releases not only the Debtor but also its prepetition lenders, Mr. Carignan argues. "Such releases are particularly offensive, where, as here, the parties in interest have been denied any meaningful opportunity to investigate the claims to be released." Section 1123 of the Bankruptcy Court provides that a plan must provide the same treatment for each claim or interest of a particular class. The Plan violates Section 1123, Mr. Carignan adds, in that it depends on the affirmative vote of holders of unsecured claims but provides that no Class 4 unsecured creditor who votes to accept the Plan will be entitled to participate in Plan distributions. "Ironically, then, the only unsecured creditors that will receive a distribution under the Plan are those that vote against the Plan, but those creditors will not have the benefit of a release of preference liability that is enjoyed by creditors voting in favor of the Plan," Mr. Carignan points out. He notes that the Disclosure Statement also includes a "Preference Election" provision that refers both to a waiver of distribution rights and a shield from preference exposure. It seems that the option to take the preference election is only available to creditors voting to approve the Plan, Mr. Carignan relates. "It is therefore apparent that the Debtor is attempting to engineer confirmation by favoring creditors in Class 4 that vote in favor of the Plan over dissenting creditors," he says. The Committee emphasizes that the Plan and Disclosure Statement should fully explain, pursuant to Section 1129(a)(5), whether, and if so, why, the people operating the Debtor post-confirmation will be appointees of Patriarch and Lynn Tilton similar to those persons that operated the company prepetition. The Committee also complains that it has not been afforded sufficient time to determine the adequacy of the Debtor's liquidation analysis, pursuant to Section 1129(a)(7). However, given the absence of any Lender lien on avoidance actions and the possibility that the Committee's incipient investigation of Patriarch could well yield a basis for recharacterization or subordination of Patriarch's liens and claims, it is possible that dissenting unsecured creditors would fair better in a Chapter 7 liquidation, Mr. Carignan informs the Court. The Committee cites that if the Class 4 General Unsecured Creditors reject the Plan, the Plan cannot be confirmed because it then would not satisfy Section 1129(a)(10). That is because Class 4 is the only class of non-insider claims that is impaired under the Plan, according to Mr. Carignan. Section 1129(a)(10) requires that at least one impaired class under the plan must accept the plan, without including acceptance by an insider. The Plan provides that the Debtor will seek to cramdown the Plan upon dissenting creditors in the event that one or more impaired classes of creditors votes to reject the Plan. The Committee asserts that the Debtor's Plan cannot be "crammed down" as currently proposed because it does not meet the "fair and equitable" requirement of Section 1129(b). Although Class 4 unsecured creditors are impaired and will not receive payment in full on account of their claims, the Debtor's equity holders retain their interests under the Plan and will not be impaired. Thus, Section 1129(b) cram-down over the dissenting vote of Class 4 will not be an option available to the Debtor, Mr. Carignan points out. Inadequate Information Mr. Carignan emphasizes that the Disclosure Statement should be denied because it lacks "adequate information:" * All of the information in the Disclosure Statement is suspect because the Debtor seeks its approval prior to non- insider entities having been afforded an adequate opportunity to scrutinize either Plan alternatives, or the accuracy and completeness of the information contained in the Disclosure Statement. * The Disclosure Statement does not adequately set forth the numerous insider connections among Debtor, management, secured lenders and equity owners. * The Debtor does not disclose the nature, scope or results of any investigation it conducted into potential causes of action against parties to receive releases under the Plan, or the potential value of such claims. * The Debtor does not disclose the nature, scope or results of any investigation it conducted into potential causes of action to be retained by the Reorganized Debtor under the Plan, or the potential value of those claims. * The Disclosure Statement fails to apprise holders of Class 4 Claims that the Plan cannot be confirmed without the affirmative vote of Class 4. * The Disclosure Statement fails to adequately disclose the aggregate amount of Class 4 Claims. * The Disclosure Statement fails to adequately identify and disclose the the Excluded Liabilities, and fails to apprise holders of Class 4 Claims of the likely value, if any, of the Trust Property that will be available for them under the Plan after payment of Excluded Liabilities. * The Disclosure Statement does not account for the possibility that the alleged liens and security interests of the Lenders may not extend to certain or any of the Debtor's assets, nor for the possibility that they may be recharacterized or otherwise subordinated. * The "best interests" analysis in the Disclosure Statement is inadequate because the liquidation analysis does not account for, among other things, Chapter 5 causes of action and claims against the Debtor's Lenders and insiders. * The Disclosure Statement is insufficient with respect to the preference election and the consequences of a vote by an unsecured creditor to approve the Plan. Modify Solicitation Procedures The Committee contends that if the Court is otherwise inclined to allow the Plan process to move forward at this time, the Voting and Solicitation Procedures must be modified so that all unsecured creditors are entitled to vote the full amount of their claims. The Committee asserts that: -- The commencement of the Plan Solicitation and the Voting Deadline occurs far too