T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 31, 2008, Vol. 12, No. 76 Headlines 6TH AVENUE: Moody's Junks Rating on $81 Mil. A-2 Notes From 'Aaa' ACA ABS: Poor Credit Quality Cues Moody's Nine Ratings Downgrades ACACIA CDO: Five Classes of 2047 Notes Get Moody's Ratings Cuts ACE MORTGAGE: 10 Classes of Certificates Get Fitch's Junk Ratings AEGIS MORTGAGE: 24 Classes Of Certificates Get Fitch's Junk Rating AEGIS MORTGAGE: Court Extends Removal Period Deadline to May 12 AFFINION GROUP: Dec. 31 Balance Sheet Upside-Down by $405.5 Mil. ALOHA AIRLINES: Ends Passenger Operations; 1,900 Workers Affected ALOHA AIRLINES: Saltchuk Offers to Buy Cargo Division for $13M ALERIS INT'L: To Shut Down Ohio Coil Coating Facility by Q2 2008 AMERICAN AXLE: Likely to Outsource Work if Union Negotiations Fail AMERICAN IRONHORSE: Seeks Approval of $608,733 Textron DIP Loan AMERICAN IRONHORSE: Seeks to Employ Beirne Maynard as Counsel ANCHOR GLASS: Houston Tax Commish Insists on Validity of Claim ANCHOR GLASS: To Pay $189,000 to Settle Warner Robins Tax Claim ANSWER FINANCIAL: Judge Walrath Confirms Prepackaged Ch.11 Plan ANTONIO DELANE: Case Summary & 17 Largest Unsecured Creditors ARCAP 2005-RR5: Class N Gets S&P's D Rating on Interest Shortfalls ASARCO LLC: Insurers Don't Want Claim Objections Kept "Secret" ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to June 10 ASARCO LLC: Wants Mission Mine Claim Settlement Pact Approved ASPEN INSURANCE: Promotes Affiliate's CEO Julian Cusack to COO ATMOSPHERIC GLOW: Files Chapter 11 Bankruptcy Petition in Tennesee ATMOSPHERIC GLOW: Case Summary & 20 Largest Unsecured Creditors AVISTAR COMMS: To Reduce 25% of U.S. and European Workforce AVISTAR COMMS: Dec. 31 Balance Sheet Upside-Down by $9.8 Million BCE INC: Buyout by Investor Group Gets Regulatory Commission's OK BEAR STEARNS: Congress Demands Information on Sale to JPMorgan BEAR STEARNS: Chairman Cayne Sells 5.6 Mil. Shares at $10.84 Each BELLE HAVEN: Six Classes of 2046 Notes Get Moody's Ratings Cuts BERNOULLI HIGH: Moody's Junks Rating on $56 Mil. Notes From 'Aa2' BFC GENESEE: Declining Credit Quality Prompts Moody's Rating Cuts BIONICHE LIFE: Repays $1.75MM of Revolving Secured Credit Facility BUFFETS HOLDINGS: Wants to Pay Tahoe Joe's President Sale Bonus BUFFETS HOLDINGS: Court Approves Cananwill Insurance Agreement BUFFETS HOLDINGS: Court Approves J.H. Chapman as Financial Advisor BUFFETS HOLDINGS: Court OKs Pachulski Stang as Panel's Co-Counsel BLUE WATER: Creditors Committee Wants Cases Converted to Ch. 7 BLUE WATER: Balks at CIT Demand for Adequate Protection Payments BLUE WATER: Gets OK to Hire Huron as Financial Consultants CAIRN MEZZ IV: Moody's Slashes Ratings on Six 2047 Note Classes CAIRN MEZZ I: Six Classes of 2046 Notes Get Moody's Rating Cuts CALDECOTT CDO: Declining Credit Quality Spurs Moody's Rating Cuts CARDIMA INC: Board Appoints CEO Robert Cheney as Acting CFO CASA DE CAMBIO: Sues Wachovia to Disgorge $40MM Preference Payment CELL THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $134.1 MM CHAMPION ENTERPRISES: Posts $6MM Net Loss in Quarter Ended Dec. 29 CHESAPEAKE ENERGY: $950MM Share Offering Won't Affect S&P's Rating CHEVY CHASE: Moody's Junks Individual Ratings From 'B/C' CHURCH MORTGAGE: Case Summary & 20 Largest Unsecured Creditors CLEAR CHANNEL: To Defer Q1 Dividend Due to Delay in Merger CLEAR CHANNEL: Trial Regarding Financing of Merger Set April 8 CLEAR CHANNEL: Moody's Maintains Rating Review Pending Acquisition COLLEZIONE EUROPA: Organizational Meeting Set Today to Form Panel CONGOLEUM CORP: Gets $3 Mil. Settlement from Protective National CONNORS BROS: S&P Puts 'B+' Ratings on Negative CreditWatch CONSONA ERP: S&P Changes Outlook to Negative; Retains 'B-' Rating CREATIVE GROUP: Case Summary & 21 Largest Unsecured Creditors CREDIT SUISSE: Moody's Maintains Low-B Ratings on Three Classes CROSS ATLANTIC: Wants to Hire Angstman Johnson as Attorney CROWN PLAZA: Wants to Employ SulmeyerKupetz as General Counsel DANA VILLAS: Gets Interim OK to Use of Lender's Cash Collateral DAVIS SQUARE: Moody's Downgrades Ratings on Four Classes of Notes DELTA AIR: May Merge with Northwest Without Pilot Support DELTA PETROLEUM: Posts $149.3 Million Net Loss in Year 2007 DELTA PETROLEUM: Inks Deal to Develop Portion of Piceance Basin DKI CONSTRUCTION: Case Summary & 17 Largest Unsecured Creditors DUST & DIRT: Case Summary & Two Largest Unsecured Creditors DYER MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors ENER1 INC: Shareholder Converts $12 Million Notes to Common Stock ESP FUNDING: Moody's Junks Rating on $27 Mil. A-4 Notes From 'Aa2' ESTYLE INC: Court Approves Use of Wachovia's Cash Collateral E*TRADE ABS: Six Classes of Notes Get Moody's Rating Downgrades ETHANEX ENERGY: Files for Chapter 7 Liquidation in Kansas Court EURONET WORLDWIDE: S&P Confirms 'BB' Long-term Counterparty Rating EXAERIS INC: Lender Opposes Approval of Disclosure Statement F.F. KIRKMAN: Involuntary Chapter 11 Case Summary FINISAR CORP: Inks Deal to Increase Line of Credit to $70 Million FLOWSERVE CORP: S&P Changes Outlook to Positive; Holds BB- Rating FREMONT GENERAL: Gets FDIC Directive to Recapitalize Bank Unit FREMONT GENERAL: Sells Mortgage Servicing Rights to Carrington FREMONT GENERAL: Fitch Junks Rating on Six Classes of Certs. FRESENIUS MEDICAL: Earns $197 Million in Fourth Quarter of 2007 FTS GROUP: Buys Value Added Reseller Business of OTG for $4MM GALAXY ENERGY: Section 341(a) Meeting Scheduled for April 23 GALAXY ENERGY: Wants to Employ Jessop & Co. as Counsel GALAXY ENERGY: Wants to Hire Welborn Sullivan as Special Counsel GE MORTGAGE: 11 Classes of Certificates Get Fitch's Junk Ratings GEMSTONE CDO IV: Poor Credit Quality Spurs Moody's Rating Cuts GEMSTONE CDO VI: Weak Credit Quality Prompts Moody's Rating Cuts GEMSTONE CDO VII: 8 Classes of 2045 Notes Get Moody's Ratings Cuts GENERAL MOTORS: Ceases Production at Detroit-Hamtramck Plant Today GEOEYE INC: S&P Holds 'B-' Issuer-Level Rating on $250MM Notes GLACIER FUNDING IV: Moody's Downgrades Ratings on Five Classes GLACIER FUNDING V: Moody's Junks Rating on $20.5 Mil. Notes GRAND AVENUE II: Moody's Cuts Note Ratings on Poor Credit Quality GRAND AVENUE I: Eight Classes Acquire Moody's Rating Downgrades GSAMP TRUST: Moody's Downgrades Four Tranches' Ratings to Low-B GSC ABS: Moody's Cuts Note Ratings on Weakened Credit Quality G'S HARDWARE: Case Summary & 17 Largest Unsecured Creditors HALCYON SECURITIZED II: Moody's Cuts Ratings on Eight Note Classes HALCYON SECURITIZED I: Moody's Pares Ratings on Six Note Classes HAVEN HEALTHCARE: May Retain Kittell Branagan as Vermont Auditors HG-COLL 2007-1: Weakened Credit Quality Spurs Moody's Rating Cuts HOMELAND SECURITY: Buys Safety & Ecology for $20 Million HOMELAND SECURITY: Board Appoints C. Leichtweis as President HOOP HOLDINGS: Organizational Meeting Set April 3 to Form Panel HUDSON HIGH: Moody's Downgrades Ratings on Six Classes of Notes HUGHES NETWORK: Moody's Confirms 'B1' Ratings With Stable Outlook IAC/INTERACTIVECORP: Judge Lamb Favors Spin-Off Plan IAC/INTERACTIVECORP: Must Heed Fiduciary Duties, Liberty Says INSIGHT MIDWEST: S&P Chips Bank Loan Rating to 'B+' From 'BB-' INTEREP NATIONAL: Case Summary & 30 Largest Unsecured Creditors INTERNATIONAL AIRLINE: Voluntary Chapter 11 Case Summary INTERNATIONAL RECTIFIER: NYSE Grants 3-Month Listing Extension IPSWICH STREET: Moody's Slashes Ratings on Six Classes of Notes ISCHUS SYNTHETIC: Moody's Downgrades Ratings on Seven Note Classes ITRON INC: Posts $16 Million Net Loss in Quarter Ended December 31 IVY LANE: Moody's Cuts 2014 Notes' Ratings on Poor Credit Quality JACK IN THE BOX: Earns $36.5 Million in Quarter Ended January 20 KAVIR DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors KENT FUNDING: Moody's Downgrades Ratings on Six Classes of Notes KIA MARTIN: Case Summary & Four Largest Unsecured Creditors KLEROS PREFERRED VIII: Moody's Reviews Ratings on Seven Classes KLEROS CDO I: Poor Credit Quality Prompts Moody's Rating Cuts KLEROS CDO II: Six Classes of Notes Get Moody's Rating Downgrades KLEROS CDO IV: Eroding Credit Quality Prompts Moody's Rating Cuts KNOLLWOOD CDO: Moody's Downgrades Ratings on Seven Note Classes LAWGIX INT'L: Case Summary & 20 Largest Unsecured Creditors LEVITT AND SONS: BofA Opposes Omnibus Motions to Reject Contracts LEVITT AND SONS: Wachovia Opposes Reconsideration Plea on DIP Loan LEVITT AND SONS: Wachovia Wants Agents to Return Unpaid Deposits LIBERTY MEDIA: Court Rejects Objections to IAC's Spin-Off Plan LIBERTY MEDIA: Disappointed with Court's Ruling Favoring IAC LIBERTY MEDIA: Extends Redemption of Debentures to April 2013 LIBRA CDO: Moody's Junks Rating on $90 Mil. C Notes From 'Baa3' LINCOLN AVENUE: Five Classes of 2046 Notes Get Moody's Rating Cuts LIONEL LLC: Judge Lifland Confirms Restructuring Plan LITTLE TRAVERSE: Compact Fee Payments Won't Affect Moody's Ratings LOS ROBLES: Moody's Reviews 'Ba2' Rating on $30.75 Million Notes MAGNOLIA II 2006-5: Moody's Reviews 'Ba1' Rating For Possible Cut MANIS LUMBER: Can Hire Carl Marks as Financial & Mgmt Consultant MAXIM HIGH: Declining Credit Quality Cues Moody's Rating Reviews MERCURY CDO: Five Classes of 2048 Notes Get Moody's Rating Cuts MERRILL LYNCH: Moody's Junks Rating on Class B-5 From 'Ba2' MIDORI CDO: Seven Classes of Notes Get Moody's Rating Downgrades MIDWAY AIRLINES: Former Workers Entitled to Get $85 in Back-Pay MONEYGRAM INT'L: S&P Holds 'B+' Rating on Recapitalization Closing MOVIE GALLERY: Landlords, et al., Object to Plan Confirmation MTR GAMING: Recent Events Won't Affect S&P's B+ Rating or Outlook NASSAU CDO: Deteriorating Credit Quality Spurs Moody's Rating Cuts NATIONAL RV INC: Panel May Employ Xroads as Financial Advisors NEPTUNE CDO: Moody's Downgrades Ratings on Five Classes of Notes NORTH AMERICAN TECH: Rod Wallace