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         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 21, 2008, Vol. 12, No. 94

                             Headlines

ABITIBI-CONSOLIDATED INC: Admits Bankruptcy Filing Possible
ACCEPTANCE INSURANCE: District Court Orders Rehabilitation of Unit
ADVANCED MICRO: Posts $358 Mil. Net Loss in First Quarter of 2008
ALASKA COMMUNICATIONS: Closes $125MM Offering of Notes Due 2013
ALERIS INTERNATIONAL: S&P Puts 'B+' Rating Under Negative Watch

ALLIANCE FILM: Weak Liquidity Triggers S&P to Junk Credit Rating
ALOHA AIRLINES: Company Pilots Seek Injunctive Relief From Court
ALOHA AIRLINES: May Employ Char Sakamoto as Special Corp. Counsel
ALOHA AIRLINES: May Employ David C. Farmer as Local Counsel
AMCORE FINANCIAL: Poor Trends Cue Fitch to Cut ID Rating to BB+

AMERICAN HOME: Parties Object to BofA and Creditors Committee Deal
AMERICAN HOME: Files Objections to 63 Claims
AMERIQUEST MORTGAGE: Fitch Chips Ratings on 15 Certificate Classes
AMPEX CORP: Gets Nasdaq Delisting Notice on Chapter 11 Filing
AMSCAN HOLDINGS: Earns $19.3 Million in Year Ended Dec. 31

ASAHI GLASS: Closes 40% North American Biz Over "Substantial" Loss
ASSET BACK: Fitch Downgrades Ratings on $509.6MM Certificates
ATA AIRLINES: U.S. Trustee Appoints Creditors Committee
ATA AIRLINES: Asks Court to Amend BMC Employment Order
ATA AIRLINES: Wants to Reject Aircraft & Spare Engine Leases

ATLANTIS SYSTEMS: Furnishes Bi-Weekly Report on Default Status
A PHILLIPS HAULING: Case Summary & 13 Largest Unsecured Creditors
B&T INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
BARLOW PROJECTS: Voluntary Chapter 11 Case Summary
BASIS YIELD: Grant Thornton to Lodge Claim for Assets

BASIS YIELD: Foreign Reps Seek Dismissal of Chapter 15 Case
BLOCKBUSTER INC: CEO Keyes' $5.6MM Pay Lower than Predecessor's
BLUE WATER: Creditors Committee Appeals Final DIP Order
BLUE WATER: Wants to Pay Incentives to Critical Employees
BNC MORTGAGE: Higher Delinquencies Prompt Moody's 55 Rating Cuts

CANADIAN TRUSTS: CCAA Stay Order Extended Until May 31, 2008
CANADIAN TRUSTS: Ernst & Young Delivers Second Status Report
CERES CAPITAL: Seeks Chapter 11 Protection; Files Prepackaged Plan
CERES CAPITAL: Case Summary & 9 Largest Unsecured Creditors
CHASE COMMERCIAL: Moody's Pares Ratings on Class I Certificates

CHENIERE ENERGY: Advanced Talks Cue S&P's Negative Watch
CONSECO INC: Moody's Reviews 'Baa3' Ratings For Possible Downgrade
CORFAB OF FLORIDA: Voluntary Chapter 11 Case Summary
CONTINENTAL AIRLINES: Posts $80 Mil. Net Loss in First Qtr. 2008
DAN RIVER: To Wind Down Home Fashion Business

DAN RIVER: Case Summary & 30 Largest Unsecured Creditors
DARREN PRESLEY: Voluntary Chapter 11 Case Summary
DELPHI CORP: Plastech Wants to Return Tooling to Delphi Automotive
DELTA FINANCIAL: Court Extends Plan Filing Period to June 16
DOLE FOOD: S&P Lifts Debt Rating to B- and Puts '4' Recovery Rtng.

DUNMORE HOMES: Court Allows Committee to Examine Sidney Dunmore
DUNMORE HOMES: Travelers Casualty May View "Bonded Projects" Docs
DURA AUTOMOTIVE: Wants to Implement Canadian Restructuring
EASTSHORE DEVELOPMENT: Case Summary & Nine Largest Creditors
EDUCATION RESOURCES: Gets OK on EPIQ as Claims and Noticing Agent

EDUCATION RESOURCES: Can File Schedules and Statements by June 23
EDUCATION RESOURCES: Court Initial OKs Grant Thornton as Advisors
ENCORE CREDIT: Moody's Downgrades Ratings on Seven Tranches
EYE CARE: Entry in Chicago Market Prompts S&P to Lift Ratings
FERNANDEZ MOLEDO: Case Summary & 37 Largest Unsecured Creditors

FIRST MARBLEHEAD: BofA Exits Student Loan Biz, Ends Company Deal
FOAMEX INT'L: Names David J. Lyon to Board of Directors
FORD MOTOR: Rising Sales Spur Increased Production at Wayne Plant
FREMONT HOME: Delinquencies Cue Moody's 112 Rating Downgrades
FREMONT GENERAL: Trustee's Notice Cues Fitch to Put Default Rating

FRONTIER LEASING: Seven Cert. Classes Get Moody's Rating Reviews
GENERAL MOTORS: Delta Township Plant Workers Rally, Talks Resume
GENERAL MOTORS: Plastech Complains About Tooling Repossession
GENERAL MOTORS: Delta Township Factory Workers Walk Off from Jobs
GERARDO TOSCANINI: Case Summary & 14 Largest Unsecured Creditors

GRAND CIRCLE: Moody's Withdraws All Ratings on Cancelled Deal
GPS INDUSTRIES: Dec. 31 Balance Sheet Upside Down by $514,000
GSCP LP: Moody's Downgrades Senior Debt Rating to 'B3' From 'B2'
HANCOCK FABRICS: Posts $27.9 Mil. Net Loss for Year Ended Feb. 2
HESS FARM: Involuntary Chapter 11 Case Summary

INTEREP NATIONAL: Gets Final OK on $25MM Silver Point DIP Loan
INTERSTATE BAKERIES: Executes Amendment on DIP Maturity Extension
INTERSTATE BAKERIES: Wants Confirmation Hearing Adjourned Sine Die
ISAAC OYEWOLE: Case Summary & Eight Largest Unsecured Creditors
ISCHUS SYNTHETIC: Moody's Junks Ratings on Four Classes of Notes

JAMES SCHOLLMEYER: Case Summary & Seven Largest Unsec. Creditors
JPMORGAN ALTERNATIVE: S&P Cuts Rating to CCC on Class C-B-5 Certs.
KMART CORP: BofA Won't Extend L/C Facility on Existing Terms
KRISPY KREME: Posts Fourth Quarter Net Loss of $31.8 Million
LASALLE COMMERCIAL: S&P Junks Ratings on Two Certificate Classes

LB-UBS COMMERCIAL: S&P Affirms Ratings on 20 Certificate Classes
LINENS 'N THINGS: Hires Financo Inc. to Help in Evaluating Options
MANCHESTER INC: Files Chapter 11 Plan and Disclosure Statement
MASTR TRUSTS: 212 Tranches Get Moody's Rating Cuts on Delinquency
MERIT LANCASTER: Expects to File for Chapter 7 Bankruptcy

MERRILL LYNCH: Posts $1.9 Bil. 1Q Net Loss; To Lay Off 4,000 Staff
MERRILL LYNCH: S&P Lowers Ratings on Eight Note Classes
MISSOURI FLAT: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Confirms Low-B Ratings on Six Classes
MORGAN STANLEY: Moody's Downgrades Ratings on 35 Classes of Certs.

MOTHERS WORK: Moody's Gives Negative Outlook; Cuts Rating to 'B3'
NASH FINCH: Secures $300 Million Revolving Credit Facility
NEW CENTURY: Moody's Cuts Ratings on 43 Tranches on Delinquencies
NEW CENTURY: Four Classes of Certificates Get Moody's Junk Ratings
NORTHWEST AIRLINES: Court Releases $3.9 Mil. to Capp Seville

PEACE ARCH: Posts C$936,000 Net Loss in 2nd Quarter Ended Feb. 29
PLASTECH ENGINEERED: Sec. 341 Meeting of Creditors Moved to May 7
PLASTECH ENGINEERED: Wants to Return Tooling to Delphi Automotive
PLASTECH ENGINEERED: Mulls Sale of Exterior Parts & Stamping Units
POTLATCH CORP: Business Separation Cues S&P's Developing Watch

POWERMATE HOLDINGS: Gets Final Nod to Access $15 Million Facility
POWERMATE HOLDING: Seeking to Recover $4 Million From Lowe's
PRC LLC: Files Supplement Site Consolidation Incentive Plan
PRC LLC: Committee Wants to Employ Halperin as Conflicts Counsel
PRC LLC: Inks Stipulation Resolving Pact With Spirit Airlines

PRESIDENTIAL LIFE: Moody's Reviews 'B2' Rating For Likely Upgrade
REDENVELOPE INC: Files for Ch. 11; Applies For $4.5MM DIP Facility
REDENVELOPE: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL ASSET: Fitch Junks Ratings on 16 Certificate Classes
RITE AID: Compensation Panel Approves 2009 Bonus Plan

SEARS HOLDINGS: BofA Won't Extend L/C Facility on Existing Terms
SHARPER IMAGE: Enters Into Premium Finance Agreement with AICCO
SHARPER IMAGE: Agent Asks Court to Enforce Sales Protocol
SHARPER IMAGE: Withdraws Motion Against Calif. Attorney General
SHARPER IMAGE: U.S. Trustee Objects to Hiring of Conway Del Genio

SIRVA INC: Completes Sale of U.K., Ireland Operations to TEAM
SIRVA INC: Court Lifts Stay on 360networks Panel's Preference Case
SIRVA INC: OOIDA Wants to be Reclassified as Class 4 Claimants
SIRVA INC: Triple Net's Unsecured Claim Fixed at $2,021,546
SIX FLAGS: Attendance Grew 19% in 2008 First Quarter vs. 2007

