T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 5, 2008, Vol. 12, No. 106 Headlines ACACIA AUTOMOTIVE: Killman Murrell Expresses Going Concern Doubt ACAS CRE: Moody's Retains Low-B Ratings on Three Classes of Notes ACE HARDWARE: Moody's Designates 'Ba3' Corporate Family Rating ACE SECURITIES: Fitch Cuts Ratings to BB- on Five Cert. Classes AES CORP: Unit Gets Fitch 'B-' Foreign Currency ID Rating AIRBORNE HEALTH: Moody's Junks Ratings on Continuing Legal Issues ALASKA AIR: Weakening Fin'l Profile Cues S&P to Cut Ratings to B+ AMERICAN HOME: Court Denies Wells Fargo's Motion to Lift Stay AMERICAN HOME: Kohl, et al. Want Stay Lifted; Class Action Settled AMERICAN HOME: BoNY, et al. Seek to Foreclose on Properties AMERICAN HOME: Court Approves Stipulation with Calyon New York AMERICAN IRONHORSE: Court Chooses Dealer as Stalking-Horse Bidder AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $399.9MM Certificates AMPEX CORPORATION: Shareholder Wants Equity Committee Appointed ARGENT SECURITIES: Fitch Lowers Ratings on $83.1MM Certificates ASARCO LLC: Wants to Employ Additional Consulting Experts ASARCO LLC: Wants to Pay Lehman $1 Million at the End of Case ASIA GLOBAL: Zhong Yi Raises Going Concern Doubt Over Losses BAG 'N BAGGAGE: Case Summary & 21 Largest Unsecured Creditors BI-LO LLC: No Rated Debt Outstanding; Moody's Withdraws Ratings BISHOP BYRNE: Case Summary & Three Largest Unsecured Creditors BLOUNT INT'L: March 31 Balance Sheet Upside-Down by $43.8 Million BLUE BELL: Moody's Reviews 'Caa1' Rating on $18.75 Mil. Notes C-BASS CBO: Fitch Junks Ratings on Four Note Classes C-BASS CBO: Continued Credit Decline Cues Fitch to Junk Ratings CATHOLIC CHURCH: Judge Jackwig Confirms Davenport's Plan CBA COMMERCIAL: Asset Liquidation Cues S&P to Put Default Rating CENTRAL GARDEN: Board Director Bruce Westphal Retires CERULLO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors CHARMING SHOPPES: Demanded Documents from Investors, Post Says CHEYNE HIGH: Moody's Downgrades Ratings on Four Classes of Notes CHILDREN'S TRUST: Fitch Puts 'BB' Rating on $56,875,888 Bonds CHRYSLER LLC: Seeks to Sell Two Michigan Axle Plants for $400 Mil. CIMARRON CDO: Moody's Reviews Low-B Ratings on Two Note Classes CINCINNATI BELL: Earns $12.9 Million in First Qtr. Ended March 31 CKRUSH INC: Rosenberg Rich Expresses Going Concern Doubt COMM 2005-C6: S&P Downgrades Ratings on 10 Certificate Classes COMM 2005-LP5: Credit Support Erosion Cues S&P's Rating Downgrades COMSTOCK RESOURCES: S&P Affirms 'B+' Rating on Bois-Stone Deal CONEXANT SYSTEMS: Terminates Daniel Artusi as President & CEO CONEXANT SYSTEMS: Names D. Scott Mercer as Chief Executive officer CONSTAR INT'L: Customer Losses Spur Houston Facility Closure COUNTRYWIDE FINANCIAL: To Testify Before Senate on Bankr. Abuses COUNTRYWIDE FINANCIAL: Unveils Funding with BofA for Homeowners CRYSTAL RIVER: Moody's Confirms Ratings of Nine Classes of Notes DAN RIVER: Organizational Meeting to Form Committees on May 6 DIAGNOSTIC IMAGING: S&P Upgrades Corporate Credit Rating to 'B+' DRAKE MANAGEMENT: To Liquidate $2.5 Billion Investment Fund DUKE FUNDING: Poor Credit Quality Prompts Moody's Rating Cuts DUKE FUNDING: Moody's Junks Ratings on $78 Mil. Notes From 'Ba1' EDUCATION RESOURCES: Trustee Appoints Five-Member Creditors Panel ELEPHANT TALK: Kabani & Co Expresses Going Concern Doubt ENHANCED MORTGAGE: Fitch Cuts Rating on $6MM Notes to CCC from BBB ENHANCED MORTGAGE: Fitch Junks Rating on $6MM Class A-4 Notes EQUAL-CHLOR LLC: Can Access Prudent Insurance's $10 Mil. Facility EXCELLO ENGINEERED: Case Summary & 20 Largest Unsecured Creditors FEDDERS CORP: Wants to Sell Air Quality Biz for $25 Million FORD MOTOR: To Offer Buyouts to 1,300 Chicago & Louisville Workers FOX TROT: Three Classes of Notes Acquire Moody's Junk Ratings GENERAL MOTORS: Total April 2008 Sales Decrease 16 Percent GLOBAL ENVIRONMENTAL: Files Amended Fiscal Year 2006 Financials GOLDMAN SACHS: Fitch Chips Ratings on $195.2MM Certificates HEALTHSOUTH CORP: Buying Rehabilitation Hospital of South Jersey HERCULES OFFSHORE: S&P Holds 'BB' Rating on $1.15 Bil. Facilities HOME INTERIORS: Wants To Access NexBank's Cash Collateral HOME INTERIORS: Files Disclosure Statement and Chapter 11 Plan IKON OFFICE: Moody's Maintains Corporate Family Rating at 'Ba2' INDEVUS PHARMA: March 31 Balance Sheet Upside-Down by $101 Million INTERPUBLIC GROUP: Affiliate Pays $12MM as Settlement with SEC ISCO INT'L: Posts $2.8 Million Net Loss in 1st Qtr. Ended March 31 JONES APPAREL: Net Income Drops to $19MM in Quarter ended April 5 JONES APPAREL: S&P Places 'BB+' Corp. Credit Under Negative Watch JOURNAL REGISTER: Wants to Cease SEC Listing, Suspend Fin'l Filing KENTUCKY ECONOMIC: S&P Holds 'BB-' Rating; Revises Outlook to Neg. KIMBALL HILL: Bankruptcy Filing Sparks Repayment Obligations KIMBALL HILL: Court Okays Use of Lenders' Cash Collateral KIMBALL HILL: Gets Interim Court Nod to Obtain Intercompany Loan KIMBALL HILL: Can Employ Kurtzman Carson as Claims Agent LEGENDS GAMING: S&P Withdraws Ratings After Bankruptcy Filing LIFE SCIENCES: March 31 Balance Sheet Upside-Down by $21.8 Million LINEN 'N THINGS: Files for Chapter 11 Protection in Delaware LINEN 'N THINGS: Case Summary & 30 Largest Unsecured Creditors LINEN 'N THINGS: List of 120 Underperforming Stores to be Closed LINEN 'N THINGS: Organizational Meeting Scheduled for May 9 LIQUIDMETAL TECH: Choi Kim & Park Expresses Going Concern Doubt LOS ROBLES: Eroding Credit Quality Cues Moody's Rating Downgrades MACKLOWE PROPERTIES: Topland Group Eyes Manhattan Properties MORGAN STANLEY: S&P Downgrades Ratings on Four Classes of Certs. MORGAN STANLEY: Fitch Cuts Rating on $64.9MM Certificates to BB+ NEW CENTURY: Committee Calls For Investigation Over Disputes NEW CENTURY: Plan Confirmation Hearing Slated for May 7 NORTEL NETWORKS: Net Loss Widens to $138MM in 2008 First Quarter PARK PLACE: Fitch Downgrades Ratings on 37 Certificate Classes PARMALAT SPA: Settles Securities Class Action for $40,000,000 PHILADELPHIA AUTHORITY: S&P Removes Watch on Renegotiation Success PLASTECH ENGINEERED: Inks MOU with GM for Exit Financing PLASTECH ENGINEERED: Court Okays $87 Mil. Loan from Key Customers PULTE HOMES: Charge-Driven Loss Prompts S&P to Cut Rating to BB QSGI INC: Losses and Default Cue RubinBrown's Going Concern Doubt QUEBECOR WORLD: Names Randy Benson as Chief Restructuring Officer QUEST TRUST: Fitch Cuts Ratings on Two Certificate Classes to B RADIAN GROUP: Amends Credit Agreement; Extends Waiver Until May 15 REGAL ENTERTAINMENT: Closes $210MM Buyout of Consolidates Theatres RESIDENTIAL ASSET: Fitch Takes Rating Actions on Various Classes RESIDENTIAL ASSET: Fitch Chips Ratings on $405.3MM Certificates REVLON INC: March 31 Balance Sheet Upside-Down by $1.1 Billion ROBECO HIGH: Collateral Deterioration Cues Fitch to Chip Ratings RYLAND GROUP: Stockholders Approve Executive Incentive Plans RYLAND GROUP: S&P Chips Rating to BB+ on Weak Housing Expectations SCOTTISH RE: S&P Retains 'B' Credit Rating Under Negative Watch SEMOTUS SOLUTIONS: Amex Delists Common Stock Effective May 12 SIRVA INC: Court Extends Receivables Sale Agreement Expiry Date SPRINT NEXTEL: May Consider Deutsche Telekom's Takeover Proposal ST. JOHN: S&P Holds 'B+' Rating and Revises Outlook to Stable STONE ENERGY: Inks Merger Deal With Boise d'Arc for $1.8 Billion STONE ENERGY: Moody's Keeps 'B3' Ratings on Bois d'Arc Acquisition STONE ENERGY: Bois d'Arc Deal Cues S&P to Hold 'B+' Credit Rating STURGIS IRON: Court OKs Bidding Procedures for Sale of All Assets SUN MICROSYSTEMS: Eliminates 2,500 Jobs to Save $220MM in Costs TERWIN MORTGAGE: Moody's Downgrades Ratings on Seven Certificates TERWIN MORTGAGE: S&P Downgrades Ratings on Three Classes of Certs. TOUSA INC: Seeks to Modify Sale Order to Facilitate Funding TOUSA INC: Creditors Panel Wants to Retain JH Cohn as Accountant TOUSA INC: Committee Seeks to Tap Robert Charles as Advisor TOUSA INC: Oakmont Wants Stay Lifted to Terminate Purchase Deal TRAVELPORT HOLDINGS: S&P Revises Outlook to Neg. on Weak Financial UBS MORTGAGE: Fitch Chips Ratings to 'BB' on Four Cert. Classes UNIQUE DEPENDABLE: Case Summary & 60 Largest Unsecured Creditors UTAH 7000: Credit Suisse Balks at $50MM Loan from Pivotal Finance VERTIS INC: Moody's Changed Probability of Default Rating to Ca/LD VISTEON CORP: March 31 Balance Sheet Upside-Down by $136 Million WASHINGTON MUTUAL: Fitch Holds Ratings on 30 Classes of Securities WILBURGENE: Case Summary & 10 Largest Unsecured Creditors WORLDGATE COMMS: Marcum & Kliegman Expresses Going Concern Doubt ZIFF DAVIS: Wants to Sign New Contracts with CRO & Former CEO ZIFF DAVIS: Wants to Assume FileFront Purchase Agreement ZIFF DAVIS: Committee Wants to Retain Perella as Advisor ZIFF DAVIS: Committee Allowed to Retain Special Conflicts Counsel Z TRIM HOLDINGS: Blackman Kallick Expresses Going Concern Doubt * Fitch Says REITs Turns to Bank Term Loan as Refinancing Vehicle * Moody's Says Outlook for Automotive Parts Suppliers is Negative * Moody's Maintains Negative Outlook on Homebuilding Industry * S&P Lowers Ratings on 184 Classes of US RMBS from 52 Transaction * S&P Downgrades Ratings on 272 Classes From 56 RMBS Transactions * S&P Reports Upgrade Potential Stalls In Rough Credit Environment * S&P Halts Rating Process for Closed-End Second-Lien Loans * BOND PRICING: For the Week of Apr. 28 - May 2, 2008 ********* ACACIA AUTOMOTIVE: Killman Murrell Expresses Going Concern Doubt ---------------------------------------------------------------- Killman, Murrell & Company, P.C., raised substantial doubt on the ability of Acacia Automotive, Inc., to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor stated that the company has suffered recurring losses from operations and its limited capital resources. The company posted a net loss of $3,850,881 on total revenues of $423,404 for the year ended Dec. 31, 2007, as compared with a net loss of $944,973 on $0.00 total revenues in the prior year. At Dec. 31, 2007, the company's balance sheet showed $1,633,984 in total assets, $542,953 in total liabilities and $1,091,031 in total stockholders' equity. The company's consolidated balance sheet at Dec. 31, 2007, showed strained liquidity with $447,063 in total current assets available to pay $510,875 in total current liabilities. A full-text copy of the company's 2007 annual report is available for free at: http://ResearchArchives.com/t/s?2ae5 About Acacia Automotive Acacia Automotive, Inc., (Other OTC: ACCA.PK) -- http://www.acacia.bz-- intends