T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 8, 2008, Vol. 12, No. 109 Headlines ARROWHEAD GENERAL: S&P Chips Rating to B- with Negative Outlook ATLAS ENERGY: Announces $150MM Follow-On Offering of 10.75% Notes ATLAS ENERGY: S&P Holds 'B' Rating on Proposed $150MM Note Issue ATLAS ENERGY: Moody's Affirms B1 Corporate Family Rating BEAZER HOMES: Gets Default Notice from Trustee of $103MM Jr. Notes BLUE HERON: Fitch Slashes 'AAA' Rating on $25 Million Notes to 'B' BLUE HERON: Fitch Cuts Ratings on Notes Due to Collateral Decline BLUE WATER: Wants Lease Decision Period Moved to September 9 BLUE WATER: Incentive Payments to Critical Employees Challenged BUILDING MATERIALS: Dec. 31 Balance Sheet Upside-Down by $96.3MM CANADIAN TRUSTS: Ontario Court Adjourns Plan Hearing to May 12 CANADIAN TRUSTS: Xceed Objects to Plan Release Provisions CANADIAN TRUSTS: Monitor Files Reports on CCAA Proceedings CAPITAL AUTO: S&P Assigns 'BB' Preliminary Rating on Class D Notes CAPITAL AUTO: Moody's Puts (P)Ba1 Rating on $6.593MM Notes CASH TECH: Unit Completes $3MM Asset Buyout Deal w/ Champion Parts C-BASS: Fitch Lowers Ratings on $54.5 Million Certificates CHAMPION PARTS: Assets Sold to CPI Holdings for $3MM CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $45 Million COREY LANDINGS: Wants to Hire Berger Singerman as Bankr. Counsel CORONADO CDO: Fitch Cuts Ratings on Two Note Classes from BBB to B CSFB MORTGAGE: Fitch Cuts Ratings on $97.6 Million Certificates DIAMOND GLASS: Trustee Appoints Five Members to Creditors Panel DOLE FOOD: Posts $28.9 Million Net Loss in 1st Qtr. Ended March 22 EOS AIRLINES: Wants to Hire Kurtzman Carson as Claims Agent EOS AIRLINES: Seeks to Hire Alvarez & Marsal as Financial Advisor EXECUTE SPORTS: March 31 Balance Sheet Upside-Down by $1.6 Million FAIRCHILD SEMICONDUCTOR: S&P Lifts Ratings on Debt Refinancing FEDERAL-MOGUL: Posts $32 Million Net Loss in 2008 First Quarter FEDERAL-MOGUL: PepsiAmericas Seeks Court OK on $6MM Claims Payment GENERAL MOTORS: Resumes Labor Talks with UAW Local 31 in Kansas GOLDMAN SACHS: Fitch Cuts Rating on $2MM Class B-3 Certs. to B GREAT NORTHWEST: S&P Holds 'BB-' Rating; Revises Outlook to Stable GSR MORTGAGE: Moody's Junks Rating on Cl. M-1 Certificates HAVEN HEALTHCARE: Selling All Assets for $109 Million HEARTLAND AUTOMOTIVE: Can File Chapter 11 Plan Until September 3 IMAX CORP: Amends Credit Facility; Sells $18MM in Common Shares INDEPENDENCE VI: Moody's Junks Ratings on Four Note Classes JEFFERSON COUNTY: Raise More Capital to Cut Debt, Insurers Say JOHN B. SANFILIPPO: Posts $8.8MM Net Loss in Qtr. Ended March 27 JOURNAL REGISTER: Covenant Concern Cues S&P to Junk Credit Rating JP MORGAN CERTS: Stable Performance Cues Fitch to Affirm Ratings KIMBALL HILL: Court Extends Schedules Filing Deadline to June 9 KIMBALL HILL: Wants to Employ Houlihan Lokey as Financial Advisor KIMBALL HILL: Wants Claims Notice & Sell Down Procedures Created LINENS N THINGS: Seeks Extension of Time to File Schedules LINENS N THINGS: To Pay $73,000,000 to Critical Vendors LINENS N THINGS: Wants Kurtzman Carson as Claims Agent MAGNA ENTERTAINMENT: Posts $46.5 Million Net Loss in First Quarter MAR-ROX: Voluntary Chapter 11 Case Summary MBIA INC: No Reason to Deploy $1.1BB Offering Proceeds, CEO Says MCJUNKIN RED: $475M Shareholder Payment Cues Moody's B1 CF Rating MDI INC: Has Until November 3 to Comply w/ Nasdaq's Bid Price Rule MERRILL LYNCH TRUST: Moody's Junks Ratings on Five Cert. Classes MEZZ CAP: Fitch Puts 'CCC/DR5' Rating on $500,000 Class J Certs. MEZZ CAP: Fitch Junks Ratings on Two Certificate Classes MORRIS PUBLISHING: Moody's Cut Ratings on Covenant Breach Risk NETBANK INC: Has Until May 12 to File Chapter 11 Plan NEWFIELD EXPLORATION: S&P Rates $600MM Subordinated Notes BB- OFFICE PORTFOLIO: Fitch Lifts Rating on $17.1MM Certs. to 'BB+' OTC INTERNATIONAL: Can Hire Garden City as Claims & Noticing Agent OTC INTERNATIONAL: Court OKs Klestadt & Winters as Bankr. Counsel PACIFIC LUMBER: Asks Court to Approve Global Plan Settlement PACIFIC LUMBER: Plan Confirmation Trial Extended to May 15 PEOPLE'S CHOICE: Panel Is Sole Plan Proponent; CEO Dispute Fixed PEOPLE'S CHOICE: Panel Can Solicit Votes On Liquidation Plan PNM RESOURCES: S&P Cuts Corporate Credit Rating to BB- from BB+ POWERMATE HOLDINGS: Gets Court OK on $10.3 Mil. Asset Sale PRC LLC: ACE American et al. Oppose Disclosure Statement PRC LLC: Court Extends Action Removal Period to July 21 PRC LLC: Court Extends Lease Decision Period to August 20 PRIMUS TELECOM: Posts $3MM Net Loss in 1st Quarter Ended March 31 PROPEX INC: Can Exercise Business Judgment for Idle Assets PROPEX INC: Wants Court to Reject Two Chattanooga Office Leases SACO I: Moody's Downgrades Ratings on 97 Certificate Classes SHARPER IMAGE: Asks Court to Approve Asset Sale Procedures SIRVA INC: First Amended Plan Gets 100% Vote from Class 1 SIRVA INC: Court Approves Pre-Packaged Plan of Reorganization SIX FLAGS: Management Outlines Cost-Cutting Measures to Investors SMART BALANCE: Moody's Lifts Ratings on Leverage Improvement SPRINT NEXTEL: Hooks Up With Clearwire on $14BB Wireless Venture STRUCTURED ASSET: Fitch Lowers Ratings on $153.2MM Certificates THORNBURG MORTGAGE: Seeks Stockholders' Approval to Dilute Shares TIMBERWOLF I: Expected Loss Prompts Moody's to Lower Ratings TOPANGA CDO: Moody's Chips Ratings on Six Note Classes TROPICANA ENTERTAINMENT: Gets Court's Nod on First Day Motions TROPICANA ENT: S&P Puts Rating at Default After Bankruptcy Filing TROPICANA ENT: Bankruptcy Filing Cues Moody's Default Rating UBS AG: To Cut 5,500 Jobs and Sell $15BB of Mortgage Assets VALLAMBROSA HOLDINGS: Case Summary & Five Largest Unsec. Creditors VALLEJO CITY: City Officials Finally Opt for Bankruptcy Protection VOUGHT AIRCRAFT: S&P Holds 'B-' Rating; Revises Outlook to Stable VOUGHT AIRCRAFT: Moody's Holds Ratings; Revises Outlook to Stable WASHINGTON MUTUAL: Moody's Cuts Ratings on 82 Tranches WELLMAN INC: Court OKs FTI Consulting as Panel's Financial Advisor WELLMAN INC: Court Approves Ropes & Gray as Committee Counsel WESTLAKE CHEMICAL: S&P Puts 'BB-' Prelim. Rating on Unsecured Debt WILSHIRE MORTGAGE: Fitch Affirms 'B+' Rating on $300,000 Certs. WORLD HEART: Gets NASDAQ Warning on Minimum Bid Price Compliance ZIFF DAVIS: Further Amends Disclosure Statement and Plan * Fitch Expects Store Sales Performance to Remain Weak in 2008 * S&P Says US Banks May Have Made It Through Recent Market Turmoil * S&P Says Slowing of Bank Lending May Not Lead to Rating Actions * S&P Says Credit Card Charge-Offs Continue to Mount in March '08 * Rebecca Winthrop Joins Ballard Spahr in Los Angeles *Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* ARROWHEAD GENERAL: S&P Chips Rating to B- with Negative Outlook --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its counterparty credit rating on San Diego-based Arrowhead