SOUTHWEST PRECISION: Files for Chapter 11 Protection
SUGO! 44-5TH: Case Summary & Nine Largest Unsecured Creditors
SUMMIT GLOBAL: Court Approves Examiner's Plea to Escrow Funds
SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Special Purpose Unit Defaults on $30MM Notes

TOUSA INC: Period to Remove Civil Actions Extended to July 27
TROPICANA ENT: S&P Chips Corp. Credit Ratings to CCC- from CCC
UAL CORPORATION: Remains Open to Industry Consolidation
UAL CORPORATION: Kirkland & Ellis Has Custody of Restricted Files
UAL CORPORATION: March 2008 Status Report on Plan Consummation

WENDY'S INT'L: Drops Buyout Proposals of Trian Fund and Triarc Cos
WESTLUND ENGINEERING: Case Summary & 20 Largest Unsec. Creditors
WESTMORELAND COAL: Completes 2006 and 2007 Financials Restatement
WILL PERRY: Case Summary & 19 Largest Unsecured Creditors
ZIFF DAVIS: Committee Seeks to Retain Cohen Tauber as Counsel
ZIFF DAVIS: Will Have Enough Cash to Fund Biz & Case, Counsel Says

* Moody's Reports Negative Outlook on Asset Management Industry
* Moody's Provides Update on Corporate Default Rate Outlook
* S&P Lowers Ratings on 41 Classes from Six RMBS 2006 Transactions
* S&P Lowers Ratings on Eight Classes of ABS Certificates

* Delta-Northwest Merger Stirs Broader Changes in Airline Industry
* More & More Hospitals at the Brink of Bankruptcy, Reports Say
* Wilbur Ross Intends to Round Up Investors to Buy Troubled Banks
* Bankruptcy Filings Up 100% in Sacramento Valley, Reports Say

* Two New Associates Join Perkins Coie's Chicago Office
* Four Attorneys Join Allen Matkins Leck Gamble Mallory & Natsis
* William Holzman Joins Stahl Cowen Crowley Addis as Partner
* Burns & Levinson Creates Subprime Advisory Team

* BOND PRICING: For the Week of Apr. 14 - Apr. 18, 2008

                             *********

ABITIBI-CONSOLIDATED INC: Admits Bankruptcy Filing Possible
-----------------------------------------------------------
Abitibi-Consolidated Inc. may seek protection under or be forced
into a proceeding under Canada's Companies' Creditors Arrangement
Act, the U.S. Bankruptcy Code, or both, in the event of any
combination of an inability to repay its 2008 debt maturities or
an acceleration of its indebtedness under its credit facilities,
the company disclosed in a regulatory filing with the Securities
and Exchange Commission on March 31, 2008.

                       Liquidity Shortfall

As reported in the Troubled Company Reporter on March 28, 2008,
the company said it was experiencing a liquidity shortfall and
faces significant near-term liquidity challenges.  The company has
US$346 million of long-term debt that matures in 2008:

   -- US$196 million principal amount of 6.95% Senior Notes due
      April 1, 2008, and

   -- US$150 million principal amount of 5.25% Senior Notes due
      June 20, 2008.

The company's revolving bank credit facilities with commitments
totaling C$710 million mature in the fourth quarter of 2008.  None
of these debts has been refinanced.

As of Feb. 29, 2008, the company had cash of approximately
C$153 million (excluding C$24 million of restricted cash) and
undrawn amounts under its bank credit facilities of approximately
C$62 million.  The company's parent, AbitibiBowater is a holding
company and does not have any operations or existing sources of
liquidity.  If Abitibi is unable to secure adequate new financing,
it will be unable to make the near term mandatory repayments when
due.

In July 2007, the company amended its credit agreement to waive
its interest coverage ratio requirement until the end of the
second quarter of 2008.  The company is currently in compliance
with the net funded debt to total capitalization covenant, under
its credit agreement at Dec. 31, 2007; however, there can be no
assurance that it will remain in compliance in the near term in
light of the above factors and its forecast of continued operating
losses.  

Based on current forecasts, the company expects to be in default
with its net funded debt to total capitalization covenant to be
measured as of the end of the first quarter of 2008.

Failure to comply with the financial or other covenants of the
company's credit facilities could result in the outstanding
borrowings under these facilities becoming immediately due and
payable.  

                 About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
-- http://www.abitibiconsolidated.com/-- is engaged in the  
production of newsprint and specialty papers and is also a major
producer of wood products.  The company's operations are currently
comprised of 15 pulp and paper mills, 19 sawmills, four
remanufacturing facilities, two engineered wood facilities and
eight hydroelectric plants in Canada, the United States and the
United Kingdom.  The company supplies products to a diverse group
of customers worldwide, marketing its products in over 70
countries.  

The company is also among the world's largest recyclers of
newspapers and magazines and are responsible for the forest
management of approximately 16 million hectares of third-party
certified sustainable forest land.

On Oct. 29, 2007, the company combined with Bowater in a merger of
equals to form AbitibiBowater.  As a result of the combination,
the company and Bowater became subsidiaries of AbitibiBowater.
AbitibiBowater is the largest producer of newsprint in the world
by capacity and one of the largest publicly traded pulp and paper
manufacturers in the world.

At Dec. 31, 2007, the company's consolidated balance sheet showed
C$6.572 billion in total assets, C$5.026 billion in total
liabilities, and C$1.546 billion total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ac1

                          *     *     *

For the year ended Dec. 31, 2007, the company reported a net loss
of C$714 million, negative cash flows from operating activities of
C$468 million and reported an accumulated deficit of
C$1.591 billion as at Dec. 31, 2007.  The company has a total of
US$346 million of long-term debt that matures in 2008.  The
company also has revolving credit facilities with commitments
totalling C$710 million maturing in the fourth quarter of 2008.  
None of these debts have yet been refinanced.

These circumstances lend substantial doubt as to the ability of
the company to meet its obligations as they come due and,
accordingly, substantial doubt as to the appropriateness of the
use of accounting principles applicable to a going concern.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Fitch Ratings has downgraded the Issuer Default Rating of Abitibi-
Consolidated Inc.to 'CC' from 'CCC', its Senior unsecured debt to
'CC/RR4 from 'CCC/RR4', and its Secured revolver to 'CCC-/RR3'
from 'CCC+/RR3'.  The ratings remain on Rating Watch Negative.


ACCEPTANCE INSURANCE: District Court Orders Rehabilitation of Unit
------------------------------------------------------------------
On April 10, 2008, the United States District Court for the
District of Nebraska granted the request of the Nebraska
Department of Insurance to rehabilitate Acceptance Insurance
Company, a wholly owned subsidiary of Acceptance Insurance
Companies Inc.  The Court also appointed a rehabilitator and
granted an injunction.

Pursuant to the order, among other things, the rehabilitator has
all the power of the directors and officers of AIC, and is vested
with title to all of the property, contracts, rights of action and
all of the books and records of AIC.  The rehabilitator can take
possession and control of AIC's assets and administer them.

As part of the order, AIC is enjoined from transacting further
business except as directed by the rehabilitator, transferring its
assets and property, or instituting or further prosecuting any
actions or proceedings.  Although it is possible that AIC could
remain in rehabilitation for some time, emerge from rehabilitation
or be ordered into liquidation, among other possibilities, it is
unknown whether or not any of these possibilities will occur and,
if they do, when they will occur.

Granite Reinsurance Company, Ltd., a Barbados reinsurer, filed a
proof of claim against AICI in its Chapter 11 proceeding, claiming
AICI owed it $9 million of premium, plus interest, pursuant to an
MPCI Stop Loss Reinsurance Contract issued by Granite Re.  
Subsequently, Granite Re filed a complaint in the District Court
against AICI's wholly owned subsidiary, Acceptance Insurance
Company, alleging AIC also was liable to Granite Re on the same
Contract.

By consent, the district court transferred Granite Re's proceeding
against AIC to the United States Bankruptcy Court for the District
of Nebraska, which consolidated the proceeding with proceedings in
AICI's Chapter 11 proceeding as Adversary Proceeding No. A06-8015.  
AICI thereafter initiated a separate adversary proceeding against
Granite Re asserting a claim for unjust enrichment (Adv. Pro. No.
A06-8115).  AICI asserted the Contract lacked consideration, and
that Granite Re had been unjustly enriched by the $6 million AICI
paid to Granite Re for reinsurance Granite Re did not in fact
provide.

All issues associated with Granite Re's proof of claim asserted
against AICI, Granite Re's adversary complaint against AIC, and
AICI's adversary complaint against Granite Re were consolidated
for discovery and trial.

On May 9, 2007, the Bankruptcy Court ruled that:

   (i) Granite Re has no right to premiums claimed and AICI and
       AIC have no right to a refund of premiums paid;

  (ii) the adversary proceedings of Granite Re and AICI will be
       dismissed and

(iii) the Granite Re claim filed in the bankruptcy case will be
       denied.

Subsequently, the ruling was appealed by Granite Re to the United
States Bankruptcy Appellate Panel for the Eighth Circuit.

On March 12, 2008, the Appellate Court:

   (i) reversed the Bankruptcy Court's judgment that Granite Re
       was not entitled to receive the $9 million of premium, plus
       interest and

  (ii) affirmed that AICI has no right to the refund of the
       premiums paid (In re: Acceptance Insurance Companies Inc.,
       United States Bankruptcy Appellate Panel for the Eighth
       Circuit, Nos. 07-6027, 6029).

