T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 11, 2008, Vol. 12, No. 86 Headlines 1ST NATIONAL: Case Summary & 10 Largest Unsecured Creditors AEOLUS PHARMA: Obtains Additional Credit Line of $130,000 from UBS AFFINITY GROUP: Pressured Liquidity Cues Moody's Rating Cuts to B3 ALERIS INT'L: Winds Down Tennessee's Specification Alloys Facility ALOHA AIRLINES: Court Approves Asset Sale Bidding Procedure ALTRA INDUSTRIAL: Moody's Raises Ratings to 'B1' From 'B2' AMERICAN ACHIEVEMENT: Has $172.6 Million Equity Deficit at Feb. 23 AMR CORP: Cancels 570 Flights Today as Aircraft Inspections Resume AMERICAN AXLE: New UAW Contract is Still Not Market Competitive AMERICAN AXLE: Union Workers and Supporters to Rally on April 18 AMERICAN AXLE: Strike Could Affect Plastech Operations, Paper Says AMERICAN HOME: Responds to WARN Act Violations Suit by Ex-Workers AMPEX CORP: Files Disclosure Statement in New York BALLYROCK ABS: Five Classes of Notes Get Moody's Rating Downgrades BAYBERRY FUNDING: Moody's Reviews 'Ba1' Rating For Possible Cut BCE Inc: Buyout by Investor Group Obtains Industry Minister's Nod BIG BEAR: Case Summary & 19 Largest Unsecured Creditors BLAST ENERGY: Emerges From Chapter 11 Protection, Plan Effective BLB MANAGEMENT: Moody's Lifts Probability of Default Rating to Ca DRESSER-RAND GROUP: Solid Performance Cues S&P's Rating Upgrades CBA COMMERCIAL: S&P Downgrades Ratings on 21 Classes of Certs. C-BASS: Fitch Downgrades Ratings on $292.29 Million Certificates CDC MORTGAGE: Moody's Lowers 17 Tranches' Ratings From Three Deals CHENIERE ENERGY: Board Elects Jerry Smith Chief Accounting Officer CLEAR CHANNEL: Extends Tender Offers Expiration for Senior Notes CP SHIPS: Court to Hold $1.3 Mil. Settlement Hearing on June 11 CREATIVE NEIGHBORS: Voluntary Chapter 11 Case Summary CREDIT AND REPACKED: Moody's Cuts Rating on Tranche Notes to 'Ba1' CREDIT BASED: Fitch Cuts Rating to B from BB on Class B-4 Certs. DELPHI CORP: Moody's Withdraws Low-B Prospective Debt Ratings DELTA LIFE: A.M. Best Cuts Financial Strength Rating to B-(Fair) DISTRIBUTED ENERGY: Appoints UHY LLP as New Independent Auditors DMG TRADING: Case Summary & 20 Largest Unsecured Creditors DORMITORY AUTHORITY: Fitch Holds 'BB+' Rating on $264 Mil. Bonds EMAGIN CORP: Completes $1.7 Million Offering of Stocks & Warrants ENDURANCE BUSINESS: S&P Assigns 'B' Rating on Negative CreditWatch ENERGY TRANSFER: Fitch Holds Low-B Ratings with Stable Outlook ENLIVEN MARKETING: Has Until Sept. 29 to Comply with Nasdaq Rules FEDERAL-MOGUL: Committee's Special Counsel Seeks $4.1 Mil. Payment FIELDSTONE MORTGAGE: Wants Plan-Filing Period Extended to Sept. 18 FIELDSTONE MORTGAGE: Wants Glass Jacobson as Accountants FIELDSTONE MORTGAGE: Fitch Chips Ratings on $385.6MM Certificates FIRST MARBLEHEAD: To Skip Goldman Sachs' $1BB Warehouse Facility FRONTIER DRILLING: Moody's Reviews 'B3' Ratings For Likely Cuts GALLERIA CBO V: Eroding Credit Quality Cues Moody's Rating Reviews GALLERIA CBO: Moody's Reviews 'B3' Ratings for Likely Downgrades GENERAL MOTORS: Workers at 3 Michigan Plants Threaten Rally GMAC LLC: Plans to Declare 100% Dividend to Common Equity Holders GOLF TRUST: Obtains $2MM Escrowed Funds from Innisbrook Asset Sale HAMMOND'S CROSSING: Case Summary & Two Largest Unsecured Creditors HERCULES INC: S&P Upgrades Ratings to 'BB+' on Improved Profile HOMEBANC MORTGAGE: Wants Until May 7 To File Chapter 11 Plan HOOP HOLDINGS: Local Tax Entities Protest $35 Mil. DIP Financing IMMUNICON CORP: Explores Strategic Alternatives w/ Stifel Nicolaus INTELSAT LTD: Affiliate Launches Change of Control Offer for Notes IPCS INC: Board Appoints James Ingold as Chief Accounting Officer ISABELLA FIORE: Selling Assets to Fashion Accessory for $7.4 Mil. JOANNE'S BED: To Sell Biz to Healthy Back, Files Chapter 11 JOMAR BUILDING: Case Summary & 20 Largest Unsecured Creditors JORDAN/ZALAZNICK CBO: S&P Withdraws Ratings on Class B and C Notes KENDALL HOSPITALITY: Voluntary Chapter 11 Case Summary KRISPY KREME: Lenders Approve Modifications in Credit Facilities L TERSIGNI: Examiner Says Overbilling Could Reach $10 Million LEVI STRAUSS: February 24 Balance Sheet Upside-Down by $318.87MM LINENS 'N THINGS: Liquidity Concerns Cues Fitch to Chip Ratings LOUISIANA RIVERBOAT: Gets Okay to Hire Heller Draper as Counsel M FABRIKANT: Court Denies Lenders Plea to Deny Confirmation MAGNOLIA FINANCE II: Moody's Reviews 'Ba3' Rating on 2005-4 Notes MANCHESTER INC: Wants Winston & Strawn as Bankruptcy Counsel MANCHESTER INC: Committee Wants Powell Goldstein as Counsel MAXXAM INC: Court of Appeals Upholds Judge Hughes' Ruling vs. FDIC MBH INVESTMENTS: Voluntary Chapter 11 Case Summary MEGA BRAND: Moody's Chips Ratings After Release of 2007 Results METROPOLITAN MORTGAGE: Agrees to Sell Western United for $52 Mil. MI ATHLETIC ASSOC: Slapped $7.4 in Legal Fees, Mulls Bankruptcy MILLBROOK 2006-4: Poor Credit Quality Prompts Moody's Rating Cuts MOORE ROAD: Voluntary Chapter 11 Case Summary MORTGAGE GROUP: Case Summary & 22 Largest Unsecured Creditors MOVIDA COMMS: Wants Court Nod to Wind Down Business MS LLC: Case Summary & Three Largest Unsecured Creditors NATIONAL CITY: Nova Scotia Joins List of Potential Buyers NORTHWOOD PROPERTIES: Selling 42 Senior Living Condominium Units PACER HEALTH: Inks $5,786,017 Securities Purchase with YA Global PAMPELONNE II: Classes of Notes Acquire Moody's Junk Ratings PAMPELONNE MEZZ: Moody's Junks Ratings on Seven Classes of Notes PARCS-R 2007-8: Moody's Junks Ratings on $25 Mil. Notes From 'Ba2' PLASTECH ENGINEERED: Could Be Affected by Axle Strike, Paper Says PLASTECH ENGINEERED: Court Approves Claim Waiver re DIP Financing PLASTECH ENGINEERED: Wants Chrysler to Include Defendants in Suit PLETTENBERG BAY: Moody's Junks Ratings on Five Classes of Notes PRESS REALTY: Voluntary Chapter 11 Case Summary RADIAN GROUP: Inks Waiver Agreement to Suspend Covenant Ratings RAMP TRUSTS: Moody's Lowers Ratings on 156 Tranches From 20 Deals RASC TRUSTS: Moody's Cuts Ratings of Tranches From 33 RMBS Deals RENAISSANCE MORTGAGE: Fitch Downgrades $36.8MM Certificates R&G FINANCIAL: Receives Regulatory OK for April Dividend Payments RFC CDO: Moody's Reviews 'Ba1' Rating on Class D For Possible Cut RICHFX INC: Obtains Court Approval on Asset Sale Procedures RIVERSIDE PARK: S&P Attaches 'BB' Initial Rating on Class D Notes SAINT VINCENT: Court Expunges Cargill and Fair Harbor Claims SANCON RESOURCES: Kabani & Company Raises Substantial Doubt SASCO 2003-BC2: $168,460 Losses Cues S&P's 'D' Rating on Class B1 SCOTTISH RE: Inks LOI to Recapture Business Ceded to Ballantyne Re SCOTTISH RE: Explores Sale of North America Life Reinsurance Biz SCRANTON-LACKAWANNA HEALTH: S&P Gives Negative Outlook on Bonds SEA CONTAINER: Gets Court's Nod to Enter Charter Termination Pacts SEA CONTAINERS: Contrarian, et al. Wants March 5 Subpoenas Quashed SECURITY CAPITAL: Fitch Take Rating Actions on XLCA Insured Bonds SENSUS METERING: Weak Liquidity Cues S&P's Neg. Watch on B+ Rating SIRVA INC: Files Supplements to Chapter 11 Plan SOLSTICE ABS: Two Classes of 2038 Notes Get Moody's Junk Ratings SOMERSET INT'L: WithumSmith+Brown Raises Substantial Doubt SOUTH STREET: S&P Withdraws AAA Rating; Keeps Three Junk Ratings SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 26 Cert. Classes SPIRIT AEROSYSTEMS: S&P Ratings Unmoved by Revised Boeing Contract SS&C TECHNOLOGIES: S&P Upgrades Rating to 'B+' on Improved Metrics STATIC RESIDENTIAL: Moody's Downgrades Ratings on Eight Classes STATIC RESIDENTIAL: Moody's Cuts Rating on $475MM Notes From 'Ba1' STATIC RESIDENTIAL 2005-C: Moody's Reviews Rating on Class E Notes STATIC RESIDENTIAL 2006-A: Moody's Cuts Ratings on Seven Classes STONE MOUNTAIN: Voluntary Chapter 11 Case Summary SUNCOM WIRELESS: Moody's Raises Rating to 'B2' on T-Mobile Merger TABS 2005-4: Three Classes of 2045 Notes Get Moody's Junk Ratings TABS 2007-7: Moody's Junks Rating on $1.31 Bil. Notes From 'B3' TAPESTRY PHARMA: Form 10K Filing Delay Cues Nasdaq Delisting TAPESTRY PHARMA: Provides Operations Update; Sells ChomaDex Shares TAPESTRY PHARMA: Inks TPI 287 Exclusive License Pact with Archer TEEVEE TOONS: Creditors Panel Taps Sonnenschein Nath as Counsel TOURO COLLEGE: Moody's Withdraws 'Ba1' Ratings on 1999A Bonds TERWIN MORTGAGE: S&P Rating on Class B-2 Tumbles to 'D' From 'CCC' TERWIN MORTGAGE: Fitch Junks Ratings on Six Certificate Classes TOURMALINE CDO: Moody's Junks Rating on $32 Mil. Notes From 'A2' TROPICANA ENT: Moody's Slashes Probability