to acquire automotive auctions focusing on whole vehicle automobiles and light trucks in the United States and Canada. The company was founded in 1984. It was formerly known as Gibbs Construction, Inc. and changed its name to Acacia Automotive, Inc. in February 2007. Acacia Automotive, Inc., is based in Brentwood, Tenn. ACAS CRE: Moody's Retains Low-B Ratings on Three Classes of Notes ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of 17 classes of Notes issued by ACAS CRE CDO 2007-1, Ltd.: -- Class A, $181,480,000, Floating Rate Notes Due 2052, affirmed at Aaa -- Class B, $86,330,000, Floating Rate Notes Due 2052, affirmed at Aa1 -- Class C-FL, $41,000,000, Floating Rate Notes Due 2052, affirmed at Aa2 -- Class C-FX, $11,850,000, Fixed Rate Notes Due 2052, affirmed at Aa2 -- Class D, $25,250,000, Floating Rate Notes Due 2052, affirmed at Aa3 -- Class E-FL, $23,785,000, Floating Rate Deferrable Interest Notes Due 2052, affirmed at A1 -- Class E-FX, $23,785,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at A1 -- Class F-FL, $32,005,000, Floating Rate Deferrable Interest Notes Due 2052, affirmed at A2 -- Class F-FX, $32,005,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at A2 -- Class G-FL, $22,185,000, Floating Rate Deferrable Interest Notes Due 2052, affirmed at A3 -- Class G-FX, $26,555,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at A3 -- Class H, $64,600,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Baa1 -- Class J, $41,110,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Baa2 -- Class K, $42,270,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Baa3 -- Class L, $62,240,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Ba1 -- Class M, $35,230,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Ba2 -- Class N, $5,870,000, Fixed Rate Deferrable Interest Notes Due 2052, affirmed at Ba3 Moody's is affirming all Notes above due to overall stable pool performance. As of the March 31, 2008 distribution date, the transaction has an aggregate collateral principal balance of $1,174.6 million, the same as the issuance. The Notes are currently collateralized by 117 classes of CMBS securities from 21 separate transactions (99.0% of the pool balance), and 4 classes of Re-Remic CRE CDO securities from one transaction (1.0%). Since issuance, among the 74 Moody's rated CMBS classes (40.1%), there have been no upgrades and four downgrades; there have been no rating changes to Re-Remic CRE CDO securities (1.0%). Credit estimates were performed on the 43 non-Moody's rated CMBS classes (58.9%). There have been no realized losses. Moody's uses a weighted average rating factor as an overall indicator of the credit quality of a CDO transaction. Based on Moody's analysis, the current WARF is 4,704 compared to 4,585 at issuance. Moody's reviewed the ratings or performed credit estimates on all the collateral supporting the Notes. The distribution is as follows: Baa1-Baa3 (0.9%, same as at issuance), Ba1-Ba3 (30.5% compared to 31.3% at issuance), B1-B3 (22.6% compared to 23.6% at issuance), and Caa1-NR (46.0% compared to 44.3% at issuance). The CMBS securities are from pools securitized between 2005 and 2007. The two largest vintage exposures are 2006 (62.6%) and 2007 (25.8%). The five largest CMBS exposures are CD 2007-CD4 (12.5%), JPMCC 2005-LDP5 (11.7%), WBCMT 2006-C23 (11.2%), WBCMT 2006-C28 (8.0%), and BACM 2007-1 (6.6%). ACE HARDWARE: Moody's Designates 'Ba3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 first time corporate family rating to Ace Hardware Corporation in connection with its new financing package. These ratings are subject to review of final documentation, and assume the financing successfully closes as outlined to Moody's. The outlook is stable. First time ratings assigned are: -- Corporate family rating of Ba3; -- Probability of default rating of Ba3, and -- $300 million senior secured notes maturing 2016 at Ba2 (LGD 3, 37%). The Ba3 corporate family rating reflects Ace's favorable position in the home improvement and hardware segment of retail, leverage that is moderate for the rating category, and liquidity that will markedly improve as a result of this transaction. These factors are balanced against a fiercely-competitive operating environment that is being stressed by weak macroeconomic factors, particularly housing related, and the ongoing remediation of internal controls, particularly inventory accounting. Ace is a significant player in the convenience sub-segment of the home improvement and hardware segment of retail, with its network of 3,100 members collectively operating more than 4,600 retail stores in all 50 states and over 60 foreign countries. This member store network generates $10 billion in retail sales, with Ace's wholesale sales to these members at $4 billion. Despite the presence of Home Depot (Baa1/Prime-2) and Lowe's (A1 / Prime-1), which combined generate almost $130 billion of revenue, home improvement and hardware remains a fairly-fragmented segment of retail, especially the convenience hardware sub-segment. The new financing package will consist of the Ba2-rated $300 million senior secured notes, as well as a $300 million unrated senior secured five year revolving ABL credit facility that will be undrawn at closing. These facilities, as well as excess cash on hand, will repay $131 million in current revolver borrowings, redeem $184 million in private placement notes, and pay attendant fees and expenses. The revolver will have a first lien on accounts receivable and inventory, and a second lien on other business assets. The Ba2-rated senior secured notes will have a first lien on fixed assets with first mortgages on real estate with an appraised value of $293 million, a first lien on capital stock and intangibles, including the Ace trademark, and second liens on accounts receivable and inventory. Ace Hardware Corporation, headquartered in Chicago, Illinois, is a cooperative with over 3,100 members that operate 4,600 stores in the U.S. and over 60 foreign countries. It generated merchandise sales to its members of $4 billion for fiscal 2007. ACE SECURITIES: Fitch Cuts Ratings to BB- on Five Cert. Classes --------------------------------------------------------------- Fitch Ratings has taken rating actions on 7 Ace Securities Corporation mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed from Rating Watch Negative. Affirmations total $317.8 million and downgrades total $148.0 million. Additionally, $5.7 million was placed on Rating Watch Negative. Ace 2004-SD1 -- $35.0 million class A-1 affirmed at 'AAA'; -- $5.4 million class M-1 affirmed at 'AA'; -- $2.7 million class M-2 affirmed at 'A'; -- $2.4 million class M-3 affirmed at 'BBB'; -- $0.7 million class M-4 affirmed at 'BBB-'; Ace 2005-SD1 -- $10.5 million class A-1 affirmed at 'AAA'; -- $15.3 million class M-1 affirmed at 'AA'; -- $7.8 million class M-2 affirmed at 'A'; -- $7.1 million class M-3 downgraded to 'BBB-' from 'BBB'; -- $1.9 million class M-4 downgraded to 'BB-' from 'BBB-'; Ace 2005-SD2 -- $12.2 million class A-1 affirmed at 'AAA'; -- $18.4 million class M-1 affirmed at 'AA'; -- $10.6 million class M-2 affirmed at 'A'; -- $5.6 million class M-3 affirmed at 'BBB+'; -- $3.1 million class M-4 downgraded to 'BB+' from 'BBB'; -- $2.4 million class M-5 downgraded to 'BB-' from 'BBB-'; Ace 2005-SD3 -- $53.1 million class A affirmed at 'AAA'; -- $17.2 million class M-1 downgraded to 'A+' from 'AA'; -- $9.9 million class M-2 downgraded to 'BBB-' from 'A'; -- $4.6 million class M-3 downgraded to 'BB' from 'BBB+'; -- $2.3 million class M-4 downgraded to 'BB' from 'BBB'; -- $1.7 million class M-5 downgraded to 'BB-' from 'BBB-'; -- $0.1 million class B-1 downgraded to 'B' from 'BB'; Ace 2006-SD1 -- $28.2 million class A-1B affirmed at 'AAA'; -- $18.2 million class M-1 downgraded to 'A+' from 'AA'; -- $10.7 million class M-2 downgraded to 'BBB+' from 'A+'; -- $6.4 million class M-3 downgraded to 'BBB-' from 'A'; -- $2.6 million class M-4 downgraded to 'BB+' from 'A-'; -- $3.4 million class M-5 downgraded to 'BB' from 'BBB', placed on Rating Watch Negative; Ace 2006-SD2 -- $33.2 million class A affirmed at 'AAA'; -- $18.1 million class M-1 downgraded to 'A+' from 'AA'; -- $11.6 million class M-2 downgraded to 'BBB-' from 'A'; -- $4.9 million class M-3 downgraded to 'BB' from 'BBB+'; -- $2.4 million class M-4 downgraded to 'BB' from 'BBB'; -- $2.2 million class M-5 downgraded to 'BB-' from 'BBB-', placed on Rating Watch Negative; Ace 2006-SD3 -- $61.7 million class A affirmed at 'AAA'; -- $15.0 million class M-1 affirmed at 'AA'; -- $9.2 million class M-2 downgraded to 'BBB' from 'A'; -- $3.8 million class M-3 downgraded to 'BB' from 'BBB+'; -- $2.2 million class M-4 downgraded to 'BB' from 'BBB'; -- $2.0 million class M-5 downgraded to 'BB-' from 'BBB-' AES CORP: Unit Gets Fitch 'B-' Foreign Currency ID Rating --------------------------------------------------------- Fitch has affirmed AES Dominicana Energia Finance, S.A.'s international foreign currency Issuer Default Ratings at 'B-'. The rating action applies to US$160 million of notes due 2015 issued by AES Dominicana. The Recovery Rating has also been affirmed at 'RR4'. The Rating Outlook is Stable. The notes are jointly and severally guaranteed by AES Dominicana's two operating companies, AES Andres B.V. and Dominican Power Partners. In addition, the notes benefit from a six-month debt- service reserve account and a US$23.5 million guarantee from AES Corp., rated 'B+' by Fitch. The 'RR4' recovery rating reflects the Dominican Republic's recovery rating cap. AES Dominicana Energia Finance S.A. operates as a subsidiary of AES Corp. AES Dominicana's ratings incorporate the risks of operating electric generation assets in the Dominican Republic, where distribution companies have historically reported poor operating performance, characterized by very high losses and low collections. The ratings also consider the electricity sector's dependence on government subsidies. Over the next few years, Fitch expects the government to continue to support the sector via subsidies and the sector to slowly recover. The recent government initiatives to re-negotiate power purchase agreements might increase cash flow generation uncertainty for generation companies. The company's credit metrics are considered very strong for the rating category and have recently improved significantly. The company's ratings are bolstered by the credit quality of the company's two main electricity