Promoted to President and CEO NORTHWEST AIRLINES: May Merge with Delta Without Pilot Support NOVASTAR FINANCIAL: Gets Breather From Wachovia Until April 30 OCTANS I: Moody's Downgrades Ratings on Nine Classes of 2041 Notes OCTANS II: Eight Classes of Notes Obtain Moody's Rating Downgrades ON THE GO: Sells Value-Added Reseller Biz to FTS Group for $4MM OPTION ONE: Moody's Junks Ratings on Four Classes of Certificates OSYKA CORPORATION: Gets Initial Approval to Access Cash Collateral PACIFIC LUMBER: Eureka Chamber of Commerce Supports Marathon Plan PACIFIC LUMBER: Asks Court to Approve Log Repayment Agreement PACIFIC LUMBER: Seeks Protective Order from State Agencies PEP BOYS: Incurs $41,039,000 Net Loss in Fiscal Year 2007 PHOENIX NEVADA: Voluntary Chapter 11 Case Summary PLETTENBERG BAY: Seven Classes of Notes Obtain Moody's Rating Cuts PREMIER FOODS: Case Summary & 19 Largest Unsecured Creditors PRESTIGE BRAND: Moody's Cuts Speculative Liquidity Rating to SGL-3 PROPEX INC: Court Approves Sale of Dalton Property in Georgia PROPEX INC: Wants to Implement Employee Incentive Plan PROPEX INC: Court Approves Navigant Capital as Financial Advisor QUICK SERVICE: Wants to Access GE Capital's Cash Collateral RAFFLES PLACE: Five Classes of Notes Get Moody's Rating Downgrades RAMP 2005-RS4: Four Classes of Certs. Get Fitch's Junk Rating REALOGY CORP: Low EBITDA Prompts S&P Outlook Revision to Negative ROBECO HIGH: Poor Credit Quality Cues Moody's Seven Rating Cuts ROCKVILLE CDO: Moody's Cuts Ratings on Seven Classes of 2048 Notes ROYALTY PHARMA: S&P Upgrades Corporate Credit Rating From 'BB+' SARM 2004-8: Fitch Junks Rating on Class B-4 and Class B-5 Certs. SECURITY CAPITAL: Fitch Holds Bonds' Neg. Watch on Arm's BB Rating SHAPES/ARCH HOLDINGS: Files Chapter 11 Plan in New Jersey SHAPES/ARCH HOLDINGS: Obtains Access to $85 Million DIP Financing SHAPES/ARCH: Organizational Meeting Today to Form Committees SHEARSON FINANCIAL: Picks Harry R. Kraatz as Restructuring Officer SHORES OF PANAMA: Wants to Employ John Venn as Bankruptcy Counsel SIMPSON FARM: Taps McNamee Hosea as Bankruptcy Counsel SIMPSON FARM: Files Schedules of Assets and Liabilities SMARTIRE SYSTEMS: January 31 Balance Sheet Upside-Down by $31MM SOUTH COAST VIII: Moody's Cuts Ratings on Seven Classes of Notes SPRINGDALE CDO: Moody's Slashes Ratings on Three Classes of Notes STEEL DYNAMICS: Moody's Puts 'Ba2' Rating to $300 Mil. Senior Debt STEEL DYNAMICS: S&P Puts 'BB+' Rating on Proposed $300 Mil. Notes TABS 2005-4: Worse Credit Quality Prompts Moody's Rating Reviews TALLSHIPS FUNDING: Eroding Credit Quality Cues Moody's Rating Cuts TAYLOR CAPITAL: Paying $0.10 per Share Cash Dividend on April 10 TAZLINA FUNDING: Seven Classes of Notes Obtain Moody's Rating Cuts THORNBURG MORTGAGE: Has Until Today to Raise $948,000,000 TOLL BROTHERS: Moody's Reviews All Ratings for Possible Downgrade TOURMALINE CDO: Moody's Downgrades Ratings on 12 2052 Note Classes TOWERS OF CHANNELSIDE: Taps Forizs & Dogali as Counsel TREMONIA CDO: Moody's Downgrades Ratings on Three Classes of Notes TRENTONWORKS LTD: USW Members Object to Ernst & Young as Trustee UTSTARCOM INC: Losses Prompt PwC to Raise Going Concern Doubt VERTICAL ABS 2006-1: Five Classes of Notes Get Moody's Rating Cuts VERTICAL ABS 2006-2: Moody's Downgrades Ratings on Six Classes VOLANS FUNDING: Seven Classes of Notes Get Moody's Junk Ratings VYTERIS INC: Donald Farley Appointed as Interim Executive Chairman WEST TRADE I: Moody's Downgrades Ratings on Six Classes of Notes WEST TRADE II: Nine Classes of Notes Get Moody's Rating Downgrades WEST TRADE III: Weak Credit Quality Cues Moody's Seven Rating Cuts WJ LANG: Voluntary Chapter 11 Case Summary WOLVERINE TUBE: Closes $48.3 Million of Capital Commitments ZAIS INVESTMENT: Moody's Downgrades Ratings on Nine Note Classes * Fitch Reports New Corporate CDO Methodology Anticipated April 30 * Moody's Downgrades Ratings on 47 Tranches From Various Issuers * Moody's Reports Stable to Negative Outlook on SME CLOs * Moody's Comments on Hybrid Analysis For Real Estate Trusts * Moody's Says Mutual Insurers' Notes May Get Equity Credit * S&P Lowers Ratings on 44 Tranches From Nine Cash Flows and CDOs * S&P Reports on Falling Rates Impact On Alt-A, Subprime Lenders * S&P Downgrades Ratings on 125 Classes From 37 RMBS Transactions * S&P Downgrades Ratings on 43 Classes From 11 RMBS Transactions * S&P Reports Electric Utility Sector Stands on Strong Liquidity * Attorneys Predict Additional Hiring in Next 12 Months * Edward Lacey & Roy Humphrey Join NachmanHaysBrownstein * BOND PRICING: For the Week of Mar. 24 - Mar. 28, 2008 ********* 6TH AVENUE: Moody's Junks Rating on $81 Mil. A-2 Notes From 'Aaa' ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of five classes of notes issued by 6th Avenue Funding 2006-1, Ltd. The notes affected by this rating action are: Class Description: $81,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2046 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: C Class Description: $102,000,000 Class B Senior Secured Floating Rate Notes Due 2046 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: C Class Description: $15,000,000 Class C Secured Floating Rate Deferrable Notes Due 2046 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: C Class Description: $16,000,000 Class D Floating Rate Deferrable Notes Due 2046 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: C Class Description: $10,000,000 Class X Senior Secured Notes Due 2046 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: C 6th Avenue Funding 2006-1, Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities and CDO securities. The transaction experienced an event of default on Feb. 27, 2008, as reported by the Trustee, when there was a failure of the ratio of the Net Outstanding Portfolio Collateral Balance divided by the Aggregate Outstanding Amount of the Class A Notes to equal or exceed 100%, as described in Section 5.01(i) of the Indenture dated Oct. 12, 2006. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Event of Default described in Section 5.01(i) of the Indenture occurred. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. In this regard, Moody's has been notified by the Trustee that the Trustee received a direction of "Acceleration of Maturity" from the majority of the Controlling Class. Furthermore, the Trustee notified Moody's that the Trustee received a direction of "Liquidation of Collateral" from the majority of the Controlling Class. The rating actions taken reflect the changes in expected loss associated with certain tranches. Losses are attributed to diminished credit quality on the underlying portfolio. ACA ABS: Poor Credit Quality Cues Moody's Nine Ratings Downgrades ----------------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by ACA ABS 2007-3, Limited: Class Description: $7,000,000 Class X Floating Rate Notes Due August 2013 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: A2, on review for possible downgrade Class Description: $175,000,000 Class A-1LA Floating Rate Notes Due May 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba3, on review for possible downgrade Class Description: $96,000,000 Class A-1LB Floating Rate Notes Due May 2047 -- Prior Rating: Baa1, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade Additionally, Moody's downgraded these notes: Class Description: $27,000,000 Class A-2L Floating Rate Notes Due May 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ca Class Description: $6,000,000 Class A-3L Floating Rate Notes Due May 2047 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Ca Class Description: $7,000,000 Class A-4L Floating Rate Notes Due May 2047 -- Prior Rating: B3, on review for possible downgrade -- Current Rating: Ca Class Description: $6,000,000 Class A-5L Floating Rate Notes Due May 2047 -- Prior Rating: Caa1, on review for possible downgrade -- Current Rating: Ca Class Description: $5,500,000 Class B-1L Floating Rate Notes Due May 2047 -- Prior Rating: Caa2, on review for possible downgrade -- Current Rating: Ca Class Description: $5,000,000 Class B-2L Floating Rate Notes Due May 2047 -- Prior Rating: Caa3, on review for possible downgrade -- Current Rating: Ca According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio. ACACIA CDO: Five Classes of 2047 Notes Get Moody's Ratings Cuts --------------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by Acacia CDO 11, Ltd.: Class Description: $398,000,000 Class A First Priority Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Aa2, on review for possible downgrade Class Description: $35,000,000 Class B Second Priority Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: A3, on review for possible downgrade Class Description: $16,000,000 Class C Third Priority Senior Secured Floating Rate Deferrable Interest Notes Due 2047 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: Baa3, on review for possible downgrade Class Description: $16,000,000 Class D Fourth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ba2, on review for possible downgrade Class Description: $12,000,000 Combination Notes Due 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ba1, on review for possible downgrade According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio. ACE MORTGAGE: 10 Classes of Certificates Get Fitch's Junk Ratings ----------------------------------------------------------------- Fitch Ratings has taken rating actions on Ace mortgage pass- through certificates. Affirmations total $330.4 million and downgrades total $357.6 million. Additionally, $81.3 million was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratio for each class are included with the rating actions: Ace 2005-HE6 Total -- $113.6 million class A-1 affirmed at 'AAA', (BL: 71.96, LCR: 2.02); -- $35.5 million class A-2B affirmed