General Insurance Agency Inc. to 'B-' from 'B'. Standard & Poor's also said that the outlook on Arrowhead is negative. "This rating action reflects our view that the company is unable to sustain the financial-performance goals that were established when we initially assigned the ratings in 2006," explained Standard & Poor's credit analyst Michael Gross. These metrics include sustained adjusted EBITDA fixed-charge coverage of 2.4x, annual net income of about $10 million, and the maintenance of larger bank loan covenant cushions relative to actual recent experience. Declining property/casualty premium rates and some carrier disruption have hurt Arrowhead. For full-year 2007, Arrowhead had net income of $0.4 million and adjusted EBITDA coverage of 1.5x. For the quarter ending March 31, 2008, the company reported a net loss of $3.2 million and adjusted EBITDA fixed-charge coverage of 1.0x. Standard & Poor's expects that the company will continue to pursue expense savings aggressively in the face of ongoing soft market conditions. S&P anticipate minimal organic revenue growth for full-year 2008. The current rating anticipates that for full-year 2008, Arrowhead will have an adjusted EBITDA fixed-charge coverage ratio of about 1.5x-1.8x in 2008, report positive operating cash flow each of the remaining quarters, report an improved cash and cash equivalent balance, and earn $4 million-$7 million in net income. The negative outlook reflects S&P's concern over the impact of continuing soft market conditions and management's ability to manage through the trough of the premium rate cycle and otherwise challenging market conditions. "We could revise the outlook to stable if management were to prove successful in reducing expenses, continue to perform in-line with existing bank loan covenants, and provide evidence of more stable financial performance," Mr. Gross added. "We could lower the ratings if the company's financial performance were to deteriorate further." Although unlikely in the near term, the ratings could be raised subject to improved market conditions, improved operational control, and sustained financial performance. ATLAS ENERGY: Announces $150MM Follow-On Offering of 10.75% Notes ----------------------------------------------------------------- Atlas Energy Resources, LLC disclosed a $150 million follow-on offering of its 10.75% senior unsecured notes due 2018. The notes priced at 104.75% of par to yield approximately 9.85% to the par call on Feb. 1, 2016. On Jan. 23, 2008, Atlas Energy completed a private placement for $250 million of senior unsecured notes due 2018 to qualified institutional buyers under Rule 144A. The notes from the follow- on offering disclosed and the notes issued on Jan. 23, 2008 shall be treated as a single class of debt securities. Atlas Energy intends to use the net proceeds of the offering to repay a portion of its outstanding balance under its revolving credit facility. The increased borrowing capacity will be used to fund additional acreage acquisitions and accelerated development of the Marcellus Shale as well as further development of its other drilling programs and lease acquisition activities. The notes are not registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Atlas Energy plans to offer and issue the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S of the Securities Act. About Atlas Energy Resources LLC Based in Moon Township, Pennsylvania, Atlas Energy Resources LLC (NYSE: ATN) -- http://www.atlasenergyresources.com/-- focuses on the development and production of natural gas and, to a lesser extent, oil principally in the eastern United States. Atlas Energy sponsors and manages tax advantaged investment partnerships, in which it co-invests, to finance the exploration and development of its acreage in the Appalachian Basin and drills on its own account in the Antrim Shale of Michigan. ATLAS ENERGY: S&P Holds 'B' Rating on Proposed $150MM Note Issue ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed on May 6, 2008, its 'B' issue-level rating on the senior unsecured notes co-issued by Atlas Energy Operating Company LLC and Atlas Energy Finance Corp. The companies are wholly owned subsidiaries of Atlas Energy Resources LLC (B+/Stable/--). The action followed the proposed $150 million add-on to the $250 million notes due 2018. The recovery rating remains at '5', indicating the expectation for modest (10% to 30%) recovery in the event of a payment default. The senior unsecured notes are guaranteed by the parent company. At the same time, S&P affirmed its 'B+' corporate credit rating on Atlas Energy Resources. The outlook is stable. "Proceeds from the notes will be used to pay down bank debt," said Standard & Poor's credit analyst David Lundberg, CFA. Pro forma for the proposed bond issuance and recent $25 million equity issuance, the company had $804 million in debt. Atlas Energy Resources is an oil and gas exploration and production company based in Moon Township, Pennsylvania. ATLAS ENERGY: Moody's Affirms B1 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service affirmed the ratings of Atlas Energy Operating Company, LLC, including its B1 Corporate Family Rating and the B3 rating on its 10.75% senior unsecured notes due 2018. The B3 rating applies to the $150 million follow-on offering announced. The loss-given-default point estimate on the senior notes was from changed to 83% from 87% (both LGD 5), reflecting pro forma changes the liability waterfall. Proceeds from the offering will be used to repay borrowings under Atlas Energy's credit facility. The outlook is stable. The affirmation reflects that little has changed since ratings were initially assigned in January 2008. Ratings were assigned to a proposed $400 million of senior notes, which was subsequently reduced to $250 million. Thus, the $150 million of additional senior notes priced was within the amount contemplated in the initial rating action. Atlas Energy's performance for the first quarter of 2008 was in line with Moody's expectations. Pro forma for the sale of $25 million of equity to Atlas America, total debt as of March 31, 2008 was approximately $804 million. After allocating approximately $225 million of debt to its partnership management business (using a 3x multiple against $75 million of LTM segment EBITDA), strictly for the purposes of improved comparison to other E&P companies, Atlas Energy's pro forma debt/average daily production was approximately $6,310/Mcfe ($37,900/Boe) as of March 31, 2008. Pro forma interest expense, after allocating a portion of interest expense to the partnership management business, was approximately $0.91/Mcfe ($5.46/Boe) during the first quarter of 2008. Moody's believes that debt/average daily production and interest expense/production are better metrics to use in comparing Atlas Energy's leverage to other E&P companies