soon. It should be pushed back to shortly prior to the proposed confirmation date. -- The Debtor should not be permitted to mail solicitation packages until after the proof of claim bar date so that all entities that file proofs of claim will be provided with an adequate opportunity to vote. -- The Debtor's proposal that the only entities that will be sent a solicitation package are the holder of claims entitled to vote on the Plan, would permit the Debtor to disenfranchise entities with claims that enjoy a presumption of validity from participating in the confirmation process. -- The form of ballot the Debtor proposes is confusing, incomplete and should be revised. -- The form of ballot does not highlight the requirement that a creditor must provide trade credit to obtain the benefits of the preference waiver, and thus must be revised. -- The proposed solicitation package does not provide sufficient information to voters. "The Debtor should be required to include in the solicitation package a separate cover letter prepared by the Committee, advising Class 4 creditors of the committee's concerns regarding the Plan and urging creditors to vote against the Plan," Mr. Carignan maintains. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. American LaFrance LLC will pursue a sale of its business operations in the event that the company's plan of reorganization is not confirmed. The Debtor filed its plan of reorganization on Feb. 3. (American LaFrance Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Continues to Accept Bids for Non-Performing Loans ---------------------------------------------------------------- American Home Mortgage Investment Corp. and its debtor-affiliates -- in consultation with the Official Committee of Unsecured Creditors appointed in their cases -- will continue to accept final bids with respect to their unencumbered non-performing loans until March 25, 2008. The U.S. Bankruptcy Court for the District of Delaware will convene a hearing March 27, 2008, to consider approval of the sale of the Debtors' unencumbered non-performing loans. The Debtors anticipate the sale to close on March 28. As reported in the Troubled Company Reporter on Feb. 13, 2008, the Bankruptcy Court originally set 4:00 p.m., Eastern Time, on Feb. 26, 2008, as the final deadline for parties to submit a bid on American Home's non-performing loans. The Court authorized the sale of the Debtors' non-performing loans, subject to higher and better offers for each pool of non- performing loans, on Feb. 1, 2008. Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home is currently seeking an extension of its exclusive period to file a plan of reorganization through June 2, 2008; and its exclusive period to solicit and obtain acceptances for that plan through July 31, 2008. (American Home Bankruptcy News, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: BofA Wants to Sell $584MM of Mortgage Loans ---------------------------------------------------------- Bank of America, N.A. -- agent of the lenders under American Home Mortgage Investment Corp.'s Second Amended and Restated Credit Agreement dated August 10, 2006, that were owed about $1,104,550,000 as of the Debtors' bankruptcy filing -- intends to sell the rights to 3,400 mortgage loans with outstanding $584,000,000 that were pledged by the Debtors as collateral for their prepetition loan. Accordingly, Bank of America asks the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay under Section 362(d)(1) of the Bankruptcy Code to allow it to market and sell the loans and the servicing rights to those loans to protect the Secured Lenders from further erosion of their collateral. Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware, tells the Court that the value of the loans has "declined precipitously" due to the Debtors' refusal to take steps to sell the BofA mortgage loans as soon as possible. Ms. Silverstein notes that since the Petition Date, the Debtors have liquidated their assets systematically, except for the BofA mortgage loans. She points out that while Kevin Nystrom, the Debtors' director of restructuring, has testified that the value of many of the Debtors' assets are extremely volatile, the Debtors still refused to sell the BofA mortgage loans, or provide adequate protection to the Secured Lenders from diminution of the value of their collateral. The Debtors have said that they won't sell the BofA mortgage loans until market conditions improve. BofA, however, objects to the game plan set by the Debtors, citing the Secured Lenders should not be required to rely on the Debtors' "baseless predictions" in a very unpredictable market. Debtors Object The Debtors object to Bank of America, N.A.'s request to outline the appropriate legal standard for determining whether BofA, as agent for certain secured lenders, has made its prima facie case for "cause" to lift the automatic stay to effect the sale of the mortgage loans valued at $584,000,000. The Debtors assure the Court that and parties-in-interest that the Debtors' rejection of BofA's proposed course of action with respect to the mortgage loans at issue is not the result of laziness, incompetence, reckless optimism, or leadership vacuum. The Debtors point out that BofA has not provided evidence or even alleged facts sufficient to establish "cause" to lift the stay. BofA's request is "chock-full of irrelevant accusations but is silent as to critical elements of its case," James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, argues. As a result, he contends that it is difficult for the Debtors to formulate a complete and meaningful response to BofA's request. Mr. Patton also contends that the Debtors' rejection of BofA's course of action regarding the mortgage loans is a result of the deliberate exercise of the Debtors' business judgment, after consideration of all relevant factors, including the current market conditions. Mr. Patton says that if the Court is inclined to lift the stay as to the Mortgage Loans, the Court should decline BofA's invitation to endorse any proposed plan of liquidation for those loans. He adds that what BofA does after receiving relief from the stay is governed exclusively by non-bankruptcy law and is not a matter for the Bankruptcy Court. "If the Administrative Agent wishes to wrest the servicing of the Mortgage Loans from AH Mortgage Acquisition Co., Inc. and transfer servicing to its own designee pending a sale of the Mortgage Loans for an unreasonably low price in a depressed market, it must proceed at its own peril and at its own expense," the Debtors argue. The Debtors reserve their rights to amend, modify, or supplement the Objection based upon information obtained from BofA, or as a result of subsequent developments. The Debtors also reserve the right to challenge the commercial reasonableness of any disposition of the Mortgage Loans by BofA. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home is currently seeking an extension of its exclusive period to file a plan of reorganization through June 2, 2008; and its exclusive period to solicit and obtain acceptances for that plan through July 31, 2008. (American Home Bankruptcy News, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Gets Court Approval of Indymac Settlement -------------------------------------------------------- American Home Mortgage Investment Corp. and its debtor-affiliates presented to the U.S. Bankruptcy Court for the District of Delaware a settlement that will allow Indymac Bank F.S.B. to proceed with an earlier agreement to occupy certain of the Debtors' loan offices. Pursuant to Sections 105(a), 363, 365 and 554 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Debtors sought and obtained Judge Christopher Sontchi's consent to: -- modify their letter agreement dated August 7, 2007, with Indymac; -- modify the terms of his prior order authorizing the assumption and assignment of certain real property leases and the sale of furniture, fixtures and equipment located at the premises to Indymac; and -- reject certain unexpired leases of nonresidential real property, effective February 29, 2008, and to abandon any property remaining at the rejected premises. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates that in the days leading up to the Petition Date, the Debtors were in contact with certain entities in the mortgage industry that expressed an interest in taking immediate control of the Debtors' production offices. In the weeks prior to their bankruptcy filing, the Debtors operated hundreds of leased loan production offices at locations in 47 sates and the District of Columbia. However, shortly after filing for bankruptcy, the Debtors discontinued their loan origination business and began liquidating their assets. The Debtors and Indymac negotiated a potential sale of the office leases. The parties entered into the Letter Agreement, wherein Indymac agreed and was bound to take assignment of, and assume the liabilities under, 98 office leases and to purchase the furniture, fixtures and equipment left by the Debtors at the premises. The Parties also entered into a license agreement, which would allow Indymac to use the loan offices, until the time of the closing of the sale or termination of the sale agreement. The Debtors have stood ready to close the sale since Sept. 30, 2007, Mr. Patton says. Indymac, however, asked for revisions to the Letter Agreement to exclude 15 leases. As a result, the Debtors asked the Court to compel Indymac to comply with their prior agreements, asserting Indymac stalled the sale by failing to pay the $2,000,000 purchase price, among other things. As a result to their latest negotiations, the Debtors agreed to withdraw their request to enforce, and instead, seek the Court's authority to modify the terms of the Letter Agreement to exclude the 15 leases, but only upon these conditions and terms: -- Indymac must execute an Asset Purchase Agreement with the Debtors; -- The consummation of the transactions contemplated by the APA would take place in two phases: * the closing with respect to the office leases, with the exception of the Excluded Office Leases, and the sale of related office assets set February 22, 2008; and * the closing with respect to office leases that were not removed by the Court will be on March 3; -- Indymac agrees that it has the unequivocal obligation to perform its obligations with respect to the Phase II Closing, if the Court does not fully approve the Debtors' request to exclude certain leases by March 2; -- Upon execution of the APA, Indymac will deliver to Wilmington Trust Company, as escrow agent: * a deposit amounting to $168,499 for the estimated post- closing adjustments; and * additional deposit for $1,000,000 for the estimated indemnification expenses of the Debtors; and -- Upon approval of the request, the Letter Agreement will be modified to, among other things, provide that: * the Debtors immediately receive the Additional Deposit; * the Rejected Office Leases will be removed from the list of Office Leases to be assumed and assigned to Indymac; * the Rejected Office Leases are deemed rejected effective February 29, 2008; and * any FF&E not removed by Indymac prior to February 29, will be deemed abandoned. The Debtors submit that the modifications to the Letter Agreement represent a compromise between the Parties, and are reasonable and in the best interest of the Debtors, the bankruptcy estates, creditors and other parties-in-interest. Mr. Patton notes that upon approval of the request, the Debtors will receive a guaranteed payment of approximately $3,000,000, which includes the purchase price, and an additional $1,000,000 to cover any damages related to the Debtors' rejection of the Rejected Office Leases. Absent Court-approval of the request to exclude the Rejected Office Leases from the sale, the Debtors will still have received a guaranteed payment of approximately $2,000,000, plus the ability to draw on the Additional Deposit with respect to Indymac's indemnity obligations. Under either