T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 14, 2008, Vol. 12, No. 88 Headlines 4S DEVELOPMENT: Gets Court OK to Employ Theune Law as Counsel AAAAA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors ACACIA CDO: Moody's Reviews 'Ba1' Rating on $11.5 Million Notes ACACIA OPTION: Moody's Reviews 'Ba1' Rating for Possible Downgrade ACCELLENT INC: Board Appoints Craig Campbell as Controller ACE SECURITIES: 35 Tranches From Six Deals Get Moody's Rating Cuts ADVANCED CELL: Files Amended Disclosure on "2008 Financing" ADVANCED MICRO: Acquires Beteiligungs Interests in AMD FAB 36 KG AIRBORNE HEALTH: S&P Gives Negative Outlook; Holds 'CCC+' Rating ALLIANT TECHSYSTEMS: S&P Holds Negative CreditWatch on 'BB' Rating ALOHA AIRLINES: Gets Initial OK to Access GMAC's $3 Mil. Facility AMERICAN AIRLINES: Cancellations Won't Affect S&P's 'B' Rating AMERICAN AXLE: Inks Contract Pacts with Unions in Mexico and UK AMERICAN AXLE: UAW Rejects Assistance of Federal Mediator AMP'D MOBILE: Court OKs Protocol for Settling Preference Claims AMP'D MOBILE: Settles Preference Suit with Motorola, et al. AMP'D MOBILE: Seeks $1MM in Preference Claims from 18 Payees AMR CORP: Airline Operating Schedule Is Back to Normal, WSJ Says ARGENT SECURITIES: Moody's Downgrades Ratings on 104 Tranches ATA AIRLINES: Gets Interim Permission to Use Lenders' Collateral ATA AIRLINES: Taps Haynes and Boone as Bankruptcy Counsel ATA AIRLINES: Taps Baker & Daniels as Local Bankruptcy Counsel ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for May 30 ATHOS FUNDING: Moody's Junks Ratings on Two Classes of 2043 Notes AXM PHARMA: To Restate 2004 Financial Statements Due to Errors BATTERY PARK: Moody's Reviews Two 'Ca' Ratings For Likely Upgrade BAYTEX ENERGY: Strong Credit Profile Cues S&P's Positive Outlook BEAR STEARNS: Moody's Lowers Ratings on 268 Tranches From 27 Deals BEARD COMPANY: Closes Sale of 35% Interest in McElmo Dome CO2 Unit BEARD COMPANY: Inks Amendments to Two Lines of Credit BH BOULDERS: Wants to Hire Anderson Aquino as Bankruptcy Counsel BRAINTECH INC: Smythe Ratcliffe Expresses Going Concern Doubt C-BASS MORTGAGE: Three Tranches Acquire Moody's Rating Downgrades CENTRAL ILLINOIS: Sale May Be Further Delayed, Judge Perkins Says CENTRAL ILLINOIS: Wants Court to Extend Exclusive Periods CHEROKEE INT: Mayer Hoffman Expresses Going Concern Doubt CHRYSLER LLC: Underwriter Unloads Chrysler Loan at a Discount CIRCUS AND ELDORADO: S&P Maintains 'B' Rating on $160 Mil. Notes CITIGROUP MORTGAGE: Moody's Junks Ratings on Three Tranches CLEAR CHANNEL: Texas Court Rejects Banks' Request to Dismiss Suit CLEAR CHANNEL: Banks Ask NY Court for Summary Judgment on Deal COMPLIANCE SYSTEMS: Holtz Rubenstein Raises Going Concern Doubt COUNTRYWIDE TRANCHES: Recent Losses Cues Moody's 63 Rating Cuts CPS CAYMAN: S&P Attaches 'BB' Rating on Class C 2008-A Notes CRDENTIA CORP: Appoints David Jenkins & Raymond Dunn to Board CREDIT DEFAULT I: Moody's Reviews Low-B Ratings on Credit Swaps CREDIT DEFAULT II: Moody's Cuts Ratings on Three Classes to Low-Bs CREDIT DEFAULT III: Moody's Downgrades Ratings on Three Classes CREDIT DEFAULT IV: Moody's Pares Prime Ratings on Swaps to Low-Bs DAGWOOD'S SANDWICH: Case Summary & 20 Largest Unsecured Creditors DIOMED HOLDINGS: To Sell U.S. Biz to AngioDynamics for $8 Mil. DIRECTED ELECTRONICS: Likely Pact Violations Cues S&P's 'B' Rating DOLE FOOD: To Sell Properties to Avoid Default on $350MM Bonds DUNMORE HOMES: Asks Court to Set Confirmation Hearing on June 24 DUNMORE HOMES: Disclosure Statement Hearing Set April 29 EDUCATION RESOURCES: Taps Goodwin Procter as Bankruptcy Counsel EDUCATION RESOURCES: Endorses Grant Thornton as Financial Advisor EDUCATION RESOURCES: Taps Craig and Macauley as Special Counsel EMI GROUP: Citigroup Cancels Sale of $4.9 Billion Company Loans FINANCIAL GUARANTY: To Help Solve Jefferson County's Debt Woes FINISAR CORP: A. Olsson Resigns as SVP of Optics Division FIRST MARBLEHEAD: S&P's Trust Ratings Unstirred By TERI Bankruptcy FIRST AMERICAN: Fitch Chips Ratings and Puts on Negative Watch FIRST FRANKLIN: Fitch Downgrades Ratings on $1.7 Bil. Certificates FOAMEX INTERNATIONAL: DE Shaw to Backstop $115MM Rights Offering FOAMEX INTERNATIONAL: Inks Amendments to Term Credit Agreements FORAOIS FUNDING: Moody's Withdraws 'Ca' Rating on $92.4 Mil. Notes FRONTIER AIRLINES: Files Voluntary Chapter 11 Protection in NY FRONTIER AIRLINES: Obtains Court Approval on First Day Motions GAP INC: March 2008 Net Sales Decrease 12% at $1.37 Billion FRONTIER AIRLINES: Case Summary & 60 Largest Unsecured Creditors GPX I: Case Summary & 61 Largest Unsecured Creditors GSAA HOME: Delinquencies Cues Moody's Rating Cuts on 245 Tranches GSC ABS: Moody's Reviews 'Ba2' Rating on $20 Mil. Class C Notes GUARDIAN TECH: Discloses Late Payment of Interest on Debentures HARBOURVIEW CDO: Moody's Junks Rating on $10 Mil. Notes From Baa2 HAYES LEMMERZ: Net Loss Grows to $194MM in Year Ended January 31 HORIZON MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors INABS RMBS: Moody's Lowers Ratings on 92 Tranches From Nine Deals INDEPENDENCE VII: Moody's Reviews Ratings on Weak Credit Quality INDIANTOWN COGENERATION: S&P Holds 'BB+' Rating on $505 Mil. Bonds INTREPID TECH: John Haffey Appointed Chief Executive Officer IVY LANE: Moody's Junks Ratings on Four Classes of 2046 Notes IXION PLC: Five Classes of Notes Get Moody's Rating Downgrades IXIS ABS: Moody's Reviews Ba1 Rating on B-2L Notes For Likely Cut IXIS REAL: Delinquencies Cues Moody's Rating Cuts on 63 Tranches JACKSON 2006: Seven Classes of Notes Obtain Moody's Junk Ratings JEFFERSON COUNTY: FGIC and XLCA Lends Help to Solve Debt Crisis JETBLUE AIRWAYS: Chairman David Neeleman to Leave Effective May 15 JOHNSON RUBBER: Files Disclosure Statement and Chapter 11 Plan JOURNAL REGISTER: Hiring of Fin'l Advisor Cues Moody's Rating Cuts KHAMSIN CREDIT: Moody's Withdraws 'Ca' Rating on $12.5 Mil. Notes KITTY HAWK: Files Disclosure Statement and Ch.11 Liquidation Plan KITTY HAWK: Court Extends Exclusive Plan Filing Period to May 12 LEHMAN BROTHERS: Liquidates Funds Due to Adverse Market Conditions LEINER HEALTH: Gets Permission to Borrow Under UBS DIP Facility LIMITED BRANDS: March 2008 Sales Dip to $733MM from $892MM in 2007 LONG BEACH: Moody's Lowers Ratings on 15 Tranches From Two Deals LUNAR FUNDING: Moody's Junks Rating on $25 Mil. Notes From 'Ba2' MAGNA ENTERTAINMENT: Closes Austria Real Estate Sale for EUR20MM MAJESTIC STAR: Inks Amendment to $80 Mil. Senior Credit Facility MASTR 2005-HE1: Moody's Downgrades Ratings on Eight Tranches MEMORY PHARMA: KPMG LLP Expresses Going Concern Doubt M/I HOMES: Selling Difficulty Cues Homebuilding Credit Amendment MILLBROOK 2007-1: Moody's Slashes Ratings on Three Notes to 'Ca' MORGAN STANLEY: S&P Downgrades Ratings on 15 Classes of Certs. MORGAN STANLEY: Fitch Affirms Low-B Ratings on Three Cert. Classes MOVIE GALLERY: Reaches Deal With Landlords on Plan Confirmation MURRIETA COMMONS: Taps Burd & Naylor as General Insolvency Counsel NA SCIENTIFIC: Nasdaq to Delist Securities on April 15 NATIONAL SCHOLARSHIP: Case Summary & 14 Largest Unsec. Creditors NORTH COVE: Moody's Junks Ratings on $27 Mil. Notes From 'B1' NORTH STREET: Moody's Cuts Ratings on $30 Mil. Notes From 'Ba1' NOVASTAR MORTGAGE: Moody's Cuts Ratings on Three Classes to Low-Bs NUANCE COMMS: $363 Mil. eScription Deal Won't Affect S&P's Ratings OAKVALE CORP: Case Summary & 20 Largest Unsecured Creditors OSYKA CORP: Seeks Court's Approval on Sale Bidding Procedures OWNIT MORTGAGE: Two Classes Obtain Moody's Rating Cuts To Low-B PACIFIC LUMBER: Spars with BoNY on Competing Turnaround Plans PACIFIC LUMBER: Various Parties Support Marathan/Mendocino Plan PACIFIC LUMBER: Joins Hands with BoNY; Rejects Marathon Plan PERFORMANCE TRANS: Wants Lease Decision Period Moved to June 17 PORTA SYSTEMS: BDO Seidman Expresses Going Concern Doubt PORTFOLIO CREDIT: Moody's Downgrades Ratings on Swaps to 'Ca' POWERMATE HOLDING: Wants to Hire Morgan Lewis as Counsel POWERMATE HOLDING: Wants to Hire Young Conaway as Counsel PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors QUEBECOR WORLD: Wants Lease Assumption Period Extended to Aug. 18 QUEBECOR WORLD: Seeks 4-Month Extension of Plan Filing Period QUEBECOR WORLD: Want Claims Removal Period Extended to July 21 RALI TRUST: Increase in Dollar Loan Amounts Cues S&P's Rating Cuts RCS-CHANDLER: Voluntary Chapter 11 Case Summary REGAL ENTERTAINMENT: Adjusts Conversion Price of Senior Notes RITCHIE MULTI-STRATEGY: Court Dismisses Involuntary Ch. 11 Case ROADRUNNER RIVER: Hires Robert M. Cook as Bankruptcy Counsel ROYAL CARIBBEAN: S&P Chips Rating on Debenture-Backed A-1 Certs. SALON MEDIA: Raises $1,000,000 in Sale of Convertible Notes SECURITY CAPITAL: Unit Helps Solve Jefferson County's Debt Crisis SENDTEC INC: Posts $27 Million Net loss in Year ended December 31 SEYAH HOSPICE: Case Summary & 20 Largest Unsecured Creditors SHARPER IMAGE: Court Approves Liquidation Deal with Hilco, Gordon SHELLS SEAFOOD: Kirkland Russ Expresses Going Concern Doubt SMARTIRE SYSTEMS: Appoints David A. Dodge as Interim CFO SOLO CUP: Brian O'Connor Replaces Peter W. Calamari as Director SOLUTIA INC: Air Liquide Seeks Allowance of $1,059,228 Claim SOLUTIA INC: Professionals Charge $163,800,000 for Services SOUTH STAR: Case Summary & 18 Largest Unsecured Creditors SPYRUS INC: Asks Court to Set General Claims Bar Date May 20 STOCK-TRAK GROUP: RSM Richter Expresses Going Concern Doubt STACK 2005-2: Weak Credit Quality Prompts Moody's Rating Reviews STURGIS IRON: Asks Court to Employ Jaffe Raitt as Counsel STURGIS IRON: Court Approves Kurtzman Carson