of Default Rating to Ca UNICO INC: Issues New Convertible Debenture to Moore Investment UNITED HERITAGE: Engages Hein and Associates LLP as New Auditors UNIVISION COMMS: Fitch Affirms 'CCC+' Rating on Sr. Unsecured Debt VCA ANTECH: Moody's Holds Ba3 Rating; Changes Outlook to Positive VERIDIEN CORP: Board Accepts Resignation of Kenneth Cancellara VERTIS INC: Will Forgo Interest Payment on Second Lien Notes VERTIS INC: S&P Rating on 9.75% Senior Notes Tumbles to 'D' From C VICORP RESTAURANTS: Obtains Limited Access to Cash Collateral VICORP RESTAURANTS: Seeks to Hire Reed Smith as Bankruptcy Counsel VICORP RESTAURANTS: Wants Wells Fargo Trumbull as Claims Agent VICORP RESTAURANTS: Sec. 341(a) Creditors Meeting Set for May 2 VIDEOTRON LTEE: Moody's Puts 'Ba2' Rating on $350 Mil. Sr. Notes VAXGEN INC: To Cut 75% of Workforce Including CFO Matthew Pfeffer VITAL LIVING: Engages Moore & Associates as New Auditors WASHINGTON MUTUAL: Moody's Gives Stable Outlook on $1.5BB Equity WELLMAN INC: Gets Final OK to Use Deutsche Bank's Cash Collateral WELLMAN INC: Gets Final Court Nod to Obtain $225MM DIP Financing WELLMAN INC: Court Approves Edwards Angell as Conflicts Counsel WELLMAN INC: Wants Conway Del Genio as Restructuring Advisor WESTERN RADIOSONIC: Case Summary & 23 Largest Unsecured Creditors WESTMORELAND COAL: Names Kevin Paprzycki as Chief Finc'l. Officer WILLIAMSON CONSTRUCTION: Case Summary & 32 Unsecured Creditors WINDSWEPT ENVIRONMENTAL: Monthly Payments on Laurus Note Deferred WJ LANG: Court Dismisses Case Over "Accidental" Filing by Counsel WORNICK CO: Gets Interim OK to Employ Dinsmore & Shohl as Counsel WORNICK COMPANY: Section 341(a) Meeting Scheduled on April 17 WORNICK CO: Can Hire Kroll Zolfo as Special Financial Advisors WR GRACE: Will Keep Medical Program to Support Asbestos Victims W.R. GRACE: Wants Court's Approval to Appoint Welsh as Mediator ZIFF DAVIS: Committee Objects to Payment of Critical Vendor Claims ZIFF DAVIS: Adjourns Hearing on Management Incentive Program ZIFF DAVIS: Allowed to Hire Winston & Strawn as Counsel ZIFF DAVIS: Can Assume 80 Executory Contracts with Freelancers ZIFF DAVIS: Can Hire Alvarez & Marsal as Restructuring Advisor * Fitch Performs Vintage Analysis on 2000 and 2001 US CMBS * Moody's Reports Continued Rise in Credit Card Charge-off Rates * Moody's Says U.S. Commercial Real Estate Largely Stable * S&P Downgrades 31 Tranches' Ratings From Eight Cash Flows & CDOs * S&P Says North American Chemicals Sector Faces Tougher Market * S&P Reports Possible Negative Outlook on Commercial Lines * Utah's Bankruptcy Filings Increases 44% in First Quarter of 2008 * Ex-Senior Execs. Form CrawfordSpalding Advisory & Mgt. Services * BOOK REVIEW: Investing in Junk Bonds: Inside the High Yield Debt Market ********* 1ST NATIONAL: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 1st National Reserve Ltd. 120 Shakespeare Beaumont, TX 77706 Bankruptcy Case No.: 08-10191 Type of Business: Commodity Broker Chapter 11 Petition Date: April 3, 2008 Court: Eastern District of Texas (Beaumont) Judge: Bill Parker Debtor's Counsel: J. Craig Cowgill, Esq. J. Craig Cowgill & Associates, P.C. 2211 Norfolk, Suite 1190 Houston, TX 77024 Tel: (713) 956-0254 Fax: (713) 956-6284 jccowgill@cowgillholmes.com Total Assets: $4,000,001 Total Debts: $2,314,305 Debtor's list of its 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Americom LP $6,670 5390 Washington Boulevard Beaumont, TX 77707 Monroe $6,525 98129826 P.O. Box 3134 Beaumont, TX 77704-3134 First Fidelity Reserve $5,759 130 Shakespeare Beaumont, TX 77706 Richard Rosas $2,285 Safe T-Mailer $1,066 Becker Printing $687 Office Depot $581 Entire Capital $292 Iron Mountain $220 Americommerce $100 AEOLUS PHARMA: Obtains Additional Credit Line of $130,000 from UBS ------------------------------------------------------------------ Aeolus Pharmaceuticals on Tuesday entered into an amended credit agreement with UBS Financial Services for an additional line of credit of $130,000. The company also drew the additional $130,000 under the amended agreement on the same day. As reported in the Troubled Company Reporter on April 8, 2008, Aeolus Pharmaceuticals Inc. entered into a secured credit agreement in the amount of up to $230,000 with UBS Financial Services Inc. As previously reported, the agreement bears interest at the per annum rate of LIBOR plus 0.25 percent. Availability of the line of credit is subject to the company's compliance with certain financial and other covenants. Borrowings under the agreement are secured by the company's investments held by UBS. The proceeds of the agreement will be used to provide working capital for the company and its subsidiaries. About Aeolus Pharmaceuticals Aeolus Pharmaceuticals, Inc. (OTC BB: AOLS.OB) -- http://www.aeoluspharma.com/-- is developing a variety of therapeutic agents based on its proprietary small molecule catalytic antioxidants, with AEOL 10150 being the first to enter human clinical evaluation. At Dec. 31, 2007, the company's consolidated balance sheet showed $1,293,000 in total assets, $606,000 in total liabilities, and $687,000 in total stockholders' equity. Going Concern Disclaimer Haskell & White LLP, in Irvine, Calif., expressed substantial doubt about Aeolus Pharmaceuticals Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Sept. 30, 2007, and 2006. The auditing firm reported that the company has suffered recurring losses, negative cash flows from operations and does not currently possess sufficient working capital to fund its operations throughout the next fiscal year. AFFINITY GROUP: Pressured Liquidity Cues Moody's Rating Cuts to B3 ------------------------------------------------------------------ Moody's Investors Service downgraded Affinity Group Holding, Inc.'s Corporate Family rating to B3, while at the same time assigning a "weak" SGL-4 liquidity rating. The rating downgrades are prompted by Moody's heightened concern regarding Affinity Group's pressured liquidity (exacerbated by the June 2009 maturity of its senior secured credit facilities) and its reliance upon the recreation vehicle sector, which continues to suffer from weak market conditions and high fuel costs. The negative outlook reflects Moody's concern that Affinity Group may be unable to successfully conclude a refinancing of its senior secured credit facilities on acceptable terms and conditions. Moody's notes that failure to refinance the senior secured credit facilities prior to June 30, 2008, would likely cause the company to report approximately $129 million of term loan debt as a current liability, placing further pressure on its reported credit metrics. Details of the rating actions are: Ratings downgraded: Affinity Group Holding, Inc. -- Corporate Family rating: to B3 from B2 -- PDR: to B3 from B2 -- $110 million 10.875% senior notes due 2012: to Caa2 (LGD5, 89%) from Caa1 (LGD5, 89%) Affinity Group, Inc. -- $35 million senior secured revolving credit facility due 2009: to Ba3 (LGD2, 17%) from Ba2 (LGD2, 15%) -- $129 million senior secured term loan, due 2009: to Ba3 (LGD2, 17%) from Ba2 (LGD2, 15%) -- $152.4 million 9.0% senior subordinated notes due 2012: to Caa1 (LGD4, 60%) from B3 (LGD4, 59%) Rating assigned: -- Speculative Grade Liquidity rating: SGL 4 The rating outlook is negative. The B3 CFR reflects Affinity Group's high leverage, declining same-store retail sales, decreasing market sales of mobile homes, increasing gas prices, softening vendor spending on advertising targeted towards the RV enthusiast and outdoor market, and questionable recovery prospects for debtholders in a downside scenario. The rating is supported by Affinity Group's leading position as a provider of membership services (affinity clubs), its loyal customer base (reflected by the high renewal rates) and management's decision to reduce cash burn by pulling back on new retail store openings and capex during the first half of 2008. The SGL-4 liquidity rating incorporates Moody's view that Affinity Group will not generate sufficient free cash flow (nor does it maintain sufficient committed external and alternative sources of capital) during the next twelve months to repay its term loan at maturity in June 2009, and the SGL methodology would not assume a refinancing of existing credit facilities when they come due. Moody's notes that the potential inclusion of "going-concern" language in the company's audited financial statements at the next year-end could result in an event of default