scenario, the Debtors are receiving a significant cash infusion for the estates and creditors, Mr. Patton points out. After a hearing on the Parties' settlement, the Court approves: (i) The Phase I closing of the sale, and the assumption and assignment of 75 of 95 leases -- (i) seven leases were excluded because the leases expired prior to closing of the transaction, due to the leases expired prior to closing of the transaction and (ii) 13 leases were among the Excluded Office Leases; (ii) the rejection of 13 of the Excluded Office Leases; and (iii) Phase II Closing, on March 3, 2008, on the assumption and assignment of the two remaining Excluded Leases to premises located at: -- 3053 Center Point Road, in Grand Rapids, Iowa, and -- 111 Pacifica, in Irvine, California. The Court instructs Wilmington Trust, the escrow agent, to distribute from the Additional Deposit (i) $393,593 to the Debtors, and (ii) $606,407 to AH Mortgage Acquisition Co., Inc., payable upon and contingent on the Phase II Closing. Counterparties to to the Rejected Leases are directed to submit proofs of claim for damages arising from the rejection of their leases by March 27, 2008. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home is currently seeking an extension of its exclusive period to file a plan of reorganization through June 2, 2008; and its exclusive period to solicit and obtain acceptances for that plan through July 31, 2008. (American Home Bankruptcy News, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICREDIT CORP: Board Approves Appointment of Two New Directors ----------------------------------------------------------------- AmeriCredit Corp.'s board of directors approved the appointment of Ian M. Cumming and Justin R. Wheeler as directors effective immediately. AmeriCredit's board now has nine directors. Mr. Cumming is chairman of the board of directors of Leucadia National Corporation, a diversified holding company engaged in a variety of businesses including manufacturing, real estate activities, medical product development and winery operations. He also serves as chairman of the board of directors of The FINOVA Group Inc., a middle-market lender. In addition, Mr. Cumming is a member of the board of directors of Skywest Inc., a Utah-based regional air carrier, and HomeFed Corporation, a real estate development company. Mr. Cumming is a graduate of Harvard Business School. Mr. Wheeler is president of Leucadia National Corporation's Asset Management Group and is a member of the board of directors of International Assets Holding Corporation. Mr. Wheeler holds bachelor degrees in Finance and French from the University of Utah and a master's degree in business administration from Brigham Young University. "We're delighted to add professionals of this caliber to our board of directors," AmeriCredit chairman Clifton H. Morris Jr., said. "They are both well respected, accomplished leaders with outstanding experience, and I'm confident that our company and shareholders will benefit greatly from their counsel and knowledge." About AmeriCredit Based in Fort Worth, Texas, AmeriCredit Corp. (NYSE: ACF) -- http://www.americredit.com/-- is an independent automobile finance company that provides financing solutions indirectly through auto dealers and directly to consumers in the United States and Canada. AmeriCredit has over one million customers and more than $16.0 billion in managed auto receivables. The Company was founded in 1992. * * * As reported in the Troubled Company Reporter on Jan. 25, 2008, Standard & Poor's Ratings Services revised its outlook on AmeriCredit Corp. to negative from stable. At the same time, Standard & Poor's affirmed its 'BB-' long-term counterparty credit rating on AmeriCredit. ANNA GARTRELL: Case Summary & Five Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Anna Vakas Gartrell 5214 Redwing Drive Alexandria, VA 22312 Bankruptcy Case No.: 08-11158 Chapter 11 Petition Date: March 9, 2008 Court: Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Kevin A. Lake, Esq. Vandeventer Black, LLP Eighth & Main Building 707 East Main Street, Suite 1700 P.O. Box 1558 Richmond, VA 23218-1558 Tel: (804) 237-8811 Fax: (804) 237-8801 klake@vanblk.com Estimated Assets: $1 million to $10 million Estimated Debts: $500,000 to $1 million Debtor's list of its Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ IRS - Richmond Insolvency Groups Federal Income $15,532 400 North 8th Street, Box 76 Tax and related Stop room 898 penalties Richmond, VA 23240 Dare County Courts Guardianship $2,000 Attn: Bankruptcy Department admin. fees and 962 Marshall Collins Drive taxes Gray & Lloyd, LLP Professional $1,500 3120 North Croatan Highway Services Suite 101 Kill Devil Hills, NC 27948 Alridge, Seawell, Spence & Professional $1,250 Felthousen Services North Carolina Department of possible income Unknown Revenue tax liabilities ARAMARK CORP: Fitch Holds and Withdraws 'B' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed ARAMARK Corporation's ratings as: -- Long-term Issuer Default Rating 'B'; -- $600 million revolving senior secured credit facility due 2013 'BB-/RR2'; -- $4.15 billion senior secured term loans due 2014 'BB-/RR2'; -- $200 million senior secured synthetic letter of credit facility due 2014 'BB-/RR2'; -- $1.78 billion senior unsecured notes due 2015 'B-/RR5'; -- $250 million senior unsecured notes due 2012 'CCC+/RR6'. The Rating Outlook is Stable. Fitch has simultaneously withdrawn the IDR rating for ARAMARK Services, Inc., which is no longer a debt issuing entity. These rating actions affect approximately $6.0 billion of debt at Dec. 28, 2007. ARAMARK's ratings and Outlook incorporate its high financial leverage, below average operating risk and Fitch's expectations that credit statistics will remain at levels consistent with the company's current ratings in the near term. ARAMARK significantly increased debt levels following its $8.6 billion management-led leverage buy-out in 2007. However, ARAMARK's strong global market share in food