generation assets, Andres and DPP. On a combined basis, the company reported strong financial performance during 2007. The company generated approximately US$66.8 million of EBITDA and reported an interest coverage, measured by EBTIDA to interest expense of 3.7 times, and a leverage ratio, measured by total debt-to-EBITDA of 2.6(x). Although the company's cash flow generation during 2007 was strong, the company's cash position decrease to US$53.4 million from US$72.5 million as of year end 2006, due primarily to an intercompany loan interest payment of US$38 million coupled with a US$10 million dividend payment. Andres and DPP enjoy a competitive advantage due to their favorable power purchase agreements and the use of liquefied natural gas versus other fuels to generate electricity. AES Dominicana controls the only LNG import point into the Dominican Republic. Andres is the newest and most efficient power plant in the country and ranks among the lowest cost electricity generators in the country. Andres' combined-cycle plant burns natural gas and is expected to be fully dispatched as a base load unit as long as the LNG price is not more than 15% above the imported price of fuel oil No. 6. AES Dominicana is an energy group operating in the Dominican Republic, which manages two of AES Corp.'s wholly owned generation assets, Andres and DPP. AES Dominicana, through an AES Corp subsidiary, also has a management agreement to operate EDE-Este, one of the three distribution companies in the country. Andres is a power plant with a 304MW combined cycle generation facility with duel fuel capability (gas and diesel) but with natural gas supplied through the LNG import facility serving as the primary fuel while DPP is a 236MW power plant comprising two simple cycle combustion turbines that can burn both natural gas and fuel oil Number 2. Both plants together have PPA contracts with EDE-Este for 260MW that increase over time, but Andres is currently servicing all contracts given its greater efficiency. Andres LNG terminal includes a large tanker berth and jetty, an LNG refueling pier, and a one million barrel (160,000 cubic meters, m3) LNG storage tank, as well as re-gasification and handling facilities for both LNG and diesel. AIRBORNE HEALTH: Moody's Junks Ratings on Continuing Legal Issues ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating and senior secured credit facilities of Airborne Health, Inc to Caa1 from B3. The downgrade reflects continuing legal issues which followed the settlement of a class action lawsuit in November 2007, and delays in seeking and obtaining covenant amendments from the company's senior secured lenders. The ratings remain under review for a further downgrade. Notwithstanding a considerable amount of cash on the balance sheet and no revolver borrowings, liquidity is constrained by potentially substantial legal claims and is exacerbated by the option afforded the senior lenders to accelerate the debt outstanding. Moreover, Moody's believes that the ongoing uncertainty with respect to these issues is likely to divert management attention from operational issues. The downgrade also takes into account the company's relatively small revenue base, high leverage, undiversified product offering, the potential effects of an economic slowdown on consumer spending, higher than anticipated seasonality in the category, and dependence on larger retail customers for the distribution of its products amidst intense competition from a variety of branded and private label products. Moody's believes that, notwithstanding adverse publicity relating to the class action lawsuit, the Airborne brand continues to enjoy broad support among its target consumer segments. The ratings also benefit from the company's efforts to diversify its product offering and evidence that the brand outperformed other branded goods. Nonetheless, uncertainties remain as to the company's marketing flexibility absent a settlement of legal claims with the FTC and state attorney generals. Although the company is currently exploring strategic initiatives including the potential for a capital injection, stabilization of the ratings is contingent on resolution of outstanding legal claims and, also, resolution of the continuing covenant default. Moody's took these rating actions: -- Downgraded the Corporate Family Rating to Caa1 from B3; -- Downgraded the Probability of Default Rating to Caa2 from Caa1; -- Downgraded the $20 million first lien secured revolving credit facility due 2012 to Caa1 (LGD 3, 35%) from B3 (LGD 3, 34%); -- Downgraded the $152 million first lien secured term loan due 2012 to Caa1 (LGD 3, 35%) from B3 (LGD 3, 34%); The ratings remain under review for a downgrade. Airborne Health, Inc, headquartered in Bonita Springs, Florida, markets the "Airborne" effervescent health formula that is designed to support the immune system. The company's products are distributed nationwide through about 70,000 supermarkets, drugstores, discounters, club stores, and other retail locations. Airborne generated net revenue of $126 million for the twelve months ended Jan. 31, 2008. ALASKA AIR: Weakening Fin'l Profile Cues S&P to Cut Ratings to B+ ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Alaska Air Group Inc. and its major operating subsidiary, Alaska Airlines Inc., including lowering the long-term corporate credit ratings on both to 'B+' from 'BB-'. The outlook is stable. "The downgrade is based on an expected weakening in the company's financial profile in 2008 because of sustained high fuel prices and weaker demand in the second half of 2008 as a result of the slowing economy," said Standard & Poor's credit analyst Betsy Snyder. "While Alaska Air Group's earnings performance will be helped by a fuel-hedging program that is second best among the U.S. airlines, we expect the company to report a loss, albeit less than those of its competitors," the analyst continued. Although the company's credit ratios are expected to weaken, it does benefit from relatively strong liquidity for its size. The company had more than $1 billion of cash and short-term investments, with no exposure to auction-rate securities (equivalent to 28% of annualized revenues) at April 24, 2008. The ratings reflect Alaska Airlines' midsize route network serving competitive markets, and the inherent risk of the airline industry, offset somewhat by its strong position in its major markets and relatively good liquidity for its size. Alaska Air Group is the holding company for Alaska Airlines Inc. and Horizon Air Industries Inc. Alaska Airlines, the eighth- largest U.S. airline, accounts for approximately 87% of consolidated revenues, and operates hubs at Seattle; Portland, Ore.; Anchorage, Alaska; and Los Angeles, primarily serving destinations in Alaska from the lower 48 states, as well as cities along the West Coast of the U.S., Canada, and Mexico. The company also provides east/west service to eight destinations, primarily from Seattle, and began serving Hawaii from Seattle and Anchorage in October 2007. S&P expect Alaska Air, like other U.S. airlines, to report a loss in 2008, albeit less than most other airlines. However, the company's cash, cash from operations, and equipment financings should enable it to meet debt maturities and capital spending through the end of 2009. S&P could revise the outlook to negative if higher-than-expected fuel prices or sustained economic weakness continue to erode the company's financial profile. S&P consider an outlook revision to positive unlikely unless industry conditions begin to improve, and S&P see evidence of margin improvement. AMERICAN HOME: Court Denies Wells Fargo's Motion to Lift Stay ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware denied a request by Wells Fargo Bank, N.A. to lift the automatic stay to the extent necessary to recover a payment made in error to, and unjustly retained by, American Home Mortgage Investment Corp. through recoupment, the imposition of a constructive trust, and the imposition of an equitable lien against certain securities owned by AHM Investment. As reported by the Troubled Company Reporter on April 3, 2008, Wells Fargo is the securities administrator, to a certain indenture dated as of March 13, 2007, along with American Home Mortgage Assets Trust 2007-A & SD1, as issuing entity, and Deutsche Bank National Trust Company, as indenture trustee. On March 26, 2007, Wells Fargo paid in error to AHM Investment $462,049 on account of the Class IV-M-4 Note held by the Debtor. Wells Fargo promptly notified the Debtor of the error and requested the immediate return of the Payment to the Trust. The Debtor, however, has refused to return the Payment. Todd C. Schiltz, Esq., at WolfBlock LLP, in Wilmington, Delaware, contendedthat because of the Debtor's refusal and the unjust enrichment of the bankruptcy estates at the expense of the Trust, Wells Fargo, on behalf of the Trust, should be granted relief from automatic stay, and authorized to: -- recoup the Payment from future distributions that become due to the Debtor on account of its securities in the Trust; -- assert, enforce, and realize upon a constructive trust imposed upon the Debtor's accounts, in which the Payment or its proceeds, were deposited; and -- assert, enforce, and realize upon an equitable lien on the Debtor's 25 securities in AHM Investment Trust 2005-SD1, AHM Investment Trust 2006-2, AHM Investment Trust 2007-A SD1, American Home Mortgage Assets LLC Trust 2007-3, and AHM Assets LLC Trust 2007-SD2, until Wells Fargo, on behalf of the Trust, may be fully reimbursed for the full amount of the Payment. Mr. Schiltz told Judge Christopher Sontchi that the Payment should never have been made because no distributions were owing to any holders of Class IV-M-4 Notes at that time. He noted that the Debtor knew, or should have known, that it was very unlikely that any payments would be distributed to the Debtor on its Class IV-M- 4 Note. Debtors Object As reported by the TCR on April 23, the Debtors objected, pointing out that Wells Fargo seeks relief from the automatic stay to recover payments made before the bankruptcy filing. Wells Fargo sought relief from the automatic stay to assert equitable remedies of recoupment, constructive trust and equitable lien to recover a M-4 Note Payment made in March 2007, more than 4 months before the Petition Date. The Debtors added that Wells Fargo, prior to filing its lift stay request, twice violated the automatic stay through impermissible postpetition set-offs of $269,245 from distributions owed to the Debtors on wholly separate and distinct securities. 