and an acceleration of payment according to the covenants of its senior secured loan agreement. The company does own a portfolio of divisible properties, which could potentially be sold to provide liquidity, subject to compliance with the terms of its debt agreements. In 2007, the company entered into an agreement with a related company (FreedomRoads Holding Company, LLC) to sell the stock of its wholly-owned subsidiary, Camping World, Inc. for approximately $176 million. The sale was not concluded, largely because of uncertain capital market conditions. There can be no assurance that capital market conditions will improve sufficiently for the company and Freedom Roads to execute a new agreement. Affinity Group Holding, Inc., is a large member-based direct marketing company, targeting North American recreational vehicle owners and outdoor enthusiasts. The company reported net revenue of $562 million for the fiscal year ended Dec. 31, 2007. ALERIS INT'L: Winds Down Tennessee's Specification Alloys Facility ------------------------------------------------------------------ Aleris International Inc. will be permanently closing its Shelbyville, Tennessee specification alloys facility. Production will be phased-out, and the site is expected to be permanently closed by the end of the second quarter of 2008. The plant has approximately 70 employees. Production will be transferred to other Aleris facilities, and Aleris will provide the same high quality products and services that customers expect from its other locations. 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. ALOHA AIRLINES: Court Approves Asset Sale Bidding Procedure ----------------------------------------------------------- The Hon. Lloyd King of the United States Bankruptcy Court for the District of Hawaii approved Aloha Airlines Inc. and its debtor- affiliates' proposed bidding procedures for sale of air cargo business. The Debtors entered into an asset purchase agreement dated March 31, 2008, with Saltchuk Resources Inc., wherein Saltchuk may obtain substantially all of the Debtors' assets relating to the Debtors' air cargo business. To determine the best and highest offer, all qualified bidders are required to submit their bid along with a deposit of 5% of the proposed purchase price by April 18, 2008, at 12:00 p.m., (Hawaii Time). An auction will follow on April 21, 2008, at 10:00 a.m. PST. During the auction, bids will be made in increments of at least $100,000 in cash. The Debtors agree to pay a $400,000 break-up fee to Saltchuk, if outbid by another party, according to papers filed with the Court. A sale hearing is set on April 24, 2008, to consider approval of the Debtors' request. Objections, if any, are due April 21, 2008, at 4:00 p.m., (Hawaii Time). As reported in the Troubled Company Reporter on April 8, 2008, The Aloha Pilots Master Executive Council of the Air Line Pilots Association International continued its efforts to help find buyers for Aloha Airline Inc.'s operations and support Hawaii's transportation and cargo needs by making a new proposal to assist with continuing operations. 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. ALTRA INDUSTRIAL: Moody's Raises Ratings to 'B1' From 'B2' ---------------------------------------------------------- Moody's Investors Service upgraded Altra Industrial Motion Inc.'s corporate family rating and senior secured notes rating to B1 from B2. It also upgraded the senior unsecured notes rating to B3 from Caa1 and affirmed the SGL-2 speculative grade liquidity rating. The outlook is stable. The rating action reflects the significant improvement of Altra's operating performance and financial metrics in 2007 and Moody's expectation of a continuously robust financial profile in the near term. Moody's recognized Altra's solid 2007 operating performance, illustrated by good organic growth and margins improvement, as well as the enhancement of debt protection measures, including a debt EBITDA ratio well below 4 times and FCF debt near 10%, which solidly position the company in the B1 rating category. While the rating agency expects a weakening of the US macro-economic backdrop and the end-market demand, which could have an adverse impact on Altra's cyclical operations, it does not believe that the company's financial profile will materially deteriorate. The company is expected to focus on debt reduction and liquidity should remain healthy with the support of healthy cash balances, positive free cash flow and full availability under its revolving credit facility. The stable outlook reflects Moody's expectation that Altra's financial condition will remain sound for the rating category despite more challenging market conditions. The ratings could be however pressured by significant debt-funded acquisitions or cash distributions to shareholders such that total debt EBITDA would approach 5 times. Ratings upgraded: -- Corporate Family Rating to B1 -- Probability of Default Rating to B1 -- Rating of 9% Senior Secured Notes due 2011 to B1 (LGD assessment revised to LGD4/53% from LGD3/47%) -- Rating of 11.25% Senior Unsecured Notes due 2013 to B3 (LGD assessment revised to LGD6/94% from LGD6/91%) Rating affirmed: SGL-2 Speculative Grade Liquidity Rating Headquartered in Quincy, Massachusetts, Altra is a manufacturer of mechanical power transmission products with net revenues of approximately $584 million in fiscal 2007. AMERICAN ACHIEVEMENT: Has $172.6 Million Equity Deficit at Feb. 23 ------------------------------------------------------------------ American Achievement Group Holding Corp.'s consolidated balance sheet at Feb. 23, 2008, showed $490.9 million in total assets and $663.5 million in total liabilities, resulting in a $172.6 million total stockholders' deficit. American Achievement Group Holding Corp. reported a net loss of $10.3 million on net sales of $60.6 million for the second quarter ended Feb. 23, 2008, compared with a net loss of $6.6 million on net sales of $57.1 million for the same period ended Feb. 24, 2007. Net sales of class rings increased $1.9 million to $32.9 million for the three months ended Feb. 23, 2008, from $31.0 million for the three months ended Feb. 24, 2007. Net sales of yearbooks decreased $300,000 to $2.3 million for the three months ended Feb. 23, 2008, from $2.6 million for the three months ended Feb. 24, 2007. Net sales of graduation products increased $200,000 to $15.5 million for the three months ended Feb. 23, 2008, from $15.3 million for the three months ended Feb. 24, 2007. Net sales - Other increased $1.8 million to $10.0 million for the three months ended Feb. 23, 2008, from $8.2 million for the three months ended Feb. 24, 2007. The increase in net sales - Other was primarily related to the acquisition of Powers Embroidery Inc. in April 2007 and an increase in the sale of commercial and fine books, partially offset by a decrease in sales of recognition and affinity rings partially due to timing of licensing revenue between the first two quarters of 2007. Operating income was $2.0 million, or 3.3% of net sales, for the three months ended Feb. 23, 2008, as compared with operating income of $5.3 million, or 9.2% of net sales, for the three months ended Feb. 24, 2007. Net interest expense was $16.0 million for the three months ended Feb. 23, 2008, and $14.4 million for the three months ended Feb. 24, 2007. The average debt outstanding for the three months ended Feb. 23, 2008, and the three months ended Feb. 24, 2007, was $555 million and $535 million, respectively. The weighted average interest rate on debt outstanding for the three months ended Feb. 23, 2008, and the three months ended Feb. 24, 2007, was 10.6% and 9.9%, respectively. For the three months ended Feb. 23, 2008, and the three months ended Feb. 24, 2007, the company recorded an income tax benefit of $3.7 million and $3.1 million, respectively, which represents an effective tax rate of 26% and 34%, respectively. Loss from discontinued operations before income taxes during the three months ended Feb. 23, 2008, and Feb. 24, 2007, was $38,000 and and $986,000. Capital Resources On Feb. 23, 2008, the company had total indebtedness of $551.1 million, of which $188.8 million was senior PIK notes, $123.9 million was 10.25% senior discount notes, $150.0 million was 8.25% senior subordinated notes, $80.9 million was indebtedness under the existing senior secured credit facility and $7.5 million was the company's mandatory redeemable series A preferred