as Claims Agent SUMMERWIND INVESTORS: Taps Goe & Forsythe as Bankruptcy Counsel SUNCREST LLC: Bankruptcy Filing Follows Receipt of Default Notice SUNCREST LLC: Case Summary & 20 Largest Unsecured Creditors SUN-TIMES MEDIA: Fails to Meet NYSE Continued Listing Standards SVI HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors SYNTAX-BRILLIAN: Picks Greg Rayburn as Interim COO TARRAGON CORP: Grant Thornton Expresses Going Concern Doubt TELEGEN CORP: Peterson Sullivan Expresses Going Concern Doubt TELEPLUS WORLD: PKF CPA Expresses Going Concern Doubt THOMPSON PRODUCTS: Can Obtain $3 Mil. DIP Financing from CIT Group TONY'S MULTI-SERVICE: Case Summary & 19 Largest Unsec. Creditors TOURMALINE CDO: Poor Credit Quality Cues Moody's 11 Junk Ratings TRAILER BRIDGE: S&P Keeps 'B-' Ratings on Highly Leveraged Profile TROPIC ISLE: Case Summary & 16 Largest Unsecured Creditors TYCO INT'L: Inks Initial Deal to Settle $3BB Debt Securities Suit UNIPROP MANUFACTURED: BDO Seidman Expresses Going Concern Doubt UNIVISION COMM: Borrows $700 Million to Pay Down Bridge Loan UNIVISION COMMS: $700M Borrowing Has No Impact on S&P's Ratings VALEANT PHARMA: Board of Directors Approves Strategic Plan VICTORY MEMORIAL: Has Until May 15 to File Chapter 11 Plan WACHOVIA CORP: Could Unveil $7BB Recapitalization Today, WSJ Says WHX CORP: Appoints Peter Gelfman as General Counsel and Secretary ZAIS INVESTMENT: Eroding Credit Quality Cues Moody's Rating Cuts * S&P Cuts 17 Tranches' Ratings From Five Cash Flows and CDOs * S&P Says Banks Focused On Real Estate Face Challenges Ahead * Surge In Defaults Foreseen By S&P Credit Ratings And Research * S&P Reports Oil Price Hike Strikes Transportation Sector Hard * Three Partners Join Proskauer Rose's Newly Opened Chicago Unit * BOND PRICING: For the Week of Apr. 7 - Apr. 11, 2008 ********* 4S DEVELOPMENT: Gets Court OK to Employ Theune Law as Counsel ------------------------------------------------------------- The United States Bankruptcy Court for the District of Colorado gave authority to 4S Development Ltd, LLLP to employ Theune Law Offices, PC, as its counsel. Theune Law is expected to: a) provide the Debtor with legal counsel with respect to its powers and duties as Debtor and debtor-in-possession; b) prepare on behalf of the Debtor necessary applications, complaints, answers, motions, reports and other legal papers, and represent the Debtor in negotiations and at all hearings in this case and related proceedings; c) assist the Debtor in the preparation and confirmation of a Chapter 11 disclosure statement and plan, if appropriate; and d) perform other legal services for the Debtor, which may be necessary herein. The firm will charge the Debtor $275 per hour for services rendered. A $10,000 retainer has been paid by the Debtor to the firm. A $1,921 balance is being held in the firm's COLTAF account. To the best of the Debtor's knowledge, the firm holds no interest adverse to the Debtor and its estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Theune Law Offices, P.C. 1763 Franklin Street Denver, CO 80218-1124 Tel: (303) 832-1150 Fax: (303) 845-6934 inbox@TheuneLaw.com 4S Development Ltd, LLP is a real estate developer headquartered in Hayden, Colorado. The company filed for Chapter 11 protection on Feb. 26, 2008 (Bankr.D.Co. Case No. 08-12162). Philipp C. Theune, Esq. at Theune Law Offices, P.C. represents the Debtor in its restructuring effort. When the Debtor filed for protection from its creditors it listed total assets of $75,825,498 and total liabilities of $5,684,487. AAAAA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: AAAAA Enterprises, Inc. 7348 North Central Highway 222E Stantonsburg, NC 27883 Bankruptcy Case No.: 08-02291 Chapter 11 Petition Date: April 4, 2008 Court: Eastern District of North Carolina Judge: Randy D. Doub Debtor's Counsel: N. Hunter Wyche, Jr., Esq. (hwyche@wilsonandratledge.com) Wilson & Ratledge, PLLC 4600 Marriott Drive, Suite 400 Raleigh, NC 27612 Tel: (919) 787-7711 Fax: (919) 787-7710 http://www.wilsonandratledge.com/ Estimated Assets: $1 million and $10 million Estimated Debts: $1 million and $10 million Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Heely-Brown Co., Inc. Roofing materials $255,479 P.O. Box 930757 Atlanta, GA 31193-0757 Phoenix Sales, Inc. Trade supplies $130,375 3100 Pennington Drive Orlando, FL 32804 Duro-Last Roofing, Inc. Roofing material $123,471 525 Morley Drive Saginaw, MI 48601 Department of Financial Workers' $81,478 Services compensation N.B. Handy Roofing materials $73,582 ABC Supply Co., Inc. Trade supplies $62,686 Best Distributing Co. Roofing materials $61,099 Premier Industries, Inc. Trade supplies $60,320 Citi Gold Advantage Card Trade supplies $33,615 Bank of America Trade supplies $25,823 Wilmington, DE Roofing Tools & Equipment Co., Tools $22,335 Inc. AmEx Delta Trade supplies $16,870 Roofers Supply of Greenville Roofing materials $12,740 Bradco Supply Corp. Sheet metal $10,839 Bank of America Trade supplies $10,645 Greensboro, NC Discover More Card Trade supplies $10,515 Berridge Manufacturing Co. Trade supplies $8,850 Citgo Fuel (open account) $7,992 United Rentals Rental $7,620 ACACIA CDO: Moody's Reviews 'Ba1' Rating on $11.5 Million Notes --------------------------------------------------------------- Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued by Acacia CDO 12, Ltd.: Class Description: $291,500,000 Class A-1 First Priority 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: $100,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: Aa2, on review for possible downgrade Class Description: $41,000,000 Class B Third Priority Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aa2 -- Current Rating: A1, on review for possible downgrade Class Description: $14,000,000 Class C Fourth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2047 -- Prior Rating: A2 -- Current Rating: Baa1, on review for possible downgrade Class Description: $11,500,000 Class D Fifth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes 2047 -- Prior Rating: Baa2 -- 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. ACACIA OPTION: Moody's Reviews 'Ba1' Rating for Possible Downgrade ------------------------------------------------------------------ Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued by Acacia Option ARM 1 CDO, Ltd. Class Description: $380,000,000 Class A1S First Priority Senior Secured Floating Rate Notes Due 2052 -- 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: $40,000,000 Class A1J Second Priority Senior Secured Floating Rate Notes Due 2052 -- Prior Rating: Aaa -- Current Rating: Aa2, on review for possible downgrade Class Description: $34,000,000 Class A2 Third Priority Senior Secured Floating Rate Notes Due 2052 -- Prior Rating: Aa2 -- Current Rating: A1, on review for possible downgrade Class Description: $16,000,000 Class A3 Fourth Priority Senior Secured Floating Rate Deferrable Interest Notes Due 2052 -- Prior Rating: A2 -- Current Rating: Baa1, on review for possible downgrade Class Description: $16,000,000 Class B Fifth Priority Mezzanine Secured Floating Rate Deferrable Interest Notes Due 2052 -- Prior Rating: Baa2 -- 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. ACCELLENT INC: Board Appoints Craig Campbell as Controller ---------------------------------------------------------- On April 8, 2008, the Board of Directors of Accellent Inc. appointed Craig C. Campbell, 38, as vice president, controller and chief accounting officer of the company, effective April 28, 2008. Mr. Campbell most recently was vice president finance and corporate controller for NaviSite Inc., a publicly traded provider of internet hosting and outsourcing services, from April 2007 to April 2008. From October 2003 to April 2007, Mr. Campbell was a managing director for Zimmerman & Co. LLC, a firm providing Sarbanes-Oxley outsourcing services and technical accounting advisory services for publicly traded companies. Prior to joining Zimmerman & Co. LLC, Mr. Campbell was controller, secretary and treasurer for Coriolis Networks Inc., a company that designed, developed and manufactured integrated optical networking systems, from March 2000 to March 2003. Mr. Campbell is a Certified Public Accountant and holds a Bachelor of Business Administration in Accounting from the University of Massachusetts at Amherst. About Accellent Inc. Headquartered in Wilmington, Massachussetts, Accellent Inc. -- http://www.accellent.com/-- provides fully integrated outsourced manufacturing and engineering services to the medical device industry in the cardiology, endoscopy, drug delivery, neurology and orthopaedic markets. At Dec. 31, 2007, the company's consolidated balance sheet showed $1.122 billion in total assets, $810.4 million in total liabilities, and $312.0 million in total stockholders' equity. * * * As reported in the Troubled Company Reporter on Dec. 12, 2007, Moody's Investors Service downgraded Accellent Inc.'s corporate family rating to Caa1 from B3 and assigned a negative outlook. At the same time, Moody's downgraded these ratings: (i) secured revolver to B2 (LGD2, 29%) from B1 (LGD2, 29%); (ii) secured term loan to B2 (LGD2, 29%) from B1 (LGD2, 29%); (iii) sr. subordinated notes to Caa3 (LGD5, 83%) from Caa2 (LGD5, 83%); (iv) PDR to Caa1 from B3; and speculative grade liquidity rating to SGL-4 from SGL-3. ACE SECURITIES: 35 Tranches From Six Deals Get Moody's Rating Cuts ------------------------------------------------------------------ Moody's Investors Service downgraded 35 tranches from 6 deals issued by ACE Securities Corp. Home Equity Loan Trust in 2004. The transactions