than reserves-based metrics (such as debt/PD reserves) because its proved reserves have a much longer life than average. Recent statements by management indicate a growing inclination to accelerate exploitation of the partnership's Marcellus Shale position. Managing such an acceleration could prove challenging to Atlas Energy as an MLP/LLC is dependent on the capital markets, both debt and equity, for growth capital. In addition, flush production from increased drilling could steepen the average decline rate for the partnership, which could eventually introduce sustainability challenges. A healthy level of distribution coverage (such as 1.4-1.5x, or higher) provides some cushion against these challenges. Given the higher risk generally associated with E&P MLPs, Moody's would expect growth capex to be funded with at least 50% equity and excess cash flow within each calendar year. Atlas Energy's estimated maintenance capex used in computing distributable cash flow was $13 million during the first quarter, or approximately $1.57/Mcfe ($9.42/Boe). Atlas Energy Operating Company, LLC, headquartered in Moon Township, Pennsylvania, is the principal operating subsidiary of publicly traded Atlas Energy Resources, LLC. Atlas Energy Resources is managed by Atlas Energy Management, Inc., a wholly- owned subsidiary of Atlas America. BEAZER HOMES: Gets Default Notice from Trustee of $103MM Jr. Notes ------------------------------------------------------------------ Beazer Homes USA Inc. stated in a filing with the Securities and Exchange Commission that it received a default notice from The Bank of New York Trust Company National Association, the trustee under the indenture governing the company's outstanding $103.1 million unsecured junior subordinated notes due July 2036. The notice alleges that the company is in default under the indenture because the company has not provided certain required information, including its annual audited and quarterly unaudited financial statements. The builder, which has discovered possible accounting problems during a review of its lending practices, delayed the filing of audited financial statements because of its need to restate certain results that could impact fiscal years 1998 through 2007, The Wall Street Journal reports. The notice, according to the company's 8-K filing, stated that this default will become an event of default under the indenture if not remedied within 30 days. The company expects to be able to cure this default on or before May 15, 2008. About Beazer Homes Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) -- http://www.beazer.com/-- is a single-family homebuilder with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia. The company also provides mortgage origination and title services to its homebuyers. * * * As reported in the Troubled Company Reporter on March 7, 2008, Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default Rating and other outstanding debt ratings as, including IDR to 'B+' from 'BB-'; Senior notes to 'B/RR5' from 'BB-'; Convertible senior notes to 'B/RR5' from 'BB-'; and Junior subordinated debt to 'CCC+/RR6' from 'B'. Fitch has assigned a Recovery Rating to Beazer's Secured revolving credit facility of 'BB/RR1' . The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured note ratings on Beazer Homes USA Inc. to 'B' from 'B+'. The ratings remain on CreditWatch, where they were placed with negative implications on Aug. 14, 2007. BLUE HERON: Fitch Slashes 'AAA' Rating on $25 Million Notes to 'B' ------------------------------------------------------------------ Fitch downgraded three classes of notes and one additional interest component, and affirmed one class of notes issued by Blue Heron Funding VI, Ltd. Two classes of notes remain on Rating Watch Negative. These rating actions are effective immediately: -- $1,068,898,656 class A-1 notes downgraded to 'BBB-' from 'AAA'; remains on Rating Watch Negative; -- $25,000,000 class A-2 notes downgraded to 'B' from 'AAA'; remains on Rating Watch Negative; -- EUR89,936,000 (US$ equivalent $105,000,000) class B notes downgraded to 'C' from 'A'; removed from Rating Watch Negative; -- EUR89,936,000 (US$ equivalent $105,000,000) class B additional interest component downgraded to 'C' from 'BBB-'; removed from Rating Watch Negative (interest only); -- $6,250,000 certificates affirmed at 'AAA' (principal only). Blue Heron VI is a collateralized debt obligation that closed on Dec. 21, 2005 and is managed by Brightwater Capital Management. Blue Heron VI's reinvestment period will end in May 2008. Blue Heron VI's portfolio contains approximately 28.5% subprime residential mortgage-backed securities bonds, 12.3% structured finance CDOs, and other structured finance assets. Subprime RMBS bonds of the 2005 and 2006 vintages account for approximately 4.7% and 3.7% of the portfolio, respectively. The SF CDO exposure includes SF CDOs originated in 2006 (4.5%) and 2007 (7.0%). Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically with regard to RMBS and SF CDOs with underlying exposure to subprime RMBS. Since the beginning of 2007, approximately 17.9% of the portfolio has been downgraded, with 8.7% of the portfolio currently on Rating Watch Negative. Approximately 13.2% of the portfolio is currently below investment grade. As of the March 17, 2008 trustee report approximately $96.6 million (8.0%) of the portfolio, consisting of SF CDO and subprime RMBS assets, was considered to be defaulted. As a result of the collateral deterioration, Blue Heron VI is currently failing its classes A and B overcollateralization tests. The class A OC test failure resulted in the class B notes not receiving any interest proceeds at the last payment date on March 25, 2008. The rating assigned to the certificates is based on the rating of the certificate protection assets, which are comprised of U.S. government-backed Resolution Funding Corp zero-coupon bonds. The Rating Watch Negative reflects the continued credit deterioration in subprime RMBS and SF CDOs with underlying exposure to subprime 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 classesA-1 and A-2 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 rating of the class B notes addresses the ultimate repayment of principal and the ultimate payment of interest at a rate equal to LIBOR by the legal final maturity date. The rating on the class B additional interest component addresses the ultimate payment of class B interest at a rate equal to 1.5% per annum. The rating on the certificates addresses the ultimate repayment of principal only by the legal final maturity date. BLUE HERON: Fitch Cuts Ratings on Notes Due to Collateral Decline ----------------------------------------------------------------- Fitch downgraded three classes of notes and one additional interest component, and affirmed one class of notes issued