service, entrenched position in the North American uniform rental business and high customer retention rates provide considerable and relatively stable on-going cash flow generation. For the latest twelve month period ended Dec. 28, 2007, ARAMARK's total debt-to-operating earnings before interest, taxes, depreciation and amortization ratio was 5.8 times and its operating EBITDA-to-gross interest expense ratio was 2.1x. Total adjusted debt-to-operating earnings before interest, taxes, depreciation, amortization and rental expense, which accounts for operating leases and balances outstanding under ARAMARK's $250 million accounts receivable securitization program, was 6.3x. During this same period, ARAMARK generated approximately $500 million of cash flow from operations and $180 million of free cash flow. ARAMARK's funds from operations fixed charge coverage ratio was 1.8x. Although ARAMARK's debt obligations increased considerably over the previous 12 month period, Fitch views its credit protection measures as adequate for the current ratings level. Good liquidity, a proven ability to manage through various economic cycles and a diversified customer base should help mitigate any negative ramifications from above average food cost inflation and a slowing U.S. economy. ARAMARK is in compliance with all of its debt covenants. The most significant financial covenant in ARAMARK's bank facility is a maximum consolidated secured debt ratio of 5.875x through March 31, 2008, stepping down to 4.25x by Dec. 31, 2013. At Dec. 28, 2007, the actual ratio was 3.86x, leaving the company significant cushion under this agreement. ARAMARK's ability to incur additional debt and make restricted payments is limited by a minimum interest coverage ratio of 2.0x. At Dec. 28, 2007, the actual ratio was 2.1x. The recovery ratings for ARAMARK's debt consider bondholder recovery in a distressed situation. Given assumptions regarding the company's enterprise value as a going concern, Fitch anticipates 71%-90% or superior recovery for ARAMARK's first priority secured bank debt and 11%-30% or below average recovery for its 8.5% and floating rate unsecured notes due 2015. Conversely, the recovery rating for ARAMARK's 5% unsecured notes due 2012 has been notched lower at 'RR6' to reflect their subordinate position in the company's capital structure and Fitch's expectation that recovery for these bondholders would be negligible in a financial restructuring. Unlike the 2015 notes, which are fully and unconditionally guaranteed by substantially all of the companies domestic material subsidiaries, the 2012 notes are only guaranteed by ARAMARK and its holding company. ASCENDIA BRANDS: Daniel Platt Succeeds Michael Gross as Director ---------------------------------------------------------------- Ascendia Brands Inc. appointed Daniel Platt as director of the company, succeeding Michael J. Gross, who resigned effective Feb. 21, 2008. Mr. Platt, age 35, has been employed by Prentice Capital Management LP since May 2006. His responsibilities at Prentice Capital include sourcing acquisition targets, structuring debt and equity for full or partial acquisitions, and oversight of debt financings for Prentice Capital's portfolio. Mr. Platt also sits on the board of directors of certain of Prentice Capital's portfolio companies. Prior to joining Prentice Capital, Mr. Platt was employed by Banc of America Securities Consumer & Retail Division where his responsibilities included originating new business, structuring transactions, leading underwritings and portfolio management. Prior to joining Banc of America in 1999, Mr. Platt held various positions with May Department Stores. Mr. Platt received his B.A. in Finance with a minor in Japanese from the University of Massachusetts in Amherst. Headquartered in Hamilton, New Jersey, Ascendia Brands Inc. -- http://www.ascendiabrands.com/-- is a leader in the value and premium value segments of the health and beauty care products sector. In November 2005, Ascendia expanded its range of product offerings through the acquisition of a series of brands, including Baby Magic(R), Binaca(R), Mr. Bubble(R) and Ogilvie(R), and in February 2007 it acquired the Calgon(TM)* and the healing garden(R) brands. The company operates two manufacturing facilities, in Binghamton, New York, and Toronto, Canada. Senior Lenders Waive Default As reported in the Troubled Company Reporter on Jan. 3, 2008, Ascendia Brands Inc. reached agreement with its senior lenders to restructure $160 million first and second lien debt facilities. Under the agreement, Ascendia's senior lenders will waive certain existing covenant defaults and adjust financial covenant levels through the end of Ascendia's fiscal year ending Feb. 28, 2009. The TCR reported on Dec. 17, 2007 that Ascendia Brands notified its senior lenders that it is in default of certain covenants contained in its first and second lien credit facilities and is unable to make certain representations and warranties deemed to be made when drawings are made under its revolving credit facility. ASSET ACCEPTANCE: Amends Credit Deal to Permanently Waive Defaults ------------------------------------------------------------------ Asset Acceptance Capital Corp. entered into an amendment to its credit agreement. As reported by the Troubled Company Reporter on Feb. 22, 2008, Asset Acceptance obtained a temporary waiver of non-compliance with its total liabilities to tangible net worth covenant until March 17, 2008, to permit it time to obtain the amendment. The amendment to its credit agreement, pursuant to which Asset Acceptance maintains a $100 million revolving credit facility and a $150 million term loan facility, resets two financial covenants and increases the rate of interest the company pays on borrowings under the credit facility by 25 basis points or 0.25%. The two financial covenants reset by the amendment are: (1) the ratio of consolidated total liabilities to tangible net worth; and (2) the leverage ratio. The amendment also