On April 2, 2008, the Appellate Court granted AICI and AIC's
motion for a stay with respect to the court's March 12, 2008
ruling, but conditioned the stay on the posting of a supersedeas
bond in the amount of $15 million no later than April 12, 2008.  
The posting of the bond required the approval of the Nebraska
Department of Insurance.  On April 3, 2008, the DOI denied a
request by AIC for approval to post the bond.  On April 7, 2008,
the Appellate Court denied AIC's request that it reconsider its
requirement for AIC to post the bond as a condition to staying the
court's March 12 ruling.  On April 7, 2008 the DOI filed in the
District Court for Lancaster County, Nebraska (Case No: CI 08-
1434) a petition for an order of rehabilitation and request for
injunction with respect to AIC.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates--
Acceptance Insurance Services, Inc. and American Agrisurance, Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC LLO.
represent the the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.  As of December 2007, the Debtor
listed $36,326,172 in total assets and $138,187,943 in total
debts.


ADVANCED MICRO: Posts $358 Mil. Net Loss in First Quarter of 2008
-----------------------------------------------------------------
Advanced Micro Devices Inc. reported first quarter 2008 revenue of
$1.5 billion; a net loss of $358.0 million, which is the company's
sixth consecutive quarterly net loss; and an operating loss of
$264.0 million.  First quarter revenue decreased 15% compared to
the fourth quarter of 2007 and increased 22% compared to the first
quarter of 2007.

In the fourth quarter 2007, AMD reported revenue of $1.7 billion,
a net loss of $1.7 billion, and an operating loss of $1.6 billion.  
In the first quarter 2007, AMD reported revenue of $1.2 billion, a
net loss $611.0 million, and an operating loss of $504.0 million.

"A seasonally weak first quarter was amplified by a challenging
economic environment for consumers and lower than expected
revenues of previous generation products, resulting in lower than
expected revenues in all business segments," Robert J. Rivet,
AMD's Chief Financial officer, said.  "However, we are encouraged
by the market acceptance of our Quad-Core AMD Opteron(TM) server
processors as well as our new chipset and graphics offerings.  We
remain committed to achieve operating profitability in the second
half of the year, driven by our portfolio of new products and
platforms and aggressive restructuring programs."

First quarter 2008 gross margin was 42% compared to 44% in the
fourth quarter of 2007 and 28% in the first quarter of 2007.  The
decrease from the prior quarter was primarily due to decreased
microprocessor unit shipments.

At March 29, 2008, the company's balance sheet showed total assets
of $11.2 billion and total liabilities of $8.5 billion, resulting
in a $2.6 billion stockholders' equity.  Equity, as of Dec. 29,
2007, was $2.9 billion.

Damon Poeter of ChannelWeb relates that an AMD spokesperson
confirmed that as part of streamlining the company's 16,420
workforce, it displaced 420 employees, including 215 in a non-
manufacturing site in Austin, Texas.  Don Clark of The Wall Street
Journal reported that AMD is mulling over a sale of some non-core
assets.

                      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.


ALASKA COMMUNICATIONS: Closes $125MM Offering of Notes Due 2013
---------------------------------------------------------------
Alaska Communications Systems Group Inc. closed the sale of
$125 million in 5.75% convertible notes due March 1, 2013, which
includes the full exercise of the initial purchasers' over-
allotment option to purchase $15 million convertible notes.  The
notes were sold in a private placement pursuant to Rule 144A under
the Securities Act of 1933.

The notes are unsecured obligations of Alaska Communications,
subordinate to its obligations under its senior credit facility,
will pay interest semi-annually and will be convertible upon
satisfaction of certain conditions.  Upon conversion, holders will
receive an amount in cash, shares of Alaska Communications common
stock or a combination of cash and shares of the company's common
stock.  The notes are guaranteed by substantially all of Alaska
Communications' existing subsidiaries.  Holders of the notes will
have the right to require the company to repurchase all or some of
their notes at 100% of their principal, plus any accrued interest,
upon the occurrence of certain events.

The company also entered into convertible note hedge transactions
with an affiliate of one of the initial purchasers and certain
other financial institutions for the purpose of reducing the
potential dilution to common stockholders.  Alaska Communications
entered into warrant transactions with the same counterparties.   
The convertible note hedge and warrant transactions increase the
initial effective conversion price of the notes to approximately
$16.42 per share of common stock.

               About Alaska Communications Systems

Based in Anchorage, Alaska, Alaska Communications Systems Group --
http://www.acsalaska.com/-- provides integrated communications in   
Alaska, offering local telephone services, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.  The company owns and operates its
infrastructure for local and long-distance telephone, Internet and
wireless services.  It also operates a statewide wireless network
using code division multiple access technology, through which it
offers very high-speed mobile data using third-generation
evolution data optimized technology.  In addition, ACS Group
offers satellite television through its partnership with DISH
Network.  The company operates in four segments: local telephone,
which provides landline telecommunications services; wireless,
which provides wireless telecommunications service; Internet,
which provides Internet service and advanced Internet protocol-
based private networks, and interexchange, which provides switched
and dedicated long-distance services.

                           *     *     *

Alaska Communications reported $562,321,000 in total assets and
$587,010,000 in total liabilities, reflecting a $24,689,000
stockholders' deficit, as of December 31, 2006.

As reported by the Troubled Company Reporter on February 28, 2008,
the company said that in the course of its 2007 annual review of
financial results and application of financial controls,
management identified errors in the company's previously reported
depreciation expense for fiscal years 2006 and 2007.  Accordingly,
the company said it expects the restatement of its 2006 and 2007
financial results.  The company expects no significant changes to
previously reported revenues, EBITDA or cash flows; however,
previously reported depreciation expense and net income will
change.


ALERIS INTERNATIONAL: S&P Puts 'B+' Rating Under Negative Watch
---------------------------------------------------------------
On April 17, 2008, Standard & Poor's Ratings Services placed its
ratings for Aleris International Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
     
"The CreditWatch listing reflects our assessment that the weak
end-market demand in the company's North American rolled and
extruded products segment is likely to continue over the next
several quarters," said Standard & Poor's credit analyst Maurice
Austin, "primarily because of weaker demand for building and
construction, distribution, and transportation products.  This,
combined with increased debt balances due to the company's
aggressive growth strategy over the past few years, has resulted
in credit measures that we would consider to be weak for the
rating."
     
In resolving the CreditWatch listing, S&P will review the
company's near-term operating and financial strategy in light of
the difficult operating conditions and evaluate its cash flow
generation capability.


ALLIANCE FILM: Weak Liquidity Triggers S&P to Junk Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and first-lien issue ratings on Toronto-based Alliance Film
Holdings Inc. (formerly known as 6811540 Canada Inc.) to 'CCC'
from 'B-'.  At the same time, S&P lowered the issue rating on the
second-lien debt to 'CC' from 'CCC'.  All ratings remain on
CreditWatch with negative implications, where they were placed
Dec. 27, 2007.
     
The recovery rating on the first-lien debt is unchanged at '3',
indicating a meaningful (50%-70%) recovery in a default scenario.  
The recovery rating on the second-lien debt is also unchanged at
'6', indicating a negligible (0%-10%) recovery in a default
scenario.  
     
"The rating action reflects our concerns about the company's very
weak liquidity and operating results, as well as the likelihood
that it will not be able to meet its financial covenants for the
quarter ending June 30, 2008," said Standard & Poor's credit
analyst Greg Pau.  An obligation rated 'CCC' is vulnerable to
nonpayment and dependent on favorable conditions to meet its
financial obligations.
     
Alliance Film's pro forma EBITDA for the full-year 2007 was
materially lower than the projected amount, largely due to the
underperformance of expensive output deal pictures, lower-than-
expected television library sales, and a generally weak
industrywide film slate.  As a result, S&P estimated adjusted debt
to EBITDA to be about 10x for 2007, compared with the original
estimate of about 6x.  The company now projects that it might not
be able to meet the term loan covenant requirement to be measured
on a rolling-12-month basis as of June 30, 2008.  This could lead
to a possible acceleration in debt repayment that could threaten
the company's going concern unless the covenant is waived or met
by an additional equity injection.
     
The company's operating cash flow will remain constrained by its
heavy debt burden, unpredictable movie box office performance, and
continued weakness in television library sales.  In addition, the
company has poor earnings visibility because of the uncertainty
surrounding the success of the motion picture slate in any given
year.  Hence, the company's ability to avoid a payment default and
to execute its business plan will be contingent upon cash
injections from investors and continued support from its creditors
in agreeing to waive or amend the financial covenants.
     
Alliance Film is a new company that was formed on Aug. 15, 2007,
to enable sponsor GS Capital Partners VI LP, a private equity
affiliate of New York-based Goldman, Sachs & Co., and Toronto-
based Edgestone Capital Partners, to acquire the Movie
Distribution Income Fund.  Edgestone's equity interest was
subsequently sold to Montreal-based Societe Generale de
Financement du Quebec in January 2008.


ALOHA AIRLINES: Company Pilots Seek Injunctive Relief From Court
----------------------------------------------------------------
The Aloha Airlines pilots, represented by the Air Line Pilots
Association, International, filed a complaint in U.S. Bankruptcy
Court seeking injunctive relief against the airline.  ALPA asserts
that Aloha Airlines management's total disregard for pilots'
collective bargaining agreement during the past few weeks has
triggered a "major dispute" under the Railway Labor Act, which
governs airline contract negotiations.  ALPA seeks an order from
the Court to force Aloha Airlines to comply with its contract.

ALPA will continue efforts to resolve the major dispute with
management, but if no agreement is reached by 12:01 a.m. on
April 26, 2008, ALPA and the Aloha pilots may, after following all
of ALPA's internal preliminary procedures, strike any or all of
Aloha's operations.

"ALPA is ready to take any steps necessary to ensure that our
contract is upheld by this management," Capt. John Prater,
president of ALPA, said.  "The Aloha pilots have always displayed
the highest sense of loyalty and support for this union, their
fellow employees and their company."