by Blue Heron Funding VII, Ltd. Two classes of notes remain on Rating Watch Negative. These rating actions are effective immediately: -- $1,063,326,672 class A-1 notes downgraded to 'BBB-' from 'AAA'; remains on Rating Watch Negative; -- $25,000,000 class A-2 notes downgraded to 'B' from 'AAA'; remains on Rating Watch Negative; -- EUR88,451,000 (US$ equivalent $105,000,000) class B notes downgraded to 'C' from 'A'; removed from Rating Watch Negative; -- EUR88,451,000 (US$ equivalent $105,000,000) class B additional interest component downgraded to 'C' from 'BBB-'; removed from Rating Watch Negative (interest only); -- $6,250,000 certificates affirmed at 'AAA' (principal only). Blue Heron VII is a collateralized debt obligation that closed on Dec. 28, 2005 and is managed by Brightwater Capital Management. Blue Heron VII's reinvestment period will end in May 2008. Blue Heron VII's portfolio contains approximately 29.2% subprime residential mortgage-backed securities bonds, 11.8% structured finance CDOs, and other structured finance assets. Subprime RMBS bonds of the 2005 and 2006 vintages account for approximately 4.6% and 4.5% of the portfolio, respectively. The SF CDO exposure includes SF CDOs originated in 2006 (4.2%) and 2007 (6.8%). Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically with regards to subprime RMBS and SF CDOs with underlying exposure to subprime RMBS. Since the beginning of 2007, approximately 17.3% of the portfolio has been downgraded, with 8.3% of the portfolio currently on RWN. Approximately 12.6% of the portfolio is currently rated below investment grade. As of the March 20, 2008 trustee report approximately $99.0 million (8.3%) of the portfolio, consisting of SF CDO and subprime RMBS assets, was considered to be defaulted. As a result of the collateral deterioration, Blue Heron VII is currently failing its classes A and B overcollateralization tests. The class A OC test failure resulted in the class B notes not receiving any interest proceeds at the last payment date on March 31, 2008. The rating assigned to the certificates is based on the rating of the certificate protection assets, which are comprised of U.S. government-backed Resolution Funding Corp zero-coupon bonds. The Rating Watch Negative reflects the continued credit deterioration in subprime RMBS and SF CDOs with underlying exposure to subprime 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-1 and class A-2 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 rating of the class B notes addresses the ultimate repayment of principal and the ultimate payment of interest at a rate equal to LIBOR by the legal final maturity date. The rating on the class B additional interest component addresses the ultimate payment of class B interest at a rate equal to 1.5% per annum. The rating on the certificates addresses the ultimate repayment of principal only by the legal final maturity date. BLUE WATER: Wants Lease Decision Period Moved to September 9 ------------------------------------------------------------ Upon filing for bankruptcy in February, Blue Water Automotive Systems, Inc. and its affiliated debtors were parties to various unexpired leases of non-residential real property, including: Counterparty Property ------------ -------- Blue Water Automotive Properties in Caro, Port Systems Properties, LLC Huron, Range Road, Haas Drive, and Lexington, Michigan North Winds Investment Corp. Manufacturing space at 1044 Durant Drive, in Howell, Michigan North Winds Investment Corp. Storage space at the Durant Drive manufacturing space RL Enterprises, LLC Property at 1045 Durant Drive DMC Hamilton Street, LLC Property at 215 Hamilton Street, in Leominster, Massachusetts Injectronics, Inc. Property at 2804 Troxler Road, in Burlington, North Carolina The Debtors have until June 11, 2008, to assume or reject the nonresidential real property leases. Judy A. O'Neill, Esq., at Foley & Lardner, LLP, in Detroit, Michigan, says the Debtors will be unable to make informed, value-maximizing decisions regarding the leases before the June 11 deadline as they are still in the process of negotiating the terms of a sale of the Debtors' assets and the assumption and assignment of all unexpired leases. Section 365(d)(4)(B) of the Bankruptcy Code provides that "[t]he court may extend the period determined under subparagraph (A), prior to the expiration of the 120-day period, for 90 days on the motion of the trustee or lessor for cause." Accordingly, pursuant to Section 365(d)(4), the Debtors ask the United States Bankruptcy Court Eastern District of Michigan to extend the time by which they will decide whether to assume or reject the leases until September 9, 2008, or the effectiveness of the Debtors' confirmed Chapter 11 plan of reorganization. "The extension is reasonable because the Leases are critical to the Debtors' estates and are integral to a potential sale of the Debtors' businesses," Ms. O'Neill asserts. Furthermore, without the extension, the Debtors may be compelled to make a potentially detrimental determination of either inadvertently rejecting a valuable lease or prematurely assuming a lease and incur a substantial administrative obligation, which might negatively impact either the sale or the creditors of the estates." Ms. O'Neill adds. The disposition of the leases is likely to be governed by the sale of the Debtors' assets and the Chapter 11 plan. Given the early stages of the sale process, and the fact that a purchase agreement, which will dictate which leases the Debtors assume and assign or reject, is not likely to be executed before May 28, 2008, the Debtors require an extension of time, Ms. O'Neill states. The Debtors ask that the extension of the lease decision deadline apply to all of their leases, whether or not included in the list. Ms. O'Neill says the Debtors have attempted to list all of their nonresidential real property leases but some leases may have been inadvertently omitted. About Blue Water Automotive Blue Water Automotive Systems, Inc. designs and manufactures engineered thermoplastic components and assemblies for the automotive industry. The company's product categories include airflow management, full interior trim/sub-systems, functional plastic components, and value-added assemblies. They are supported by full-service design, program management, manufacturing and tooling capabilities. With more than 1,400 employees, Blue Water operates eight manufacturing and product development facilities and has annual revenues of approximately US$200 million. The company's headquarters and technology center is located in Marysville, Mich. The company has operation in Mexico. In 2005, KPS Special Situations Fund II, L.P., and KPS Special Situations Fund II(A), L.P., acquired Blue Water Automotive through a stock purchase transaction. In 2006, the company acquired the automotive