at 'AAA', (BL: 97.86, LCR: 2.75); -- $104.2 million class A-2C affirmed at 'AAA', (BL: 77.31, LCR: 2.17); -- $81.3 million class A-2D rated 'AAA', placed on Rating Watch Negative (BL: 64.93, LCR: 1.82); -- $59.8 million class M-1 downgraded to 'A' from 'AA+' (BL: 55.21, LCR: 1.55); -- $55.2 million class M-2 downgraded to 'BB' from 'AA' (BL: 47.93, LCR: 1.35); -- $37.3 million class M-3 downgraded to 'B' from 'A-' (BL: 42.66, LCR: 1.20); -- $26.4 million class M-4 downgraded to 'B' from 'BBB+' (BL: 38.80, LCR: 1.09); -- $27.2 million class M-5 downgraded to 'CCC' from 'BBB' (BL: 34.80, LCR: 0.98); -- $23.3 million class M-6 downgraded to 'CCC' from 'BB+' (BL: 31.31, LCR: 0.88); -- $24.1 million class M-7 downgraded to 'CCC' from 'BB' (BL: 27.57, LCR: 0.77); -- $17.9 million class M-8 downgraded to 'CC' from 'B+' (BL: 24.79, LCR: 0.70); -- $17.9 million class M-9 downgraded to 'CC' from 'B' (BL: 21.92, LCR: 0.62); -- $12.4 million class M-10 downgraded to 'CC' from 'CCC' (BL: 19.82, LCR: 0.56); -- $15.5 million class M-11 downgraded to 'C' from 'CCC' (BL: 17.33, LCR: 0.49); -- $25.6 million class B-1 downgraded to 'C' from 'CCC' (BL: 13.42, LCR: 0.38). Deal Summary --Originators: Fremont 61.3% -- 60+ day Delinquency: 44.77% -- Realized Losses to date (% of Original Balance): 2.31% -- Expected Remaining Losses (% of Current balance): 35.63% -- Cumulative Expected Losses (% of Original Balance): 18.24% Ace 2005-RM1 TOTAL -- $24.2 million class M-1 affirmed at 'AA+', (BL: 84.03, LCR: 5.08); -- $20.7 million class M-2 affirmed at 'AA', (BL: 61.88, LCR: 3.74); -- $12.5 million class M-3 affirmed at 'AA-', (BL: 48.37, LCR: 2.92); -- $11.6 million class M-4 affirmed at 'A+', (BL: 35.18, LCR: 2.13); -- $8.1 million class M-5 affirmed at 'A', (BL: 29.25, LCR: 1.77); -- $3.1 million class M-6 downgraded to 'BBB' from 'A-' (BL: 25.92, LCR: 1.57); -- $2.8 million class M-7 downgraded to 'BB' from 'BBB+' (BL: 22.77, LCR: 1.38); -- $2.1 million class M-8 downgraded to 'B' from 'BBB' (BL: 20.35, LCR: 1.23); -- $1.9 million class M-9 downgraded to 'B' from 'BBB' (BL: 17.98, LCR: 1.09); -- $1.9 million class B-1 downgraded to 'CCC' from 'BB+' (BL: 15.55, LCR: 0.94); -- $3.0 million class B-2 downgraded to 'CCC' from 'BB' (BL: 12.16, LCR: 0.73). Deal Summary -- Originators: Resmae 100% -- 60+ day Delinquency: 33.99% -- Realized Losses to date (% of Original Balance): 1.51% -- Expected Remaining Losses (% of Current balance): 16.55% -- Cumulative Expected Losses (% of Original Balance): 4.06% The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness. AEGIS MORTGAGE: 24 Classes Of Certificates Get Fitch's Junk Rating ------------------------------------------------------------------ Fitch Ratings taken rating actions on three Aegis mortgage pass- through certificates. Affirmations total $61.7 million and downgrades total $1.1 billion. Additionally, $236.8 million was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions: Aegis 2005-1 Total -- $20.5 million class IA3 affirmed at 'AAA', (BL: 96.51, LCR: 2.22); -- $14.5 million class IIA1 affirmed at 'AAA', (BL: 95.93, LCR: 2.20); -- $3.6 million class IIA2 affirmed at 'AAA', (BL: 94.84, LCR: 2.18); -- $31.5 million class M1 rated 'AA+', placed on Rating Watch Negative (BL: 77.81, LCR: 1.79); -- $29.7 million class M2 downgraded to 'A' from 'AA' (BL: 66.98, LCR: 1.54); -- $18.0 million class M3 downgraded to 'BB' from 'AA-' (BL: 58.94, LCR: 1.35); -- $16.6 million class M4 downgraded to 'B' from 'A+' (BL: 50.97, LCR: 1.17); -- $15.8 million class M5 downgraded to 'B' from 'A' (BL: 43.14, LCR: 0.99); -- $14.4 million class M6 downgraded to 'CCC' from 'BB' (BL: 35.90, LCR: 0.82); -- $11.2 million class B1 downgraded to 'CC' from 'B+' (BL: 30.19, LCR: 0.69); -- $9.9 million class B2 downgraded to 'CC' from 'B' (BL: 25.11, LCR: 0.58); -- $9.0 million class B3 downgraded to 'C' from 'CCC' (BL: 20.77, LCR: 0.48); Deal Summary -- Originators: Aegis 100%; -- 60+ day Delinquency: 43.58%; -- Realized Losses to date (% of Original Balance): 2.59%; -- Expected Remaining Losses (% of Current balance): 43.57%; -- Cumulative Expected Losses (% of Original Balance): 12.74%. Aegis 2005-4 Total -- $0.9 million class IA2 affirmed at 'AAA', (BL: 99.90, LCR: 2.28); -- $64.2 million class IA3 rated 'AAA', placed on Rating Watch Negative (BL: 78.30, LCR: 1.79); -- $42.9 million class IA4 downgraded to 'AA' from 'AAA', placed on Rating Watch Negative (BL: 64.27, LCR: 1.47); -- $98.3 million class IIA downgraded to 'AA' from 'AAA', placed on Rating Watch Negative (BL: 65.29, LCR: 1.49); -- $40.0 million class M1 downgraded to 'BB' from 'AA+' (BL: 55.02, LCR: 1.26); -- $37.0 million class M2 downgraded to 'B' from 'AA+' (BL: 46.35, LCR: 1.06); -- $21.5 million class M3 downgraded to 'CCC' from 'AA' (BL: 41.28, LCR: 0.94); -- $19.5 million class M4 downgraded to 'CCC' from 'AA-' (BL: 36.65, LCR: 0.84); -- $17.5 million class M5 downgraded to 'CC' from 'A' (BL: 32.48, LCR: 0.74); -- $16.5 million class M6 downgraded to 'CC' from 'BBB+' (BL: 28.48, LCR: 0.65); -- $15.0 million class B1 downgraded to 'CC' from 'BBB' (BL: 24.72, LCR: 0.56); -- $13.0 million class B2 downgraded to 'C' from 'BBB-' (BL: 21.43, LCR: 0.49); -- $11.0 million class B3 downgraded to 'C' from 'BB' (BL: 18.53, LCR: 0.42); -- $7.5 million class B4 downgraded to 'C' from 'BB-' (BL: 16.47, LCR: 0.38); -- $10.0 million class B5 downgraded to 'C' from 'CCC' (BL: 13.88, LCR: 0.32); -- $8.0 million class B6 downgraded to 'C' from 'CCC' (BL: 11.95, LCR: 0.27); Deal Summary -- Originators: Aegis 100%; -- 60+ day Delinquency: 42.38%; -- Realized Losses to date (% of Original Balance): 3.08%; -- Expected Remaining Losses (% of Current balance): 43.82%; -- Cumulative Expected Losses (% of Original Balance): 21.83%. Aegis 2005-5 Total -- $22.2 million class IA2 affirmed at 'AAA', (BL: 97.88, LCR: 2.42); -- $106.3 million class IA3 downgraded to 'AA' from 'AAA' (BL: 64.91, LCR: 1.61); -- $34.0 million class IA4 downgraded to 'A' from 'AAA' (BL: 56.37, LCR: 1.40); -- $169.8 million class IIA downgraded to 'A' from 'AAA' (BL: 58.07, LCR: 1.44); -- $47.4 million class M1 downgraded to 'B' from 'AA+' (BL: 48.45, LCR: 1.20); -- $43.2 million class M2 downgraded to 'B' from 'A-' (BL: 41.21, LCR: 1.02); -- $29.4 million class M3 downgraded to 'CCC' from 'BBB' (BL: 36.25, LCR: 0.90); -- $20.4 million class M4 downgraded to 'CCC' from 'BBB-' (BL: 32.77, LCR: 0.81); -- $21.6 million class M5 downgraded to 'CC' from 'BB' (BL: 29.08, LCR: 0.72); -- $18.0 million class M6 downgraded to 'CC' from 'BB-' (BL: 25.95, LCR: 0.64); -- $19.2 million class B1 downgraded to 'CC' from 'B' (BL: 22.50, LCR: 0.56); -- $13.8 million class B2 downgraded to 'C' from 'CCC' (BL: 19.99, LCR: 0.49); -- $13.8 million class B3 downgraded to 'C' from 'CCC' (BL: 17.37, LCR: 0.43); -- $9.0 million class B4 downgraded to 'C' from 'CCC' (BL: 15.59, LCR: 0.39); -- $12.0 million class B5 downgraded to 'C' from 'CCC' (BL: 13.35, LCR: 0.33); -- $13.2 million class B6 downgraded to 'C' from 'CCC' (BL: 11.07, LCR: 0.27). Deal Summary -- Originators: Aegis 100%; -- 60+ day Delinquency: 40.77%; -- Realized Losses to date (% of Original Balance): 3.07%; -- Expected Remaining Losses (% of Current balance): 40.38%; -- Cumulative Expected Losses (% of Original Balance): 23.26%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness. AEGIS MORTGAGE: Court Extends Removal Period Deadline to May 12 --------------------------------------------------------------- The Honorable Brendan Linehan Shannon granted the request of Aegis Mortgage Corp. and its debtor-affiliates to extend the deadline to file notices of removal with respect to pending civil actions, to and including May 12, 2008. The Debtors reserved their rights to seek further extension of deadline to remove civil proceedings. As reported in the Troubled Company Reporter on Nov. 22, 2007, Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware, asserted it was prudent to seek an extension so to protect the Debtors' right to remove the actions. Since its Aug. 13, 2007 Petition Date, the Debtors have been occupied with matters of immediate importance to their Chapter 11 cases, Mr. Cairns explained. The Debtors, he said, focused on the orderly wind down of their businesses and the sale of their remaining assets. "Accordingly, the Debtors have not had an opportunity to appropriately review actions to determine whether there are any that may need to be removed," Mr. Cairns said. 