stock. The company also has up to $38.2 million in available revolving loan borrowings under its senior secured credit facility. Full-text copies of the company's consolidated financial statements for the quarter ended Feb. 23, 2008, are available for free at http://researcharchives.com/t/s?2a66 About American Achievement Group Holding Based in Austin, Tex., American Achievement Group Holding Corp. is the indirect parent company of American Achievement Corp. American Achievement manufactures and supplies class rings, yearbooks and other graduation-related scholastic products for the high school and college markets and of recognition products, such as letter jackets, and affinity jewelry designed to commemorate significant events, achievements and affiliations. The company markets its products and services primarily in the United States and operates in four reporting segments: class rings, yearbooks, graduation products and other. AMR CORP: Cancels 570 Flights Today as Aircraft Inspections Resume ------------------------------------------------------------------ AMR Corp. principal subsidiary American Airlines Inc. canceled approximately 570 flights today, April 11, 2008, as it works to complete the inspections of its MD-80 fleet. The airline continues efforts to re-accommodate customers affected by this week's activity. As of Thursday afternoon, 132 MD-80 aircraft were returned to service. Inspections will continue overnight, with approximately 170 MD-80s expected to be available for service on Friday morning. As reported in yesterday's Troubled Company Reporter, American Airlines canceled more than 900 flights on Thursday. As of Wednesday afternoon, * 179 MD-80 aircraft were completely inspected; * 60 of the 179 MD-80s were returned to service; * 119 of the 179 MD-80s were still undergoing work; * 121 MD-80s remain to be inspected. On Wednesday, American officially canceled 1,094 flights, in addition to the 460 canceled on Tuesday. "We apologize for the inconvenience this has caused our customers," Gerard Arpey, Chairman and CEO of American Airlines, said. "American will do whatever it takes to assist those affected by these flight changes and our employees are working hard to ensure that we remain their choice for air travel. This includes compensating those inconvenienced customers who stayed overnight in a location away from their final destination." "We continue to inspect every airplane to ensure we are in total agreement with the specifications of the directive," Mr. Arpey said. "We will get back to a full schedule as quickly as possible." These inspections were conducted to ensure compliance with a Federal Aviation Administration directive related to the bundling of wires in the aircraft's wheel well of the MD-80 aircraft. These inspections -- based on FAA audits -- are related to detailed, technical compliance issues and not safety-of-flight issues. American also plans to contract with an independent third party to review American's processes for compliance with all future FAA airworthiness directives. This work will ensure that all procedures strictly adhere to the technical elements of every directive so American can avoid this type of schedule disruption in the future. Customers who were scheduled on a flight that was canceled may request a full refund or apply the value of their ticket toward future travel on American Airlines. Additionally, customers scheduled to travel on any MD-80 flight April 8-13, even if their flight has not been canceled, may rebook without a change fee to any AA flight with availability in the same cabin as long as their travel begins by April 17. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * As reported in the Troubled Company Reporter on Nov. 30, 2007, following the announcement by AMR Corp. that it intends to divest its American Eagle Holding Corp. subsidiary in 2008, Fitch expects no near-term impact on the debt ratings of AMR and its principal operating subsidiary, American Airlines Inc. Fitch affirmed both entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while revising the Rating Outlook for AMR to Positive. AMERICAN AXLE: New UAW Contract is Still Not Market Competitive --------------------------------------------------------------- Negotiations between American Axle & Manufacturing Holdings Inc. and United Auto Workers union representatives will continue despite the rejection of new UAW proposal by Axle, Reuters reports. Axle admits the new contract was better, but the total cost was still roughly 200% above the market rate for Axle's competitors in the U.S. auto parts industry. Reuters says negotiators came back to the bargaining table offering a new contract on Wednesday. As reported in the Troubled Company Reporter on March 31, 2008, Axle's Chief Executive Officer Richard Dauch berated the UAW for the work stoppage that has caused a chain reaction in the U.S. auto industry. 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. Dauch added that Axle will not be forced into bankruptcy. 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. 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 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 April 4, 2008, Moody's Investors Service placed American Axle & Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under review for downgrade. 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 AXLE: Union Workers and Supporters to Rally on April 18 ---------------------------------------------------------------- United Auto Workers union members and supporters will rally at 11:30 a.m. on April 18, 2008, at Detroit's Hart Plaza to support striking workers at American Axle & Manufacturing Holdings Inc. More than 3,500 UAW members from UAW Locals 235, 262 and 2093 in Michigan and UAW Locals 424 and 826 in New York have been on strike since Feb. 26 to protest unfair labor practices. "The support our members have received during this strike is overwhelming," UAW President Ron Gettelfinger said. "We've heard from members of the clergy, from local businesses, from community leaders -- and of course from UAW members and the entire labor movement." "Our rally on April 18th will be a great time to show solidarity with American Axle strikers, and to demonstrate support for keeping manufacturing jobs here in the United States," Mr. Gettelfinger said. "Even business publications like the Automotive News can't understand how American Axle can justify giving pay raises to executives while demanding pay cuts from workers," UAW Vice President James Settles Jr., who directs the union's American Axle Department, said. "In addition to their unjustified economic demands," Mr. Settles said, "AAM has refused to provide us the information we need for bargaining, and has illegally cut off disability payments and health care for injured workers, as well as compensation -- including health care -- for laid off workers. That's why this is an unfair labor practices strike." "Our members at American Axle are standing up for what's right -- and we're inviting our entire community to stand with us on April 18th at Hart Plaza." 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. 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 April 4, 2008, Moody's Investors Service placed American Axle & Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under review for downgrade. 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 AXLE: Strike Could Affect Plastech Operations, Paper Says ----------------------------------------------------------------- According to the Holland Sentinel, the strike by American Axle and Manufacturing Holdings Inc. workers could affect Plastech Engineered Products, Inc. and its debtor-affiliates. As widely reported, The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, which represents American Axle's employees, has called for a strike and mass picket against Axle at its Detroit, Michigan, headquarters. The strike, which has been ongoing for more than five weeks, has forced General Motors Corp., one of Plastech's key customers, to idle or ramp down production at 30 of its plants that make large trucks and sports utility vehicles. Union officials say the company may soon have to bring down lines in Kansas City, Kan., and Orion Township near Detroit that make the Chevy Malibu, the Holland Sentinel reported. Plastech runs Johnson Controls, Inc.' Southview plant in Holland, Michigan, and has 30 employees who make the floor consoles for the Malibu. If the Malibu production is interrupted, so too would the production of the interior parts for the vehicle, according to the same report. The strike, which involved 3,650 workers, started due to American Axle's withholding of data regarding pensions, health care and profit sharing. The company has also sought to cut wages and benefits by half, according to the Detroit Free Press. About Plastech Engineered Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. (Plastech Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000) 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 April 4, 2008, Moody's Investors Service placed American Axle & Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under review for downgrade. 