assets and operations of Injectronics, Inc., a manufacturer of thermoplastic injection molded components and assemblies. KPS then set about reorganizing the company. The company implemented a program to improve operating performance and address its liquidity issues. During 2007, the company replaced senior management, closed two facilities, and reduced overhead spending by one third. Blue Water Automotive and four affiliates filed for chapter 11 bankruptcy protection Feb. 12, 2008, before the United States Bankruptcy Court Eastern District of Michigan (Detroit) (Case No. 08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel. Administar Services Group LLC acts as the Debtors' claims, noticing, and balloting agent. Blue Water's bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The hearing on the Debtors' disclosure statement and plan is set for Aug. 5, 2008. (Blue Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BLUE WATER: Incentive Payments to Critical Employees Challenged --------------------------------------------------------------- Blue Water Automotive Systems, Inc. and its affiliated debtors will appear before the United States Bankruptcy Court Eastern District of Michigan on May 12, 2008, to address concerns raised by various parties regarding their request to make incentive payments totaling $497,812 to a limited number of critical, non- insider employees. The Debtors and the objecting parties agreed to the hearing schedule, pursuant to a Court-approved stipulation. As reported by the Troubled Company Reporter on April 21, 2008, the Debtors proposed that the payments be treated as administrative expenses of the Debtors' estates. Nicole Y. Lamb- Hale, Esq.,at Foley & Lardner LLP, in Detroit, Michigan, said that while certain of the Employees have titles suggesting they are insiders, like vice president, they are not covered by Sections 101(31) and 503(c). She said the Critical Employees are mid-level employees who are critical to the day-to-day operations of the Debtors. The Debtors argued that the Incentive Payments are necessary to appropriately compensate the Critical Employees, given the enormous additional burdens placed on them by these bankruptcy proceedings, and to ensure that the Employees remain motivated to perform the important tasks necessary to maintain the value of the Debtors' businesses. The Debtors said if they are unable to make the Incentive Payments, there will be more departures of employees that will be harmful to the enterprise value of the Debtors' businesses. A schedule of the Critical Employees and their incentive payments is available for free at: http://bankrupt.com/misc/Bluewater_list_of_employees.pdf The Official Committee of Unsecured Creditors objects to the Debtors' proposed incentive payments to critical employees to the extent that granting of the Motion is construed to create any administrative expense claims or obligations of the Debtors' estates in the event their Chapter 11 cases are converted to cases under Chapter 7 of the Bankruptcy Code. Furthermore, the Committee is against the payment of incentives until all currently existing administrative expenses have been paid. The Committee believes that it is unlawful and unfair to current holders of administrative expense claims, including Section 503(b)(9) claimants, for the Debtors to create new obligations in favor of its employees and then prefer to those new obligations over pre-existing administrative expenses which the U.S. Congress has granted priority. The Committee wants the Debtors' request denied. On behalf of the International Brotherhood of Teamsters Local Union No. 339, representing 450 people at the Debtors' Port Huron and Haas Drive Plants, Ronald Hreha, president of Local Union No. 339, relates that the collective bargaining agreements between the Debtors and the Union provide that the Debtors will negotiate a bonus plan for 2008 to replace the 2007 Bonus Plan, and yet, as of April 21, 2008, the Debtors did not negotiate with the Teamsters despite repeated requests. Though the Debtors claim that "the incentive payments are essential to reward the [Critical] Employees for all their efforts throughout these bankruptcy cases, to maintain the morale of the Debtors' management and employees," the Union contends that incentive payments to select employees is counterproductive as it will decrease morale for hourly employees who are trying to negotiate a minimal plan, therefore discriminating against the majority of employees. "We are strongly discouraged by the morale crushing actions of Sam Serra and Amy Harding both of which are proposed to receive Incentive Bonuses. These individuals terminated as Steward from each plant for protected concerted actions. The two Stewards merely posted information regarding the Debtors' motion for Incentive Bonuses which is public knowledge," the Union tells Judge McIvor. The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, and the United Steel, Paper, Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, also questioned the proposed payments. The unions, however, withdrew their objections. UAW and USW did not state the cause of their action. About Blue Water Automotive Blue Water Automotive Systems, Inc. designs and manufactures engineered thermoplastic components and assemblies for the automotive industry. The company's product categories include airflow management, full interior trim/sub-systems, functional plastic components, and value-added assemblies. They are supported by full-service design, program management, manufacturing and tooling capabilities. With more than 1,400 employees, Blue Water operates eight manufacturing and product development facilities and has annual revenues of approximately US$200 million. The company's headquarters and technology center is located in Marysville, Mich. The company has operation in Mexico. In 2005, KPS Special Situations Fund II, L.P., and KPS Special Situations Fund II(A), L.P., acquired Blue Water Automotive through a stock purchase transaction. In 2006, the company acquired the automotive assets and operations of Injectronics, Inc., a manufacturer of thermoplastic injection molded components and assemblies. KPS then set about reorganizing the company. The company implemented a program to improve operating performance and address its liquidity issues. During 2007, the company replaced senior management, closed two facilities, and reduced overhead spending by one third. Blue Water Automotive and four affiliates filed for chapter 11 bankruptcy protection Feb. 12, 2008, before the United States Bankruptcy Court Eastern District of Michigan (Detroit) (Case No. 08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel. Administar Services Group LLC acts as the Debtors' claims, noticing, and balloting agent. Blue Water's bankruptcy petition lists assets and liabilities each in the