"We can't prevent Aloha Airlines from ceasing its passenger
operations, but we can prevent this management from unlawfully
rejecting the legally binding contract they negotiated with their
pilots," Capt. Prater continued.

ALPA alleges that the company, through its actions and expressed
statements of its president and chief executive officer, continues
to repudiate the pilots' collective bargaining agreement by
terminating pilots out of seniority order, failing to provide
furlough pay and benefits, terminating the pilots' health plan,
recalling pilots out of seniority order, and failing to respect
job security provisions that require a prospective purchaser to
employ the current pilots in seniority order, among other things.

"Aloha has violated, and continues to violate, its obligations to
make every reasonable effort to maintain the working conditions of
the Aloha pilots pursuant to the contract," Capt. David Bird,
chairman of the Aloha arm of ALPA, said.  "We ask the court to
recognize these violations and order the company to comply with
the contract."

Since the company first filed for Chapter 11 protection, Aloha
pilots agreed to a 20 percent pay cut, productivity enhancements,
and a 2-year "freeze" on their pension plan, which has since been
terminated.  Aloha pilots gave more than $12 million worth of
concessions to the airline to support its previous restructuring
efforts to ensure stability and profitability.

Even after this recent bankruptcy filing, Aloha pilot leaders were
willing to meet with management to explore every avenue necessary
to assist the company in negotiating with prospective suitors.   
Management has continued to ignore every offer.

                        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., and David C. Farmer, Esq., represent the Debtors in their
restructuring efforts.  No creditors' committee, trustee, or
examiner has been appointed in these cases.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts of $100 million to $500 million.


ALOHA AIRLINES: May Employ Char Sakamoto as Special Corp. Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
granted Aloha Airlines Inc. and its debtor-affiliates permission
to employ Char Sakamoto Ishii Lum & Ching as their special
corporate counsel, nunc pro tunc to the petition date.

Among other things, the Debtors will need Char Sakamoto's
assistance to represent the Debtors in connection with general
corporate matters, including, without limitation, representing the
Debtors in negotiations with potential purchasers of the Debtors'
assets, negotiations with Aloha's aircraft and equipment lessors,
employees, as well as in connection with governmental and
legislative issues.

Elizabeth A. Ishii, Esq., a shareholder and director at Char
Sakamoto, told the Court that the firm neither holds or represents
any interests adverse to the Debtors and their estates, and that
the firm is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code.

Char Sakamoto will charge for its services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered.

                      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.  No
creditors' committee, trustee, or examiner has been appointed in
these cases.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $100 million
to $500 million.


ALOHA AIRLINES: May Employ David C. Farmer as Local Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii gave
Aloha Airlines Inc. and its debtor-affiliates permission to employ
David C. Farmer Attorney at Law LLC, as their local general
counsel, nunc pro tunc to their bankruptcy filing.

DCF will, among other things, assist the Debtors in stabilizing
business operations, implementing a communications program with
the Debtors' customers and suppliers, negotiating with key
creditor constituencies, utilizing the tools available in chapter
11 to restructure the Debtors' operations, addressing issued
related to the "first day" hearing and related orders,
constructing a business plan and plan of reorganization, and
defining the Debtors' strategy going forward.

David C. Farmer, Esq., the sole member of DCF, told the Court that
his firm neither holds or represents any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

DCF's professionals bill:

     David C. Farmer, Esq.     $325 per hour
     Paralegals                 $95 per hour

Mr. Farmer told the Court that in the one-year period prior to the
Debtors' bankruptcy filing, DCF received total payments of
$84,534.75 from the Debtors.  DCF has applied these amounts in
full payment of its pre-petition fees and expenses, and the
remaining amount of $44,417 will be held by the firm in the form
of a $34,417 retainer and $10,000 cost deposit.

On March 20, 2008, DCF received a $8,100 wire transfer directly
from GMAC Commercial Finance LLC on account of DCF's December 2007
and January 2008 invoices to the Debtors aggregating $8,112.57.  
DCF is waiving its claim against the Debtors for the amount of its
invoices in excess of $8,100 so as to remain disinterested and
eligible to serve as counsel to the Debtors in these cases.

                      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., represent the Debtors
in their restructuring efforts.  No creditors' committee, trustee,
or examiner has been appointed in these cases.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts of $100 million to $500 million.


AMCORE FINANCIAL: Poor Trends Cue Fitch to Cut ID Rating to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded these long- and short-term Issuer
Default Ratings on AMCORE Financial, Inc. and AMCORE Bank, N.A.:

AMFI
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from F3'.

AMCORE Bank
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from F3'.

In addition, Fitch has revised the Rating Outlook to Negative from
Stable.

Fitch has downgraded AMFI's ratings and revised the company's
Rating Outlook given deteriorating trends in asset quality and
concerns regarding the severity of the impending credit-related
regulatory action.  AMFI's level of nonperforming assets at
March 31, 2008 increased to 2.98% of loans, up significantly from
year-end 2007.  The deteriorating asset quality pressured
earnings, and AMFI reported a significant loss for the quarter.  
Fitch expects earnings to remain pressured throughout 2008 with
higher levels of nonaccrual assets and charge-offs.

In addition to operating with higher levels of problem credits,
AMFI will be faced with challenges posed by an impending Written
Agreement with regulators, which is related to weaknesses in the
bank's commercial lending area.  This regulatory action will
require the bank to improve credit underwriting and administration
practices, and could potentially lead to the identification of
higher levels of problem credits in the future.  AMFI's exposure
to the commercial real estate and residential construction markets
elevates the company's risk profile in light of a worsening credit
environment, and the Negative Outlook reflects the potential for
further deterioration over the next few quarters as the credit
cycle progresses.

AMFI's capital base, good funding profile, and strengthened
reserve provide support for the credit at the new rating level.  
The funding profile is sound with a reasonable reliance on
wholesale sources and a strong market share in its home market of
Rockford, Illinois.  Positively, AMFI continues to transform its
executive management team by adding experienced industry veterans
from larger Midwest banking institutions.  In the last 12 months,
AMFI has replaced its CEO, president, and CFO, and installed new
leadership in three of its four business lines.  Although AMFI's
new CEO has served as a board member for AMFI since 1997, he has
no other direct banking experience.

Fitch downgraded these ratings, with a Negative Outlook:

AMCORE Financial, Inc.
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C' from 'B/C'.

AMCORE Bank, N.A.
  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C' from 'B/C';
  -- Long-term deposits to 'BBB-' from 'BBB';
  -- Short-term deposits to 'F3' from 'F2'.

In addition, Fitch affirmed these:

AMCORE Financial, Inc.
AMCORE Bank, N.A.
  -- Support '5';
  -- Support Floor 'NF'.


AMERICAN HOME: Parties Object to BofA and Creditors Committee Deal
------------------------------------------------------------------
American Home Mortgage Investors Corp., AHM Acquisition Co., Inc.,
and the United States Trustee for Region 3 have stated their
positions regarding a settlement stipulation with respect to the
limited use of cash collateral by American Home and its debtor-
affiliates.

                 The Settlement Stipulation

The Official Committee of Unsecured Creditors and Bank of America,
N.A., agent for certain prepetition secured parties under the
Second Amended and Restated Credit Agreement dated August 10,
2006, jointly asked the Court to approve a stipulation that
resolves all remaining issues with respect to BofA's collateral.

The parties have agreed to settle issues relating to Prepetition
Secured Parties' interests in the Debtors' REO property, certain
prepetition collateral, and certain fees and costs for the
reduction of the Debtors' indebtedness to BofA, which as of the
Petition aggregated more than $1,000,000,000.

Pursuant to the Court's order approving the Debtors' use of the
cash collateral, BofA has received proceeds from the Debtors'
sale of certain collateral, which proceeds BofA applied in
permanent reduction of the Indebtedness.

The principal remaining Collateral to be sold consists of 3,400
residential mortgage loans with outstanding amounts aggregating
$584,000,000.

The salient terms of the Stipulation are:

   -- The parties established a "benchmark" level of Indebtedness
      of $1,082,867,194, as of the Petition Date.  After cash
      receipts from the Collateral, Court-appointed liquidating
      trustee, or any Debtor, have been paid to the Prepetition
      Secured Parties and irrevocably applied to the permanent
      reduction of the Indebtedness by an amount of
      $1,017,895,163, the remaining proceeds of the Cash Receipts
      will be shared between the Prepetition Secured Parties and
      the Debtors' bankruptcy estates;

   -- The Creditors Committee waives the right to file any
      adversary proceeding or contested matter against the
      Prepetition Secured Parties and release all claims relating
      to the Remaining Issues;

   -- The Prepetition Secured Parties:

      * waive their claims against and liens on certain
        designated REO Properties;

      * will have no responsibility for the Designated REO
        Properties; and

      * all expenses incurred or advances made in connection with
        the Designated REO Properties will be paid by the
        estates, and not from Collateral proceeds;

   -- The Creditors Committee will support BofA's request for
      relief from stay to sell the 3,400 mortgage loans, which
      act as collateral for the Debtors' prepetition obligations.
      to BofA.  With respect to all other requests, contested
      matters or adversary proceedings concerning the Collateral
      or the Prepetition Secured Parties' claims, the Creditors
      Committee will either remain neutral, or support BofA and
      the Prepetition Secured Parties, but will not oppose them;

   -- BofA's fees and expenses incurred with respect to the
      Stipulation will be paid from the Secured Parties' Share;
      and

   -- To the extent that the Prepetition Secured Parties'
      prepetition claims asserted in BofA's Claim No. 8165 are
      unsatisfied after all Cash Receipts have been applied, the
      Prepetition Secured Parties will have a deficiency claim
      with all other allowed unsecured claims against the
      estates, but not entitled to any distributions from the
      Estate Share or the Designated REO Properties.