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 HOME: Responds to WARN Act Violations Suit by Ex-Workers ----------------------------------------------------------------- American Home Mortgage Investment Corp. and its debtor-affiliates tell the U.S. Bankruptcy Court for the District of Delaware that an amended complaint filed by Kathy S. Koch, Jarrett Perry, Gina Pulliam, Michael S. Surowiec, Kathleen Wielgus, and Patricia Williams fails to state a claim, upon which relief can be granted. They note that the Plaintiffs have failed to mitigate damages. As reported by the Troubled Company Reporter on March 25, 2008, the plaintiffs, on their own behalf and on behalf of all other former employees of American Home Mortgage Investment Corp. and its debtor-affiliates, revised their complaint to indicate additional or amended requests: (a) The Former Employees ask the Court to provide them with an administrative priority claim, pursuant to Section 503(b)(a)(A) of the Bankruptcy Code, in favor of each of the Former Employees and the Class Members equal to the sum of unpaid wages, salary, commissions, bonuses, accrued holiday pay, accrued vacation pay, pension and 401(k) contributions and other ERISA benefits, for 60 days that would have been covered and paid under applicable employee benefit plans; (b) Alternatively, the Former Employees ask the Court to determine that the first $10,950 of their claims pursuant to the Workers Adjustment and Restraining Notification Act is entitled to priority status, under Section 507(a)(4), and the remainder is entitled a general unsecured claim status; and (c) The Former Employees ask the Court to allow them an administrative priority claim under Section 503 for reasonable attorneys' fees and costs incurred in prosecuting the Adversary Proceeding. The Debtors argue that they were excused from giving notice under the unforeseeable business circumstances and faltering company exceptions of the Worker Adjustment and Retraining Notification Act. They contend that they acted at all times in good faith, and had reasonable grounds that their actions were in compliance with the law. To the extent that any of the Plaintiffs are entitled to recover sums from the Debtors, then the Debtors are entitled to set-off and recoup against those amounts previously paid to the Plaintiffs, including any voluntary or unconditional payments to Plaintiffs not required by legal obligation, the Debtors assert. The Debtors contend that they were not an employer or business enterprise under the WARN Act at the time the alleged violations occurred. Hence, they ask the Court to dismiss the Amended Complaint, and award them attorneys' fees with interest and costs. Moreover, the Debtors reserve the right to assert and rely on other applicable affirmative defenses as may later become available or apparent. They further reserve the right to amend their answer and affirmative defenses. Plaintiffs Seek to File 3rd Amended Complaint The Plaintiffs ask the Court for leave to file a third amended complaint, which would simply add a claim under the California counterpart to the WARN Act with respect to the Debtors' employees in California. They also seek the Court's permission to amend the Class Notice. If the amendment is permitted, the Plaintiffs' claim under the California WARN Act will need to be reflected and updated in the Class Notice previously approved by the Court, says James E. Huggett, Esq., at Margolis Edelstein, in Wilmington, Delaware. Mr. Huggett relates that soon after the discovery was made concerning plaintiff and facility in Texas, the Plaintiffs discovered that they had not included a claim under the CA WARN Act. He informs the Court that the Plaintiffs' proposed claim under the CA WARN Act is very similar to the federal WARN Act claim. He notes that the proposed CA WARN claim will affect 170 members of a class of 2,318 former employees. The Debtors disagree to the proposed amendment, while the Official Committee of Unsecured Creditors did not respond to Plaintiffs' request to amend, he continues. The Debtors will not be prejudiced by the amendment because no additional discovery, or deadline extension will be necessary to cater the amendment, Mr. Huggett argues. He assures Judge Sontchi that the Plaintiffs' previous discovery requests were broad enough to encompass information relevant to the CA WARN claim. The Adversary Proceeding is still in the early stages and discovery will not conclude for another four months, Mr. Huggett says. He adds that the Class Notice has not been sent to class members. Therefore, he notes, there is clearly no undue delay on the part of the Plaintiffs in seeking to amend its Complaint, and the Debtors will not be prejudiced by the amendments. * * * Judge Christopher S. Sontchi certified the class consisting of (i) all employees of the Debtors who were terminated without cause or within 30 days of August 3, 2007, at one of the Debtors' Affected Facilities; or (ii) any employee who was terminated without cause and who could have reasonably expected to experience an employment loss as a consequence of a plant closing or mass lay- off at one of the Affected Facilities; or (iii) affected employees within the meaning of Section 2101(a)(5) of the Judiciary and Judicial Procedure. The certified Class excludes any employees who voluntarily resigned, retired, or who were terminated for cause. Affected Facilities refers to any single site of employment within the meaning of Section 639.3(i) of the Code of Federal Regulations, in which 50 or more employees and at least 33% of the employees were terminated from employment on or within 30 days of August 3, 2007, excluding any part-time employees. Judge Sontchi also authorizes the certified Class to retain James Huggett, The Gardner Firm, P.C., Lankenau & Miller, LLP, and Outten & Golden, LLP, as class counsel. Judge Sontchi further appoints Kathy Koch, Jarrett Perry, Gina Pullium, Chan Nguyen, Michael S. Surowiec, Kathleen Wielgus, and Patricia Williams as class representatives. 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. The U.S. Bankruptcy Court for the District of Delaware extends the exclusive periods for American Home Mortgage Investors Corp. and its debtor-affiliates to file a plan of reorganization through June 2, 2008; and solicit and obtain acceptances for that plan through July 31, 2008. (American Home Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMPEX CORP: Files Disclosure Statement in New York -------------------------------------------------- Ampex Corporation and its debtor-affiliates delivered a Disclosure Statement dated March 31, 2008, explaining their Joint Chapter 11 Plan of Reorganization with the United States Bankruptcy Court for the Southern District of New York. Plan Overview The Plan intends to provide for the restructuring of the Debtors' liabilities designed to maximize recovery to all stakeholders and to enhance the financial viability of the reorganized debtors. Generally, the Plan provides for a balance sheet restructuring which swaps the Debtors' current debt including, but not limited to, debt evidenced by the senior secured notes and the Hillside Notes for cash, new notes and equity, as applicable. Other secured and unsecured creditors will receive cash or equity as applicable. All of the Debtors' existing common stock will have no value and will be canceled. Upon emergence, at least 80% of the reorganized Debtors' new common stock will be owned by Hillside Capital Incorporated and its affiliates. The new common stock will not be registered and will not trade on any public exchange. Holders of existing common stock that do not object to confirmation of the Plan will be eligible to receive distribution rights entitling such holder