permanently waives the earlier default on the consolidated total liabilities to tangible net worth covenant. During the fourth quarter 2007, Asset Acceptance said it took advantage of what it believed to be a favorable debt purchasing environment. The increased level of purchasing funded by borrowings on the revolving credit facility, coupled with the step down in the ratio of consolidated total liabilities to tangible net worth at Dec. 31, 2007, from 3.0:1.0 to 2.5:1.0, resulted in the company not passing the total liabilities to tangible net worth covenant. "We are pleased to have worked with our lenders to quickly resolve the non-compliance with our loan covenant and to give us the additional flexibility to pursue our planned level of debt purchasing for 2008," Mark A. Redman, chief financial officer, commented. As of March 10, 2008, outstanding borrowings on the company's revolving credit facility and term loan facility were $25 million and $149.3 million. About Asset Acceptance Headquartered in Warren, Michigan, Asset Acceptance Capital Corp. (Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases charged-off consumer debt from credit issuers, and then uses proprietary methods to collect on these receivables. * * * Moody's Investor Service placed Asset Acceptance Capital Corp.'s long-term corporate family and bank loan debt ratings at 'B1' in May 2007. The rating still holds to date with a stable outlook. AVANTAIR INC: Inks Floor Plan Finance Pact with Midsouth Services ----------------------------------------------------------------- Avantair Inc. disclosed in a regulatory filing Friday, that it entered into a Floor Plan Finance Agreement with Midsouth Services Inc., effective March 3, 2008. Pursuant to the agreement, Midsouth Services agrees to extend credit to the company in the amount of $5,345,000 to be used towards the purchase of new Piaggio P-180 aircraft, provided that the company shall relinquish the debt for the prior aircraft prior to Midsouth Services loaning the funds for the subsequent aircraft. The company agrees to pay Midsouth Services a monthly fee of $75,000 during the term of the agreement, which commenced on March 3, 2008, the first actual delivery date of the aircraft, and will end six (6) months from the first actual delivery date of the aircraft. Midsouth Services has also agreed, at the option of the Avantair Inc. to provide an additional loan to the company in the amount of $5,345,000, for a total amount of $10,690,000. The terms and conditions of the additional loan shall be substantially similar to the terms of the existing loan. A full-text copy of the Floor Plan Finance Agreement is available for free at http://researcharchives.com/t/s?28e6 About Avantair Inc. Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- offers private travel solutions for individuals and companies at a fraction of the cost of whole aircraft ownership. The company is the sole North American provider of fractional aircraft shares in the Piaggio Avanti P.180 aircraft. The company currently manages a fleet of 39 fractional aircraft plus 7 core planes, with another 63 Piaggio Avanti IIs on order through 2012. It also has announced an order of 20 Embraer Phenom 100s. * * * Avantair Inc.'s consolidated balance sheet at Dec. 31, 2007, showed $192.8 million in total assets, $200.7 million in total liabilities, and $14.4 million in Series A convertible preferred stock, resulting in a $22.3 million total stockholders' deficit. AVITAR INC: Sells $310,000 of 8.0% Secured Convertible Notes ------------------------------------------------------------ Avitar Inc. entered into a Securities Purchase Agreement and related agreements dated Feb. 22, 2008, as part of a $310,000 private placement with AJW Partners LLC, AJW Master Fund Ltd., and New Millennium Capital Partners II LLC. The company entered into private placements with the same or related parties in 2005, 2006 and 2007. The securities issued in the private placement are $310,000 of Secured Convertible Notes and 10,000,000 seven-year Warrants. The Notes bear interest at 8.0%, mature three years from the date of issuance, and are convertible into the company's common stock at any time, at the Purchasers' option, at 35% of the average of the three lowest intraday trading prices for the common stock for the 20 trading days ending the day before the date that the investors elect to convert. In addition, the conversion prices of outstanding notes payable to the same or related holders in the aggregate principal amount of approximately $6,978,000 issued from September 2005 through December 2007 were adjusted from 40% to 35% of the average of the three lowest intraday trading prices of the common stock for the 20 trading days preceding the date that the holders elect to convert. The full principal amount of the Notes, plus a default interest rate of 15%, is due upon a default under the terms of the Notes. The company has a right to prepay the Notes under certain circumstances at a premium ranging from 20% to 35% depending on the timing of such prepayment. In addition, the company granted the Purchasers a security interest in substantially all of its assets. The company is further required to file the Registration Statement with the Securities and Exchange Commission within 30 days of receipt of demand from the Purchasers. If the Registration Statement is not filed on time or not declared effective within 120 days from the date of receipt of such demand, the company is required to pay to the Purchasers damages in common stock or cash, at the election of the company, in an amount equal to 2% of the outstanding principal amount of the Notes per month plus accrued and unpaid interest. The Warrants are exercisable until seven years from the date of issuance at a purchase price of $0.01 per share. The Purchasers may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement. In the event the Purchasers exercise the Warrants on a cashless basis, the company will not receive any proceeds. In addition, the