       Parties Object to BofA and Creditors Committee Deal

A. Debtors

The Debtors object to the joint request of the Official Committee
of Unsecured Creditors and Bank of America, N.A., administrative
agent for prepetition secured parties, for entry of a final
stipulation and order resolving all remaining issues with respect
to the final order authorizing the Debtors' limited use of cash
collateral.

"Although the standards for approval of a compromise under Rule
9019 [of the Federal Rules of Bankruptcy Procedure] are not
particularly stringent, regrettably, the Settlement Stipulation
cannot clear those low hurdles," James L. Patton, Jr., Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
tells the Court.

Mr. Patton notes the Settlement purportedly offers value to
general unsecured creditors through (i) the value from the
release of BofA's claims and liens on certain designated REO
properties, and (ii) certain sharing arrangement.  

The Debtors support "the spirit of the notion" of the release of
claims and the sharing of recovery, but not its form.  Mr. Patton
points out that the Settlement's terms are skewed heavily in
favor of BofA, and to the detriment of the bankruptcy estates.  

The Debtors, therefore, say they "cannot" support the Settlement
Stipulation.

Analyzing the consideration offered by BofA against the price
agreed to by the Creditors Committee, the price being paid by the
estates is simply too high, Mr. Patton explains.  In return for
the meager and potentially illusory consideration, he says, the
Creditors Committee has agreed to:

   -- submit itself to the control of BofA for the duration of
      the complex Chapter 11 cases;

   -- relegate itself to bystander status in connection with
      several, critical matters yet-to-be decided by the Court
      related to the Collateral and BofA's asserted rights;

   -- allow and immunize from objection the amount and treatment
      of any deficiency claim in contravention of the Debtors'
      and other creditors' rights and the Bankruptcy Code; and

   -- support BofA's request for relief from stay despite the
      adverse implications that allowing BofA to control the
      disposition of the Collateral will have on the value of the
      Collateral.

The Settlement goes far beyond resolving only the issues
delegated to the Creditors Committee, Mr. Patton points out.  He
avers the Committee has exceeded its authority and standing
conferred under the Cash Collateral Order and the Bankruptcy
Code.  The Debtors tell Judge Sontchi the Settlement is not in
the best interests of the estates and should be rejected.

B. AHM Acquisition

AH Mortgage Acquisition Co., Inc., the purchaser of the Debtors'
mortgage servicing business, and WLR Recovery Fund III, L.P.,
administrative agent for certain DIP Lenders, say they do not
"generally object" to the merits of the Settlement.  The group
however, objects to a section in the Settlement that could
operate to permit non-priority, general unsecured creditors to
receive distributions while administrative claimants, and even
amounts that may become owed under the DIP Loan Agreement, remain
unpaid.

Section 3(e) of the Settlement provides that the share of cash
receipts to be paid to the estates and any proceeds of certain
designated REO properties will be held in trust for the benefit
of general unsecured creditors to be distributed pursuant to a
confirmed Chapter 11 plan or Court order.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, notes that in a situation where the
administrative claims were large enough, it could even create an
incentive for the Creditors Committee to seek conversion of the
Debtors' Chapter 11 cases to Chapter 7 to avoid having to utilize
all or part of the recoveries under the Settlement Stipulation to
pay administrative claimants.

Even if the Settlement proceeds could be said to come solely from
what would otherwise constitute a portion of the Prepetition
Secured Parties' recovery, Ms. Counihan notes that courts have
disapproved of those purported senior creditor gifts in pre-plan
Chapter 11 settlement agreements, when it could leave
administrative or priority claimants unpaid.

WLR also objects to the Settlement on concerns that certain
proceeds that will go to unsecured creditors may constitute
collateral under the DIP Loan Agreement.  Ms. Counihan notes the
DIP Lenders have been granted a lien on any proceeds of the
Prepetition Secured Parties' collateral remaining after they are
paid in full.

AHM Acquisition and WLR ask the Court to deny the Creditors
Committee and BofA's request, unless the Settlement is modified
to make clear that any outstanding obligations under the DIP Loan
Agreement and all administrative claims will be paid in full
before the general unsecured creditors will receive recoveries.

C. U.S. Trustee

Kelly Beaudin Stapleton, United States Trustee for Region 3, also
objects to Section 3(e), asserting that it is "unclear" whether
the distribution is contrary to the Bankruptcy Code's priority
scheme.  She notes that under the Bankruptcy Code, administrative
and priority unsecured claims are paid ahead of general unsecured
claims.

Ms. Stapleton cites In Myers v. Martin (In re Martin), 91 F.3d
389, 393 (3d Cir. 1996), wherein the U.S. Court of Appeals for
the Third Circuit identified four criteria in considering a
proposed settlement of estate claims.  She contends that Section
3(e) is inconsistent with Martin's fourth factor, which is "the
paramount interest of the creditors."  She adds that the proposed
distribution to general unsecured creditors is unfair to both
administrative and priority unsecured creditors, as it puts
general unsecured creditors in a better position than they would
have been if the Creditors Committee had successfully litigated
the Remaining Issues to a best-scenario close.

"Under no circumstances, however, would litigation of the
Remaining Issues to a close result in a cash payment directly to
general unsecured creditors at the expense of administrative and
priority unsecured creditors," Ms. Stapleton tells the Court.

                 Challenge Deadline Extended

In a Court-approved stipulation, the Debtors, Creditors Committee
and BofA agreed to further extend until April 18, 2008, the
deadline for the Creditors Committee to file an adversary
proceeding or contested matter seeking determination on certain
remaining issues relating to Credit Agreement.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods for American Home Mortgage Investors Corp.
and its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Files Objections to 63 Claims
--------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge, reassign, or reclassify 63 disputed claims.

After reconciling each of the proofs of claim and supporting
materials against their books and records, the Debtors have
determined that they are not liable with respect to 15 claims.  
The Debtors' books and records, which they believe to be
accurate, do not reflect that any prepetition amounts are due and
owing on account of the No Liability Claims:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Velez, Cynthia R.             521           $130,000
   Velez, Cynthia R.            6041            130,000
   Somerman, Steven M.           419             27,083
   Somerman, Steven M.           701             27,083
   Clay, Donna M.                765             22,500
   D'Angeli, Linda               821              8,996
   Knag, Paul Jr.                745              8,653
   Dycka, Christopher J.         863              2,657
   Dycka, Christopher J.        4038              2,657
   Sweeney, Ryan                 924              1,500
   Sweeney, Ryan                7468              1,500
   Rosenblatt, Katherine        6307              1,090
   Rosenblatt, Katherine        6308              1,090
   Peacock, Valorie J.           543                990
   Peacock, Valorie J.          3937                990

Certain claimants filed identical claims against multiple
Debtors.  The Debtors say that only one claim against the
appropriate Debtor should be allowed for each claimant of the 34
Multiple Debtor Claims, which include:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Hayes, James J.               106            $14,980
   Lalli, Jeanne                 260             10,096
   Matthews, George T.          2299             10,000
   Boyle, Suzanne               1002              9,728
   Boyle, Suzanne               2325              9,033

After reconciling each of the proofs of claim and supporting
materials against the Debtors' books and records, they determined
that they are not liable for the full amounts asserted in eight
claims.  Consequently, the Debtors believe that these Reduced
Claims should be disallowed and expunged in part to reduce the
claim amounts:

                                            Amount      Reduced
  Claimant                   Claim No.     Claimed       Amount
  --------                   ---------     -------       ------
  Arndt, Lisa K.                1327        $5,271       $4,943
  D'Angeli, Joseph               865         5,133        3,384
  Collins Pallwitz, Diana       7493         5,184        2,488
  Contreras, Reana              2829         1,231        1,231
  Cordero, Noel Jr.              940         1,384        1,035
  Bodie, Danna L.               4711         1,120          896
  Corbett, Heather              9043         1,355          730
  Cordts, Audra Lynn            1413         1,440          392

Similar to the Reduced Claims, the Debtors have determined that
they are not liable for the whole amounts asserted in five
claims, which should also be reassigned to the correct Debtors.  
Accordingly, the Debtors object to the Reduced Wrong Debtor
Claims, and ask the Court to disallow and expunge in part, and
reassign each of the Reduced Wrong Debtor Claims:

                         Claim      Wrong   Correct      Claim
  Claimant               Number    Debtor    Debtor     Amount
  --------               ------    ------    ------     ------
  Barney, Ivan L.         1535        --      AHMC       3,973
  Baker, Linda A.         1492      AHMHI     AHMC       2,300
  Clark, Patricia         1021        --      HSSI       3,939
  Bierd, Jessica          1198        --      AHMC       2,558
  Beall, Carol A.         1019        --      AHMC       1,282

The Debtors have further determined that Claim No. 572 asserted
by Elizabeth Dorney Brown for $1,019 should be reassigned to
Debtor American Home Mortgage Corp., and reclassified as a
priority claim.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods for American Home Mortgage Investors Corp.
and its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERIQUEST MORTGAGE: Fitch Chips Ratings on 15 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. mortgage-backed pass-through
certificates:

Series 2001-A
  -- Class A affirmed at 'AAA'.

Series 2002-A
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-B
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-C
  -- Classes AF-6, AV, & PO affirmed at 'AAA';
  -- Class M-1 affirmed at 'BBB';
  -- Class M-2 affirmed at 'CC/DR4'.

Series 2002-D
  -- Classes AF & AV affirmed at 'AAA';
  -- Class M-1 affirmed at 'A+';
  -- Class M-2 downgraded to 'BB' from 'BBB+'.

Series 2002-4
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 downgraded to 'C/DR4' from 'B'.

Series 2003-5
  -- Classes A-5 & A-6 affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class M2 affirmed at 'AA';
  -- Class M3 affirmed at 'A+'.

Series 2003-9
  -- Classes AF-2, AF-3, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB'.