are backed by primarily first-lien, subprime fixed and adjustable rate mortgage loans. The actions are based on the analysis of the credit enhancement provided by subordination, overcollateralization and excess spread relative to expected losses. Complete rating actions are: ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE1 -- Cl. M-3, downgraded from A3 to Baa2 -- Cl. M-4, downgraded from Baa3 to B3 -- Cl. M-5, downgraded from B1 to Ca -- Cl. M-6, downgraded from Caa2 to C ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE2 -- Cl. M-3, downgraded from A3 to Baa2 -- Cl. M-4, downgraded from Baa1 to Ba1 -- Cl. M-5, downgraded from Baa2 to Ba3 -- Cl. M-6, downgraded from Baa3 to B3 -- Cl. B-1, downgraded from Ba2 to Ca ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE3 -- Cl. M-3, downgraded from Aa3 to A3 -- Cl. M-4, downgraded from A1 to Baa2 -- Cl. M-5, downgraded from A2 to Baa3 -- Cl. M-6, downgraded from A3 to Ba2 -- Cl. M-7, downgraded from Baa1 to B2 -- Cl. M-8, downgraded from Baa2 to Caa2 ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE4 -- Cl. M-3, downgraded from Aa3 to A2 -- Cl. M-4, downgraded from A1 to Baa1 -- Cl. M-5, downgraded from A2 to Baa2 -- Cl. M-6, downgraded from A3 to Ba1 -- Cl. M-7, downgraded from Baa1 to Ba3 -- Cl. M-8, downgraded from Baa2 to B3 -- Cl. M-9, downgraded from Baa3 to Ca ACE Securities Corp. Home Equity Loan Trust, Series 2004-HS1 -- Cl. M-1, downgraded from Aa2 to A1 -- Cl. M-2, downgraded from A2 to Baa3 -- Cl. M-3, downgraded from A3 to Ba3 -- Cl. M-4, downgraded from Baa1 to B2 -- Cl. M-5, downgraded from Ba2 to Ca -- Cl. M-6, downgraded from B1 to C ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM2 -- Cl. M-4, downgraded from A1 to A3 -- Cl. M-5, downgraded from A2 to Baa1 -- Cl. M-6, downgraded from A3 to Baa3 -- Cl. M-7, downgraded from Baa1 to Ba1 -- Cl. B-1, downgraded from Baa2 to B1 -- Cl. B-2, downgraded from Baa3 to Caa1 -- Cl. B-3, downgraded from Ba1 to Ca ADVANCED CELL: Files Amended Disclosure on "2008 Financing" ----------------------------------------------------------- Advanced Cell Technology Inc. filed on Form 8-K/A an amendment to its Current Report on Form 8-K filed by the company on April 1, 2008. In the Form 8-K, Advanced Cell closed on March 31, 2008, on the issuance of $3,823,145 of its amortizing senior secured convertible debentures and associated warrants -- 2008 Financing. Due to additional investments made in the company prior to the release of the closing escrow, the aggregate purchase price for the debentures purchased at the 2008 Financing, including in-kind payments and refinancing of bridge debt incurred in anticipation of the financing, was increased to $3,218,231 and the cash purchase price excluding refinancing of bridge debt and in-kind payments was increased to $2,527,231. The company's obligations to the purchasers in the 2008 Financing are secured by a senior security interest and lien granted upon all company assets pursuant to the terms of a Security Agreement entered into in connection with the closing. The security interest granted under the Security Agreement and the company's obligations relating thereto are pari passu with the company's obligations to the holders of debentures in the company's existing 2005, 2006 and 2007 debenture financings. A full-text copy of the Form 8-K dated April 1, 2008, is available for free at http://researcharchives.com/t/s?2a73 About Advanced Cell Technology Inc. Headquartered in Alameda, California, Advanced Cell Technology Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a biotechnology company focused on developing and commercializing human stem cell technology in the emerging field of regenerative medicine. It has developed and maintained a portfolio of patents and patent applications that form the proprietary base for its embryonic stem cell research and development. The company operates facilities in Alameda, California and Worcester, Massachusetts. At Sept. 30, 2007, the company's consolidated balance sheet showed $15.6 million in total assets and $42.1 million in total liabilities, resulting in a $26.5 million total stockholders' deficit. * * * As reported in the Troubled Company Reporter on March 26, 2007, Stonefield Josephson Inc. in Los Angeles, California, expressed substantial doubt about Advanced Cell Technology Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's minimal sources of revenue, substantial losses, substantial monetary liabilities in excess of monetary assets and accumulated deficits as of Dec. 31, 2006. ADVANCED MICRO: Acquires Beteiligungs Interests in AMD FAB 36 KG ---------------------------------------------------------------- On April 1, 2008, AMD Fab 36 Holding GmbH, a German company and wholly owned subsidiary of Advanced Micro Devices Inc., and AMD Fab 36 Admin GmbH, a German company and wholly owned subsidiary of AMD Fab 36 Holding, purchased the limited partnership interests and silent partnership interests in AMD Fab 36 Limited Liability Company & Co. KG, an indirect subsidiary of the company, held by Fab 36 Beteiligungs GmbH & Co. KG, an investment consortium arranged by M+W Zander Facility Engineering GmbH. The purchase is pursuant to their call option provided under the partnership agreements and participation purchase agreements entered into on April 21, 2004, as amended, among AMD Fab 36 KG, AMD Fab 36 LLC, a Delaware company being the general partner of AMD FAB 36 KG and a wholly owned subsidiary of the company, AMD Fab 36 Holding, AMD Fab 36 Admin and the unaffiliated limited partners, Leipziger Messe GmbH and Fab 36 Beteiligungs. The aggregate purchase price paid to Fab 36 Beteiligungs pursuant to the call options is approximately EUR86 million (or $132.4 million based on the euro to dollar exchange rate on March 25, 2008). About Advanced Micro Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. At Dec. 29, 2007, the company's consolidated balance sheet showed $11.550 billion in total assets, $8.295 billion in total liabilities, $265.0 million in minority interest in consolidated subsidiaries, and $2.990 billion in total stockholders' equity. * * * As reported in the Troubled Company Reporter on Jan. 28, 2008, Fitch downgraded these ratings on Advanced Micro Devices Inc., including its Issuer Default Rating to 'B-' from 'B'; and its Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'. The Rating Outlook remains Negative. AIRBORNE HEALTH: S&P Gives Negative Outlook; Holds 'CCC+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Bonita Springs, Florida based Airborne Health Inc. to negative from developing. At the same time, Standard & Poor's affirmed all of its ratings on the company, including its 'CCC+' corporate credit rating. About $154 million total debt was outstanding at Jan. 31, 2008. "The outlook revision reflects Airborne's delay in requesting an amendment to its credit facility due to violation of its financial covenants for the quarter ended Jan. 31, 2008, and continued weak operating performance," said Standard & Poor's credit analyst Bea Chiem. The company currently does not have access to its $20 million revolver and is operating under a technical default. Also, the company did not exercise its equity cure provision under the senior secured credit agreement within 10 days from delivery of its compliance certificate for the quarter ended Jan. 31, 2008. "While lenders have not requested an accelerated payment on the term loan, we are concerned about their ability to exercise their rights and remedies over the near term," said Ms. Chiem. Airborne continues to experience weak operating performance from unseasonably warm weather during the peak cold weather season that lowered demand for preventative products, and leverage is very high. "We are concerned about the company's ability to maintain adequate liquidity given its lack of access to its revolver, continued weak performance, and recent negative publicity surrounding the $23 million settlement of a class action lawsuit that challenged the product's advertising claims," said Ms. Chiem. Presently, Airborne's liquidity is sufficient to support operations over the near term. ALLIANT TECHSYSTEMS: S&P Holds Negative CreditWatch on 'BB' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said its ratings, including the 'BB' corporate credit rating, on Alliant Techsystems Inc., remain on CreditWatch with negative implications, where they were placed on Jan. 9, 2008. The CreditWatch update follows the announcement that the Canadian regulatory authorities rejected the Edina, Minnesota-based company's planned $1.3 billion acquisition of two divisions of MacDonald, Dettwiler and Associates Ltd. "The CreditWatch reflects expectations of higher leverage if the acquisition closes as currently structured," said Standard & Poor's credit analyst Christopher DeNicolo. Under Canada's foreign investment review law, ATK has 30 days to provide additional information or to restructure the deal to address the government's concerns. MDA owns and operates the Radarsat-2 remote-sensing satellite, which provides surveillance of Canada's arctic regions. Some Canadian officials are concerned that if MDA is owned by a U.S. company, the U.S. government could restrict Canada's access to the data from Radarsat-2, although this is not the only issue. The debt-financed acquisition will result in pro forma adjusted debt to EBITDA increasing to above 4.5x from about 3x expected for ATK standalone in fiscal 2008 (ending March 30, 2008). The acquired units, Information Systems and Geospatial Information Services, have about $500 million in sales and produce