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. 34; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Kohl, et al. Want Stay Lifted; Class Action Settled ------------------------------------------------------------------ Christian Kohl, Patrick Manley, Freya DeNitto, Shawn O'Neil, Thomas Marinovich, Thomas Byrnes, David Livingstone, Kathleen Mamer, Randy Mamer and Scott Robisch ask the Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay under Section 362 of the Bankruptcy Code for the limited purpose of allowing a court to pass on the fairness of a settlement of a class action, thereby liquidating the claims of the class. On November 1, 2004, Kohl, et al., filed a class action against American Home Mortgage Investment Corporation and American Home Mortgage Corporation in the U.S. District Court for the Southern District of New York, alleging violations of (i) the Fair Labor Standards Act, and its implementing regulations, and (ii) New York labor law. By order of the Hon. John G. Koeltl on July 6, 2005, the lawsuit was permitted to proceed as a class action. David L. Finger, Esq., at Finger & Slanina, LLC, in Wilmington, Delaware, relates that on July 17, 2007, the parties entered into a "Class Action Settlement Agreement and Release of All Claims." However, before the parties could submit the settlement to the District Court for approval, the Debtors filed for Chapter 11 protection. Mr. Finger contends that the Debtors will not be prejudiced by the request because Kohl, et al., are not currently seeking to collect the settlement amount, but merely to have the settlement approved by the District Court. He assures Judge Sontchi that the settlement amount would be subject to the Debtors' confirmed plan of reorganization. Alternatively, if the Court is unwilling to lift the stay to permit the approval of the settlement, Kohl, et al., ask Judge Sontchi to assume control of the New York action, and allow it to be transferred to the Bankruptcy Court for the purpose of passing on the settlement. 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. 34; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: BoNY, et al. Seek to Foreclose on Properties ----------------------------------------------------------- Bank of New York, Beltway Capital, LLC c/o Select Portfolio Servicing, Inc., Wells Fargo Bank, N.A., CHL, Saxon Mortgage Services, Inc., Deutsche Bank National Trust Company, Countrywide Home Loans, Inc., and HSBC Bank USA, National Association, separately ask the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay imposed under Section 362 of the Bankruptcy Code to exercise their rights against 22 parcels of real properties located at: (1) 2 Laurel Lane, in Prospect, Connecticut 06712; (2) 28 Shinar Mountain Road, in Washington Depot, Conn.; (3) 54-56 Lynch Street, in Providence, Rhode Island 02908; (4) 114-116 James Street, in Bridgeport, Connecticut 06606; (5) 184 Clinton Street, in E Patchogue, New York 11772; (6) 263-267 Salem Street, in Bridgeport, Connecticut 06606; (7) 459 Banfil Street, in Saint Paul, Minnesota 55106; (8) 844N Lawndale, in Chicago, Illinois 60651; (9) 1411 South Jackson Street, in Green Bay, Wisconsin 54301; (10) 1727 Palmetto Ave, in Deland, Florida 32724; (11) 2345 Linden Street, in Atwater, California 95301; (12) 3160 E Allen Road, in Oceola Township, Michigan 48855; (13) 3545 Ewell Street, in Annandale, Virginia 22003; (14) 4640 Prince St, in Downers Grove, Illinois 60515; (15) 8308 S Green St, in Chicago, Illinois 60620; (16) 8716 Lords View Loop, in Gainesville, Virginia 20155; (17) 13831 Beckwith Drive, in Houston, Texas 77014; (18) 13998 Jana Circle, in Seaford, Delaware 19973; (19) 17618 Lindstrom Ct, in Gaithersburg, Maryland 20877; (20) 19601E Country Club Drive #7607, in Aventura, Florida; (21) 24118 Bobcat Road, in Astor, Florida 32102; and (22) 42674 Cedat Ridge Boulevard, in Chantilly, Virginia. Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington, Delaware, relates that BoNY, et al., are the current holders of the Properties' mortgages and notes. He adds that review of the Properties' titles shows that Mortgage Lenders Network USA, Inc., may hold a lien junior to the Mortgages. Mr. Hiller informs the Court that the obligors of the Properties are currently in default under the Notes, thus, BoNY, et al., seek to exercise their non-bankruptcy rights and remedies with respect to the Notes, including the enforcement of their rights against the Mortgages. Because the Junior Mortgages of American Home Mortgage Investment Corp. and its debtor-affiliates are subordinate to BNY, et al.'s Mortgages, the Debtor has no equity in the Properties, Mr. Hiller says. He adds that because the Junior Mortgages add little or no value to the bankruptcy estate, the Properties are not necessary for the Debtor's reorganization. Hence, Mr. Hiller contends, relief from the automatic stay is appropriate under Section 362(d)(2) of the Bankruptcy Code to permit BoNY, et al., to exercise their rights and remedies with respect to the Mortgages, including foreclosure on the Properties. 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. 34; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Court Approves Stipulation with Calyon New York -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approves a stipulation between American Home Mortgage Investment Corp., its debtor-affiliates and Calyon New York Branch, which settles, without further litigation, Calyon's request to obtain certain advanced funds, and certain other disputes. As reported in the Troubled Company Reporter on April 23, 2008, Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, American Home Investment Corp., its debtor-affiliates, and Calyon New York Branch, administrative agent under a repurchase agreement dated Nov. 21, 2006, asked the Court to approve their stipulation. Calyon New York Branch sought a declaratory judgment, injunctive relief and damages, including a demand for an accounting and a constructive trust, against the Debtors pursuant to the Debtors' refusal to turnover certain and records and transfer funds on account of the termination of their mortgage loans repurchase agreement. Pursuant to a Repurchase Agreement dated November 21, 2006, Calyon, as administrative agent, on behalf of various parties, was requested to purchase and did purchase, from time to time, certain mortgage loans from the Debtors. The Debtors agreed to repurchase the loans on applicable dates at set prices. Pursuant to the Repurchase Agreement, American Horne Mortgage Servicing, Inc., as servicer, was responsible for administering the underlying Mortgage Loans, including, without limitation, collecting monthly mortgage payments, monitoring past-due accounts, and reporting on defaulted loans. On August 1, 2007, Calyon sent the Debtors notices of default, which, among others, notified of the acceleration all amounts due, and the termination of the facility. The Repurchase Price for the Mortgage Loans $1,178,225,176, plus a "price differential", interest and costs, including attorney fees. Pursuant to the Stipulation: -- Calyon is provided with a cash recovery of $11,546,262; -- the Debtors agree to use reasonable efforts to trace and recover a total of $2,017,291 in unpaid funds, which will be paid to Calyon, if recovered; -- Calyon agrees that, in addition to the right to enforce the provisions of the Stipulation, Calyon's only rights and claims against the Debtors for the Unpaid Funds are general unsecured claims in connection with the Repurchase Agreement; -- Calyon waives its right to $2,729,164, which will be placed into an escrow account maintained by the Debtors and held pending further Court order or agreement of the parties that may assert an interest in the funds; -- Calyon and the Debtors agree to place $415,752 -- the disputed principal and interest payments -- in an escrow account, and retain all rights and claims to the Disputed P&I; and -- the Debtors agree to determine by June 2, 2008, whether any portion of certain remaining amounts aggregating $334,407 are due to Calyon. The Debtors agree to recover any portion of the Remaining Amounts, which are due to Calyon, if any. The aggregate amounts referenced in the Stipulation were calculated based on the identification of specific funds related to certain mortgage loans that never closed and were funded by Calyon under the Repurchase Agreement. While the Parties have not broken down the specific amounts and identified the related Mortgage Loans, they have shared the relevant data supporting the aggregate amounts referenced. The Parties also ask the Court to direct Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A., and Bank of New York to transfer appropriate funds to either the Debtors or Calyon as provided for by the Stipulation. The Debtors also intend to instruct North Fork Bank to transfer certain funds to Calyon. Calyon and BofA Also Stipulate Calyon and Bank of America, N.A., administrative agent for certain prepetition secured parties, agree to settle issues regarding BofA's request to intervene in the Adversary Proceeding, and BofA's objection to Calyon's request to obtain certain advanced funds subject to the security interests of the Prepetition Secured Parties. The Debtors have advised Calyon that they have no objection to the stipulation. The key terms of Calyon and BofA's agreement are: -- The request to intervene and objection to Calyon's request regarding the advanced funds will be withdrawn; -- BofA agrees not to object to the Debtors' and Calyon's Stipulation; -- BofA agrees not to seek or recover from Calyon, and waives any claim against Calyon, with respect to the funds that Deutsche Bank, JPMorgan, North Fork and BoNY will transfer to Calyon; -- If the Debtors and Calyon's Stipulation does not become effective, BofA's rights and claims against Calyon, if any, are reserved with respect to up to $315,000; and -- Nothing in Calyon and BofA's agreement will be deemed or construed as an admission or release by BofA of any rights, claims or defenses with respect to any claim or action asserted against BofA in connection with certain swept funds in BoNY's account. BofA Allowed to Intervene The Court has allowed BofA to intervene in the Adversary Proceeding solely to permit it to oppose to Calyon's request to obtain certain advanced funds subject to the security interests of the Prepetition Secured Parties. Judge Christopher Sontchi said the order is without prejudice to the rights of any party-in- interest to seek or oppose any further relief. The Debtors and Calyon previously informed the Court that they are not opposed to BofA's limited intervention. However, they asked the Court that BofA should not be allowed to intervene in any other aspect of the proceeding. 