Series 2003-13
  -- Class AF-4, AF-5, AF-6, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'BB' from 'BBB'.

Series 2003-AR1
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'BBB'.

Series 2004-FR1
  -- Class A-5 to A-7 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-'.

Series 2004-R7
  -- Classes A-1, A-4 & A-6 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA+';
  -- Class M-4 affirmed at 'AA';
  -- Class M-5 affirmed at 'AA-';
  -- Class M-6 affirmed at 'A+';
  -- Class M-7 downgraded to 'A-' from 'A';
  -- Class M-8 downgraded to 'BBB+' from 'A-';
  -- Class M-9 downgraded to 'BBB' from 'BBB+';
  -- Class M-10 downgraded to 'BB' from 'BBB'.

Series 2004-R8
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'BBB+' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on Rating
     Watch Negative;

  -- Class M-9 downgraded to 'B' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

Series 2004-R10
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on 'Rating
     Watch Negative;

  -- Class M-9 downgraded to 'BB' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

The affirmations, affecting approximately $2.1 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $283.4 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, $47.1 million of the
outstanding certificates are placed on 'Rating Watch Negative.'

The collateral of the transactions generally consists of fully-
amortizing fixed-rate and adjustable-rate mortgage loans extended
to subprime borrowers and secured by first-liens on one- to four-
family residential properties.  The loans were originated or
purchased by Ameriquest Mortgage Company and are serviced by Citi
Residential Lending Inc., which is rated 'RPS3+' by Fitch.

As of the March 2008 remittance date, the pool factors of the
above transactions range from 4% (series 2001-A) to 39% (series
2004-FR1).  In addition, the seasoning ranges from 42 months
(series 2004-R10) to 76 months (series 2001-A).  


AMPEX CORP: Gets Nasdaq Delisting Notice on Chapter 11 Filing
-------------------------------------------------------------
Ampex Corporation, on April 11, 2008, received notice from The
Nasdaq Stock Market that, after the company's filing of a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code on March 30, 2008, the staff of Nasdaq's Listing
Qualifications Department has determined that the company's class
a common stock will be delisted from Nasdaq unless the company
requests an appeal of the determination.

Nasdaq's determination was based upon the company's Chapter 11
filing, associated public interest concerns raised by it, concerns
regarding the residual equity interests of the company's existing
common stockholders and its ability to sustain compliance with all
of Nasdaq's continued listing requirements.

Unless Ampex appeals Nasdaq's determination, trading in its common
stock will be suspended at the opening of business on April 21,
2008, and a form 25-NSE will be filed with the commission, which
will remove the company's common stock from listing and
registration on Nasdaq.  

Ampex intends to appeal Nasdaq's determination by requesting an
oral hearing before a Nasdaq Listing Qualifications Panel.  The
company's hearing request will stay the suspension of its common
stock and the filing of the form 25-NSE pending the panel's
decision, although there can be no assurance that the panel will
ultimately grant the company's appeal.

                      About Ampex Corporation

Headquartered in Redwood City, California, Ampex Corp. --
http://www.ampex.com-- designs and manufactures data storage   
products used in defense application to gather images and other
date from aircrafts, satellites and submarines.

The company and six of its affiliates filed for Chapter 11
protection on March 30, 2008 (Bankr. S.D.N.Y. Lead Case No.08-
11094).  Matthew Allen Feldman, Esq., and Rachel C. Strickland,
Esq., at Willkie Farr & Gallagher LLP, represent the Debtors in
their restructuring efforts.

When the Debtors filed for protection against their creditors,
they listed total assets of $26,467,000 and total debts of
$133,602,000.


AMSCAN HOLDINGS: Earns $19.3 Million in Year Ended Dec. 31
----------------------------------------------------------
Amscan Holdings Inc. reported net income of $19.3 million on net
sales of $1.222 billion for the year ended Dec. 31, 2007, compared
with net income of $6.4 million on net sales $993 million for the
year ended Dec. 31, 2006.

                        Wholesale Segment

Net sales, at wholesale, of $453.3 million were $20.8 million or
4.8% higher than sales for the year ended Dec. 31, 2006.  

                          Retail Segment

Net retail sales of company-owned stores for year ended Dec. 31,
2007, were $768.1 million or 37.0% higher than net retail sales
for the year ended Dec. 31, 2006.  

The increase in net retail sales of company-owned stores includes
$113.6 million of sales generated by Party America stores from the
beginning of the year through the one year anniversary on
Sept. 29, 2007, of the Party America acquisition, $31.1 million of
sales generated by Factory Card & Party Outlet during 2007,
$19.1 million of sales generated by Party City Franchise Group LLC
during 2007, and $28.6 million of sales generated by Gags & Games
during 2007.

                   Same-Store Net Retail Sales

Same-store net retail sales for Party City stores during 2007
totaled $512.7 million or 6.3% higher than for 2006.  Same-store
net sales of seasonal and non-seasonal merchandise increased 3.7%
and 7.6%, respectively.  The increase in Party City net sales also
reflects a 7.8% increase in the average net sale per retail
transaction and a 1.4% decrease in customer count at the company-
owned stores.  Same-store net sales for Party America stores
during 2007 decreased 0.5% as compared with 2006, with customer
count down 2.6% and average transaction up 2.1%.

                   Royalties and Franchise Fees

Franchise related revenue for the year ended Dec. 31, 2007,
consisting of royalties and franchise fees, totaled $25.9 million
or 16.9% higher than revenue for 2006.  During 2007, twenty nine
stores were either opened or acquired by franchisees, and fifteen
franchise stores were closed or sold to the company's corporate
retail store segment, as compared to sixteen store openings, two
store acquisitions and nine store closings in 2006.

In addition, the fifty five stores acquired from franchise owners
by PCFG are considered corporate stores for financial reporting
purposes.  Accordingly, their post-acquisition royalties are
eliminated in consolidation.  Franchise stores reported same-store
net sales of $577.7 million or an increase of 3.3% for the year
ended Dec. 31, 2007, when compared to the year ended Dec. 31,  
2006.

                      Income from Operations

Income from operations increased to $105.8 million during the
twelve months ended Dec. 31, 2007, from $64.7 million in 2006,
primarily due to the increase in total revenues.

                      Interest Expense, Net

Interest expense, net, of $54.6 million for 2007 was $297,000
lower than actual interest expense for the year ended Dec. 31,
2006, reflecting reduced interest rates resulting from the
company's 2007 debt refinancing, partially offset by higher
average borrowings following the Party America acquisition in
September 2006, and the acquisitions of Factory Card & Party
Outlet, PCFG and Gags & Games in 2007.

                           Indebtedness

At Dec. 31, 2007, the company had long-term obligations of
$592.9 million, compared with $562.0 million at Dec. 31, 2006.

                       Capital Requirements

Management currently believes that the cash generated by
operations, together with the borrowing availability under the
company's credit agreements, will be sufficient to meet working
capital needs for the next twelve months, including investments
made and expenses incurred in connection with technology to
improve merchandising and distribution systems, support cost
reduction initiatives, and improved efficiencies.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.499 billion in total assets, $1.089 billion in total
liabilities, $34 million in redeemable common securities, and
$376 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ad1

                      About Amscan Holdings

Headquartered in Elmsford, New York, Amscan Holdings Inc. --
http://www.amscan.com/-- designs, manufactures, contracts for  
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery.  

The company also operates specialty retail party supply stores in
the United States, and franchises both individual stores and
franchise areas throughout the United States and Puerto Rico,
under the names Party City, Party America, The Paper Factory and
Halloween USA.  With the acquisition of Factory Card & Party
Outlet Corporation on Nov. 16, 2007, the company also operates
specialty retail party and social expressions supply stores under
the name Factory Card & Party Outlet.

                           *     *     *

As reported by the Troubled Company Reporter on December 12, 2007,  
Moody's Investors Service confirmed the ratings on Amscan
Holdings, Inc.'s 8.75% senior subordinated notes (2014) at Caa1
(LGD 5, 87%).  Moody's also confirmed the ratings on the company's
secured revolving credit facility at Ba3 (LGD 2, 29%), secured
term loan at B1 (LGD 3, 35%), and corporate family rating at B2.


ASAHI GLASS: Closes 40% North American Biz Over "Substantial" Loss
------------------------------------------------------------------
With regard to its flat glass business in North America, Asahi
Glass Company Ltd. said it has decided to stop operations on three
float glass production lines and two architectural coating lines
from April to December this year and sell the glass fabrication
business in order to respond to the rapid changes in the business
environment.

AGC President Brad Kitterman was quoted by Trading Markets, citing
McClatchy Tribune Information Services, as stating that the
closure "is part of the massive corporate restructuring" in
response to the declining Japanese economy."  Kelly Busch, vice
president of technical development for AGC's corporate offices in
Tennessee commented that the company has incurred "substantial"
losses, Trading Markets reports.

Asahi Glass said it will concentrate its management resources on
glass for solar cells, sales of which are expected to grow
rapidly, as well as raw glass for automotive use and value-added
building products.

Asahi Glass stated it has been working on a profitability
improving project with respect to its North American flat glass
business since 2006, including an overhaul of management and
shutdown of a Cinnaminson plant of subsidiary AGC Flat Glass North
America Inc.  However, the continued decline in the housing market
in North America, where residential glass occupies a greater
share, has created a serious oversupply situation.  The earnings
structure of AFNA excessively depends on clear float glass --
general-purpose glass that is difficult to differentiate from
products of competitors.  This, combined with higher costs driven
by a price surge in raw materials, has been squeezing Asahi Glass'
profitability in the region.

The company added that the with growing concern about the global
environment and energy issues, the solar cell market is projected
to rapidly grow by 40% annually on a global basis.  In North
America, demand for glass for solar cells is expected to expand,
while demand for raw glass for automotive use and value-added
building products is projected to remain stable.