to receive certain future payments, if the net proceeds of future monetization of the Debtors' patents that are not currently revenue bearing produce proceeds sufficient to meet certain obligations and funding needs of reorganized Ampex. The resulting debt structure of the Reorganized Debtors will substantially deleverage the company and provide additional needed liquidity. Indebtedness As of March 30, 2008, the Debtors had approximately $59.6 million of outstanding notes issued by the Debtors. Approximately $6.9 million of such amount represents amounts due under an indenture dated as of Feb. 28, 2002. Pursuant to the indenture, the Debtors issued those certain 12% senior secured notes due 2008, which are secured by liens on the Debtors' future royalty receipts. Approximately $52.7 million of the Debtors' outstanding indebtedness is represented by the Hillside notes that have been issued in connection with Hillside's satisfaction of required contribution obligations under the pension plans. As of Dec. 31, 2007, the media pension plan and the Ampex pension plan were underfunded by $13.5 million and $44.2 million, respectively. Treatment of Claims Under the Plan, these creditors are expected to get 100% recovery include: -- administrative expense claims; -- fee claims; -- priority tax claims; -- priority non-tax claims; -- other secured claims; and -- trade unsecured claims. Senior Secured Note Claims and Other Unsecured Claims will be entitled to receive their pro rata share of their respective claims. Each holder of Hillside Secured Claims, totaling $11 million, will expect to receive in full of its secured claim. All equity interests will be canceled. Interests in these classes are impaired and deemed to have rejected the plan include: -- existing common stock; -- existing securities laws claims; and -- other existing interest. A full-text copy of Disclosure Statement is available for free at http://ResearchArchives.com/t/s?2a69 A full-text copy of Joint Chapter 11 Plan of Reorganization is available for free at http://ResearchArchives.com/t/s?2a6a About Ampex Headquartered in Redwood City, California, Ampex Corp. -- http://www.ampex.com-- designs and manufactures data storage products used in defense application to gather images and other date from aircrafts, satellites and submarines. The company and six of its affiliates filed for Chapter 11 protection on March 30, 2008 (Bankr. S.D.N.Y. Lead Case No.08- 11094). Matthew Allen Feldman, Esq., and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection against their creditors, they listed total assets of $26,467,000 and total debts of $133,602,000. BALLYROCK ABS: Five Classes of Notes Get Moody's Rating Downgrades ------------------------------------------------------------------ Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued by Ballyrock ABS CDO 2007-1 Limited. Class Description: $150,000,000 Class A-1a Variable Funding Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Moody's also downgraded and left on review for possible further downgrade the ratings on these notes: Class Description: $150,000,000 Class A-1b Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Baa3, on review for possible downgrade Class Description: $56,250,000 Class A-2 Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba1, on review for possible downgrade Class Description: $56,250,000 Class B Secured Floating Rate Notes Due 2047 -- Prior Rating: A3, on review for possible downgrade -- Current Rating: Ba2, on review for possible downgrade Class Description: $27,500,000 Class C Secured Deferrable Floating Rate Notes Due 2047 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: B3, on review for possible downgrade Class Description: $26,250,000 Class D Mezzanine Secured Deferrable Floating Rate Notes Due 2047 -- Prior Rating: B3, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio. BAYBERRY FUNDING: Moody's Reviews 'Ba1' Rating For Possible Cut --------------------------------------------------------------- Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued by Bayberry Funding, Ltd. Class Description: $96,00,000 Class II Senior Floating Rate Notes Due 2041 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Moody's also downgraded and left on review for possible further downgrade the ratings on these notes: Class Description: $86,000,000 Class III Senior Floating Rate Notes Due 2041 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: Aa3, on review for possible downgrade Class Description: $17,250,000 Class IV Mezzanine Floating Rate Deferrable Notes Due 2041 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: A3, on review for possible downgrade Class Description: $42,500,000 Class V Mezzanine Floating Rate Deferrable Notes Due 2041 -- 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. BCE Inc: Buyout by Investor Group Obtains Industry Minister's Nod ----------------------------------------------------------------- Industry Minister Jim Prentice approved the proposed acquisition of BCE Inc. by an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners LLC, and Merrill Lynch Global Private Equity. With Minister Prentice's approval, subject to the satisfaction of the applicable conditions, the regulatory approvals required in connection with the transaction will have been obtained. On March 7, 2008, the Quebec Superior Court approved BCE's plan of arrangement for the transaction and dismissed all claims asserted by or on behalf of certain holders of Bell Canada debentures. As a result of an appeal of that decision by the debenture holders, BCE now expects the transaction to close before the end of the second quarter of 2008. Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary of BCE Inc. Bell offers integrated information and communications technology services to businesses and governments, and is the Virtual Chief Information Officer to small and medium businesses. * * * As reported in the Troubled Company Reporter on Dec. 14, 2007, Standard & Poor's Ratings Services kept its ratings on BCE Inc. and its related entities on CreditWatch with negative implications, pending the completion of the company's leveraged buyout by a consortium of private equity investors led by Teachers Private Capital as announced on June 30, 2007. As a result of the proposed LBO, S&P expect reported debt to increase to about CDN$37 billion from about CDN$10 billion at Sept. 30, 2007. As reported in the Troubled Company Reporter on Sept. 26, 2007, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada to 'BB-' from 'A-'. BIG BEAR: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------- Debtor: The Big Bear Saloon Ltd. dba Yogi's 2156 Broadway New York, NY 10023 Bankruptcy Case No.: 08-11180 Chapter 11 Petition Date: April 3, 2008 Court: Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Gabriel Del Virginia, Esq. Law Offices of Gabriel Del Virginia 641 Lexington Avenue 21st Floor New York, NY 10022 Tel: (212) 371-5478 Fax: (212) 371-0460 gabriel.delvirginia@verizon.net Estimated Assets: less than $50,000 Estimated Debts: $1,000,001 to $10 million Debtor's list of its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Deya Subin personal injury $1,000,000 Attn: Wingate Russotti & Shapiro 420 Lexington Avenue New York, NY 10170 Joshua Subin personal injury $1,000,000 Attn: Wingate Russotti & Shapiro 420 Lexington Avenue New York, NY 10170 Steven Spielvogel personal injury $1,000,000 Attn: Wingate Russotti & Shapiro 420 Lexington Avenue New York, NY 10170 Raymond, C $29,250 Internal Revenue Service $15,670 Workers Comp. Board $15,290 Southern Wine trade $4,142 Howad Lefkowitz, Esq. legal services $3,500 Empire Merchants trade $2,772 Ravi Sharma, Esq. legal services $1,733 Anheuser Busch trade $1,457 Oak Beverages trade $1,164 Manhattan Beer trade $935 Woolco $319 Signius $214 Beehive Beer trade $205 Verizon $178 Orkin $101 Greta Sheaffer personal injury unknown lawsuit BLAST ENERGY: Emerges From Chapter 11 Protection, Plan Effective ---------------------------------------------------------------- Blast Energy Services Inc. and its debtor-affiliates' Second Amended Plan of Reorganization has become effective and the Debtors have emerged from Chapter 11 protection, Bloomberg News said yesterday. As reported in the Troubled Company Reporter on Feb. 28, 2008, the U.S. Bankruptcy Court in Houston, Texas, confirmed the Debtors' Amended Chapter 11 Plan. Under the terms of the confirmed Plan, the Debtors have raised $4.0 