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. 34; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN IRONHORSE: Court Chooses Dealer as Stalking-Horse Bidder ----------------------------------------------------------------- Rocky Mountain Choppers obtained approval from the U.S. Bankruptcy Court for the Northern District of Texas to serve as the stalking- horse bidder for the assets of American IronHorse Motorcycle Company, Inc. Rocky Mountain Choppers was awarded stalking-horse bidder status in connection with the court's approval of the debtor's auction procedures on April 29, 2008. Rocky Mountain Choppers and another affiliate, Blackwater Choppers, are important American IronHorse dealers located in Montana and Minnesota and owned by Scott Meyers. Mr. Meyers is a former senior executive of several Fortune 1000 companies. During meetings with company executives after the court hearing, Mr. Meyers expressed his enthusiasm for the transaction. "I am pleased to be close to buying American IronHorse. I know this brand, understand this business, and bring a strong understanding of supplier, dealer, and customer needs. Together with my team, we have a clear strategy that will help this company succeed." This bid is subject to the submission of "higher and better bids" and bankruptcy court approval on May 23, 2008. Based in Fort Worth, Texas, American IronHorse Motorcycle Company, Inc., designs, manufactures, and markets custom v-twin motorcycles. AIH markets its motorcycles through a national network of more than 100 dealers and is actively pursuing international sales in Canada and the United Kingdom. On March 25, 2008, American IronHorse consented to the move by a group of creditors to place the company under chapter 11 bankruptcy protection before the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division. On the same day, the Bankruptcy Court entered an order for relief under Chapter 11 of the U.S. Bankruptcy Code. Three creditors -- AG Nichlos, Jr., William E. Buford and Jim Graham -- filed the involuntary petition against the company on Feb. 29, 2008. The petitioners are owed $120,000 by the company. The petitioner's counsel is Troy D. Philips, Esq., at Glast, Phillips & Murray, PC, in Dallas, Texas. Vincent P. Slusher, Esq., at Beirne Maynard & Parsons, LLP, represents the Debtor. AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $399.9MM Certificates ---------------------------------------------------------------- Fitch Ratings has taken rating actions on 18 Ameriquest Mortgage Securities Inc. mortgage pass-through certificate transactions. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are. Affirmations total $2.7 billion and downgrades total $399.9 million. Additionally, $13.3 million was placed on Rating Watch Negative. Series 2003-1 -- $92.4 million class M-1 affirmed at 'AA'; -- $15.2 million class M-2 downgraded to 'B' from 'BBB'; -- $5.0 million class MF-3 downgraded to 'CC/DR4' from 'CCC/DR2'; -- $9.4 million class MV-3 downgraded to 'CC/DR4' from 'CCC/DR2'; -- $0.4 million class M-4 revised to 'C/DR6' from 'C/DR5'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 22.10%; -- Realized Losses to date (% of Original Balance): 2.44%. Series 2003-2 -- $23.4 million class M-1 affirmed at 'AA'; -- $3.4 million class M-2 rated 'BBB', placed on Rating Watch Negative; -- $3.9 million class M-3 remains at 'C/DR2'; -- $0.3 million class M-4 remains at 'C/DR6'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 25.56%; -- Realized Losses to date (% of Original Balance): 2.46%. Series 2003-6 -- $26.1 million class M-1 affirmed at 'AAA'; -- $72.0 million class M-2 affirmed at 'AA-'; -- $24.0 million class M-3 affirmed at 'A+'; -- $24.0 million class M-4 affirmed at 'A'; -- $20.0 million class M-5 downgraded to 'B' from 'BBB-'; -- $12.3 million class M-6 revised to 'C/DR5' from 'C/DR4'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 18.29%; -- Realized Losses to date (% of Original Balance): 2.28%. Series 2003-8 -- $52.4 million class AF-4 affirmed at 'AAA'; -- $67.9 million class AF-5 affirmed at 'AAA'; -- $20.7 million class AV-1 affirmed at 'AAA'; -- $2.3 million class AV-2 affirmed at 'AAA'; -- $119.8 million class M-1 affirmed at 'AA+'; -- $30.2 million class M-2 affirmed at 'A+'; -- $10.8 million class M-3 affirmed at 'A-'; -- $9.9 million class M-4 rated 'BBB+', placed on Rating Watch Negative; -- $10.3 million class M-5 affirmed at 'B'; -- $4.0 million class MF-6 downgraded to 'CC/DR4' from 'B-/DR2'; -- $4.4 million class MV-6 downgraded to 'CC/DR4' from 'B-/DR2'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 15.36%; -- Realized Losses to date (% of Original Balance): 2.03%. Series 2003-10 -- $29.3 million class AF-5 affirmed at 'AAA'; -- $22.0 million class AF-6 affirmed at 'AAA'; -- $84.7 million class AV-1 affirmed at 'AAA'; -- $0.8 million class AV-2 affirmed at 'AAA'; -- $53.9 million class M-1 affirmed at 'AA'; -- $21.6 million class M-2 affirmed at 'A'; -- $4.8 million class M-3 affirmed at 'A-'; -- $5.3 million class M-4 affirmed at 'BBB+'; -- $4.8 million class M-5 affirmed at 'BBB'; -- $3.9 million class MF-6 affirmed at 'B'; -- $1.8 million class MV-6 affirmed at 'B'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 8.62%; -- Realized Losses to date (% of Original Balance): 1.54%. Series 2003-11 -- $16.1 million class AF-5 affirmed at 'AAA'; -- $21.1 million class AF-6 affirmed at 'AAA'; -- $37.6 million class AV-1 affirmed at 'AAA'; -- $10.4 million class AV-2 affirmed at 'AAA'; -- $15.8 million class AV-4 affirmed at 'AAA'; -- $112.1 million class M-1 affirmed at 'AA'; -- $40.6 million class M-2 affirmed at 'A'; -- $3.2 million class M-3 affirmed at 'A-'; -- $4.9 million class M-3B affirmed at 'A-'; -- $5.8 million class M-4B affirmed at 'BBB+'; -- $6.9 million class M-5 affirmed at 'BB+'; -- $8.7 million class M-6 affirmed at 'B-/DR1'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 15.65%; -- Realized Losses to date (% of Original Balance): 1.92%. Series 2003-12 -- $9.5 million class AF affirmed at 'AAA'; -- $26.3 million class AV-1 affirmed at 'AAA'; -- $45.0 million class M-1 affirmed at 'AA'; -- $20.6 million class M-2 affirmed at 'A'; -- $2.9 million class M-3 affirmed at 'A-'; -- $3.3 million class M-4 affirmed at 'BBB+'; -- $2.9 million class M-5 affirmed at 'B'; -- $3.0 million class M-6 affirmed at 'B-/DR1'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 15.12%; -- Realized Losses to date (% of Original Balance): 1.91%. Series 2003-AR2 -- $49.0 million class M-1 affirmed at 'AA'; -- $7.4 million class M-2 downgraded to 'B' from 'BB+'; -- $4.8 million class M-3 downgraded to 'C/DR4' from 'CCC'; -- $0.0 million class M-4 revised to 'C/DR6' from 'C/DR5'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 24.65%; -- Realized Losses to date (% of Original Balance): 1.68%. Series 2003-AR3 -- $32.8 million class M-2 affirmed at 'AA'; -- $17.0 million class M-3 affirmed at 'AA-'; -- $17.0 million class M-4 affirmed at 'A+'; -- $17.0 million class M-5 downgraded to 'BBB-' from 'A'; -- $17.0 million class M-6 downgraded to 'B' from 'BB'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co.; -- 60+ day Delinquency: 23.72%; -- Realized Losses to date (% of Original Balance): 1.39%. Series 2004-IA1 -- $7.0 million class M-1 affirmed at 'AA+'; -- $10.6 million class M-2 affirmed at 'AA'; -- $3.3 million class M-3 affirmed at 'AA-'; -- $6.9 million class M-4 affirmed at 'A'; -- $2.8 million class M-5 affirmed at 'A-'; -- $2.7 million class M-6 affirmed at 'BBB+'; -- $1.8 million class M-7 affirmed at 'BBB'; -- $0.8 million class M-8 affirmed at 'BBB-'; -- $0.2 million class M-9 affirmed at 'BB+'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 19.73%; -- Realized Losses to date (% of Original Balance): 0.68%. Series 2004-R1 -- $70.7 million class A-1A affirmed at 'AAA'; -- $7.9 million class A-1B affirmed at 'AAA'; -- $20.3 million class A-2 affirmed at 'AAA'; -- $35.8 million class M-1 affirmed at 'AA+'; -- $32.5 million class M-2 affirmed at 'AA'; -- $13.0 million class M-3 affirmed at 'AA-'; -- $7.5 million class M-4 affirmed at 'A+'; -- $4.3 million class M-5 affirmed at 'A'; -- $4.3 million class M-6 affirmed at 'A-'; -- $4.3 million class M-7 affirmed at 'BBB+'; -- $4.3 million class M-8 affirmed at 'BBB'; -- $4.8 million class M-9 affirmed at 'BB'; -- $2.9 million class M-10 affirmed at 'B-/DR1'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 16.40%; -- Realized Losses to date (% of Original Balance): 1.06%. Series 2004-R2 -- $44.2 million class A-1A affirmed at 'AAA'; -- $4.9 million class A-1B affirmed at 'AAA'; -- $32.4 million class A-4 affirmed at 'AAA'; -- $20.0 million class M-1 affirmed at 'AA+'; -- $18.0 million class M-2 affirmed at 'AA'; -- $9.1 million class M-3 affirmed at 'AA-'; -- $4.5 million class M-4 affirmed at 'A+'; -- $3.8 million class M-5 affirmed at 'A'; -- $3.5 million class M-6 affirmed at 'A-'; -- $3.7 million class M-7 affirmed at 'BBB+'; -- $3.7 million class M-8 downgraded to 'B' from 'BB'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 19.40%; -- Realized Losses to date (% of Original Balance): 1.55%. Series 2004-R3 -- $50.9 million class A-1A affirmed at 'AAA'; -- $5.7 million class A-1B affirmed at 'AAA'; -- $16.2 million class A-4 affirmed at 'AAA'; -- $67.5 million class M-1 affirmed at 'AA'; -- $46.5 million class M-2 affirmed at 'A'; -- $2.1 million class M-3 affirmed at 'A-'; -- $5.5 million class M-4 affirmed at 'BBB+'; -- $5.0 million class M-5 affirmed at 'BBB'; -- $5.4 million class M-6 affirmed at 'BB+'; -- $6.8 million class M-7 revised to 'B-/DR2' from 'B-/DR1'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 18.47%; -- Realized Losses to date (% of Original Balance): 2.68%. Series 2004-R4 -- $59.7 million class M-1 affirmed at 'AA'; -- $44.0 million class M-2 affirmed at 'A-'; -- $10.0 million class M-3 affirmed at 'BB+'; -- $12.5 million class M-4 downgraded to 'B' from 'BB'; -- $3.6 million class M-5 downgraded to 'C/DR5' from 'B'; -- $4.0 million class M-6 downgraded to 'C/DR6' from 'CCC/DR1'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 