range of US$100 million to US$500 million. The hearing on the Debtors' disclosure statement and plan is set for Aug. 5, 2008. (Blue Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BUILDING MATERIALS: Dec. 31 Balance Sheet Upside-Down by $96.3MM ---------------------------------------------------------------- At Dec. 31, 2007, the consolidated balance sheet of Building Materials Corp. of America showed $2.3 billion in total assets and $2.4 billion in total liabilities, resulting in roughly $96.3 million total stockholders' deficit. The company reported a net loss of $134.5 million for the year ended Dec. 31, 2007, compared to net income of $38.8 million for the year ended Dec. 31, 2006. Net sales for 2007 were $2.3 billion as compared with $2.0 billion in 2006. The increase in net sales for 2007 was primarily attributable to the acquisition of ElkCorp, which was partially offset by lower net sales of residential roofing products and commercial roofing products driven by lower unit volumes resulting from softer market demand and $15.1 million of restructuring- related sales discounts. The increase in reported net loss for 2007 was primarily attributable to approximately $119.9 million of higher interest expense, as well as $181.0 million of restructuring and other expenses due to the acquisition of ElkCorp., of which $15.1 million was included as a reduction in net sales and $24.3 million was included in cost of products sold related to the integration of Elk operations. Included in restructuring and other expenses are plant closing expenses related to the closure of several manufacturing facilities together with the write-down of plant assets at these facilities, integration-related costs and the write-down of selected inventories. The company had a loss before interest expense and income taxes for 2007 of $27.4 million compared with income before interest expense and income taxes of $124.8 million in 2006. Interest expense in 2007 increased to $181.4 million as compared with $61.5 million in 2006. Interest expense in 2007 included $23.2 million of debt restructuring costs and an additional $3.5 million of interest expense of ElkCorp from the date of acquisition. Acquisition of ElkCorp On Feb. 22, 2007, a subsidiary of the company acquired approximately 90% of the outstanding common shares of ElkCorp, a Dallas, Texas-based manufacturer of roofing products and building materials. The remaining shares of Elk were acquired on March 26, 2007, resulting in ElkCorp becoming an indirect wholly-owned subsidiary of the company. The acquisition of the ElkCorp shares was completed at a purchase price of approximately $945.3 million, net of $100,000 of cash acquired and net of the repayment of $195.0 million of the then outstanding Elk senior notes, which were assumed in connection with the acquisition and were repaid in March 2007. The company financed the purchase of ElkCorp, and refinanced certain of the company's then outstanding debt and repaid all of ElkCorp's then outstanding senior notes of $195.0 million with the proceeds from the company's new senior secured credit facilities. The company's new senior secured credit facilities consist of a $600.0 million Senior Secured Revolving Credit Facility, a $975.0 million Term Loan and a $325.0 million Junior Lien Term Loan Facility. Available Liquidity At Dec. 31, 2007, the company had $210.4 million available liquidity under its $600.0 million Senior Secured Revolving Credit Facility. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2007, are available for free at http://researcharchives.com/t/s?2b8c About Building Materials Based in Wayne, New Jersey, Building Materials Corporation of America is a manufacturer and marketer of a broad line of asphalt and polymer-based roofing products and accessories for the residential and commercial roofing markets. The company also manufactures specialty building products and accessories for the professional and do-it-yourself remodeling and residential construction industries. The company is a wholly owned subsidiary of BMCA Holdings Corporation, which is a wholly owned subsidiary of G-I Holdings Inc. The company's products are marketed in three groups: residential roofing, commercial roofing and specialty building products and accessories. On March 26, 2007, the company completed the acquisition of ElkCorp, a manufacturer of roofing products and building materials. * * * As reported in the Troubled Company Reporter on April 10, 2008, Moody's Investors Service lowered the ratings of Building Materials Corp. of America including the corporate family rating to B3 from B2, first lien term loan rating to B3 from B2, senior notes rating to B3 from B2, and junior term loan rating to Caa2 from Caa1. The probability of default rating was lowered to Caa1 from B2. The ratings outlook remains negative. CANADIAN TRUSTS: Ontario Court Adjourns Plan Hearing to May 12 -------------------------------------------------------------- Ontario Superior Court Justice Colin Campbell has tentatively rescheduled the hearing to approve a Plan of Compromise and Arrangement proposed by the Pan-Canadian Investors Committee for Third-Party Structured Asset-Backed Commercial Paper to May 12 and 13, 2008, Reuters reports. The plan hearing was originally scheduled for May 2. According to the paper, Justice Campbell delayed the hearing so he can sort out various issues including separate requests from various ABCP investors who want to sue banks and investment dealers that transacted the Canadian commercial papers. Several companies have claimed that there were misleading disclosures about the assets behind the ABCP, and have complained that the Plan's release provisions are overly broad, Reuters said. The Pan-Canadian Committee, however, has insisted that the Plan releases have to remain intact, or its restructuring proposal will "fall apart," Reuters noted. Mr. Justice Campbell said that he could possibly move the hearing forward to May 7 and 8, according to Reuters. But for a matter "of this magnitude and importance", the Ontario Court is likely to opt for the later dates to have additional time to study the issues closer, Reuters stated. About the ABCP Trusts Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust, Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate Trust, Structured Asset Trust, Structured Investment Trust III, Symphony Trust, Whitehall Trust are entities based in Canada that issue securities called third-party structured finance asset- backed commercial paper. As of Sept. 14, 2007, these 21 Canadian Trusts had approximately $33 billion of outstanding ABCP. As reported by the Troubled Company Reporter on March 18, 2008, Justice Colin Campbell of the Ontario Superior Court of Justice granted an application filed on March 17 by The Pan-Canadian Investors Committee for Third-Party Structured ABCP