satellites and related components, ground stations, robotics used in space exploration, as well as processing and distributing satellite imagery, complementing ATK's existing space operations. The transaction is subject to U.S. and Canadian regulatory approvals, as well as approval by MDA's shareholders, and was expected to close by June 2008. Standard & Poor's will monitor the regulatory approval process, and if resolved favorably, meet with management to discuss financing plans and financial policy to determine the impact on the ratings. ATK is the leading manufacturer of solid rocket motors for space- launch vehicles and strategic missiles and is second in the market for tactical missiles. In addition, the firm is the largest provider of small-caliber ammunition to the U.S. military and has strong positions in tank and other types of ammunition. ALOHA AIRLINES: Gets Initial OK to Access GMAC's $3 Mil. Facility ----------------------------------------------------------------- The Hon. Lloyd King of the United States Bankruptcy Court for the District of Hawaii authorized Aloha Airlines Inc. and its debtor- affiliates to obtain, on an interim basis, up to $3,000,000 in postpetition financing under a revolving credit facility with GMAC Commercial Finance LLC, as lender and administrative agent. The Debtors need the money to fund their estates through the sale of their air cargo assets. Interim access to the lenders' DIP facility will terminate on April 25, 2008. Judge King will convene a hearing on that date to consider final approval of the Debtors' request. As of March 19, 2008, the Debtors owed their prepetition lenders $44,075,000 in loans and $4,925,000 in letters of credit -- exclusive of interest and fees accrued. Specifically, the Debtors will use the money to: -- fund working capital to preserve the value of certain of the Debtors' business segments during the Chapter 11 cases; -- pay fees, expenses owed to the lender under the financing agreement; -- pay fees, costs, expenses and disbursements of professionals to the Debtors and the Official Committee of Unsecured Creditors; and -- pay other bankruptcy related charges, including U.S. Trustee of Court and clerk fees. The DIP Loan will incur interest at 1.75% over the applicable prepetition, default rate or 6.5% over the prime rate. To secure the Debtors' DIP obligations, the lenders will be granted superiority administrative expense status, with priority over all administrative expenses of and unsecured claims against the Debtors under Section 364(c)(1) of the Bankruptcy Code. The DIP lien is subject to a carve-out for payments to professionals to the Debtors, any statutory committee appointed in these cases and U.S. Trustee of Court fees. There is a $150,000 carve-out for the Debtors' counsel, $100,000 carve-out for the committee's professionals and $250,000 carve-out for trustee fees. 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. AMERICAN AIRLINES: Cancellations Won't Affect S&P's 'B' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it does not expect American Airlines Inc.'s (B/Negative/--) widespread flight cancellations to have an impact on its ratings on American or parent AMR Corp. (B/Negative/B-3), unless the disruptions are prolonged or more serious. S&P revised its outlook on AMR and American to negative from positive, and lowered its short-term rating on AMR to 'B-3' from 'B-2' on March 24, 2008. Still, AMR is likely to suffer a noticeable financial impact in the second quarter, mostly because of lost revenue and the cost of rebooking delayed passengers. The scale of the cancellations is beyond what would be caused by major storms affecting an airline's hub, the most nearly comparable situation. Further, American is providing more assistance, in the form of travel vouchers, overnight accommodations, etc., than it might in the case of weather-related cancellations. Major storms affecting hubs have sometimes hurt earnings up to $20 million to $30 million, but the damage in this case will likely be worse. Perhaps the only factors working in American's favor are that its competitors' planes are already so crowded that it is not possible to book many passengers on other airlines, and American is not the first airline recently to have cancellations and a public relations problem related to maintenance. A longer-term issue, which will affect all of the U.S. airlines, is that these persistent operational problems at multiple carriers may make them more wary of raising fares further to offset very high fuel prices. It only takes one large airline to block an attempted general fare increase by not matching higher ticket prices, and American (and possibly other airlines) may be hesitant to raise prices on the heels of such well-publicized problems. The timing of these problems is unfortunate, as air travel demand is likely to be softer than last year, due to the very weak economy, and very high fuel prices are adding billions of dollars to airlines' expenses. AMERICAN AXLE: Inks Contract Pacts with Unions in Mexico and UK --------------------------------------------------------------- American Axle & Manufacturing Holdings Inc. reached agreements with the unions representing its associates in England, Mexico and Scotland. "All of AAM's hourly associates at AAM de Mexico and our wholly- owned subsidiary Albion Automotive in the United Kingdom have union representation," AAM Co-Founder, Chairman & CEO Richard E. Dauch said. "The recently signed agreements in Mexico and the United Kingdom achieved a market competitive labor cost structure in those regions where the facilities are located. This was all done quietly, professionally, responsibly and effectively with no production disruption." As reported in the Troubled Company Reporter on April 11, 2008, negotiators representing AAM and the UAW met at the bargaining table for the first time in over three weeks on April 9, 2008. At this meeting, the UAW presented a new economic proposal to AAM. Although it was a slight improvement from the UAW's previous bargaining positions, the all-in labor cost proposed by the UAW is still approximately 200% of the market rate of AAM's competitors in the United States automotive supply industry. AAM expressed disappointment over the UAW's failure to make proposals that address the competitive reality AAM and its UAW- represented associates jointly face in the U.S. driveline marketplace. AAM needs a structural change in labor costs at its original U.S. locations that is comparable to the agreements the UAW has previously made with AAM's competitors in the United States automotive supply industry. If the UAW continues to refuse to make realistic economic proposals, AAM will be forced to consider closing these facilities. AAM has no desire to close the original U.S. locations. AAM's preferred approach is to reach an agreement with the UAW on a new U.S. market competitive labor cost structure for these facilities. If such a market competitive agreement is accomplished, these facilities will be able to bid competitively for new business and AAM will be able to continue investing in these operations. AAM has offered generous buy-outs for associates who do not wish to continue to work for AAM subject to a competitive wage and benefits package. AAM has also offered to make annual buy-down cash payments to associates who accept a competitive wage and benefits package. AAM's proposed buy-outs and buy-downs will provide its associates and families a financial cushion and soft landing during the transition to a new U.S. market competitive labor cost structure. These proposals are similar to those that have been successfully used by Chrysler, Ford, GM and Delphi in recent agreements with the UAW. Negotiations are continuing. AAM remains hopeful that the International UAW will soon put forward economic and operating proposals that will allow AAM to compete on a level playing field with its competitors in the United States automotive supply industry and maintain its manufacturing operations in the original U.S. locations. 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. AMERICAN AXLE: UAW Rejects Assistance of Federal Mediator --------------------------------------------------------- The strike called by the International United Auto Workers union at American Axle & Manufacturing Holdings Inc.'s original U.S. locations continues into its 47th day. Approximately 3,650 associates are represented by the UAW at five facilities in Michigan and New York. With the objective of reaching a compromise agreement, Axle requested the Federal Mediator assigned by the Federal Mediation & Conciliation Service to assist in the company's ongoing negotiations with the UAW. Axle had hoped that the involvement of an impartial third party at the bargaining table could assist both sides. The UAW refused to allow the Federal Mediator to help the parties reach agreement. Axle was disappointed in the UAW's decision. "While the UAW had conversations with a representative of the Federal Mediation and Conciliation Service, it was concluded that a mediator could add little to the process at this juncture; in fact, it would place the mediator in a no-win situation," UAW President Ron Gettelfinger said. "Throughout these negotiations, the UAW has repeatedly offered responsible proposals and counter- proposals to Axle in an attempt to bring a conclusion to bargaining." As reported in the Troubled Company Reporter on April 11, 2008, negotiators representing AAM and the UAW met at the bargaining table for the first time in over three weeks on April 9, 2008. At this meeting, the UAW