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; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AFFINION GROUP: Dec. 31 Balance Sheet Upside-Down by $405.5 Mil. ---------------------------------------------------------------- Affinion Group Inc.'s balance sheet as of Dec. 31, 2007, showed total assets of $1.6 billion, total liabilities of $2.0 billion, and total stockholders' deficit of $405.5 million. Its December 31 balance sheet also showed strained liquidity with total current assets of $289.9 million and total current liabilities of $535.8 million. Results Highlights Fourth Quarter -- Net revenues for the fourth quarter of 2007 were $336.6 million as compared to $336.1 million for the fourth quarter of 2006. -- The increase in net revenues was primarily attributable to an increase of $4.9 million for the quarter as compared to the fourth quarter in 2006 due to the decline in the impact of the non-cash reduction in purchase accounting as part of the Transactions. -- Net revenues excluding the impact of the Transactions decreased $4.4 million. -- The decrease in revenue was the result of lower sales in North America partially offset by higher sales in International. The decline in North America was primarily the result of lower revenue for Membership & Insurance and Package products. Full Year -- Net revenues for 2007 were $1,321.0 million as compared to $1,137.7 million for 2006. -- The increase in net revenues was primarily attributable to an increase of $184.1 million for the full year as compared to 2006 principally due to the decline in the impact of the non-cash reduction in deferred revenue recorded in purchase accounting as part of the Transactions. -- Net revenues excluding the impact of the Transactions decreased $800,000. -- The decrease in revenue was the result of lower sales in North America largely offset by higher sales in International. The decline in North America was primarily the result of lower revenue for Membership and Loyalty products. Selected Liquidity Data Affinion has several debt instruments outstanding, including senior notes, senior subordinated notes, and senior secured credit facilities, which consist of a term loan facility and revolving credit facility. At Dec. 31, 2007, Affinion had $302.3 million outstanding under its senior notes (net of discounts and premiums), $655.0 million outstanding under its term loan facility, $351.3 million outstanding under the senior subordinated notes (net of discount), $38.5 million outstanding under its revolving credit facility and $60.0 million available for borrowing under the same revolving credit facility. A portion of the revolving credit facility was used to partially finance the approximately $50 million cash acquisition of a credit card registration membership base previously announced on Jan. 8, 2008. In addition, at Dec. 31, 2007, Affinion had $14.2 million of unrestricted cash on hand. Voluntary Debt Prepayment As previously announced, on Nov. 13, 2007, Affinion made a voluntary prepayment of $25.0 million principal amount under the term loan facility. This was Affinion's ninth voluntary prepayment. Since Oct. 17, 2005, including this prepayment, Affinion has prepaid $205.0 million, or approximately 23.8% of the original term loan balance. Affinion does not anticipate making a prepayment against the term loan facility in the first quarter of 2008, but the Company continues to expect additional deleveraging will occur at Affinion Group in 2008 at a lesser rate than 2007. Guidance Affinion reaffirms its full year 2008 Adjusted EBITDA guidance of $305 million to $315 million. "Affinion delivered a very solid fourth quarter, concluding a successful year in which we achieved the high end of our financial commitments and accomplished several operational milestones which will position us very well for accelerated growth in 2008," said Nathaniel J. Lipman, Affinion's President and Chief Executive Officer. Commenting further on the results, Lipman added, "In both the quarter and the year, our North American and International regions increased their profits, and we continued to see positive results from our strategy of increasing the lifetime value of our members, as evidenced by the ongoing growth in our net revenue per average member." A full-text copy of the company's annual 2007 report is available for free at http://ResearchArchives.com/t/s?29ba About Affinion Headquartered in Norwalk, Connecticut, Affinion Group Inc. -- http://www.affinion.com/-- markets value-added membership, insurance and package enhancement programs and services to consumers, with over 30 years of experience. Affinion currently offers its programs and services worldwide through over 4,500 affinity partners. * * * As reported in the Troubled Company Reporter on Nov. 30, 2007, Standard & Poor's Ratings Services revised the rating outlook on Affinion Group Inc. to negative from developing and affirmed the ratings, including the 'B+' corporate credit rating, on the company. ALOHA AIRLINES: Ends Passenger Operations; 1,900 Workers Affected ----------------------------------------------------------------- Aloha Airlines will be shutting down its inter-island and transpacific passenger flight operations. Aloha's last day of operations will be today, March 31, 2008. Aloha will operate its schedule with the exception of flights from Hawaii to the West Coast and flights from Orange County to Reno and Sacramento, and Oakland to Las Vegas. Code-share partner United Airlines and other airlines are prepared to assist and accommodate Aloha's passengers who have been inconvenienced. For more information on United's accommodation options, contact United at 1-800-UNITED1 or http://www.united.com. Passengers who do not wish to be re-accommodated by another airline should contact their travel agent or credit card company to request a refund. Effective immediately, Aloha will stop selling tickets for travel beyond March 31, 2008. The shutdown of Aloha's passenger operations will affect about 1,900 employees. Aloha also disclosed that its air cargo and aviation services units will continue to operate as usual while the U.S. Bankruptcy Court seeks bids from potential buyers. On March 27, 2008, Saltchuk Resources Inc., announced its intention to buy Aloha's air cargo business. "This is an incredibly dark day for Hawaii," David A. Banmiller, Aloha's president and chief executive officer, said. "Despite the groundswell of support from the community and our elected officials, we simply ran out of time to find a qualified buyer or secure continued financing for our passenger business. We had no choice but to take this action." "We deeply regret the impact this will have on our dedicated employees who have made Aloha one of the best operating airlines in the country," Mr. Banmiller added. "Aloha Airlines was founded in 1946 to give Hawaii's people a choice in inter-island air transportation," Mr. Banmiller related. "Unfortunately, unfair competition has succeeded in driving us out of business, bringing to an end a 61-year-old company with a proud legacy of serving millions of travelers in the true spirit of Aloha." "We realize that this comes as a devastating disappointment to our frequent flyers and our loyal business partners who have supported this company for many, many years." About Aloha Airlines Inc. Aloha Airlines Inc. -- http://www.alohaairlines.com/-- carry and fly passengers and freight to Hawaii's five major airports, well as to half a dozen destinations in the western US. They operate a fleet of about 20 aircraft, all Boeing 737s, including three configured as freighters. The Debtor and its Debtor-affiliates filed for separate Chapter 11 petitions on March 18, 2008, (Bankr. Case D. Hawaii No.: 08-00337 thru 08-00339.) Brian G. Rich, Esq. Jordi Guso, Esq., Paul Steven Singerman, Esq. at Berger Singerman PA and David C. Farmer, Esq. The Debtors have estimated assets and debts of $100 million to $500 million. ALOHA AIRLINES: Saltchuk Offers to Buy Cargo Division for $13M -------------------------------------------------------------- Seattle-based Saltchuk Resources Inc. has offered to buy Aloha Airlines Inc. and its debtor-affiliates' cargo operations for $13 million, various reports say. Saltchuk intends to retain as many as 300 employees in Aloha Air Cargo, the Associated Press says. Saltchuk, however, did not engage Aloha in talks about taking over Aloha's passenger business, reports the Puget Sound Business Journal. "We believe our knowledge of Hawaii, coupled with our extensive air cargo operations experience, positions us well to help take Aloha Air Cargo to the next level," the Puget Journal quotes Saltchuk President Tim Engle, as saying. "Our goal is to ensure a smooth transition for both our employees and our customers," he continued. As reported in the Troubled Company Reporter on Mar. 24, 2008, Aloha Airgroup Inc., and its subsidiary Aloha Airlines, filed voluntary petitions for protection under Chapter 11 in the U.S. Bankruptcy Court for the District of Hawaii. Aloha is continuing to seek the Court's approval to allow the company to continue operating. Aloha is also seeking Court approval of a cash collateral financing arrangement with its principal working capital lender, General Motors Acceptance Corporation, to provide financing for operations pending a further hearing in accordance with bankruptcy rules. In its filing, Aloha cited its inability to generate sufficient revenues from its inter-island passenger business due to predatory pricing by Mesa Air Group's go! airline. In the competitive inter-island market, Aloha was forced to match go!'s below-cost fares at a time when the airline industry was facing unprecedented increases in the cost of jet fuel. Late last week, crude oil rose to an all-time record high of $111 a barrel. For Aloha that means an annual increase of $71 million in fuel expenses. "It is a travesty and a tragedy that the illegal actions of a competitor and other factors completely beyond our control have forced us to take this action," David A. Banmiller, Aloha's president and chief executive officer, said. About Aloha Airlines Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines Inc. -- http://www.alohaairlines.com/-- and its affiliates are carriers that fly passengers and freight to Hawaii's five major airports, as well as to half a dozen destinations in the western U.S. They operate a fleet of about 20 aircraft, all Boeing 737s, including three configured as freighters. This is the airline's second bankruptcy filing. Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy protection in February 2006. The company and its affiliates filed again for Chapter 11 protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08- 00337). Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven Singerman, Esq., at Berger Singerman P.A., and David C. Farmer, Esq., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of $100 million to $500 million. ALERIS INT'L: To Shut Down Ohio Coil Coating Facility by Q2 2008 ---------------------------------------------------------------- Aleris International Inc. will be permanently closing its Bedford, Ohio coil coating facility. Production will be phased out, and the site is expected to be closed by the end of the second quarter of 2008. The facility employs 40 people and supplies coated aluminum coil for building and construction, transportation, distribution and consumer durables applications. The closing of this facility results in restructuring charges of approximately $4.8 million related to severance, shutdown costs and asset impairment. Production will be transferred to other Aleris facilities in the United States, and Aleris will providing the same quality products and services that customers expect. Headquartered in Beachwood, Ohio, Aleris International Inc. (NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled aluminum products and offers aluminum recycling and the production of specification alloys. The company also manufactures value-added zinc products that include zinc oxide, zinc dust and zinc metal. The company operates 42 production facilities in the United States, Brazil, Germany, Mexico and Wales, and employs approximately 4,200 employees. * * * Moody's Investor Service placed Aleris International Inc.'s long term corporate family rating at 'B2' in November 2006. The rating still holds to date with a stable outlook. AMERICAN AXLE: Likely to Outsource Work if Union Negotiations Fail ------------------------------------------------------------------ American Axle & Manufacturing Holdings Inc.'s Chief Executive Officer Richard Dauch berated United Auto Workers union representatives for the work stoppage that has caused a chain reaction in the U.S. auto industry, Tom Walsh of the Detroit Free Press reports. The CEO added that the auto parts manufacturer may end up outsourcing its manufacturing division if talks with the UAW negotiations fail. CEO Dauch said that the company has the right to outsource its work since they have facilities all over the globe -- Mexico, South America, Europe, and Asia, Mr. Walsh recounts. Mr. Dauch added that Axle will not be forced into bankruptcy. Since the resumption of talks between Axle and UAW on March 13, 2008, as reported in the Troubled Company Reporter, the discussions have been on and off, Mr. Walsh relates. Axle spokeswoman Renee Rogers said letters were sent informing workers, who were laid off before the strike, to come back to work, The Associated Press reports. If not, she added, these workers could lose benefits. As previously reported in the TCR, labor talks ceased on March 11 after a bargaining that lasted three days failed to produce results. Union officials weren't happy with the terms proposed by the auto parts company. Axle is demanding wage reductions of up to $14 an hour as well as elimination of future retiree health care and defined benefit pensions for active workers. Axle, which earned $37 million on $3.25 billion sales in 2007, wanted 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 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. The March 11 talks would have resolved a strike, which started Feb. 26, 2008, of the 3,650 employees at master-contract plants in Michigan and New York. American Axle Statement As previously reported, according to the company, it is not, and never has been, an original equipment manufacturer. AAM is a Tier 1, Tier 2 and Tier 3 supplier to the automotive industry. Yet, 14 years after the company was founded, AAM continues to work under an uncompetitive OEM-style labor agreement with the UAW. The company disclosed that its "all-in labor costs" at the original U.S. locations covered by this agreement with the UAW are approximately 300% of the market rate of its competitors in the United States. AAM's UAW-represented facilities currently affected by the work stoppage are not profitable and have not been for years. In formal and informal discussions that have occurred for more than two years, AAM has presented the UAW with many alternatives to address the company's need to transition to a market competitive labor cost structure in the United States. AAM has proposed to make a significant financial commitment to fund retirement incentives, buy-outs and buy-downs to help associates make the transition to a market competitive labor cost structure. This is AAM's preferred approach. This approach would allow AAM to continue operating at the original U.S. locations and retain significant employment at these UAW-represented facilities. If a market competitive labor cost structure cannot be attained at the original U.S. locations, AAM has advised the UAW that it will consider additional capacity rationalization initiatives. Strike Impact on Automakers GM has about 29 facilities affected by the strike at Axle as the supplier attempts to negotiate with the union. GM president and COO Frederick Henderson said GM won't meddle in the labor dispute between AAM and the UAW. As reported in the TCR on March 27, 2008, the month-long work protest of union members at Axle is taking its toll on GM, threatening the automaker's brake part plant in Lordstown, Ohio, which has 2,400 workers. Chrysler LLC is temporarily closing its vehicle assembly facility in Newark, Delaware as the strike among UAW union members at AAM stretches. AAM supplies Chrysler components for the Dodge Durango and Chrysler Aspen sport utility vehicles in Newark and two versions of the Dodge Ram pickup made in Saltillo, Mexico. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly owned subsidiary, American Axle & Manufacturing, Inc., manufactures, engineers, designs and validates driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for light trucks, sport utility vehicles and passenger cars. In addition to locations in the United States (in Michigan, New York and Ohio), the company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea and the United Kingdom. * * * As reported in the Troubled Company Reporter on 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 IRONHORSE: Seeks Approval of $608,733 Textron DIP Loan --------------------------------------------------------------- American Ironhorse Motorcycle Company, Inc. seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to borrow up to $608,733 under a revolving credit facility with Textron Financial Corporation. In addition, American Ironhorse wants to tap $111,050 from the DIP Credit Facility on an interim basis. Vincent P. Slusher, Esq., at Beirne Maynard & Parsons L.L.P., in Dallas, Texas, the Debtor's proposed counsel, says the interim amount is necessary to provide the Debtor with operating capital. Without the immediate availability of that working capital, the Debtor can not continue its business operations during the period before a final hearing on the Debtor's request, Mr. Slusher explains. The Debtor will use the DIP loan proceeds for operations pursuant to the terms of an approved budget, according to Mr. Slusher. The Debtor will grant Textron security interests and liens on, and superpriority claims against the Debtor's assets as adequate protection. Pursuant to the Debtor-in-Possession Loan and Security Agreement between the parties, the DIP loan will incur interest at prime plus 350 basis points. Textron will be entitled to recover its out of pocket expenses related to the transaction. The DIP Credit Agreement includes customary and appropriate events of default. Payment of fees of the Debtor's professionals and any statutory committee's professionals are included in the budget approved by Textron. A full-text copy of American Ironhorse's DIP Credit Agreement with Textron is available for a fee at: http://www.researcharchives.com/bin/download?id=080330211413 American Ironhorse Motorcycle Company, Inc., designs, manufactures, and markets custom v-twin motorcycles. AIH markets its motorcycles through a national network of more than 100 dealers and is actively pursuing international sales in Canada and the United Kingdom. On March 25, 2008, American IronHorse consented to the move by a group of creditors to place the company under chapter 11 bankruptcy protection before the United States Bankruptcy Court for the Northern District of Texas, Ft. Worth Division. On the same day, the Bankruptcy Court entered an order for relief under Chapter 11 of the U.S. Bankruptcy Code. Three creditors -- AG Nichlos, Jr., William E. Buford and Jim Graham -- filed the involuntary petition against the company on February 29, 2008. The petitioners are owed $120,000 by the company. The petitioner's counsel is Troy D. Philips, Esq., at Glast, Phillips & Murray, PC, in Dallas, Texas. Vincent P. Slusher, Esq., at Beirne Maynard & Parsons, LLP, represents the Debtor. AMERICAN IRONHORSE: Seeks to Employ Beirne Maynard as Counsel ------------------------------------------------------------- American Ironhorse Motorcycle Company, Inc. seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Beirne Maynard & Parsons L.L.P., as its bankruptcy counsel. The Debtor needs Beirne Maynard's services to enable the company to execute faithfully its duties as debtor-in-possession and to develop, propose and consummate a chapter 11 plan. The firm will not render opinions regarding tax matters or securities issues. The Debtor will pay the firm for its legal services in accordance with the firm's customary hourly rates. Beirne Maynard professionals who will have primary responsibility for providing services to the Debtor and their billing rates are: Vincent P. Slusher Partner $465 per hour Cynthia W. Cole Associate $265 per hour Seth Moore Associate $285 per hour Sarah Davis Associate $195 per hour Debbie Andreacchi Paralegal $145 per hour Vincent P. Slusher, Esq., a partner at Beirne Maynard, attests that his firm represents no other interests adverse to the Debtor or its estate, and that the firm is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Vincent P. Slusher, Esq. vslusher@bmpllp.com Cynthia