million in cash proceeds from selling convertible preferred securities to Clyde Berg and McAfee Capital, two parties related to the Debtors' largest shareholder, Berg McAfee Companies. Upon receipt by the escrow agent of the written confirmation order, these funds will be released to the company and will be used to pay 100% of the unsecured creditor claims, all administrative claims, and all statutory priority claims for a total amount of approximately $2.4 million. The remaining $1.6 million will be used to execute an operational plan, including but not limited to, reinvesting in the Satellite Services and Down-hole Solutions businesses and pursuing an emerging Digital Oilfield business. The Plan also preserves the equity interests of the Debtors' existing shareholders. Further, the Debtors will continue to prosecute the litigation against Quicksilver Resources and Hallwood Petroleum/Hallwood Energy. Blast has previously estimated the legal recoveries to be in the range of $15 million to $45 million (gross). Trial dates have been set for April 14, 2008 and Sept. 15, 2008 for Hallwood and Quicksilver respectively. Under the terms of the Plan, the company will carry these three secured notes -- none of which are due and payable for at least two years: -- A $2.1 million interest-free senior note with Laurus Master Fund is secured by the assets of the Debtors and payable from a 65% portion of the proceeds that may be received for the customer litigation lawsuits or asset sales; -- A $125,000 note to McClain County, Oklahoma for property taxes will also be paid from the receipt of litigation proceeds, or otherwise, it converts to a six-percent interest bearing note in February 2010; -- A pre-existing secured $1.1 million eight-percent note with Berg McAfee Companies has been extended for an additional three years and contains an option to be convertible into the Debtors stock at $0.20 per share. No other claims exist on the future operating cash flows of the Debtors. The convertible preferred security issued under the terms of the Plan carries a cumulative dividend rate of eight percent and is convertible into common stock at $0.50 per share. The offering includes 25% warrant coverage with an exercise price of $0.10 over a three-year term and is subject to certain mandatory conversion provisions. Certain other liabilities, including $800,000 in financing obtained during the bankruptcy period, will be converted into common stock at $0.20 per share now that the Plan has been confirmed. As a result, the Company expects to have approximately 64 million shares issued and outstanding on a going forward basis including the preferred shares issued under the Plan. The equivalent fully diluted number of shares is expected to be approximately 88 million, which includes the impact from all unexercised stock option and warrants and the conversion option of the Berg McAfee secured note. Litigation Settlement As reported in the Troubled Company Reporter on April 9, 2008, Blast Energy Services' subsidiary Eagle Domestic Drilling Operations and Hallwood Energy LP and Hallwood Petroleum LLC have signed an agreement to settle the litigation between them for a total settlement amount to Eagle of approximately $6.4 million. Under the terms of this agreement, Hallwood will pay to Eagle $2.0 million in cash and issue $2.75 million in equity from a pending major financing and Hallwood has agreed to irrevocably forgive approximately $1.65 million in Eagle payment obligations effective immediately. In return, Eagle has agreed to suspend its legal actions against Hallwood for approximately six months. About Blast Energy Headquartered in Houston, Blast Energy Services Inc. and its debtor-affiliate Eagle Domestic Drilling Operations LLC -- http://www.blastenergyservices.com/-- owns and contracts land drilling rigs to third parties. The Debtor also provides services relating to drilling rig operations. Blast Energy owns and develops abrasive jetting intellectual property, technology and equipment providing downhole production enhancement and drilling solutions, and satellite broadband access for Internet, data, email, applications, VoIP and video streaming as energy industry management tools providing real-time supervisory control and data acquisition. The company filed for Chapter 11 protection on Jan. 19, 2007 (Bankr. S.D. Tex. Case No. 07-30424 and 07-30426). H. Rey Stroube, III, Esq., represent the Debtors. The Official Committee of Unsecured Creditors is represented by Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP. When the Debtor filed for protection from its creditors, it listed total assets of $63,500,851 and total debts of $51,019,486. BLB MANAGEMENT: Moody's Lifts Probability of Default Rating to Ca ----------------------------------------------------------------- Moody's Investors Service upgraded BLB Management's probability of default rating to Ca from D, and left all ratings on review for possible downgrade. The upgrade of the probability of default rating was due to the company's curing the payment default that occurred on March 4, 2008 and its entering into a forbearance agreement with its lenders under the first and second lien credit facilities. The lenders have agreed to forbear, subject to achievement of a number of milestones, through Aug. 29, 2008 from declaring a default under the first and second lien credit facilities. In exchange for the agreement to forbear, the sponsor group which owns BLB injected $9.0 million to support near term obligations. During the next few quarters, the company and its advisors will explore strategic alternatives. There are a number of near-term events that could occur that would require the company to renegotiate the forbearance agreement with its first and second lien lenders or risk another default, and so the ratings remain on review for possible downgrade. The review will focus on the company's ability to meet the milestones outlined in the forbearance agreement, its near term liquidity profile, as well as BLB's longer term prospects for improving operating performance and its overall credit profile. BLB recently completed the redevelopment of the Twin River racino near Providence, Rhode Island. Operating performance has been hurt by construction disruption, food and beverage revenues and EBITDA well below projected levels and a slower ramp up of gaming revenues. Ratings upgraded and remaining on review for possible downgrade: -- Probability of Default rating to Ca from D Ratings that remain on review for possible downgrade: -- Corporate Family Rating at Caa2 -- 1st Lien Revolving Credit Facility at Caa1 -- 1st Lien Term Loan at Caa1 -- 2nd Lien Term Loan at Ca BLB Management Services, Inc. is a joint venture holding company comprised of Kerzner International Limited, Starwood Capital Group, and Waterford Group LLC. BLB's restricted operating subsidiary, UTGR, Inc., owns and operates the Twin River racino, located near Providence, Rhode Island. BLB recently completed a significant renovation of Twin River which included expanded gaming space, and improved non-gaming amenities. DRESSER-RAND GROUP: Solid Performance Cues S&P's Rating Upgrades ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on Houston-based capital equipment provider Dresser-Rand Group Inc. to 'BB' from 'BB-'. The outlook is stable. In addition, S&P raised the issue rating on the senior secured revolving credit facility to 'BBB-' from 'BB+' and left the recovery rating unchanged at '1'. S&P also raised the issue rating on the subordinated notes to 'BB-' from 'B+'. The recovery rating on this debt remains at '5'. "The ratings upgrade is driven by Dresser-Rand's solid operating performance, which meaningfully improved credit measures over the past year," said Standard & Poor's credit analyst Aniki Saha- Yannopoulos. In addition, favorable market conditions demonstrated by the growing margins of the new units, combined with strong aftermarket service margins, aid performance over the near term. Additional factors were the company's ability to generate free cash flow and voluntary debt repayment through 2007. The stable outlook reflects S&P's expectation that Dresser-Rand will maintain its improved operating performance and continue to generate free cash flow. CBA COMMERCIAL: S&P Downgrades Ratings on 21 Classes of Certs. -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 21 classes of commercial mortgage pass-through certificates from CBA Commercial Assets LLC's series 2004-1, 2005-1, 2006-1, 2006-2, and 2007-1. Concurrently, S&P affirmed its ratings on 27 other classes from these transactions. The downgrades reflect the unfavorable performance of the collateral pools and the anticipated credit support erosion upon the eventual resolution of the specially serviced assets in each of the aforementioned series. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. Details of the five trusts are: -- For series 2004-1, the collateral pool consisted of 164 loans with an aggregate trust balance of $58.8 million as of the March 25, 2008, remittance report, compared with 265 loans totaling $102.0 million at issuance. Seventeen loans totaling $7.2 million (12.3%) are with the special servicer, Midland Loan Services Inc. Appraisal reduction amounts totaling $625,731 are in effect related to three of the specially serviced loans. Six of the specially serviced loans are 90-plus-days delinquent (4.5%), one loan is 60- plus-days delinquent (0.5%), seven are 30-plus-days delinquent (5.5%), two are in their grace periods (0.8%), and one is real estate owned (REO) (1.0%). Nine additional loans totaling $3.3 million (5.6%) are delinquent but are not with the special servicer. The trust has experienced five losses totaling $376,316 to date. -- For series 2005-1, the collateral pool consisted of 364 loans with an aggregate trust balance of $137.7 million as of the March 25, 2008, remittance report, compared with 572 loans totaling $214.9 million at issuance. Forty-two loans totaling $15.6 million (11.3%) are with the special servicer, Midland Loan Services Inc., and one ARA totaling $1.1 million is in effect. Twenty-two of the specially serviced loans are 90-plus-days delinquent (5.6%), three are 60-plus-days delinquent (0.3%), three are 30-plus-days delinquent (0.5%), five are current or in their grace period (1.0%), and nine are REO or in foreclosure (3.9%). Thirty-six additional loans totaling $11.6 million are delinquent (8.5%) but are not with the special servicer. The trust has experienced 11 losses totaling $1.6 million to date. -- For series 2006-1, the collateral pool consisted of 233 loans with an aggregate trust balance of $128.9 million as of the March 25, 2008, remittance report, compared with 303 loans totaling $166.8 million at issuance. Twenty-nine loans totaling $15.3 million (11.8%) are with the special servicer, Litton Loan Servicing L.P. Eleven of the specially serviced loans are 90-plus-days delinquent (4.0%), six are 60-plus- days delinquent (1.8%), two are 30-plus-days delinquent (0.2%), one is current (0.2%), and nine are in foreclosure (5.6%). Nine additional loans totaling $3.4 million are delinquent (2.6%) but are not with the special servicer. The trust has experienced four losses totaling $405,774 to date. -- For series 2006-2, the collateral consisted of 263 loans with an aggregate trust balance of $118.8 million as of the March 25, 2008, remittance report, compared with 294 loans totaling $130.5 million at issuance. Twenty-three loans totaling $12.5 million (10.6%) are with the special servicer, Litton Loan Servicing L.P. Twenty of the specially serviced loans are 90-plus-days delinquent (7.3%), one is 60-plus-days delinquent (0.1%), one is 30-plus-days delinquent (0.7%), and one is in its grace period (2.5%). Eleven additional loans totaling $1.5 million are delinquent (1.3%) but are not with the special servicer. The trust has not experienced any losses to date. -- For series 2007-1, the collateral pool consisted of 233 loans with an aggregate trust balance of $125.7 million as of the March 25, 2008, remittance report, compared with 237 loans totaling $127.6 million at issuance. Seven loans totaling $3.6 million (2.9%) are with the special servicer, Litton Loan Servicing L.P. All of the specially serviced loans are 90-plus-days delinquent. Eighteen additional loans totaling $3.7 million are delinquent (3.0%) but are not with the special servicer. The trust has not experienced any losses to date. Standard & Poor's stressed the credit impaired loans as part of its analysis. The resultant credit enhancement levels support the lowered and affirmed ratings. Ratings Lowered CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2004-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ M-5 BB+ BBB 6.51% M-6 CCC+ B 1.53% CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2005-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ M-4 A- A 9.75% M-5 BB+ BBB- 6.04% M-6 BB BB+ 5.07% M-7 CCC- CCC+ 0.97% CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2006-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ M-3 BBB+ A- 8.42% M-4 BBB- BBB 6.15% M-5 BB BB+ 4.70% M-6 CCC B 1.79% CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2006-2 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ M-3 BBB+ A- 7.28% M-4 BB+ BBB 5.35% M-5 BB BBB- 4.39% M-6 CCC BB 2.20% M-7 CCC- B 1.24% CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2007-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ M-2 A- A 9.52% M-3 BBB BBB+ 7.74% M-4 BBB- BBB 6.60% M-5 BB+ BBB- 5.20% M-6 BB- BB+ 4.19% M-7 B BB 3.05% Ratings Affirmed CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2004-1 Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 30.58% A-2 AAA 30.58% A-3 AAA 30.58% M-1 AA 25.60% M-2 A+ 19.53% M-3 A 13.24% M-4 BBB+ 7.82% M-7 CCC- 0.02% IO AAA N/A CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2005-1 Class Rating Credit enhancement ----- ------ ------------------ A AAA 23.98% M-1 AA+ 18.52% M-2 AA 14.43% M-3 AA- 12.48% X-1 AAA N/A X-2 AAA N/A CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2006-1 Class Rating Credit enhancement ----- ------ ------------------ A AAA 19.41% M-1 AA+ 15.86% M-2 AA- 12.30% M-7 CCC- 0.66% X-1 AAA N/A CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2006-2 Class Rating Credit enhancement ----- ------ ------------------ A AAA 16.89% M-1 AAA 13.73% M-2 A+ 9.63% X-1 AAA N/A CBA Commercial Assets LLC Commercial mortgage pass-through certificates series 2007-1 Class Rating Credit enhancement ----- ------ ------------------ A AAA 15.23% M-1 AA+ 12.44% X-1 AAA N/A N/A -- Not applicable. C-BASS: Fitch Downgrades Ratings on $292.29 Million Certificates ---------------------------------------------------------------- Fitch Ratings has taken rating actions on C-BASS mortgage pass- through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $521.1 million and downgrades total $292.9 million. Additionally, $21.5 million was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: C-BASS 2005-CB1 -- $26.3 million class M-1 affirmed at 'AA', (BL: 73.67, LCR: 4.46); -- $20.7 million class M-2 affirmed at 'A', (BL: 29.52, LCR: 1.79); -- $6.4 million class M-3 downgraded to 'BBB' from 'A-' (BL: 25.79, LCR: 1.56); -- $5.5 million class B-1 downgraded to 'BB' from 'BBB+' (BL: 22.72, LCR: 1.38); -- $5.1 million class B-2 downgraded to 'B' from 'BBB' (BL: 20.08, LCR: 1.22); -- $4.7 million class B-3 downgraded to 'B' from 'BBB-' (BL: 17.82, LCR: 1.08); -- $5.5 million class B-4 downgraded to 'B' from 'BB+', placed on Rating Watch Negative (BL: 15.36, LCR: 0.93); -- $4.0 million class B-5 downgraded to 'CCC' from 'BB' (BL: 13.57, LCR: 0.82). Deal Summary -- Originators: C-BASS -- 60+ day Delinquency: 19.13% -- Realized Losses to date (% of Original Balance): 1.29% -- Expected Remaining Losses (% of Current balance): 16.50% -- Cumulative Expected Losses (% of Original Balance): 4.59% C-BASS 2005-CB2 -- $32.6 million class M-1 affirmed at 'AA', (BL: 73.99, LCR: 3.69); -- $19.1 million class M-2 affirmed at 'A', (BL: 47.27, LCR: 2.36); -- $6.0 million class M-3 downgraded to 'BB' from 'A-' (BL: 27.94, LCR: 1.39); -- $5.6 million class B-1 downgraded to 'B' from 'BBB+' (BL: 24.31, LCR: 1.21); -- $3.4 million class B-2 downgraded to 'B' from 'BBB' (BL: 22.16, LCR: 1.1); -- $4.8 million class B-3 downgraded to 'B' from 'BBB-' (BL: 19.78, LCR: 0.99); -- $4.8 million class B-4 downgraded to 'CCC' from 'BB+' (BL: 17.55, LCR: 0.87); -- $4.4 million class B-5 downgraded to 'CCC' from 'BB' (BL: 15.68, LCR: 0.78). Deal Summary -- Originators: C-BASS -- 60+ day Delinquency: 23.87% -- Realized Losses to date (% of Original Balance): 2.31% -- Expected Remaining Losses (% of Current balance): 20.07% -- Cumulative Expected Losses (% of Original Balance): 6.65% C-BASS 2005-CB3 -- $14.7 million class AF-2 affirmed at 'AAA', (BL: 91.41, LCR: 4.75); -- $15.0 million class AF-3 affirmed at 'AAA', (BL: 78.89, LCR: 4.1); &nb