Under these circumstances, Asahi Glass disclosed it has decided to
restructure the flat glass business in North America to focus on
three categories: glass for solar cells, raw glass for automotive
use and value-added building products.  It has also decided to
stop operations of float glass at the Victorville Plant, the St.
Augustine Plant and Line No. 1 at Greenland Plant of AFNA, hoping
to improve the supply-demand balance of glass and raise the
utilization rate of other production facilities.  By these
measures, Asahi Glass will decrease its glass production capacity
in North America by about 40%.

According to the company, as for architectural sputter coating
lines, which have an excessive output capacity compared with the
size of the market, Asahi Glass has decided to stop operations at
the Victorville Plant and Hampton Plant of AFNA and concentrate
production of its full commercial and residential product range at
the Abingdon Plant.  Moreover, it has decided to sell the glass
fabrication business to focus on core glass production and coating
technologies.

With this new structure, AFNA will be better able to focus
resources and management attention to driving product innovation
and improving cost and quality to better serve customer's needs,
the company revealed.

Asahi Glass stated it will continue to leverage its group
resources and production technologies to introduce leading edge
high performance products into the North American flat glass
market.

As a result of this restructuring program, Asahi Glass said it
expects to incur an extraordinary loss of JPY13.5 billion in the
second quarter of fiscal year 2008.  However, there will be no
change in the outlook for the fiscal year 2008, since the loss has
already been factored in.

                       About AGC Flat Glass

AGC Flat Glass, formerly AFG Glass, -- http://www.agc-flatglass.eu
-- is a unit of Asahi Glass Company Ltd. -- http://www.agc.co.jp/
-- based in Tokyo, Japan.  AGC Flat Glass North America in
Alpharetta, Georgia -- http://www.afgglass.com/-- is one of its  
subsidiaries.  Its subsidiary, AGC Automotive Europe, makes
automotive glass.  Plants for both are located in seven countries
throughout Europe and in Russia and Brazil.  Glaverbel was founded
in 1961 by the combination of Belgian glass makers Glaver and
Univerbel.  The Victorville plant opened in 1987 to serve as a
West Coast operation for then Tennesseebased AFG glass company.  
The local plant was expected to bring 200 to 500 jobs.  In 1992,
AFG was acquired by Japan-based Asahi Glass Company, which claims
to be the largest float glass company in the world with affiliates
in other parts of Asia, Europe and the Americas.  Last year, the
company was renamed AGC Flat Glass North America.

AGC offers the broadest product line in the flat-glass industry --
supporting residential, commercial, specialty and automotive glass
markets. AGC offers clear and tinted flat-glass products,
patterned glass, energy-efficient coated glass, tempered and
laminated products, insulating window units, and specialty
products such as touch-panel and solar glass.


ASSET BACK: Fitch Downgrades Ratings on $509.6MM Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on six Asset Back Funding
Corp mortgage pass-through certificates.  Unless stated otherwise,
any bonds that were previously placed on Rating Watch Negative are
now removed.  Affirmations total $1.4 billion and downgrades total
$509.6 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

ABFC, Series 2005-AQ1
  -- $83.3 million class A-2 affirmed at 'AAA',
     (BL: 78.45, LCR: 20.59);

  -- $42.4 million class A-3 affirmed at 'AAA',
     (BL: 67.23, LCR: 17.65);

  -- $165.8 million class A-4 affirmed at 'AAA',
     (BL: 29.67, LCR: 7.79);

  -- $52.3 million class A-5 affirmed at 'AAA',
     (BL: 19.62, LCR: 5.15);

  -- $74.5 million class A-6 affirmed at 'AAA',
     (BL: 20.63, LCR: 5.42);

  -- $36.8 million class M-1 affirmed at 'AA',
     (BL: 11.98, LCR: 3.14);

  -- $13.5 million class M-2 affirmed at 'A',
     (BL: 9.14, LCR: 2.4);

  -- $3.3 million class M-3 affirmed at 'A-',
     (BL: 8.45, LCR: 2.22);

  -- $2.9 million class M-4 affirmed at 'BBB+',
     (BL: 7.86, LCR: 2.06);

  -- $2.9 million class M-5 affirmed at 'BBB',
     (BL: 7.28, LCR: 1.91);

  -- $3.3 million class M-6 affirmed at 'BBB-',
     (BL: 6.62, LCR: 1.74);

  -- $3.3 million class B-1 affirmed at 'BB+',
     (BL: 5.93, LCR: 1.56);

  -- $3.7 million class B-2 affirmed at 'BB',
     (BL: 5.23, LCR: 1.37);

Deal Summary
  -- Originators: Ameriquest Mortgage Company (100%);
  -- 60+ day Delinquency: 4.20%
  -- Realized Losses to date (% of Original Balance): 0.28%
  -- Expected Remaining Losses (% of Current balance): 3.81%
  -- Cumulative Expected Losses (% of Original Balance): 2.57%

ABFC, Series 2005-HE1
  -- $90.8 million class M-1 affirmed at 'AA+',
     (BL: 80.13, LCR: 3.87);

  -- $57.0 million class M-2 affirmed at 'AA',
     (BL: 59.72, LCR: 2.88);

  -- $31.2 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 33.55, LCR: 1.62);

  -- $31.2 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 28.24, LCR: 1.36);

  -- $31.2 million class M-5 downgraded to 'B' from 'A'
     (BL: 24.54, LCR: 1.18);

  -- $26.7 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.40, LCR: 1.03);

  -- $20.5 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.96, LCR: 0.92);

  -- $18.7 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 16.73, LCR: 0.81);

  -- $12.5 million class M-9 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 15.19, LCR: 0.73);

  -- $8.2 million class B-1 downgraded to 'CC/DR5' from 'BB'
     (BL: 13.67, LCR: 0.66);

  -- $8.3 million class B-2 downgraded to 'CC/DR5' from 'B+'
     (BL: 11.80, LCR: 0.57);

  -- $7.1 million class B-3 downgraded to 'CC/DR6' from 'B'
     (BL: 11.06, LCR: 0.53);

Deal Summary
  -- Originators: Option One Mortgage Corporation (81.2%); and
     Accredited Home Lenders, Inc. (18.8%)
  -- 60+ day Delinquency: 31.08%
  -- Realized Losses to date (% of Original Balance): 1.06%
  -- Expected Remaining Losses (% of Current balance): 20.72%
  -- Cumulative Expected Losses (% of Original Balance): 5.14%

ABFC, Series 2005-HE2
  -- $24.0 million class A1 affirmed at 'AAA',
     (BL: 87.56, LCR: 4.15);

  -- $41.2 million class A2C affirmed at 'AAA',
     (BL: 94.34, LCR: 4.48);

  -- $57.0 million class A2D affirmed at 'AAA',
     (BL: 83.02, LCR: 3.94);

  -- $46.7 million class M1 affirmed at 'AA+',
     (BL: 71.47, LCR: 3.39);

  -- $41.7 million class M2 affirmed at 'AA+',
     (BL: 60.72, LCR: 2.88);

  -- $23.9 million class M3 affirmed at 'AA',
     (BL: 54.43, LCR: 2.58);

  -- $36.2 million class M4 affirmed at 'AA-',
     (BL: 41.70, LCR: 1.98);

  -- $18.4 million class M5 affirmed at 'BBB',
     (BL: 38.34, LCR: 1.82);

  -- $18.4 million class M6 affirmed at 'BBB-',
     (BL: 34.01, LCR: 1.61);

  -- $12.9 million class M7 affirmed at 'BB',
     (BL: 30.67, LCR: 1.46);

  -- $13.5 million class M8 affirmed at 'BB-',
     (BL: 26.90, LCR: 1.28);

Deal Summary
  -- Originators: WMC Mortgage Corporation (79.10%); and Ownit
     Mortgage Solutions, Inc (20.9%)
  -- 60+ day Delinquency: 40.19%
  -- Realized Losses to date (% of Original Balance): 1.89%
  -- Expected Remaining Losses (% of Current balance): 21.08%
  -- Cumulative Expected Losses (% of Original Balance): 8.72%

ABFC, Series 2005-OPT1
  -- $7.4 million class A-1MZ affirmed at 'AAA',
     (BL: 62.50, LCR: 2.06);

  -- $29.7 million class A-1SS affirmed at 'AAA',
     (BL: 70.69, LCR: 2.33);

  -- $32.8 million class A-2B affirmed at 'AAA',
     (BL: 71.56, LCR: 2.36);

  -- $23.9 million class A-2C affirmed at 'AAA',
     (BL: 61.75, LCR: 2.04);

  -- $22.1 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 48.94, LCR: 1.62);

  -- $19.9 million class M2 downgraded to 'BB' from 'AA'
     (BL: 38.17, LCR: 1.26);

  -- $6.2 million class M3 downgraded to 'B' from 'AA-'
     (BL: 34.66, LCR: 1.14);

  -- $6.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 30.96, LCR: 1.02);

  -- $6.0 million class M5 downgraded to 'CCC' from 'BBB+'
     (BL: 27.42, LCR: 0.91);

  -- $6.2 million class M6 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 20.33, LCR: 0.67);

  -- $5.5 million class M7 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 17.69, LCR: 0.58);

  -- $3.5 million class M8 downgraded to 'CC/DR5' from 'B'
     (BL: 15.93, LCR: 0.53);

  -- $5.2 million class M9 downgraded to 'C/DR6' from 'B'
     (BL: 13.23, LCR: 0.44);

  -- $4.2 million class B1 downgraded to 'C/DR6' from 'CC/DR2'
     (BL: 11.82, LCR: 0.39);

  -- $3.0 million class B2 revised to 'C/DR6' from C/DR4'
     (BL: 11.66, LCR: 0.38);