W. Cole smoore@bmpllp.com BEIRNE, MAYNARD & PARSONS, LLP 1700 Pacific, Suite 4400 Dallas, Texas 75201 Tel: (214) 237-4300 Fax: (214) 237-4340 American Ironhorse Motorcycle Company, Inc., designs, manufactures, and markets custom v-twin motorcycles. AIH markets its motorcycles through a national network of more than 100 dealers and is actively pursuing international sales in Canada and the United Kingdom. On March 25, 2008, American IronHorse consented to the move by a group of creditors to place the company under chapter 11 bankruptcy protection before the United States Bankruptcy Court for the Northern District of Texas, Ft. Worth Division. On the same day, the Bankruptcy Court entered an order for relief under Chapter 11 of the U.S. Bankruptcy Code. Three creditors -- AG Nichlos, Jr., William E. Buford and Jim Graham -- filed the involuntary petition against the company on February 29, 2008. The petitioners are owed $120,000 by the company. The petitioner's counsel is Troy D. Philips, Esq., at Glast, Phillips & Murray, PC, in Dallas, Texas. ANCHOR GLASS: Houston Tax Commish Insists on Validity of Claim -------------------------------------------------------------- The Tax Commissioner for Houston County, Georgia, is asking the U.S. Bankruptcy Court for the Middle District of Florida to reconsider its order disallowing Claim No. 1582 the Tax Commissioner filed against Anchor Glass Container Corporation. The Tax Commissioner tells the Court that it filed the Claim for ad valorem taxes due for 2005 for certain of Anchor Glass' real and personal properties. The Claim asserted a total amount of $747,293. Under applicable Georgia law, Houston County has a lien on Anchor Glass' real and personal properties securing the real and personal property taxes, Michael P. Brundage, Esq., at Jennis Bowen & Brundage, P.L., in Tampa, Florida, asserts, citing In re Ramsey, 342 B.R. 658 (M.D.Fla.2006). Mr. Brundage adds that the Claim is a fully secured claim and is not affected by Anchor Glass' Chapter 11 filing. He also points out that the Claim was not treated within Anchor Glass' confirmed Plan of Reorganization, hence, the Houston County's rights remain unimpaired. Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the third-largest manufacturer of glass containers in the United States. Anchor manufactures a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. The Company filed for chapter 11 protection on Aug. 8, 2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano, Esq., at Carlton Fields PA, represents Anchor Glass in its restructuring efforts. Edward J. Peterson, III, Esq., at Bracewell & Guiliani, represents the Official Committee of Unsecured Creditors. When Anchor Glass filed for protection from its creditors, it listed $661.5 million in assets and $666.6 million in debts. The Court confirmed Anchor Glass' second Amended Plan of Reorganization on April 18, 2006. Anchor Glass emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ANCHOR GLASS: To Pay $189,000 to Settle Warner Robins Tax Claim --------------------------------------------------------------- Anchor Glass Container Corporation has reached an agreement to settle a tax claim asserted by the city of Warner Robins, in Georgia. The parties agree that Anchor Glass will pay $189,000 to Warner Robins in satisfaction of the Tax Claim. Warner Robins, on the other hand, will release its lien on Anchor Glass' property. The U.S. Bankruptcy Court for the Middle District of Florida had denied a request of Warner Robins for payment of $351,422 as an administrative expense of Anchor Glass' Chapter 11 estate. Warner Robins' claim asserted amounts for real and personal property taxes incurred by Anchor Glass for the year 2005. The Court ruled that because the taxes were incurred before Anchor Glass' August 8, 2005 Petition Date, Warner Robins' Claim is a prepetition claim and is not entitled to administrative claim status under Section 503(b)(1)(B) of the Bankruptcy Code. The Court related that, under Georgia law, the owner of property as of January 1st is the person liable for the ad valorem taxes associated with that property. The Court said that even though the due date for payment of the taxes does not occur until months later, a "right to payment," or a claim under Section 105(5) against a debtor, accrued on January 1st. The Court added that the ad valorem tax liens associated with the tax claim constituted a first-priority lien on the subject property that vested as of January 1st. Therefore, the Court concluded, the Debtors' liability for Warner Robins' Tax Claim was "incurred" on January 1, 2005. Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the third-largest manufacturer of glass containers in the United States. Anchor manufactures a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. The Company filed for chapter 11 protection on Aug. 8, 2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano, Esq., at Carlton Fields PA, represents Anchor Glass in its restructuring efforts. Edward J. Peterson, III, Esq., at Bracewell & Guiliani, represents the Official Committee of Unsecured Creditors. When Anchor Glass filed for protection from its creditors, it listed $661.5 million in assets and $666.6 million in debts. The Court confirmed Anchor Glass' second Amended Plan of Reorganization on April 18, 2006. Anchor Glass emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ANSWER FINANCIAL: Judge Walrath Confirms Prepackaged Ch.11 Plan --------------------------------------------------------------- The Hon. Mary Walrath of the United States Bankruptcy Court for the District of Delaware confirmed the prepackaged Chapter 11 plan of Answer Financial, Inc., Dawn McCarty of Bloomberg News reports. All of Answer Financial's creditors, Ms. McCarty says, accepted the terms of the disclosure statement sent out to them before the Debtor filed for Chapter 11 protection in January 2008. The prepackaged plan provides for the full payment of the unsecured claims, according to Ms. McCarty. She says that Hanover and White Mountains Insurance Group Ltd. will exchange their notes for stock while Elliot Associates LP will also exchange its old notes valued at $29.6 million for new secured notes. Ms. McCarty says that White Mountains holds $21.4 million of notes as of the Debtor's bankruptcy filing. About Answer Financial Headquartered in Encino, California, Answer Financial, Inc. -- http://www.answerfinancial.com/-- offers insurance products and services through its licensed affiliated Insurance Answer Center, Inc., Answer Center Insurance Agency, Inc. and other affiliates. The company filed for Chapter 11 protection on Jan. 21, 2008 (Bankr. D. Del. Case No.08-10140). Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, L.L.P., represents the Debtor. According to court documents filed before the Court, the Debtor listed assets of $2.4 million and debt of $53 million. ANTONIO DELANE: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Antonio Delane Storey 459 15th Street NE Washington, DC 20002 Bankruptcy Case No.: 08-00198 Chapter 11 Petition Date: March 25, 2008 Court: U.S. Bankruptcy Court for the District of Columbia (Washington) Debtor's Counsel: Andre P. Barber, Esq. Barber & Associates PC 1825 I Street, NW Suite 400 Washington, DC 20006 Tel: (202) 479-0325 andrepbarber@verizon.net Total Assets: $2,238,900 Total Debts: $2,718,215 Debtor's list of its 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Countrywide Bank FSB real estate; $525,100 P.O. Box 660694 value of Dallas, TX 75266-0694 security: $810,000; value of senior lien: $473,100 Saxon Mortgage Services real estate; $140,000 P.O. Box 961105 value of Fort Worth, TX 76161 security: $385,000; value of senior lien: $364,000 OCWEN real estate; $103,000 P.O. Box 6440 value of Carol Stream, IL 60197-6440 security: $385,000; value of senior lien: $362,000 Bank of America AMEX $32,400 American Express $31,072 Discover $25,248 Bank of America Quatum $22,529 Advanta Mastercard $20,832 Chase Visa $15,019 Bank of America Bus. Credit $9,991 DC Treasurer real estate; $9,908 value of security: $770,000; value of senior lien: $969,000 Best Buy $6,333 First Equity Card $3,902 Home Depot Credit Services $3,443 Lowes $2,521 Bank of America $2,500 Tax Commisioner Fulton County real estate; $1,233 value of security: $192,000; value of senior lien: $192,000 ARCAP 2005-RR5: Class N Gets S&P's D Rating on Interest Shortfalls ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on the class N commercial mortgage-backed securities pass-through certificates from ARCap 2005-RR5 Resecuritization Inc. to 'D' from 'CCC-'. The downgrade follows interest shortfalls to class N that S&P does not expect to be recovered. In addition, class N is expected to experience future principal losses. To date, the trust has incurred losses totaling $89 million, which has reduced the original balance of the unrated class O certificate by 99%. According to the remittance report dated March 24, 2008, class N suffered an interest shortfall of $44,556 during the recent remittance period, and cumulative interest shortfalls to the class total $89,126 after two successive months of interest shortfalls. The interest shortfalls are due in part to interest shortfalls on the underlying CMBS collateral, which are expected to continue. Additionally, class N currently has only $1.2 million of principal support (0.55% credit enhancement) and is expected to suffer a principal loss upon the ultimate resolution of the delinquent loans in the underlying CMBS transactions, as detailed below. According to the March remittance report, the collateral pool consisted of 18 classes of subordinated fixed-rate CMBS pass- through certificates and five classes of subordinated fixed-rate re-REMIC certificate classes with an aggregate principal balance of $217.4 