presented a new economic proposal to Axle. Although it was a slight improvement from the UAW's previous bargaining positions, the all-in labor cost proposed by the UAW is still approximately 200% of the market rate of Axle's competitors in the United States automotive supply industry. Axle expressed disappointment over the UAW's failure to make proposals that address the competitive reality Axle and its UAW- represented associates jointly face in the U.S. driveline marketplace. Axle needs a structural change in labor costs at its original U.S. locations that is comparable to the agreements the UAW has previously made with Axle's competitors in the United States automotive supply industry. If the UAW continues to refuse to make realistic economic proposals, Axle will be forced to consider closing these facilities. Axle has no desire to close the original U.S. locations. Axle's preferred approach is to reach an agreement with the UAW on a new U.S. market competitive labor cost structure for these facilities. If such a market competitive agreement is accomplished, these facilities will be able to bid competitively for new business and Axle will be able to continue investing in these operations. Axle has offered generous buy-outs for associates who do not wish to continue to work for Axle subject to a competitive wage and benefits package. Axle has also offered to make annual buy-down cash payments to associates who accept a competitive wage and benefits package. Axle's proposed buy-outs and buy-downs will provide its associates and families a financial cushion and soft landing during the transition to a new U.S. market competitive labor cost structure. These proposals are similar to those that have been successfully used by Chrysler, Ford, GM and Delphi in recent agreements with the UAW. Negotiations are continuing. Axle remains hopeful that the International UAW will soon put forward economic and operating proposals that will allow Axle to compete on a level playing field with its competitors in the United States automotive supply industry and maintain its manufacturing operations in the original U.S. locations. Strike Impact on Automakers GM has about 30 facilities affected by the strike at Axle as the supplier attempts to negotiate with the union. 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. AMP'D MOBILE: Court OKs Protocol for Settling Preference Claims --------------------------------------------------------------- Judge Brendan Linehan Shannon authorized Amp'd Mobile, Inc., to settle preference claims without the need for any further notice, hearing or Court order, in instances where the total gross does not exceed $25,000. To the extent the Debtor desires to settle Preference Claims where the total gross settlement amount ranges from $25,000 to $100,000, the Debtor will serve a notice of the proposed settlement. Any Proposed Settlement involving a claim where the total gross exceeds $100,000 or any Proposed Settlement with an insider will require the filing of an appropriate motion under Rule 9019 of the Federal Rules of Bankruptcy Procedure. As reported by the Troubled Company Reporter on February 11, 2008, Amp'd Mobile informed the U.S. Bankruptcy Court for the District of Delaware that its estate possesses roughly 200 preferential claims under Sections 547 and 550 of the Bankruptcy Code. If the Debtor is required to seek the court approval to serve notice on all interested parties whenever the Debtor resolves a preference claim, the expense to the estate and the demand on the Court's time will be considerable, Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware, said. The list of parties upon which the Debtor propose to serve notices of certain proposed settlements are: * the U.S. Trustee, * counsel for the Unsecured Creditors' Committee, * general bankruptcy counsel for the Debtor, and * counsel for Kings Road Investment Ltd. The Settlement Notice will include: * the amount of the Preference Claim; * the name of the party against whom the Claim has been asserted; * the dates of the payments in question; * the terms of the Proposed Settlement; * any asserted defenses to the Preference Claim; and * explanation for the Proposed Settlement. Interested Parties will have 15 days from the date of the Settlement Notice to object to the Proposed Settlement. If no objections are filed and served properly prior to the expiration of the Notice Period, the Proposed Settlement will be deemed approved by the Court without further notice and hearing. Moreover, the Debtor will be authorized to consummate the Proposed Settlement. Any objection to a Proposed Settlement must: (i) be in writing, (ii) state with specificity the ground for objection, (iii) be served on the Interested Parties and special counsel to the Debtor so as to be received prior to the expiration of the Notice Period, and (iv) be filed with the Court prior to the expiration of the Notice Period. If an objection to a Proposed Settlement is properly filed and served, then the Proposed Settlement may not proceed absent: (i) withdrawal of the objection; or (ii) entry of an order of the Court specifically approving the Proposed Settlement. If the parties are unable to resolve the objection, either of them will ask the Court to hold a hearing considering the Proposed Settlement. At least 10 days prior to the hearing, the objecting party of the Debtor must file a notice of hearing with the Court, serving the notice to the Interested Parties and special counsel for the Debtor. Moreover, on or before the 15th day of each month, the Debtor will provide to the Interest Parties a report describing the final disposition of all Preference Claims settled in the previous calendar month. The Monthly Settlement Report will identify: (i) the party against whom the claim was asserted, (ii) the amount of the Preference Claim, and (iii) the settlement amount. About Amp'd Mobile Inc. Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq., Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm represent the Debtor in its restructuring efforts. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). AMP'D MOBILE: Settles Preference Suit with Motorola, et al. ----------------------------------------------------------- Prior to its bankruptcy filing, Amp'd Mobile, Inc., transferred certain amounts to five entities: Transferee Amount Transferred ---------- ----------------- Sitel Operating Corporation $2,063,689 Motorola, Inc. 1,528,515 The Platform, Inc. 277,700 Hyperlink, Inc. 206,185 Schematic, Inc. 169,230 The Debtor believes that a portion of the transfers it made to Sitel, et al. are subject to avoidance under Sections 547 and 548 of the Bankruptcy Code. Thereafter, the Debtor demanded the return of the subject payments made to the Transferees. In an effort to avoid further delay and the substantial fees, risks, and costs associated with continued litigation, the Debtor and the Transferees engaged in arm's length negotiations to resolve various issues between them. Ultimately, the parties reached agreements to settle their disputes with respect to the alleged preferential transfers: * The Debtor and Motorola have agreed, inter alia, that Motorola will pay $1,000,000 to the Debtor. In the event Motorola fails to pay the Settlement Amount, the Debtor will be entitled to $1,100,000 plus interest until the date of payment in full. Upon payment of the Settlement Amount or the Enhanced Settlement Amount, Motorola's $52,000,000 claim will be allowed as a general unsecured claim without further action required on the part of Motorola. * The Debtor and Sitel have agreed that Sitel will pay $477,000 to the Debtor, and will waive its $73,000 administrative expense claim. Sitel will be granted immediate relief from the automatic stay provisions of Section 362 of the bankruptcy Code, as the provisions relate to a $206,000 deposit held by Sitel. Sitel will be permitted to immediately set off and apply the Deposit to its prepetition claims against the Debtor. * The Debtor and Schematic have agreed that Schematic will pay $35,000 to the Debtor. * The Debtor and Platform Inc. have agreed that Platform Inc. will waive its administrative expense claim for $26,000. * Hyperlink has demonstrated to counsel for the Debtor that it provided new value in an amount approximately equal to or in excess of the transfers at issue. Consequently, the Debtor has agreed to voluntarily dismiss the Hyperlink adversary proceeding without prejudice. At the Debtor's behest, the U.S. Bankruptcy Court approves the settlement agreements with respect to the Preference Transfers. Separately, the Debtor and Asurion Insurance Services, Inc., notified the Court that they have agreed to dismiss the adversary proceeding asserted by Asurion, with prejudice. Each party will bear its own costs, including attorney fees. The Court also approved the settlement agreement and mutual general release between Amp'd Mobile, Brightpoint North America, L.P., and Kings Road Investment Ltd. About Amp'd Mobile Inc. Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq., Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm represent the Debtor in its restructuring efforts. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). AMP'D MOBILE: Seeks $1MM in Preference Claims from 18 Payees ------------------------------------------------------------ Amp'd Mobile, Inc., has filed additional complaints, seeking to recover money or property, aggregating more than $1,000,000, with respect to certain transfers made to 18 creditors. The Debtor also seeks to avoid the Transfers. The transferees and the amounts transferred to them are: Transferee Amount ---------- ------ Ninja Mobile, Inc. $391,370 Tecart Industries, Inc. 97,397 Clavechina International, Ltd. 97,258 Warner Music Group Corp. 95,547 Lunchbox Collective, LLC 72,670 Corporation Service Company 69,536 Pro Circuit Products, Inc. 50,000 FedEx Corporation 49,877 Wonders Industrial Development 49,050 UMG Recordings, Inc. 46,789 Broadview Technologies, Inc. 41,363 Visual Army Party, Ltd. 35,984 Road to Recovery Foundation, Inc. 30,000 Tectonics Construction, Inc. 29,484 Fast Search & Transfer, Inc. 28,125 Riechesbaird, Inc. 28,000 Sceneware VOF 25,348 Walt Disney Internet Group 21,487 Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq., Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm represent the Debtor in its restructuring efforts. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). AMR CORP: Airline Operating Schedule Is Back to Normal, WSJ Says ---------------------------------------------------------------- AMR Corp.'s principal subsidiary American Airlines Inc. said its operating schedule was back to normal on Sunday, April 13, 2008, Kristen Gerencher of The Wall Street Journal reports. American Airlines canceled approximately 200 MD-80 flights on Saturday, April 12, 2008, and said it planned to be back to a full, normal schedule on Sunday. By late Friday afternoon, American had re-inspected and put back into service 231 of its 300 MD-80s; most of the remainder of the fleet was expected to be readied for service Friday night. The airline planned to operate about 75% of its MD-80 schedule early Saturday, with all planes in service by late Saturday afternoon. There were 595 MD80 flight cancellations in place on Friday. American had 226 of its 300 MD80s in service early Friday morning. The airline continues efforts to re-accommodate customers affected by this week's activity as its maintenance work force continued the safety inspections. As reported in the Troubled Company Reporter on April 11, 2008, 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. 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. 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. ARGENT SECURITIES: Moody's Downgrades Ratings on 104 Tranches ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of 104 tranches from 11 subprime RMBS transactions issued by Argent. 21 downgraded tranches remain on review for possible further downgrade. The collateral backing these transactions consists primarily of first-lien, fixed and adjustable-rate, subprime residential mortgage loans. The ratings were downgraded, in general, based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. The actions described below are a result of Moody's on-going surveillance process. Complete rating actions are: Issuer: Argent Securities Inc., Series 2005-W2 -- Cl. M-5, Downgraded to Baa1 from A2 -- Cl. M-6, Downgraded to Ba1 from A3 -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for further Possible Downgrade -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade -- Cl. M-9, Downgraded to Caa1 from Baa3 -- Cl. M-10, Downgraded to Caa2 from Ba1 Issuer: Argent Securities Inc., Series 2005-W3 -- Cl. M-3, Downgraded to A1 from Aa3 -- Cl. M-4, Downgraded to A3 from A1 -- Cl. M-5, Downgraded to Baa3 from A2 -- Cl. M-6, Downgraded to B1 from A3 -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for further Possible Downgrade -- Cl. M-8, Downgraded to Caa1 from Baa2 -- Cl. M-9, Downgraded to Caa2 from Baa3 -- Cl. M-10, Downgraded to Caa3 from Ba1 -- Cl. M-11, Downgraded to Ca from Ba2 Issuer: Argent Securities Inc., Series 2005-W5 -- Cl. M-2, Downgraded to A2 from Aa2 -- Cl. M-3, Downgraded to Baa3 from Aa3 -- Cl. M-4, Downgraded to B1 from A1 -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for further Possible Downgrade -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for further Possible Downgrade -- Cl. M-7, Downgraded to Caa1 from Baa1 -- Cl. M-8, Downgraded to Caa2 from Baa2 -- Cl. M-9, Downgraded to Caa3 from Ba1 Issuer: Argent Securities Trust 2006-M1 -- Cl. A-1, Downgraded to Aa3 from Aaa -- Cl. A-2B, Downgraded to Aa1 from Aaa -- Cl. A-2C, Downgraded to Aa3 from Aaa -- Cl. A-2D, Downgraded to A2 from Aaa -- Cl. M-1, Downgraded to Ba3 from Aa1 -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. M-4, Downgraded to Caa1 from A3 -- Cl. M-5, Downgraded to Caa2 from Baa3 -- Cl. M-6, Downgraded to Caa3 from Ba2 -- Cl. M-7, Downgraded to Ca from B3 -- Cl. M-8, Downgraded to C from Ca Issuer: Argent Securities Trust 2006-M2 -- Cl. A-1, Downgraded to A3 from Aaa -- Cl. A-2B, Downgraded to Aa2 from Aaa -- Cl. A-2C, Downgraded to A3 from Aaa -- Cl. A-2D, Downgraded to Baa2 from Aaa -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for further Possible Downgrade -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to Caa1 from Aa3 -- Cl. M-4, Downgraded to Caa2 from Ba1 -- Cl. M-5, Downgraded to Caa3 from B2 -- Cl. M-6, Downgraded to Caa3 from B3 -- Cl. M-7, Downgraded to Ca from Caa3 -- Cl. M-8, Downgraded to C from Ca Issuer: Ameriquest Mortgage Securities Inc., Series 2006-M3 -- Cl. A-1, Downgraded to A3 from Aaa -- Cl. A-2A, Downgraded to Aa1 from Aaa -- Cl. A-2B, Downgraded to A3 from Aaa -- Cl. A-2C, Downgraded to Baa1 from Aaa -- Cl. A-2D, Downgraded to Baa2 from Aaa -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for further Possible Downgrade -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. M-4, Downgraded to Caa1 from Baa3 -- Cl. M-5, Downgraded to Caa2 from Ba2 -- Cl. M-6, Downgraded to Caa3 from B3 -- Cl. M-7, Downgraded to Ca from B3 -- Cl. M-8, Downgraded to Ca from Caa3 Issuer: Argent Securities Trust 2006-W1 -- Cl. M-3, Downgraded to Baa1 from Aa3 -- Cl. M-4, Downgraded to Ba2 from A1 -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for further Possible Downgrade -- Cl. M-6, Downgraded to Caa1 from Baa1 -- Cl. M-7, Downgraded to Caa2 from Ba2 -- Cl. M-8, Downgraded to Caa3 from Ba3 -- Cl. M-9, Downgraded to Ca from B3 Issuer: Argent Securities Trust 2006-W2 -- Cl. M-2, Downgraded to A2 from Aa2 -- Cl. M-3, Downgraded to Ba1 from Aa3 -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for further Possible Downgrade -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for further Possible Downgrade -- Cl. M-6, Downgraded to Caa1 from Baa2 -- Cl. M-7, Downgraded to Caa2 from Ba2 -- Cl. M-8, Downgraded to Caa3 from B3 Issuer: Argent Securities Trust 2006-W3 -- Cl. M-1, Downgraded to Baa1 from Aa1 -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. M-4, Downgraded to Caa1 from A3 -- Cl. M-5, Downgraded to Caa2 from Baa2 -- Cl. M-6, Downgraded to Caa3 from Ba1 -- Cl. M-7, Downgraded to Ca from B3 Issuer: Argent Securities Trust 2006-W4 -- Cl. A-1, Downgraded to Aa2 from Aaa -- Cl. A-2B, Downgraded to Aa1 from Aaa -- Cl. A-2C, Downgraded to Aa3 from Aaa -- Cl. A-2D, Downgraded to A1 from Aaa -- Cl. M-1, Downgraded to Ba2 from Aa1 -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. M-4, Downgraded to Caa1 from Baa2 -- Cl. M-5, Downgraded to Caa2 from Ba1 -- Cl. M-6, Downgraded to Caa3 from B1 -- Cl. M-7, Downgraded to C from Ca Issuer: Argent Securities Trust 2006-W5 -- Cl. A-1, Downgraded to Aa1 from Aaa -- Cl. A-2B, Downgraded to Aa1 from Aaa -- Cl. A-2C, Downgraded to Aa2 from Aaa -- Cl. A-2D, Downgraded to A1 from Aaa -- Cl. M-1, Downgraded to Ba2 from Aa1 -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. M-4, Downgraded to Caa1 from Baa1 -- Cl. M-5, Downgraded to Caa2 from Ba2 -- Cl. M-6, Downgraded to Caa3 from Ba3 -- Cl. M-7, Downgraded to Caa3 from B3 -- Cl. M-8, Downgraded to C from Ca ATA AIRLINES: Gets Interim Permission to Use Lenders' Collateral ---------------------------------------------------------------- Prior to April 2, 2008, New ATA Acquisition Inc., as borrower, certain lenders, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, reached a term loan agreement, under which the Secured Lenders provided New ATA and ATA Airlines, Inc., loans and other financial assistance for more than $365,000,000. ATA Airlines is a wholly owned subsidiary of New ATA Acquisition. Pursuant to a guarantee and collateral agreement dated August 14, 2007, ATA Airlines guaranteed New ATA's indebtedness under the Term Loan Agreement, and granted a security interest in substantially all of its personal property as collateral security for its obligations under the Guarantee and Collateral Agreement. Pursuant to the Prepetition Loan Documents, ATA Airlines granted to the Administrative Agent and the Secured Lenders liens and security interests to secure the Prepetition Obligations, upon and in certain of ATA Airlines' assets and property, including without limitation certain owned aircraft, all Accounts, Chattel Paper, Contracts, Deposit Accounts, Securities Accounts, Commodity Accounts, Documents, Equipment, Fixtures, General Intangibles, Instruments, Intellectual Property, Inventory, Investment Property, Letter of Credit Rights, and all other tangible and intangible personal property and the property's proceeds -- including set-off rights described in the Loan Documents and arising by operation of law. ATA Airlines' cash, including all cash and other amounts on deposit or maintained by ATA Airlines in any account or accounts, and any amounts generated by the collection of accounts receivable, sale of inventory or other disposition of the Prepetition Collateral constitute proceeds of the Prepetition Collateral and, therefore, are cash collateral of the Secured Lenders within the meaning of Section 363(a) of the Bankruptcy Code. Terry Hall, Esq., at Bakers & Daniels, LLP, in Indianapolis, Indiana, states that in light of its