under the provisions of the Companies' Creditors Arrangement Act. The Committee asked the Court to call a meeting of ABCP noteholders to vote on a plan to restructure 20 trusts affecting $32 billion of notes. The trusts were covered by the Montreal Accord, an agreement entered by international banks and institutional investors on Aug. 16, 2007 to work out a solution for the ABCP crisis in Canada. Justice Campbell appointed Ernst & Young, Inc., as the Applicants' monitor, on March 17, 2008. (Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CANADIAN TRUSTS: Xceed Objects to Plan Release Provisions --------------------------------------------------------- The Pan-Canadian Investors Committee for Third Party Structured ABCP related in a press statement dated April 25, 2008, that noteholders have voted overwhelmingly in favor of its proposed Plan of Compromise and Agreement. Nevertheless, on April 30, 2008, Xceed Mortgage Corporation asked the Ontario Superior Court of Justice to declare that the release provisions of the proposed ABCP Restructuring Plan do not operate to release any claims or rights arising from, relating to, or in connection with an QSPE-EXCD Trust. In particular, Xceed contends, the Plan Release does not have the effect of releasing Coventree Inc., Coventree Capital Inc., Coventree Mortgage Finance Corp., or 1462888 Ontario Inc. -- in its capacity as Trustee of QSPE-EXCD Trust -- from potential liability for conduct alleged in a litigation filed by Exceed Mortgage, also in the Ontario Superior Court. Xceed Mortgage is in the business of providing mortgage financing to residential home owners. In March 2002, Exceed Mortgage and the Coventree Parties agreed to create and structure a securitization-based funding program for Xceed Mortgage's residential mortgages. Under the program, Xceed Mortgage sold certain of its mortgages and other assets to the QSPE-EXCD Trust, a special purpose vehicle established and administered by the Coventree Parties for the sole purpose of purchasing these assets. QSPE-EXCD Trust is not a Conduit which is subject to the Plan. The Program continues to be operated pursuant to the provisions of a mortgage purchase agreement between Xceed Mortgage and QSPE- EXCD Trust. Xceed Mortgage's claims in the Ontario Action are entirely unrelated to the Plan, nor is the MPA an agreement affected by the Plan, Gordon Capern, Esq., at Paliare Roland Rosenberg Rothstein LLP, in Toronto, Ontario, tells the Honorable Justice Colin Campbell. Xceed Mortgage asserts Claims in the Ontario Action against the Coventree Parties, alleging that the Coventree Parties (i) invested funds held in cash accounts of QSPE-EXCD Trust in breach of the investment criteria set out in the MPA, and (ii) invested some of the QSPE-EXCD Trust funds in ABCP that the Conduits issued. Xceed Mortgage does not make any claims directly against or concerning the ABCP or Conduits affected by the Plan, Mr. Capern clarifies. Some or all of the Coventree Parties are Released Parties under the Plan. The language of the Release could be interpreted to prohibit claims against the Coventree Parties in respect of their alleged conduct relating to the QSPE-EXCD Trust, despite the fact that it is not subject to the Plan, Mr. Capern explains. He notes that the Coventree Parties have asserted that the Plan Release would release them from any liability to Xceed Mortgage in the Ontario Action. "A release of claims relating to the QSPE-EXCD Trust which is not subject to re-structuring under the Plan is unfair," Mr. Capern argues. "[T]he rights of innocent third parties as beneficiaries of an unrelated Trust would be defeated because the defendants in the [Ontario] Action happen to have made allegedly unauthorized investments in ABCP." About the ABCP Trusts Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust, Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate Trust, Structured Asset Trust, Structured Investment Trust III, Symphony Trust, Whitehall Trust are entities based in Canada that issue securities called third-party structured finance asset- backed commercial paper. As of Sept. 14, 2007, these 21 Canadian Trusts had approximately $33 billion of outstanding ABCP. As reported by the Troubled Company Reporter on March 18, 2008, Justice Colin Campbell of the Ontario Superior Court of Justice granted an application filed on March 17 by The Pan-Canadian Investors Committee for Third-Party Structured ABCP under the provisions of the Companies' Creditors Arrangement Act. The Committee asked the Court to call a meeting of ABCP noteholders to vote on a plan to restructure 20 trusts affecting $32 billion of notes. The trusts were covered by the Montreal Accord, an agreement entered by international banks and institutional investors on Aug. 16, 2007 to work out a solution for the ABCP crisis in Canada. Justice Campbell appointed Ernst & Young, Inc., as the Applicants' monitor, on March 17, 2008. (Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CANADIAN TRUSTS: Monitor Files Reports on CCAA Proceedings ---------------------------------------------------------- Ernst & Young, Inc., as monitor of the proceedings commenced by the Pan-Canadian Investors Committee for Third-Party Structured Asset-Backed Commercial Paper under Canada's Companies' Creditors Arrangement Act, delivered its fifth monitor report on April 28, 2008, and sixth report on May 1, to the Ontario Superior Court of Justice. The fifth report provides Honorable Justice Colin Campbell with information on an an additional tabulation of the vote on the noteholders' meeting held in Toronto on April 25, including a report on the Monitor's tabulation of the votes cast as a single Class as well as the votes cast in respect of each Series. The sixth report provides the Court with information on the additional tabulation of the vote on the Restructuring Resolution the Monitor performed as directed by the Court. Fifth Report Murray A. McDonald, an officer of the Monitor, chaired the April 25 Noteholders Meeting. The sole item of business presented to the Meeting was the vote on the Restructuring Resolution, seeking approval of the Plan and ancillary matters by the single class of Noteholders as established in the Plan. The Monitor disclosed that it received 2,039 Voter Identification Forms and Voter Confirmation Forms, representing Affected ABCP holdings of more than C$31 billion. Of these, the Monitor noted, 1,940 Noteholders holding an aggregate principal amount of C$30.1 billion of Affected ABCP voted on the Restructuring Resolution either in person or by proxy. The Meeting Order also provided that the Monitor will mark as Unconfirmed Votes any VIF or VCF submitted by a Noteholder that is, in its determination, improperly completed or improperly submitted. In tabulating the votes, the Monitor included all Confirmed Votes and Unconfirmed