million. The CMBS collateral pool includes 16 distinct CMBS transactions issued between 1998 and 2005. The underlying CMBS transactions are collateralized by 2,347 loans ($13 billion) and 54 CMBS certificate classes ($481 million), or a total aggregate outstanding principal balance of $13.5 billion. There are currently 36 delinquent loans ($141.2 million) in the underlying CMBS transactions. The collateral consists of CMBS pass-through certificates rather than mortgage loans. As such, losses associated with the loans are first realized by the CMBS trusts that issued the pass-through certificates. Realized losses on the first-loss positions will result in principal losses in reverse sequential order to the classes from ARCap 2005-RR5 Resecuritization Inc. Currently, first-loss positions account for $155.9 million, or 72%, of the collateral. Subordination is available to absorb various losses experienced by the remaining collateral before the ARCap 2005-RR5 Resecuritization Inc. certificates are affected. ASARCO LLC: Insurers Don't Want Claim Objections Kept "Secret" -------------------------------------------------------------- Mt. McKinley Insurance Company and Everest Reinsurance Company oppose any procedure by which Asarco Incorporated's objections to asbestos-related claims in ASARCO LLC and its debtor- affiliates' Chapter 11 cases would be filed under seal because there is no basis or common law to justify sealing the claims objections or the publicly filed proofs of claim. Tony L. Draper, Esq., at McClain & Patchin, P.C., in Houston, Texas, asserts that permitting Asarco Inc. to file objections under seal would run contrary to the strong public policy and common law presumption that all papers filed in a bankruptcy case are public records open to examination by any entity. In addition, Mr. Draper contends, the merits and viability of the asbestos-related claims promise to be significant issues for confirmation. Assuming the Debtors follow form with all other asbestos-related bankruptcy cases, the Debtors' plan of reorganization is expected to include a channeling injunction under Section 524(g) of the Bankruptcy Code for all present and future asbestos claims, which claims will be addressed by a trust through trust distribution procedures as contemplated by Section 524(g)(2)(B)(ii)(V). Mr. Draper tells the U.S. Bankruptcy Court for the Southern District of Texas that Mt. McKinley and Everest have a keen interest in the asbestos issue because it is typically the insurers who are looked to for payment of asbestos claims channeled to a Section 524(g) trust. To the extent Asarco Inc. is concerned about disclosure of Social Security Numbers, Mt. McKinley and Everest do not oppose to redacting those information to protect the claimants. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors are currently asking the Court to extend their exclusive plan-filing period to June 10, 2008. (ASARCO Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to June 10 ------------------------------------------------------------------ ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to further extend, until June 10, 2008, the exclusive period in which they may file a plan of reorganization, and the period to obtain acceptances of that plan until Aug. 12, 2008. The Debtors' current exclusive period to file a Chapter 11 plan will expire on April 11. James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas, notes that the Plan Sponsor Procedures, governing the sale of substantially all of the Debtors' assets, contemplate the submission of proposals on April 21 and a plan sponsor selection meeting to be held two weeks thereafter. He notes that the five- week timeline proposed in the Plan Sponsor Procedures is not rigid and may need to be extended to accomplish the Debtors' objective of maximizing value and keeping a level playing field among participants. After the plan sponsor selection meeting, the Court will conduct a final hearing on the Plan Sponsor Procedures, which must occur before the selection of the plan sponsor is finalized. Mr. Prince avers that considering the plan-sponsor timeline, the Debtors cannot realistically conduct the selection meeting or file a meaningful chapter 11 plan before April 11. Plan proposals either will not be due or will have just been received by April 11. Mr. Prince says the Debtors and their advisors, in consultation with key creditor constituents and their advisors, will then need time before the selection meeting to analyze and encourage improvements to the bids and to develop a negotiating strategy for the meeting. Although the Debtors have draft plan documents ready to circulate, the drafts have not been vetted with constituents and will likely change materially based on the outcome of the plan sponsor process, Mr. Prince adds. Until completion of the selection meeting, the Debtors will not know the identity of the plan sponsor, the value and structure of the winning plan proposal, and whether that value and structure are sufficient to go forward with a plan sponsored by a bidder selected pursuant to the Plan Sponsor Procedures or whether the Debtors should instead pursue other reorganization alternatives, Mr. Prince contends. Mr. Prince adds that each of the key creditor constituents in the Debtors' Chapter 11 cases -- the Official Committee of Unsecured Creditors for ASARCO, the Official Committee of Unsecured Creditors for the Asbestos Subsidiary Debtors, Robert C. Pate, the Court-appointed Future Claims Representative, the U.S. Department of Justice, Environment & Natural Resources Division, the state of Washington and the United Steelworkers Union -- have asked for time to review and comment on the plan and disclosure statement before filing the documents. Addressing comments to the plan documents before they are filed with the Court takes time after the selection meeting but the Creditor Constituents need the time to determine whether they will support the plan, Mr. Prince says. In addition, Asarco Incorporated and Americas Mining Corporation, which own 100% of ASARCO LLC's equity, have indicated an interest in backstopping a stand-alone reorganization plan. Mr. Prince informs the Court that the Debtors have spent time considering the stand-alone plan proposal, and any other proposals by Asarco Inc. and Americas Mining will require further consideration by the Debtors and the Creditor Constituents. Mr. Prince also tells the Court that most of the Creditor Constituents affirmatively support further extension of the exclusive periods in light of the progress made in the Debtors' Chapter 11 cases and the amount of work remaining to be done before a meaningful Chapter 11 plan may be filed. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). (ASARCO Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants Mission Mine Claim Settlement Pact Approved ------------------------------------------------------------- ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to approve a settlement with certain claimants to resolve various Mission Mine claims. The Tohono O'Odham Nation, the San Xavier District, the San Xavier Allottees Association, and the U.S. Government have filed claims, seeking an aggregate of $661,000,000, against ASARCO LLC for alleged delinquent lease payment and reclamation obligations and certain damages arising from the company's mining and related operations on certain tracts of land located in its Mission Mine in Pima County, Arizona. The Mission Mine is partly located on lands leased from the San Xavier District and Tohono O'Odham Nation. Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas, says ASARCO prefers to avoid litigation regarding the reclamation obligations under the Leases and federal regulations, and arising out of the Mission Mine Claims. Thus, ASARCO entered into a compromise and settlement agreement with the Nation, the San Xavier District, the Allottees Association, and the Government. The salient terms of the Settlement are: (a) ASARCO will deposit $33,000,000, plus $2,600 per day for each day starting on and including February 1, 2008 until the date of the deposit, into an escrow account to fund the implementation of the mine reclamation component of the agreed mining and reclamation plan. (b) The Government's claim for prepetition royalties alleged to be related to the Tract I Mining Lease will be allowed as a $225,000 unsecured claim for the benefit of the Landowners. (c) ASARCO will pay the Government, for the use and benefit of the Landowners, $172,755, in cash as a cure payment for prepetition royalties and penalties alleged to be related to the Tract II Lease. (d) The Non-ASARCO Parties will release ASARCO from: * any and all prepetition claims related to its mining and related operations and physical disturbance resulting from those operations at the Mission Mine Complex, including, but not limited to, the claims totaling $661,000,000, asserted by the Non-ASARCO Parties; * any and all claims arising postpetition through the settlement's effective date related to the Tract I Mining Lease; and * all mining plan and reclamation obligations that might, under the law or contracts, burden ASARCO as a result of its past, present and future operations and physical disturbance resulting from those operations within the operational Footprint on the Leases. (e) ASARCO will release the Non-ASARCO Parties from any and all claims related to ASARCO's mining and related operations and physical disturbance resulting from those operations on Tract II and III through the Petition Date and on Tract I through the settlement's effective date. (f) The Government will release certain bonds held by St. Paul Travelers Insurance Company after ASARCO deposits the funds into the Escrow Account. (g) ASARCO will assume the Tract II Mining