limited working capital and financing available, ATA Airlines needs to use its Secured Lenders' cash collateral, to wind down its business and liquidate its assets. Ms. Hall informs Judge Basil H. Lorch III that ATA Airlines projects to use $23,585,000 of the cash collateral as set forth in its 26-Week Forecast,a full-text copy of which is available at no charge at: http://bankrupt.com/misc/ATA26WeekCashForecast During the period from April 2 to 25, 2008, the Debtor seeks to use approximately $2,100,000 of Cash Collateral to meet the necessary expenditures as outlined in its four-week budget, a full-text copy of which is available for free at: http://bankrupt.com/misc/ATACashCollateralBudget The Secured Lenders have consented to the use of the $2,100,000 for the April 2 to April 25 period, says Mr. Hall. While it is not able to accurately assess the value of all its assets at this time, ATA Airlines believes that the estimated liquidation value of the collateral it owns that secures its obligations to the Secured Lenders is approximately $50,000,000. Accordingly, ATA Airlines sought and obtained, on an interim basis, permission from the United States Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to use the Cash Collateral for general corporate purposes during its Chapter 11 Case in accordance with the terms and conditions of ATA's Budget. ATA will only use the Cash Collateral for the payment of the costs and expenses associated with the wind-down operations of its business, the orderly liquidation of its assets and the conduct of the Chapter 11 Case as set forth in its four-week Budget. No later than 10 days prior to the last day covered by the Budget then in effect, ATA will deliver to the Secured Lenders and the Administrative Agent a proposed budget covering the subsequent four-week period. As adequate protection, ATA Airlines will grant the Secured Lenders and JPMorgan, valid and perfected, replacement security interests in and liens on all of its prepetition and postpetition assets. ATA Airlines' use of the Cash Collateral will be subject to a "carve-out", comprised of: * the unpaid fees of the Clerk of the Bankruptcy Court and of the United States Trustee; * the payment of allowed professional fees and disbursements by ATA Airlines' bankruptcy professionals, not exceeding $750,000 in the aggregate; and * the costs and administrative expenses not to exceed $100,000 in the aggregate that are permitted to be incurred by any Chapter 7 trustee following any conversion to Chapter 7 of ATA Airlines' the Chapter 11 case. Any diminution in the value of the Secured Lenders' interests in their prepetition collateral resulting from the use of the cash collateral, or other causes will constitute administrative expenses with priority in payment over all other expenses, and will be senior to the rights of ATA Airlines, any successor trustee and creditors, the Court held. The use of cash collateral will terminate on the earliest of (i) September 30, 2008, (ii) unless extended by the Secured Lenders 30 days after the Petition Date, or (iii) the occurrence of any event of default, which includes: (1) ATA Airlines' failure to pay to JPMorgan or the Secured Lenders as and when required by interim Court order; (2) the expiration of the Budget without a new proposed Budget; (3) ATA Airlines' Chapter 11 case is dismissed or converted to a Chapter 7 case; (4) the appointment of a Chapter 11 trustee with plenary powers, an officer or an examiner with enlarged powers are appointed in ATA Airlines' Chapter 11 case; or (5) the Court's lifting of the automatic stay to permit holders of any security interest to foreclose on any of ATA Airlines' assets that are worth more than $250,000. The Court will convene a hearing on April 25, 2008, to consider final approval of the request. About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on Jan. 31, 2006. The Debtors' emerged from bankruptcy on Feb. 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. (ATA Airlines Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). ATA AIRLINES: Taps Haynes and Boone as Bankruptcy Counsel --------------------------------------------------------- ATA Airlines, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Haynes and Boone, LLP, as its bankruptcy counsel. Steven S. Turoff, chief restructuring officer of the Debtor, says that the Debtor selected the firm because of its extensive experience in representing airlines in Chapter 11 cases. He adds that Haynes and Boone is also familiar with the Debtor's business and legal obligations to creditors, having assisted the Debtor with its preparations to file for bankruptcy protection. As counsel for the Debtors, Haynes and Boone will: (a) give advice to the Debtor of its powers and duties as debtor-in-possession under Chapter 11 of the Bankruptcy Code, and of the continued management and any orderly shutdown of its business; (b) advise the Debtor of its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements, and with the rules of the Court; (c) prepare legal documents on behalf of the Debtor; (d) represent the Debtor and protect its interest in all matters pending before the Court; and (e) represent the Debtor in negotiating with its creditors. In exchange for its services, Haynes and Boone will be paid on an hourly basis and will be reimbursed for any expenses it may incur in the rendition of its services. The firm received a retainer for $1,000,000 before the Petition Date. The principal attorneys and paralegal designated to represent the Debtor and their standard hourly rates are: Lenard Parkins $825 Judy Elkin $775 Kenric Kattner $595 Blaine Bates $515 Doug Edwards $495 Kourtney Lyda $435 Jason Nagi $415 Brooks Hamilton $330 Jason Binford $330 Jermaine Johnson $210 Mr. Kattner, Esq., a partner at Haynes and Boone, assures the Court that his firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on Jan. 31, 2006. The Debtors' emerged from bankruptcy on Feb. 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. (ATA Airlines Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). ATA AIRLINES: Taps Baker & Daniels as Local Bankruptcy Counsel -------------------------------------------------------------- ATA Airlines, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Baker & Daniels LLP, as its local counsel. Steven S. Turoff, chief restructuring officer of the Debtor, informs the Court that the firm has considerable experience in business reorganization under Chapter 11, and is also familiar with the Debtor's business as a result of its employment with the Debtor in a prior bankruptcy case. As the Debtor's local counsel, Baker & Daniels is expected to: (i) advise the Debtor of its rights, powers and duties as a debtor-in-possession; (ii) prepare legal documents on behalf of the Debtors; and (iii) provide other legal services that the Debtor or the Court may require. Baker & Daniels will be paid on an hourly basis and will be reimbursed for any cost it may incur in rendering its duties. Prior to the Petition Date, the firm received a retainer for $50,000. The firm's professional who will represent the Debtor and their hourly rates are: James M. Carr $480 Jay Jaffe $445 Terry Hall $290 Dustin DeNeal $185 Sarah Laughlin $180 Ms. Hall, Esq., a member of Baker & Daniels, assures the Court that her firm does not hold or represent any interest adverse to the Debtor's estate. She adds that the firm is a disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on Jan. 31, 2006. The Debtors' emerged from bankruptcy on Feb. 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. (ATA Airlines Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for May 30 ---------------------------------------------------------------- The United States Trustee for Region 10 will convene a meeting of the creditors of ATA Airlines, Inc., on May 30, 2008, at 9:30 a.m. The meeting will be held at Room 416A U.S. Courthouse, 46 E. Ohio Street, in Indianapolis, Indiana. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Debtor's bankruptcy case. All creditors are invited but are not required to attend. The Sec. 341(a) meeting offers the creditors a one-time opportunity to examine a representative of the Debtor under oath, about the Debtor's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on Jan. 31, 2006. The Debtors' emerged from bankruptcy on Feb. 