Warrants are subject to standard anti-dilution provisions. The Purchasers have agreed to restrict their ability to convert their Notes or exercise their Warrants and receive shares of the company's common stock such that the number of shares of common stock held by them and their affiliates in the aggregate after such conversion or exercise does not exceed 4.9% of the then issued and outstanding shares of common stock. These equity securities transactions are exempt from registration requirements pursuant to Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. A full-text copy copy of the Securities Purchase Agreement is available for free at http://researcharchives.com/t/s?28e7 About Avitar Inc. Avitar Inc. (OTC BB: AVRN.OB)-- http://www.avitarinc.com/-- develos, manufactures and markets proprietary products in the oral fluid diagnostic market, disease and clinical testing market, and customized polyurethane applications used in the wound dressing industry. * * * BDO Seidman LLP, in Boston, expressed substantial doubt about Avitar Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2007. The auditing firm reported that the company has suffered recurring losses from operations and has working capital and stockholder deficits as of Sept. 30, 2007. As reported in the Troubled Company Reporter on Feb. 22, 2008, Avitar Inc.'s consolidated balance sheet at Dec. 31, 2007, showed $1,452,056 in total assets, $9,335,504 in total liabilities, and $3,215,490 in convertible preferred stock and redeemable convertible preferred stock, resulting in an $11,098,938 total stockholders' deficit. BASIC ENERGY: S&P Lifts Corp. Rating to 'BB-' on Good Risk Profile ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on oilfield services company Basic Energy Services Inc., including the corporate credit rating to 'BB-' from 'B+'. The senior unsecured rating on the company was raised to 'B+' from 'B', and the rating on its senior secured $225 million revolving credit facility was raised to 'BB+' from 'BB'. The recovery rating on Basic Energy's revolving credit facility remains unchanged at '1', reflecting S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. The outlook is stable. "The upgrade reflects the company's strengthened business risk profile, achieved through an expanded scale of operations and an enhanced portfolio of products and services," said Standard & Poor's credit analyst Jeffrey B. Morrison. "The rating action also incorporates management's adherence to relatively moderate debt in funding its growth initiatives." As of Dec. 31, 2007, Midland, Texas-based Basic Energy had $436 million in total debt, after adjusting for capital and operating lease obligations. The ratings on Basic Energy reflect its status as a small, though growing, competitor in historically cyclical U.S. oilfield services markets, and its acquisitive growth strategy. Somewhat offsetting concerns are an improving competitive position within several domestic basins, an expanding suite of products and services, and a consistent track record of free cash flow generation when excluding acquisition outlays. BEAR STEARNS: Moody's Lowers Ratings on 163 Tranches From 15 Deals ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of 163 tranches from 15 transactions issued by Bear Stearns ALT-A Trust. Seventy eight downgraded tranches remain on review for possible further downgrade. Additionally, 155 tranches were placed on review for possible downgrade. The collateral backing these transactions consists primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage loans. The ratings were downgraded, in general, based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. Complete rating actions are: Issuer: Bear Stearns ALT-A Trust 2005-7 -- Cl. I-M-1, Downgraded to A1 from Aa2, -- Cl. I-M-2, Downgraded to Ba1 from A2, -- Cl. I-B-1, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-2, Downgraded to Caa1 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-3, Downgraded to Ca from Ba2, -- Cl. II-B-2, Downgraded to A2 from Aa2, -- Cl. II-B-3, Downgraded to A3 from Aa3, -- Cl. II-B-5, Downgraded to Ba1 from A2, -- Cl. II-B-6, Downgraded to Ba3 from A3, -- Cl. II-B-4, Downgraded to Baa2 from A1, -- Cl. II-B-7, Downgraded to B3 from Baa1, -- Cl. II-B-8, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-9, Downgraded to B3 from Baa3; Placed Under Review for further Possible Downgrade, Issuer: Bear Stearns ALT-A Trust 2005-8 -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-2A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to Ba3 from Aa2, -- Cl. I-M-2, Downgraded to B3 from A2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Caa1 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-2, Downgraded to Caa2 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-3, Downgraded to Ca from Ba2, -- Cl. II-B-1, Downgraded to Aa3 from Aa1, -- Cl. II-B-2, Downgraded to Baa1 from Aa2, -- Cl. II-B-3, Downgraded to B1 from A2, -- Cl. II-B-4, Downgraded to B3 from Baa1; Placed Under Review for further Possible Downgrade, -- Cl. II-B-5, Downgraded to Ca from Ba2, Issuer: Bear Stearns ALT-A Trust 2005-9 -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa1 from A2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Caa2 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-2, Downgraded to Caa2 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-3, Downgraded to Ca from Ba2, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-4A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-5A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-5A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-6A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-6A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-M-1, Downgraded to A2 from Aa1, -- Cl. II-M-2, Downgraded to Baa1 from Aa2, -- Cl. II-M-3, Downgraded to Baa3 from Aa3, -- Cl. II-M-4, Downgraded to Ba3 from A1, -- Cl. II-M-5, Downgraded to B3 from A2, -- Cl. II-B-1, Downgraded to B2 from A3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to