27.92%; -- Realized Losses to date (% of Original Balance): 2.96%. Series 2004-R5 -- $18.9 million class A-1A affirmed at 'AAA'; -- $2.1 million class A-1B affirmed at 'AAA'; -- $57.5 million class M-1 affirmed at 'AA'; -- $47.5 million class M-2 downgraded to 'BBB+' from 'A'; -- $9.1 million class M-3 downgraded to 'BBB' from 'A-'; -- $3.8 million class M-4 downgraded to 'BB+' from 'BBB'; -- $2.8 million class M-5 downgraded to 'BB-' from 'BB'; -- $2.7 million class M-6 affirmed at 'B'; -- $3.6 million class M-7 remains at 'C/DR5'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 25.51%; -- Realized Losses to date (% of Original Balance): 1.99%. Series 2004-R9 -- $50.5 million class A-1 affirmed at 'AAA'; -- $6.6 million class A-4 affirmed at 'AAA'; -- $25.0 million class M-1 affirmed at 'AA+'; -- $24.0 million class M-2 affirmed at 'AA'; -- $17.5 million class M-3 affirmed at 'AA-'; -- $16.0 million class M-4 downgraded to 'BBB+' from 'A'; -- $7.5 million class M-5 downgraded to 'BBB-' from 'A-'; -- $7.5 million class M-6 downgraded to 'BB+' from 'BBB+'; -- $6.8 million class M-7 downgraded to 'BB' from 'BBB'; -- $3.0 million class M-8 downgraded to 'BB-' from 'BBB-'; -- $2.1 million class M-9 downgraded to 'B' from 'BB+'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 28.75%; -- Realized Losses to date (% of Original Balance): 1.33%. Series 2004-R11 -- $142.4 million class A-1 affirmed at 'AAA'; -- $26.6 million class A-2 affirmed at 'AAA'; -- $63.8 million class M-1 affirmed at 'AA+'; -- $32.2 million class M-2 downgraded to 'A' from 'AA'; -- $16.5 million class M-3 downgraded to 'A-' from 'AA-'; -- $15.0 million class M-4 downgraded to 'BBB+' from 'A+'; -- $9.2 million class M-5 downgraded to 'BBB' from 'A'; -- $5.3 million class M-6 downgraded to 'BBB-' from 'A-'; -- $3.3 million class M-7 downgraded to 'BB+' from 'BBB+'; -- $2.3 million class M-8 downgraded to 'BB' from 'BBB'; -- $4.0 million class M-9 downgraded to 'BB-' from 'BBB-'; -- $4.0 million class M-10 downgraded to 'C/DR5' from 'CCC/DR1'. Deal Summary -- Originators: Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 23.24%; -- Realized Losses to date (% of Original Balance): 1.07%. Series 2004-R12 -- $156.5 million class A-1 affirmed at 'AAA'; -- $36.8 million class A-4 affirmed at 'AAA'; -- $63.8 million class M-1 affirmed at 'AA+'; -- $32.2 million class M-2 affirmed at 'AA'; -- $16.5 million class M-3 downgraded to 'A-' from 'AA-'; -- $15.0 million class M-4 downgraded to 'BBB+' from 'A+'; -- $12.8 million class M-5 downgraded to 'BBB' from 'A'; -- $11.4 million class M-6 downgraded to 'BBB-' from 'A-'; -- $3.7 million class M-7 downgraded to 'BB+' from 'BBB+'; -- $2.6 million class M-8 downgraded to 'BB' from 'BBB'; -- $4.4 million class M-9 downgraded to 'BB-' from 'BBB-'; -- $3.9 million class M-10 downgraded to 'B' from 'BB+'. Deal Summary -- Originators: 100% Ameriquest Mortgage Co. and Town & Country Credit Co.; -- 60+ day Delinquency: 23.89%; -- Realized Losses to date (% of Original Balance): 0.93%. AMPEX CORPORATION: Shareholder Wants Equity Committee Appointed --------------------------------------------------------------- ValueVest High Concentration Master Fund Ltd., equity security holder and party-in-interest of Ampex Corporation and its debtor- affiliates, ask the U.S. Bankruptcy Court for the Southern District of New York to immediately appoint an Official Committee of Equity Holders to represent and prosecute the interest of shareholders and recover certain of their equity stake in the Debtors. ValueVest argues that the Debtors are not insolvent and there is a substantial likelihood of a meaningful distribution to equity. The Debtors have at least 393 shareholders with Class A common stock outstanding as of March 25, 2008, wherein ValueVest holds 13.4% shares of the Debtors' Class A common stock. A hearing is set on May 1, 2008, at 10:00 a.m., to consider approval of ValueVest request. About Ampex Corporation Headquartered in Redwood City, California, Ampex Corporation -- 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. The Debtors selected Epiq Systems Bankruptcy Solution as claims, noticing and balloting agent. The U.S. Trustee for Region 2 appointed five creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection against their creditors, they listed total assets of $26,467,000 and total debts of $133,602,000. As of Dec. 31, 2007, Ampex reported a balance sheet data with total assets of $26.46 million, total liabilities of $133.60 million resulting to a total stockholders' deficit of $107.13 million. ARGENT SECURITIES: Fitch Lowers Ratings on $83.1MM Certificates --------------------------------------------------------------- Fitch Ratings has taken rating actions on nine Argent Securities Inc. mortgage pass-through certificate transactions. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $769.4 million and downgrades total $83.1 million. Series 2003-W2 -- $7.9 million class M-2 affirmed at 'AA-'; -- $4.0 million class M-3 affirmed at 'A+'; -- $4.0 million class M-4 affirmed at 'A'; -- $4.0 million class M-5 affirmed at 'BBB+'; -- $5.0 million class M-6 downgraded to 'B' from 'BB'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 27.84%; -- Realized Losses to date (% of Original Balance): 1.43%. Series 2003-W3 -- $6.8 million class AF-6 affirmed at 'AAA'; -- $104.0 million class M-1 affirmed at 'AA+'; -- $67.9 million class M-2 affirmed at 'A'; -- $7.6 million class M-3 affirmed at 'A-'; -- $7.5 million class M-4 affirmed at 'BBB+'; -- $8.2 million class M-5 affirmed at 'BB'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 14.82%; -- Realized Losses to date (% of Original Balance): 1.78%. Series 2003-W4 -- $33.3 million class M-1 affirmed at 'AA'; -- $9.9 million class M-2 affirmed at 'A'; -- $3.7 million class M-3 affirmed at 'BBB+'; -- $2.1 million class M-4 affirmed at 'BBB'; -- $1.5 million class M-5 downgraded to 'B' from 'BB'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 15.03%; -- Realized Losses to date (% of Original Balance): 1.28%. Series 2003-W8 -- $45.6 million class M-1 affirmed at 'AA'; -- $26.5 million class M-2 affirmed at 'A'; -- $2.6 million class M-3 affirmed at 'A-'; -- $2.8 million class M-4 downgraded to 'BBB' from 'BBB+'; -- $3.2 million class M-5 downgraded to 'BB' from 'BBB'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 21.69%; -- Realized Losses to date (% of Original Balance): 1.78%. Series 2003-W10 -- $42.4 million class M-1 affirmed at 'AA'; -- $29.1 million class M-2 affirmed at 'A'; -- $2.7 million class M-3 affirmed at 'A-'; -- $3.3 million class M-4 downgraded to 'BBB' from 'BBB+'; -- $2.7 million class M-5 downgraded to 'B' from 'BB'; -- $3.0 million class M-6 downgraded to 'C/DR4' from 'B'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 19.96%; -- Realized Losses to date (% of Original Balance): 1.97%. Series 2004-PW1 -- $1.3 million class M-1 affirmed at 'AA+'; -- $18.0 million class M-2 affirmed at 'AA'; -- $7.5 million class M-3 affirmed at 'AA-'; -- $6.2 million class M-4 affirmed at 'A+'; -- $3.2 million class M-5 downgraded to 'BBB+' from 'A'; -- $1.4 million class M-6 affirmed at 'BBB'; -- $2.3 million class M-7 affirmed at 'B'; -- $1.4 million class M-8 affirmed at 'B'; -- $1.5 million class M-9 downgraded to 'C/DR5' from 'CC/DR3'; -- $3.5 million class M-10 revised to 'C/DR6' from 'C/DR4'; -- $1.2 million class M-11 remains at 'C/DR6'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 35.18%; -- Realized Losses to date (% of Original Balance): 3.74%. Series 2004-W3 -- $61.2 million class A-3 affirmed at 'AAA'; -- $7.9 million class M-1 affirmed at 'A-'; -- $2.8 million class M-2 affirmed at 'BBB+'; -- $1.7 million class M-3 affirmed at 'BBB'; -- $2.2 million class M-4 affirmed at 'BB'; -- $3.0 million class M-5 downgraded to 'B-/DR2' from 'B'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 15.10%; -- Realized Losses to date (% of Original Balance): 1.88%. Series 2004-W8 -- $35.9 million class A-2 affirmed at 'AAA'; -- $7.3 million class A-5 affirmed at 'AAA'; -- $27.0 million class M-1 affirmed at 'AA+'; -- $25.3 million class M-2 affirmed at 'AA'; -- $15.4 million class M-3 downgraded to 'A+' from 'AA-'; -- $13.8 million class M-4 downgraded to 'A-' from 'A+'; -- $10.5 million class M-5 downgraded to 'BBB+' from 'A'; -- $5.9 million class M-6 downgraded to 'BBB-' from 'A-'; -- $4.1 million class M-7 downgraded to 'BB' from 'BBB+'; -- $2.1 million class M-9 downgraded to 'BB-' from 'BBB-'; -- $2.3 million class M-10 downgraded to 'B+' from 'BB+'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Co.; -- 60+ day Delinquency: 24.30%; -- Realized Losses to date (% of Original Balance): 1.03%. Series 2004-W10 -- $6.5 million class A-1 affirmed at 'AAA'; -- $7.6 million class A-2 affirmed at 'AAA'; -- $24.8 million class M-1 affirmed at 'AA+'; -- $24.0 million class M-2 affirmed at 'AA'; -- $14.0 million class M-3 affirmed at 'AA-'; -- $24.0 million class M-4 affirmed at 'A'; -- $12.0 million class M-5 affirmed at 'A-'; -- $10.0 million class M-6 affirmed at 'BBB+'; -- $8.0 million class M-7 affirmed at 'BBB'; -- $5.4 million class M-8 affirmed at 'BBB-'; -- $3.0 million class M-9 affirmed at 'BB+'. Deal Summary -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage Cos.; -- 60+ day Delinquency: 24.18%; -- Realized Losses to date (% of Original Balance): 1.36%. ASARCO LLC: Wants to Employ Additional Consulting Experts --------------------------------------------------------- ASARCO LLC and its debtor-affiliates ask authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ two additional consulting experts to provide litigation-related services to ASARCO'S litigation counsel in connection with its pending or anticipated litigation. James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas, informs the Court that ASARCO has filed its request on a no-name basis to avoid a disclosure of the identity of the professionals and other details of their retention and scope of work to the opposite side in the relevant litigation, which may place ASARCO at a disadvantageous position as compared to its adversary. According to Mr. Prince, ASARCO has determined that the employment of the Consulting Experts will assist in the successful prosecution of the relevant litigation and thus, provide value to its estate. The Official Committee of Unsecured Creditors has been advised of the proposed engagement, Mr. Prince says. ASARCO will compensate the Consulting Experts based on these