Lease, the Tract III Business Leases, the 1971 Settlement Agreement, the Well Site Lease and the 1997 Intergovernmental Agreement. (h) ASARCO will withdraw its objection to the Government's Claim No. 10744 and the pending motion to estimate the Mission Mine Claims. (i) ASARCO will dismiss, with prejudice, the Adversary Proceeding against the Government relating to Claim No. 10744, and Office of Trust Funds Management, U.S. Department of the Interior as a defendant in an avoidance action related to the Mission Mine. (j) While ASARCO remains contractually obligated to perform the reclamation outlined in the MARP, ASARCO will be reimbursed from the Escrow Account as it performs the work. ASARCO is relieved of all obligations to perform reclamation once the Escrow Account is exhausted or once the remaining balance in the Escrow Account is insufficient to pay for further reclamation activities. (k) In addition to performing the reclamation work specified in the MARP, ASARCO will construct stormwater controls on the Mission Mine Complex and maintain them until mining and reclamation work is completed on the San Xavier Reservation and the Mission Mine Complex. ASARCO will pay for certain other miscellaneous costs associated with the reclamation, including 50% of the escrow manager's fees. (l) The Settlement will bind and inure to the benefit of the Parties' successors and assigns and it will also bind any purchaser of the Mission Mine. ASARCO will provide in its plan of reorganization that the Settlement is part of that reorganization plan and it will be a condition precedent to confirmation of any plan that the Settlement is assumed by any purchaser under that plan. The Non-ASARCO Parties will consent to the assumption and assignment of the Settlement, and all agreements related to any purchase, and will execute any and all consents or assignments necessary to effectuate the assumption and assignment. (m) The Non-ASARCO Parties have separately agreed that they will make good faith efforts to obtain signatures of allottees approving the terms of the Settlement. Ms. Ross says the Settlement eliminates the risks, uncertainties and delay that are inherent in any litigation. The Mission Mine Claims resolved by the Settlement are contingent and unliquidated. Estimation or any other litigated resolution is time-consuming and complex and could unduly delay ASARCO's Chapter 11 case, she adds. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors are currently asking the Court to extend their exclusive plan-filing period to June 10, 2008. (ASARCO Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASPEN INSURANCE: Promotes Affiliate's CEO Julian Cusack to COO -------------------------------------------------------------- Aspen Insurance Holdings Limited promoted Julian Cusack to the role of chief operating officer of the company. Mr. Cusack's new role will include responsibility for Aspen's Actuarial, Risk Management, Compliance and Legal departments. He will also continue as chairman and chief executive officer of Aspen Insurance Limited, roles he has held since November 2006 and June 2002. In addition, Mr. Cusack will continue to chair Aspen's Reserving Committee and maintain responsibility for certain special projects. The company also disclosed that Richard Houghton, chief financial officer, will assume additional responsibilities for operational oversight of Aspen's Human Resources, Information Technology and Insurance/Reinsurance Claims departments. Messrs. Cusack and Houghton will continue to report to Chris O'Kane, chief executive officer. The promotion of Mr. Cusack and the expansion of Mr. Houghton's role follow the decision by Stuart Sinclair, president and chief operating office of Aspen, to resign effective as of April 17, 2008, in order to pursue other business and personal opportunities. "I would like to congratulate [Mr. Cusack] on his appointment as chief operating officer," Mr. O'Kane commented. "He has been an instrumental figure in Aspen's development since the company's inception and we are delighted to be able to further access his business acumen. I am also pleased to expand Richard Houghton's role to take on additional operational responsibilities - all in disciplines where he has significant prior experience." "[Mr. Sinclair] has been highly effective in his role as an agent of change at Aspen," Mr. O'Kane added. "He has put in place the necessary infrastructure to support our expansion in Europe and reorganization in the United States with great success and I wish him all the very best in his future endeavours." "Both Messrs. Cusack and Houghton are highly capable individuals and the evolution of their responsibilities at Aspen is testament to the depth of our senior management team," Mr. Glyn Jones, chairman of Aspen, added. "I too would like to wish Stuart well and thank him for his contribution to Aspen." About Aspen Insurance Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings Limited (NYSE: AHL) -- http://www.aspen.bm/-- provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Bermuda, France, Ireland, the United States, the United Kingdom, and Switzerland. * * * Aspen Insurance Holdings Limited continues to carry Moody's Investors Services 'Ba1' preferred stock rating which was placed in December 2005. ATMOSPHERIC GLOW: Files Chapter 11 Bankruptcy Petition in Tennesee ------------------------------------------------------------------ Atmospheric Glow Technologies Inc. filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Eastern District of Tennessee on March 27, 2008. With this action, the company intends to restructure and preserve much value as possible for its shareholders and creditors. "Extensive efforts were undertaken to align business expenses with revenues, and we achieved break-even cash flow from operations over the past twelve months," Scott McDonald, AGT CEO, said. "Regrettably, these and other significant actions have not been sufficient to enable AGT to secure new funding given the company's substantial level of debt, negative equity and limited revenues, particularly within the confines of the challenged financial markets." The company expects operations to continue as usual during the reorganization process. Upon court approval, AGT will utilize cash flow from operations to meet day-to-day capital requirements and seeks to successfully emerge from bankruptcy protection within 90 days, at which point it would be better positioned to secure new funding and strategic business partnerships. As part of AGT's interim operating plan and to enable additional overhead cost reductions, Scott McDonald has resigned his paid CEO position and has accepted an uncompensated seat on AGT's board of directors vacated by outgoing director Steve Harb. All other board members and company management are retaining their current positions. About Atmospheric Glow Technologies Inc. Atmospheric Glow Technologies Inc. (OTC:AGWT) -- http://www.atmosphericglow.com/-- is a market driven science and engineering company focused on realizing the commercial potential of OAUGDP(R) technology, a proprietary method of creating plasma chemistry in air at atmospheric pressure. Management believes that OAUGDP(R) is an exciting breakthrough technology offering capabilities that other plasma technologies do not provide. ATMOSPHERIC GLOW: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Atmospheric Glow Technologies, Inc. ta AGWT 924 Corridor Park Boulevard Knoxville, TN 37932 Bankruptcy Case No.: 08-31320 Type of Business: The Debtor manufactures specialized high technology, garment production line stitching machines and related equipment. See http://www.atmosphericglow.com/ Chapter 11 Petition Date: March 27, 2008 Court: Eastern District of Tennessee (Knoxville) Debtor's Counsel: Thomas Lynn Tarpy, Esq. (ltarpy@htandc.com) Hagood Tarpy & Cox, PLLC Suite 2100, Riverview Tower 900 South Gay Street Knoxville, TN 37902-1537 Tel: (865) 525-7313 http://www.htandc.com/ Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sherry Len Turner Loan $692,208 1010 Reubuen's Court Greensboro, GA 30642 Murvul, L.P. Loan $331,078 1439 Aberdeen Drive Alcoa, TN 37701 Silo Co. Loan $220,719 Attn: Joe Baker 316 Nancy Lynn Lane Knoxville, TN 37919 Donald Bahouth Loan $116,868 Crabtree Ventures Loan $111,242 University of Tennessee Royalties $114,366 Research Foundation BrewCo, LLC Loan $108,535 Lane Schreeder Hays Loan $81,445 University of Tennessee Services $72,133 Bursar's Office Richard Wintenberg Loan $57,315 PMA Group, Inc. Note for lobbying $40,000 services Capital One Loan $39,801 Douglas Lesher Loan $31,541 Maxim Group, LLC financial consulting $26,114 Bank of America Loan $24,837 Pitts & Brittian, P.C. Legal services $13,175 Breslow & Walker, LLP Legal services $12,771 Sharon Draper Loan $12,056 Sujon Limited Loan $190,000 Suzanne South Loan $13,414 AVISTAR COMMS: To Reduce 25% of U.S. and European Workforce ----------------------------------------------------------- Avistar Communications Corporation disclosed decisive cost cutting measures. As part of this cost management program, the company will reduce its U.S. and European workforce by approximately 25%, largely by the end of first quarter 2008. In addition, Avistar is suspending the formation of its previously- announced China-based development capacity. This cost structure realignment is prompted in large part by Microsoft Corporation's recent challenge to all of Avistar's US patents through the US Patent and Trademark Office. Following extended in-depth licensing discussions, Microsoft moved to challenge all of Avistar's 29 US patents using the USPTO's re- examination process. "This single action against Avistar's complete U.S. patent portfolio represents over 5% of the entire 2007 third-party re-examination challenges at the USPTO,"