B3 from Baa1; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, Issuer: Bear Stearns Alt-A Trust 2005-10 -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa1 from Baa1; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from B1, -- Cl. I-B-2, Downgraded to Ca from B3, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-4A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-4X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-5A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-5X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to Baa3 from Aa1, -- Cl. II-B-2, Downgraded to B1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to B2 from Aa3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-4, Downgraded to B3 from A3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-5, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-6, Downgraded to B3 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-7, Downgraded to Ca from Ba3, -- Cl. II-B-8, Downgraded to Ca from B3, -- Cl. II-B-9, Downgraded to Ca from B3, Issuer: Bear Stearns Alt-A 2006-1 -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to B1 from Aa2, -- Cl. I-M-2, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from B1, -- Cl. I-B-2, Downgraded to Ca from Caa1, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1X-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-3, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-2X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. II-3X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-X-B1, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-X-B2, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to Ca from B1, -- Cl. II-X-B3, Downgraded to Ca from B1, Issuer: Bear Stearns Alt-A Trust 2006-2 -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa1 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from B2, -- Cl. I-B-2, Downgraded to Ca from Caa1, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-X-B1, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to Ca from Ba1, -- Cl. II-X-B2, Downgraded to Ca from Ba1, -- Cl. II-B-3, Downgraded to Ca from B3, Issuer: Bear Stearns Alt-A Trust 2006-3 -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa2 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from Ba3, -- Cl. I-B-2, Downgraded to Ca from B3, -- Cl. I-B-3, Downgraded to Ca from Caa3, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-4A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-X-B1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to Caa1 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. II-X-B2, Downgraded to Caa1 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to Ca from B3, -- Cl. III-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-1A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-1X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-2A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-2X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-4A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-4A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-4X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-5A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-5A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-6A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-6A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-B-1, Downgraded to B1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. III-B-2, Downgraded to B3 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. III-B-3, Downgraded to Ca from B2, Issuer: Bear Stearns Alt-A Trust 2006-4 -- Cl. I-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-2A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-3A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa2 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from B2, -- Cl. I-B-2, Downgraded to Ca from Caa2, -- Cl. II-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-1X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-2X-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-3, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-4, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3A-5, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-3X-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to B1 from Aa1; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade, -- Cl. II-B-4, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-5, Downgraded to Ca from Ba1, -- Cl. II-B-6, Downgraded to Ca from B1, -- Cl. II-B-7, Downgraded to Ca from B3, -- Cl. II-B-8, Downgraded to Ca from B3, -- Cl. III-1A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-1A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-2A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-2A-2, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-3A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3A-3, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3A-4, Placed on Review for Possible Downgrade, currently Aa1, -- Cl. III-3X-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-3X-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. III-B-1, Downgraded to B1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. III-B-2, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. III-B-3, Downgraded to Ca from B1, Issuer: Bear Stearns Alt-A Trust 2006-5 -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. I-M-2, Downgraded to Caa1 from Baa3; Placed Under Review for further Possible Downgrade, -- Cl. I-B-1, Downgraded to Ca from B2, -- Cl. I-B-2, Downgraded to Ca from Caa1, -- Cl. I-B-3, Downgraded to Ca from Caa3, -- Cl. II-A-3, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-X-3, Placed on Review for Possible Downgrade, currently Aaa, -- Cl. II-B-1, Downgraded to B1 from Aa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-2, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade, -- Cl. II-B-3, Downgraded to Ca from B1, Issuer: Bear Stearns Alt-A Trust 2006-6 -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Unde