terms: (1) The first Consulting Expert, who has been rendering necessary services to ASARCO since March 26, 2008, will be paid based on its hourly rate ranging from $230 to $350, depending on the level of experience and expertise of the individual performing the service. The actual and reasonable expenses incurred will also be reimbursed by ASARCO. It is anticipated that total fees payable to the first Consulting Expert will be $52,000 plus expenses. In no way will the aggregate amount exceed $100,000; and (2) The second Consulting Expert, who has not yet commenced work, will be paid based on its hourly rate of $400, plus actual and reasonable costs and expenses incurred. It is anticipated that the total fees and expenses will not exceed $100,000. The terms of compensation is in accordance with Section 328(a) of the Bankruptcy Code, Mr. Prince maintains. To reduce administrative expenses, ASARCO seeks the Court's permission to pay for the Consulting Experts' services in accordance with the compensation structure disclosed, and in an amount not exceeding $100,000 per professional, in the ordinary course and without additional court approval being necessary. The Consulting Experts have represented to counsel and ASARCO that they do not have or represent any interest adverse to ASARCO or its estate on the matters for which they are being employed and that they each otherwise meet the "disinterested person" definition as set forth in Section 101(14) of the Bankruptcy Code. ASARCO seeks the Court's permission to file the Consulting Experts' disinterestedness affidavits under seal upon entry of an order on the proposed employment. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants to Pay Lehman $1 Million at the End of Case ------------------------------------------------------------- ASARCO LLC and its debtor-affiliates proposes to the Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas that the payment of more than $1,000,000 of additional compensation to Lehman Brothers, Inc., be deferred until the end of ASARCO's Chapter 11 case. Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, also tells the Court that Lehman's monthly fee is increased from $75,000 to $150,000. He adds that ASARCO will pay Lehman a fee for the "Liquidity Event," which is earned upon, or up to 12 months after, the effectiveness of a plan of reorganization. However, monthly fees for the first 24 months of Lehman's service and 50% of monthly fees thereafter will no longer be credited against the Transaction Fees or the Restructuring Fee. According to Mr. Kinzie, the Transaction and Restructuring Fees aggregates $4,113,000, composed of fees attributable to work within the scope of the engagement letter dated Aug. 30, 2005, that was not and could not have been anticipated; and fees attributable to work outside the scope of the original engagement letter. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASIA GLOBAL: Zhong Yi Raises Going Concern Doubt Over Losses ------------------------------------------------------------ Zhong Yi (Hong Kong) C.P.A. Company Limited raised substantial doubt on the ability of Asia Global Holdings Corp. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007, filed with the United States Securities and Exchange Commission. The auditor pointed to Asia Global's substantial losses. The management stated that as of Dec. 31, 2007, the company had an accumulated deficit of $15,798,089. Additionally, the company incurred losses over the past several years. Management took certain actions and continues to implement changes designed to improve the company's financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including a business expansion in Media & Advertising business by increasing number of distributors and setup of a new direct sales office in China, and cost-saving plan in TV Entertainment business and distribution of new TV programs in China. Management believes the actions will enable the company to improve future profitability and cash flow in its continuing operations through Dec. 31, 2008. The company posted a net loss of $5,908,545 on net revenues of $10,783,574 for the year ended Dec. 31, 2007, as compared with a net loss of $9,871,113 on net revenues of $5,179,174 in the prior year. At Dec. 31, 2007, the company's consolidated balance sheet showed $5,348,259 in total assets, $3,189,056 in total liabilities and $2,159,203 in total stockholders' equity. A full-text copy of the company's 2007 annual report is available for free at: http://ResearchArchives.com/t/s?2ae6 About Asia Global Headquartered in Hong Kong, China, Asia Global Holdings Corp. (OTC BB: AAGH.OB) -- http://www.asiaglobalholdings.com/-- was incorporated in the Nevada on Feb. 1, 2002, as Longbow Mining Inc. On May 12, 2004, Longbow Mining Inc. changed its name to BonusAmerica Worldwide Corporation. On June 6, 2006, the company changed its name to Asia Global Holdings Corp. AAGH is focused on building businesses in China and other emerging regions and markets in Asia and worldwide. The company has subsidiaries participating in media and advertising, marketing services and internet commerce. During 2007, AAGH entered the television entertainment market, where it plans to sell advertising slots that air during the broadcast of Who Wants To Be A Millionaire? TV show in China. The company also has offices in the United States and in mainland China. BAG 'N BAGGAGE: Case Summary & 21 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Bag 'n Baggage, Ltd. 11067 Petal St. Dallas, TX 75238 Bankruptcy Case No.: 08-32096 Debtor-affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- 900 Corp. 08-32097 Type of Business: The Debtors offer luggage and carry-on bags for traveling. See http://www.bagnbaggage.com/ Chapter 11 Petition Date: May 4, 2008 Court: Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtors' Counsel: Carol E. Jendrzey, Esq. Email: cejendrz@coxsmith.com Lindsey Doherty Graham, Esq. Email: lgraham@coxsmith.com Mark Edward Andrews, Esq. Email: mandrews@coxsmith.com Cox Smith Matthews, Inc. 112 E. Pecan, Ste. 1800 San Antonio, TX 78205 Tel: (210) 554-5500, (210) 554-5547 (214)698-7800 Fax: (210) 226-8395, (214) 698-7899 Bag 'n Baggage, Ltd's Financial Condition: Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million A. Bag 'n Baggage, Ltd's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ RIMOWA/HP Marketing Corp. $423,835 16 Chapin Rd., Unit 908 Pine Brook, NJ 07058 TRG Group $262,197 2047 Westport Ctr. Dr. Saint Louis, MO 63146 BRIC's USA, Inc. $229,261 320 Fifth Ave., Ste. 506 New York, NY 10001 Ferragamo USA, Inc. $190,202 Kipling $182,460 HL Operating Corp. $177,662 Tumi Luggage $148,994 CTA Fixtures, Inc. $148,866 Bosca Accessories in Leather $107,267 Management Resource Systems $99,215 VMS Builders $97,245 Tarrant Lighting $91,483 Lodis Corp. $89,364 Samsonite $84,405 Tazmanian Freight Systems, $82,417 Inc. Vernon Co. $80,000 Creative Retail Packaging $75,462 Genesco, Inc. $68,936 Independent Contractor, Inc. $59,381 Colite International Ltd. $58,110 B. 900 Corp's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America $8,000,000 901 Main St., 7th Flr. Dallas, TX 75202 BI-LO LLC: No Rated Debt Outstanding; Moody's Withdraws Ratings --------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of BI-LO LLC for business reasons. Moody's added that the ratings were withdrawn because this issuer has no rated debt outstanding. These ratings of BI-LO LLC have been withdrawn: -- Corporate Family Rating of B1 -- Probability of Default Rating of B2 -- $75 million Gtd Sr Sec Revolving Credit Facility B1 (LGD 3, 31%) -- $345 million Gtd Sr Sec Term Loan B1 (LGD 3, 31%) -- Bi-LO LLC operates regional supermarkets in the southeast. BISHOP BYRNE: Case Summary & Three Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bishop Byrne Council Home, Inc. 1501 Southern Avenue Oxon Hill, MD 20745 Bankruptcy Case No.: 08-15816 Chapter 11 Petition Date: April 25, 2008 Court: District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: Bennie R. Brooks, Esq. 8201 Corporate Drive, Ste. 260 Landover, MD 20785 Tel: (301) 731-4160 Email: bbrookslaw@aol.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's Three Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Pepco $13,000 701 Ninth Street, N.W. Washington DC 20068 Washington Gas $3,000 P.O. Box 96501 Washington, DC 20090 Internal Revenue Services $1,000 31 Hopkins Plaza, Rm. 1150 Baltimore MD 21201 BLOUNT INT'L: March 31 Balance Sheet Upside-Down by $43.8 Million ----------------------------------------------------------------- Blount International Inc. disclosed Wednesday financial results for its first quarter ended March 31, 2008. At March 31, 2008, the company's consolidated balance sheet showed $407.5 million in total assets and $451.3 million in total liabilities, resulting in a $43.8 million total stockholders' deficit. The company reported net income of $6.8 million in the first quarter of 2008, compared with net income of $4.7 million in the same period of 2007. The increase in net income is a result of the improved year over year operating income and lower net interest expense due to a reduction in debt levels and lower borrowing rates. Company debt at the end of the first quarter was $296.7 million, a decrease of $70.8 million from last year's first quarter. The company's sales in the first quarter were $133.2 million, compared to $118.3 million in 2007, a 12.6% increase. The Outdoor Products segment sales increased by 13.9% from last year's first quarter. Operating income increased in this year's first quarter to $16.7 million from $16.2 million last year. In the first quarter, operating income was adversely impacted by approximately $2.7 million from changes in foreign currency exchange rates as compared to last year. Commenting on the first quarter results, James S. Osterman, chairman and chief executive officer, stated: "In the first quarter, we continued to see robust demand for saw chain products. The stronger euro, volume gains in developing markets and various marketing programs contributed to our increase in sales. A solid order backlog is encouraging for continued top line growth for the balance of the year; however, foreign currency and raw material cost trends will continue to put pressure on our operating margins for the remainder of 2008." About Blount International Blount International Inc. (NYSE: BLT) -- http://www.blount.com/-- is an international company operating one principal business segment, the