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. (ATA Airlines Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). ATHOS FUNDING: Moody's Junks Ratings on Two Classes of 2043 Notes ----------------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible downgrade these notes issued by Athos Funding Ltd.: Class Description: $40,000,000 Class A-1 Floating Rate Notes Due 2043 -- Prior Rating: Aaa -- Current Rating: Aa3, on review for possible downgrade Class Description: $28,000,000 Class A-2 Floating Rate Notes Due 2043 -- Prior Rating: Aa2 -- Current Rating: Ba1, on review for possible downgrade In addition Moody's also announced that it has downgraded these notes: Class Description: $20,000,000 Class B Floating Rate Subordinate Notes Due 2043 -- Prior Rating: Baa2 -- Current Rating: Ca Class Description: $5,000,000 Class Q Combination Notes Due 2043 -- Prior Rating: Baa2 -- Current Rating: Ca According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. AXM PHARMA: To Restate 2004 Financial Statements Due to Errors -------------------------------------------------------------- On March 31, 2008, while in the process of responding to comments from the Securities and Exchange Commission with respect to its 2005 financial statements, AXM Pharma Inc.'s audit committee determined that its annual financial statements for the fiscal year ended Dec. 31, 2004, and all subsequent annual and quarterly financial statements contain errors and omissions. As a result, the audit committee concluded that these financial statements are no longer reliable. The errors and omissions contained in these financial statements result from failure to properly record certain liabilities and expenses related to the issuance of Series C Preferred Stock and associated Common Stock Purchase Warrants during the quarter ended June 30, 2004, and certain liabilities and expenses related to the issuance of Secured Convertible Promissory Notes and associated Common Stock Purchase Warrants during the quarter ended April 30, 2005. The audit committee has discussed this matter with its prior independent accountant, Lopez, Blevins, Bork & Associates, LLP, who issued reports with respect to the relevant periods, and has notified its current independent accountant, Paritz & Company, P.A., of this matter. About AXM Pharma Headquartered in Diamond Bar, Calif., AXM Pharma Inc. (Other OTC: AXMP.PK) -- http://www.axmpharma.com/-- is a pharmaceutical company engaged in the production, marketing and distribution of pharmaceutical products in China. The company produces, markets and distributes medicines in various dosages and forms in most areas of medicinal treatment, as well as herbal remedies, vitamins and adjunctive therapies. * * * As of March 31, 2006, the company's consolidated balance sheet showed $10,641,129 in total assets and $10,763,844 in total liabilities, resulting in a $122,715 total stockholders' deficit. BATTERY PARK: Moody's Reviews Two 'Ca' Ratings For Likely Upgrade ----------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings on these notes issued by Battery Park CDO Limited: The $15,000,000 Class II-A Senior Secured Floating Rate Notes Due 2011 -- Prior Rating: Aaa -- Current Rating: WR The $21,000,000 Class II-B Senior Secured Fixed Rate Notes Due 2011 -- Prior Rating: Aaa -- Current Rating: WR The $9,000,000 Class III Mezzanine Secured Fixed Rate Notes Due 2011 -- Prior Rating: Ba3, on review for possible upgrade -- Current Rating: WR In addition Moody's has placed these notes issued by Battery Park CDO Limited on review for possible upgrade: The $17,000,000 Class IV-A Mezzanine Secured Floating Notes Due 2011 -- Prior Rating: Ca -- Current Rating: Ca, on review for possible upgrade The $5,000,000 Class IV-B Mezzanine Secured Fixed Rate Notes Due 2011 -- Prior Rating: Ca -- Current Rating: Ca, on review for possible upgrade According to Moody's, the rating actions are the results of significant delevering of the Class III Notes as well as improvement in the credit quality of the transaction's underlying collateral pool. BAYTEX ENERGY: Strong Credit Profile Cues S&P's Positive Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Calgary, Altanta-based Baytex Energy Trust to positive from stable. At the same time, S&P affirmed the 'B+' long-term corporate credit and 'B' subordinated debt ratings on the company. "The outlook revision reflects the trust's demonstrated ability to maintain fairly stable profit margins, despite its large exposure to heavy oil, and adhere to relatively moderate financial policies, said Standard & Poor's credit analyst Jamie Koutsoukis. These factors have contributed to an overall stronger credit profile. S&P views the trust's demonstrated ability to largely fund its capital expenditures and its cash distributions through internally generated cash flow as a strong credit positive. Furthermore, Baytex's increasing product mix diversification, with the announced Burmis Energy Inc. acquisition, further strengthens its overall profile as it adds more light oil and natural gas to the trust's product mix. "A near-term rating upgrade to 'BB-' is highly likely if the company maintains its existing business and financial policies," Ms. Koutsoukis added. The ratings on Baytex reflect the company's midsize reserve base, its concentration of production and regional focus, and the cyclical nature of the exploration and production industry. These factors, which hamper the ratings, are tempered by the relatively low-risk nature of the trust's reserve base, the good development opportunities associated with Baytex's existing portfolio of assets, and moderate capital structure for the ratings category. Standard & Poor's expects that the trust's near-term business strategy will focus on drill-bit-related reserve replacement as it works to develop its sizable proved undeveloped and probable reserves. The positive outlook reflects Standard & Poor's expectation that Baytex will continue to largely fund its capital spending program and distributions through internally generated funds, while maintaining a stable production and reserve profile. The trust's credit profile continues to strengthen, based on its consistently strong netbacks and largely internal growth focus, supplemented with acquisitions. These factors place the trust at the strong end of the 'B+' rating, moving toward the 'BB-' rating. Furthermore, Baytex's cost structure should allow the trust to withstand some deterioration in profitability due either to falling hydrocarbon prices or increases in capital expenditures. An upgrade is likely if the trust continues to move toward greater product and geographic diversification while adhering to its financial policies. Given the cushion in the rating, the likelihood of a near-term negative rating action is unlikely; however, S&P could revise the outlook to stable if the trust materially ramps up its spending or distributions above expected levels. BEAR STEARNS: Moody's Lowers Ratings on 268 Tranches From 27 Deals ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of 268 tranches from 27 subprime RMBS transactions issued by Bear Stearns Subprime. Additionally, 92 downgraded tranches remain on review for possible further downgrade. The collateral backing these transactions consists primarily of first-lien, fixed and adjustable-rate, subprime residential mortgage loans. The ratings were downgraded, in general, based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. The actions described below are a result of Moody's on-going surveillance process. Complete rating actions are: Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AQ2 -- Cl. M-2, Downgraded to A2 from Aa2 -- Cl. M-3, Downgraded to Baa2 from Aa3 -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for further Possible Downgrade -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for further Possible Downgrade -- Cl. M-6, Downgraded to Caa1 from Baa1 -- Cl. M-7, Downgraded to Caa2 from Baa2 -- Cl. M-8, Downgraded to Caa3 from Baa3 -- Cl. M-9, Downgraded to Ca from Ba1 -- Cl. M-10, Downgraded to Ca from Ba2 Issuer: Bear Stearns Asset Backed Securities I Trust 2005-EC1 -- Cl. M-7, Downgraded to Ba1 from Baa2 -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for further Possible Downgrade Issuer: Bear Stearns Asset Backed Securities I Trust 2005-FR1 -- Cl. M-5, Downgraded to Ba2 from Baa2 -- Cl. M-6, Downgraded to Caa1 from Baa3 -- Cl. M-7, Downgraded to Caa2 from Ba1 -- Cl. M-8, Downgraded to Caa3 from B2 Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE11 -- Cl. M-6, Downgraded to Baa2 from Baa1 -- Cl. M-7, Downgraded to Ba3 from Baa2 -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for further Possible Downgrade -- Cl. M-9, Downgraded to Caa1 from Ba1 -- Cl. M-10, Downgraded to Caa2 from Ba2 Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE12 -- Cl. M-5, Downgraded to Baa1 from A3 -- Cl. M-6, Downgraded to Ba2 from Baa1 -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for further Possible Downgrade -- Cl. M-8, Downgraded to Caa1 from Baa3 Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AQ1 -- Cl. I-1A-1, Downgraded to Aa2 from Aaa -- Cl. I-1A-2, Downgraded to A1 from Aaa -- Cl. I-1A-3, Downgraded to A2 from Aaa -- Cl. I-2A, Downgraded to Aa3 from Aaa -- Cl. I-M-1, Downgraded to Ba3 from Aa1 -- Cl. I-M-2, Downgraded to B1 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. I-M-3, Downgraded to B2 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. I-M-4, Downgraded to B3 from Ba1; Placed Under Review for further Possible Downgrade -- Cl. I-M-5, Downgraded to Caa1 from B1 -- Cl. I-M-6, Downgraded to Caa2 from B3 -- Cl. I-M-7, Downgraded to Caa3 from Caa2 -- Cl. II-A-1, Downgraded to Aa1 from Aaa -- Cl. II-A-2, Downgraded to A3 from Aaa -- Cl. II-A-3, Downgraded to Baa2 from Aaa -- Cl. II-M-1, Downgraded to B1 from Aa1; Placed Under Review for further Possible Downgrade -- Cl. II-M-2, Downgraded to B2 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. II-M-3, Downgraded to B2 from Aa3; Placed Under Review for further Possible Downgrade -- Cl. II-M-4, Downgraded to B3 from Ba1; Placed Under Review for further Possible Downgrade -- Cl. II-M-5, Downgraded to Caa1 from B3 -- Cl. II-M-6, Downgraded to Caa2 from B3 -- Cl. II-M-7, Downgraded to Caa3 from Caa1 -- Cl. II-M-8, Downgraded to Ca from Caa2 Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC1 -- Cl. M-6, Downgraded to Ba3 from Baa2 -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for further Possible Downgrade -- Cl. M-8, Downgraded to Caa1 from Ba3 -- Cl. M-9, Downgraded to Caa2 from B3 Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC2 -- Cl. M-7, Downgraded to B1 from Baa3 -- Cl. M-8, Downgraded to B3 from Ba2; Placed Under Review for further Possible Downgrade -- Cl. M-9, Downgraded to Caa1 from B3 Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE1 -- Cl. I-M-6, D