Deal Summary
  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 32.43%
  -- Realized Losses to date (% of Original Balance): 1.02%
  -- Expected Remaining Losses (% of Current balance): 30.29%
  -- Cumulative Expected Losses (% of Original Balance): 12.41%

ABFC, Series 2005-WF1:
  -- $13.2 million class A-1 affirmed at 'AAA',
     (BL: 78.73, LCR: 6.54);

  -- $5.4 million class A-2B affirmed at 'AAA',
     (BL: 100.00, LCR: 8.31);

  -- $96.0 million class A-2C affirmed at 'AAA',
     (BL: 72.66, LCR: 6.04);

  -- $54.4 million class M-1 affirmed at 'AA+',
     (BL: 53.94, LCR: 4.48);

  -- $34.3 million class M-2 affirmed at 'AA',
     (BL: 29.10, LCR: 2.42);

  -- $16.5 million class M-3 affirmed at 'AA-',
     (BL: 25.44, LCR: 2.11);

  -- $11.8 million class M-4 downgraded to 'A' from 'A+'
     (BL: 23.10, LCR: 1.92);

  -- $11.8 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 20.75, LCR: 1.72);

  -- $12.4 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 18.43, LCR: 1.53);

  -- $11.8 million class M-7 downgraded to 'BBB' from 'A-'
     (BL: 16.29, LCR: 1.35);

  -- $10.0 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 14.48, LCR: 1.2);

  -- $11.8 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 11.97, LCR: 0.99);

  -- $8.9 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 10.43, LCR: 0.87);

  -- $4.7 million class B-1 downgraded to 'CC/DR3' from 'BB'
     (BL: 9.88, LCR: 0.82);

  -- $5.3 million class B-2 downgraded to 'CC/DR3' from 'BB-'
     (BL: 9.54, LCR: 0.79);

Deal Summary
  -- Originators: Wells Fargo Bank, N.A. (100%)
  -- 60+ day Delinquency: 17.99%
  -- Realized Losses to date (% of Original Balance): 0.49%
  -- Expected Remaining Losses (% of Current balance): 12.04%
  -- Cumulative Expected Losses (% of Original Balance): 3.76%

ABFC, Series 2005-WMC1
  -- $39.3 million class A1 affirmed at 'AAA',
     (BL: 76.03, LCR: 2.39);

  -- $35.8 million class A2C affirmed at 'AAA',
     (BL: 89.31, LCR: 2.81);

  -- $45.9 million class A2D affirmed at 'AAA',
     (BL: 89.31, LCR: 2.81);

  -- $9.1 million class A2MZ affirmed at 'AAA',
     (BL: 76.36, LCR: 2.4);

  -- $37.3 million class M1 affirmed at 'AA+',
     (BL: 65.23, LCR: 2.05);

  -- $33.7 million class M2 downgraded to 'A' from 'AA+'
     (BL: 54.47, LCR: 1.72);

  -- $23.2 million class M3 downgraded to 'BBB' from 'AA'
     (BL: 48.16, LCR: 1.52);

  -- $16.1 million class M4 downgraded to 'BB' from 'AA'
     (BL: 43.48, LCR: 1.37);

  -- $16.6 million class M5 downgraded to 'B' from 'AA-'
     (BL: 38.54, LCR: 1.21);

  -- $14.1 million class M6 downgraded to 'B' from 'A+'
     (BL: 34.27, LCR: 1.08);

  -- $15.1 million class M7 downgraded to 'CCC' from 'A-'
     (BL: 29.56, LCR: 0.93);

  -- $11.6 million class M8 downgraded to 'CCC' from 'B+'
     (BL: 25.91, LCR: 0.82);

  -- $10.1 million class M9 downgraded to 'CC/DR5' from 'B'
     (BL: 22.65, LCR: 0.71);

Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 39.16%
  -- Realized Losses to date (% of Original Balance): 2.09%
  -- Expected Remaining Losses (% of Current balance): 31.76%
  -- Cumulative Expected Losses (% of Original Balance): 13.11%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and 2005 with regard to continued poor loan performance and
home price weakness.


ATA AIRLINES: U.S. Trustee Appoints Creditors Committee
-------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
appoints five members to the Official Committee of Unsecured
Creditors in the Chapter 11 case of ATA Airlines, Inc.

The Creditors Committee members are:

   (1) Goodrich Corporation
       Attn: Beth E. Hansen
       4 Coliseum Center
       2730 W. Tyvola Rd.
       Charlotte, North Carolina 28217-4578
       Tel: (704) 423-8679
       Fax: (704) 423-7017

   (2) Wilmington Trust Company
       Attn: James McGinley
       520 Madison Avenue, 33rd Floor
       New York, New York 10022
       Tel: (212) 415-0522
       Fax: (212) 415-0513

   (3) Servisair USA Inc.
       Attn: Dino G. Noto
       151 N. Point Drive
       Houston, Texas 77060
       Tel: (281) 260-3913
       Fax: (281) 999-3740

   (4) Air Line Pilots Association
       Attn: Michael A. Gray
       5333 S. Laramie Avenue, Suite 119
       Chicago, Illinois 60638
       Tel: (773) 284-4910
       Fax: (773) 284-1866

   (5) Association of Flight Attendants-CWA, AFL-CIO
       Attn: Rhonda Hogard
       620 Liberty Court
       Bourbonnais, Illinois 60914
       Tel: (815) 936-1238
       Fax: (815) 936-1238

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: Asks Court to Amend BMC Employment Order
------------------------------------------------------
ATA Airlines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to amend its ruling approving the
employment of BMC Group, Inc., to provide that BMC is also
authorized to serve as the airlines' official noticing agent.

Early this month, ATA Airlines won court approval to employ BMC
Group as its claims agent during its Chapter 11 case.

ATA Airlines sought the services of BMC Group in light of the
numerous creditors and other parties involved in its bankruptcy
case.  The airlines believes that BMC Group is well-qualified for
the job, given its extensive experience, and the cost-effective
methods it employs in claims processing and reconciliation.

As claims agent, BMC Group will:  

   (1) receive and record original proofs of claim filed;

   (2) reconcile and resolve claims as requested;

   (3) create and maintain official claims registers;

   (4) implement security measures to ensure the completeness
       and integrity of the claims registers;

   (5) transmit to the Office of the Clerk of the Court a copy
       of the claims registers;

   (6) maintain an up-to-date mailing list for all parties that
       have filed a proof of claim or interest, which must be
       available upon request of a party or the Clerk's Office;

   (7) provide access to the public for examination of copies
       of the proofs of claim or interest without charge during
       regular business hours;

   (8) record all transfers of claims, and provide notice of
       the transfer;

   (9) comply with applicable federal, state, municipal, and
       local statutes and other requirements;

  (10) promptly comply with other conditions and requirements
       that may be prescribed by the Court or the Clerk's
       Office; and
  
  (11) maintain a Web site with court pleadings and other
       information that may be requested by ATA Airlines or
       the Clerk's Office.

ATA Airlines will pay the firm for its services, expenses and
supplies at the rate or price in effect on the day these are
provided to the airlines, in accordance with BMC Group's fee
schedule.  In addition, the fees and costs are to be treated as
an administrative expense of ATA Airlines' estate.

In the event BMC Group cannot provide the services, it is
required to notify the Clerk's Office and ATA Airlines within
14 days to have all original proofs of claim and any other data
turned over to the Clerk's Office, or to another claims agent
with the consent of the airlines and the Clerk's Office.

Tinamarie Feil, chief financial officer of BMC Group, assured the
Court that her firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      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: Wants to Reject Aircraft & Spare Engine Leases
------------------------------------------------------------
ATA Airlines, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to reject
its leases for aircraft and certain spare engines effective as of
the Petition Date.

A list of the rejected aircraft and spare engines is available
without charge at:

   http://bankrupt.com/misc/ATAAirlinesRejectedLeases

ATA Airlines said it does not need the leases in light of the
cessation of its flight operations following the bankruptcy
filing.  The airlines also wants to avoid any potential
administrative expense claims it may incur if the leases are not
rejected.

The rejected leases do not include ATA Airlines' leases for the
aircraft equipment from RPK Capital V, L.L.C.  The airlines
explained it needs more time to evaluate whether or not it will
benefit from the rejection of the RPK leases.

In connection with the lease rejection, the Court permitted ATA
Airlines to return the aircraft and engines to the lessors within
45 days after April 2, 2008.  The airlines will shoulder the cost
of delivering the aircraft and engines, subject to the budget
limitation provided in the cash collateral order.

ATA Airlines was also authorized to continue the insurance
coverage and the storage maintenance program for the aircraft and
engines, until those are claimed by the lessors.  Any lessor who
requests a certificate of insurance will be furnished of the
document, and is allowed to conduct an inspection.

With respect to the equipment it leases from RPK Capital, ATA
Airlines was directed to maintain insurance coverage for the
equipment, disclose to RPK Capital the location of all logs and
records concerning the equipment, and provide copies of the  
subleases to RPK Capital Management Group, LLC.   

                     Macquarie, Et Al. Object

Prior to the Court's decision, Macquarie AirFinance Group
objected to the proposed rejection of leases unless ATA Airlines
assures that:

   (i) the aircraft it leased from MAG will be ferried to Lake
       City Municipal Airport at the airlines' own expense; and

  (ii) all the engines are placed on-wing on the aircraft after
       the ferry flight, and will not be removed from the
       aircraft unless there is written approval from the
       lessor.

MAG requested that the airlines promptly produce the records
relating to the aircraft, and provide more information about the
estimated cost for ferrying the aircraft to determine if the
expense is within the budget limitation provided for under the
cash collateral order.

Meanwhile, Wilmington Trust Company urged the Court that any
ruling it would issue approving the rejection should provide
terms similar with those contained in the rejection order it
issued during ATA Airlines' prior bankruptcy case.

                      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 h