Outdoor Products segment. Blount sells its products in more than 100 countries around the world. The Outdoor Products segment manufactures and markets cutting chain, guide bars, sprockets and accessories for chainsaw use, concrete-cutting equipment and accessories and lawnmower blades. This segment also markets branded parts and accessories for the lawn and garden equipment market. The segment's products are sold to original equipment manufacturers for use on new chainsaws and yard care equipment, and to the retail replacement market through distributors, dealers and mass merchants. BLUE BELL: Moody's Reviews 'Caa1' Rating on $18.75 Mil. Notes ------------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible downgrade the ratings on these notes issued by Blue Bell Funding, Ltd. or Blue Bell Funding Corp.: Class Description: $37,500,000 Class B Notes -- Prior Rating: A3 -- Current Rating: Baa2, on review for possible downgrade Class Description: $18,750,000 Class C Notes -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio. C-BASS CBO: Fitch Junks Ratings on Four Note Classes ---------------------------------------------------- Fitch Ratings has downgraded four classes of notes issued by C- BASS CBO XVI LTD and removed all classes from Rating Watch Negative. These rating actions are effective immediately: -- $304,956,811 class A to 'CCC' from 'BBB'; -- $22,500,000 class B to 'CC' from 'BBB-'; -- $26,500,000 class C to 'C' from 'BB-'; -- $9,125,000 class D to 'C' from 'B'. C-BASS XVI is a static collateralized debt obligation that closed June 1, 2006 and is managed by C-BASS Investment Management LLC. C-BASS XVI has a portfolio comprised primarily of subprime residential mortgage-backed securities (78.3%), Alternative-A RMBS (14.5%), prime RMBS (1.4%), structured finance CDOs (0.6%) and other diversified SF assets. Subprime RMBS bonds of the 2005 and 2006 vintages account for approximately 27.2% and 49.5% of the portfolio, respectively. All of the Alt-A RMBS are 2005 vintage. Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically subprime RMBS, Alt-A RMBS and SF CDOs with underlying exposure to subprime RMBS. Since the last rating action on Nov. 21, 2007, approximately 68.9% of the portfolio has been downgraded, and 18.5% of the portfolio is currently on Rating Watch Negative. Actual credit deterioration exceeds the level of downgrades that Fitch assumed in the November 2007 review, whereby 60.1% of the assets in the portfolio now carry a rating below the rating Fitch assumed in November 2007. The downgrade reflects the continued credit deterioration in subprime RMBS as well as growing concerns with the performance of Alt-A RMBS. Additionally, Fitch is reviewing its SF CDO approach and will comment separately on any changes and potential rating impact at a later date. The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings on classes C and D address the likelihood that investors will receive ultimate and compensating interest payments, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. C-BASS CBO: Continued Credit Decline Cues Fitch to Junk Ratings --------------------------------------------------------------- Fitch Ratings has downgraded four classes of notes issued by C-BASS CBO XV LTD and removed all classes from Rating Watch Negative. These rating actions are effective immediately: -- $544,123,161 class A to 'CCC' from 'BBB+'; -- $39,100,000 class B to 'CC' from 'BBB-'; -- $44,800,000 class C to 'C' from 'BB'; -- $18,284,000 class D to 'C' from 'B'. C-BASS XV is a static collateralized debt obligation that closed Feb. 16, 2006 and is managed by C-BASS Investment Management LLC. C-BASS XV has a portfolio comprised primarily of subprime residential mortgage-backed securities (67.3%), Alternative-A RMBS (21.4%), commercial mortgage backed securities (4.8%), prime RMBS (1.3%) and other diversified structured finance assets. Subprime RMBS bonds of the 2005 and 2006 vintages account for approximately 62% and 5.3% of the portfolio, respectively. All of the Alt-A RMBS are 2005 vintage. Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically subprime RMBS and Alt-A RMBS. Since the last rating action on Nov. 21, 2007, approximately 66.9% of the portfolio has been downgraded, and 13.4% of the portfolio is currently on Rating Watch Negative. Actual credit deterioration exceeds the level of downgrades that Fitch assumed in the November 2007 review, whereby 64.3% of the assets in the portfolio now carry a rating below the rating Fitch assumed in November 2007. The downgrade reflects the continued credit deterioration in subprime RMBS as well as growing concerns with the performance of Alt-A RMBS. Additionally, Fitch is reviewing its SF CDO approach and will comment separately on any changes and potential rating impact at a later date. The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings on classes C and D address the likelihood that investors will receive ultimate and compensating interest payments, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. CATHOLIC CHURCH: Judge Jackwig Confirms Davenport's Plan -------------------------------------------------------- The Diocese of Davenport stepped Judge Lee M. Jackwig of the U.S. Bankruptcy Court for the Southern District of Iowa through the 16 statutory requirements under Section 1129(a) of the Bankruptcy Code necessary to confirm its Second Amended Joint Plan of Reorganization: A. Section 1129(a)(1) requires that the Joint Plan comply with all applicable provisions of the Bankruptcy Code, which includes compliance with Sections 1122 and 1123, governing classification and contents of the Plan. The Joint Plan provides for the classification of Claims and treatment of each class of Claims. As specified in the Plan, only Class 5 General Unsecured Claims, Class 6 Other Tort and Employee Claims, and Class 7 Tort Claims are impaired. There are no known Class 6 Claims. The classification of Claims set forth in the Joint Plan complies and satisfies Section 1122 and subsections (1), (2) and (3) of Section 1123(a). Section 1123(a)(4) requires that all claims be treated equally, and is satisfied when the class members are subject "to the same process for claim satisfaction." Disparate treatment of claims are permissible under Section 1123(a)(4) if the claim holder agrees to a less favorable treatment. The holders of Class 7 Tort Claims are subject to the same process for claim satisfaction, and may elect amongst the treatment options specified in the Plan. Thus, the Joint Plan complies with Section 1123(a)(4). The Joint Plan provides adequate means for its implementation and consummation as required by Section 1123(a)(5). On the Plan's effective date, the Diocese will transfer to the Settlement Trustee $33,100,000 in cash, and deliver a standard Iowa form of deed to the Chancery property. The Diocese is a non-profit corporation, and does not issue equity securities. Therefore, Section 1123(a)(6) is not applicable. The Diocese assures the Court that the selection of the Reorganized Debtor's management is consistent with the best interest of creditors and public policy. For these reasons, the Joint Plan complies with Section 1129(a)(1). B. Section 1129(a)(2) requires the Plan proponent to have complied with the provisions of the Bankruptcy Code. The proponents to the Joint Plan are the Diocese and the Official Committee of Unsecured Creditors. The Plan Proponents have acted in compliance with the Bankruptcy Code throughout the pendency of the Diocese's bankruptcy case. An objection was filed, and later withdrawn, by Iowa City Regina High School. Another objection was filed by ACE American Insurance Company. ACE's objection was resolved pursuant to a stipulation among ACE, the Diocese, and the Creditors Committee. No one else has filed an objection. The Diocese assures Judge Jackwig that it has complied with all of its duties under the Bankruptcy Code, including the filing of a complete schedule of assets and liabilities, and a complete statement of financial affairs that included sufficient disclosure of its property and of property held for others. The Diocese, therefore, has satisfied Section 1129(a)(2). C. Section 1129(a)(3) requires that a plan of reorganization be "proposed in good faith and not by any means forbidden by law." Unless there is an objection to a plan from a party that has standing to object, a Bankruptcy Court may make a finding of good faith without receiving any evidence at the time of the confirmation hearing. The Plan fairly and equitably treats the claims of creditors, including those who have suffered abuse. In addition, the Plan provides the Diocese with a fresh start and allows it to continue its Catholic ministry. Under the Plan, General Unsecured Creditors will be paid in full. All of the Tort Claimants, who voted on the Plan, voted to accept the Plan. Only one Tort Claimant voted to reject the Plan. The Plan also provides for the full payment of all Court-approved professional fees and the full payment of all priority claims. Thus, the Plan has been proposed in good faith, and complies with Section 1129(a)(3). D. Section 1129(a)(4) requires that any payment for services in connection with the Joint Plan has either been approved by or is subject to the Court's approval as reasonable. The Joint Plan provides that all pre-confirmation professional fees will be subject to approval by the Court. All of the orders approving the employment of professionals require the Court's approval and in full compliance with the Bankruptcy Code before the disbursement of any fees and costs. Hence, Section 1129(a)(4) is satisfied. E. Section 1129(a)(5) requires the disclosure of the identities of the Debtor's management post-bankruptcy. The administration of the Reorganized Debtor will continue with the officers and directors currently holding those positions, as disclosed in the Amended Disclosure Statement. Continuation of the Diocese's current management is consistent with the best interest of creditors and public policy. The current management is in the best position to ensure that all obligations under the Plan will be fulfilled. Thus, Section 1129(a)(5) is satisfied by the Plan. F. No regulatory agency governs rates charged by the Diocese, and therefore, Section 1129(a)(6) is not applicable to Davenport's Chapter 11 case. G. Section 1129(a)(7)(A) requires that (i) all impaired claims accept the plan, or (ii) the holders of the impaired claims will receive at least as much under the pl