Votes. The results of the vote on the Restructuring Resolution are: Accepting Rejecting -------------------------- ------------------------- No. of Amount No. of Amount Claimants Held Claimants Held --------- ---------------- --------- --------------- 1,861 C$28,945,184,629 79 C$1,169,003,789 (96%) (96%) (4%) (4%) The Monitor clarified that its results are slightly different from those reported to the Meeting by the Chair because they include additional VIFs and Proxies received by the Monitor at its offices on April 25, 2008, prior to the commencement of the Meeting that were not "delivered to the Chair." Tabulation By Series As required by the Meeting Order, the Monitor has tabulated the votes cast in respect of each Series, a full-text copy of which is available for free at: http://bankrupt.com/misc/ABCP_TabulationBySeries.pdf Based on the tabulation by series, the Monitor observed that if the Restructuring Resolution had been voted on with each Series voting in its own class, it appears that all Series except for Ironstone Series B would have approved the Restructuring Resolution with the required majorities. The Monitor confirmed that, in its assessment, the aggregate Unconfirmed Votes are not sufficient to alter the indicative outcomes reflected in its tabulation except that the sole vote recorded in respect of Aurora Series B is an Unconfirmed Vote. A full-text copy of the Fifth Monitor Report is available for free at http://bankrupt.com/misc/ABCP_5thMonitorReport.pdf Monitor's Sixth Report In preparing its Sixth Report, the Monitor relied on information provided by various parties, including the Sponsors of the Conduits, the Investors Committee and its advisors and Noteholders who have submitted Voter Identification Forms, Voter Confirmation Forms and Forms of Proxy, including supporting documentation. The Monitor relates that it reviewed the information submitted in the abridged time available, but has not audited or otherwise verified the provided information. On April 22 and 23, 2008, the Court heard a number of motions brought by various Noteholders, seeking among other things, that the Pan-Canadian Committee's proposed Plan be amended to provide for multiple classes of Noteholders. Consequently, on April 24, 2008, the Honourable Mr. Justice Campbell issued an endorsement directing that the Meeting of Noteholders be held as scheduled on April 25, with a single class of Noteholders for voting purposes. Pursuant to the Meeting Order and the April 24 endorsement, the Noteholders Meeting took place in Toronto on April 25, 2008. Murray A. McDonald, an officer of the Monitor, chaired the Meeting. The sole item of business presented to the Meeting was the vote on the Restructuring Resolution seeking approval of the Plan and ancillary matters by the single class of Noteholders as established in the Plan. Mr. Justice Campbell convened a case conference on April 29, 2008, to discuss various issues raised in his endorsement and timing with respect to a sanction hearing on the Plan. Certain parties requested that the Monitor provide an additional tabulation of the voting on the Restructuring Resolution, separating Noteholders into two distinct classes. Accordingly, the Monitor was directed by Justice Campbell to tabulate the votes: A. Class A Noteholders Names of Parties in Class (1) Applicants or members * ATB Financial of the Investors Quebec * Caisse de Depot et Placement du Committee * Canaccord Capital Corporation * Canada Mortgage and Housing Corporation * Canada Post Corporation * Credit Union Central Alberta Limited * Credit Union Central of British Columbia * Credit Union Central of Canada * Credit Union Central of Ontario * Credit Union Central of Saskatchewan * Desjardins Group * Magna International Inc. * National Bank Financial Inc./ National Bank of Canada * NAV Canada * Northwater Capital Management Inc. * Public Sector Pension Investment Board * The Governors of the University of Alberta (2) ABCP Dealers * National Bank of Canada and National Bank Financial * Canaccord Capital Corporation * Credential Securities * HSBC Bank Canada; * Canadian Imperial Bank of Commerce and CIBC World Markets Inc. * Bank of Montreal * Scotia Capital Inc. (3) Clients of * Bank of America, N.A. Stikeman Elliott * Citibank, N.A. * Citibank Canada, in its capacity as Credit Derivative Swap Counterparty and not in any other capacity * Deutsche Bank AG * HSBC Bank Canada * HSBC Bank USA, National Association * Merrill Lynch International * Merrill Lynch Capital Services, Inc. * Swiss Re Financial Products Corporation * UBS AG (4) Canadian Banks * Bank of Montreal * Canadian Imperial Bank of Commerce * Royal Bank of Canada * The Bank of Nova Scotia * The Toronto-Dominion Bank * National Bank of Canada (5) Customers of * Customers of Canaccord and Canaccord Capital Credential with holdings Corporation and reported to the Monitor in the Credential Securities voter identification process, under C$1,000,000, based on principal amount. B. Class B Noteholders * All other Noteholders that are not members of Class A. The Monitor notes that while the CCAA Applicants, the clients of Stikeman Elliott LLP, and the Canadian Banks are specifically listed by name in the materials filed in the Applicants' CCAA proceedings, a comprehensive list of parties that might meet the definition of "ABCP Dealers" is not available. The Amended Plan defines ABCP Dealers as any dealer, broker, financial institution or intermediary that sold, directly or indirectly, any of the Affected ABCP to one or more Noteholders or that rendered advice with respect to the purchase and sale of the Affected ABCP. In the absence of a specific list of ABCP Dealers, the Monitor reviewed the motion materials filed by various parties and compiled a list of the parties identified as ABCP Dealers. The Monitor circulated on April 29, 2008, a schedule to the service list setting out a specific list of the parties to be included in each of the Class A groupings so that the service list would be notified of the parties that had been identified as being included in each grouping. The Monitor further notes that subsequent to the case conference it received a request to add an additional grouping to Class A to include any parties that have elected to participate in MAV1. While the Monitor has not included this additional grouping in its updated list of Class A parties, the Monitor confirms that each of the parties that has elected to participate in MAV 1 also falls into one of the other Class A groupings and that accordingly, the results of the tabulation would be the same had this additional grouping been added. The Monitor summarized the results of the vote on the Restructuring Resolution: Accepting Rejecting -------------------------- ------------------------- No. of Amount No. of Amount Class Claimants Held Claimants Held ----- --------- ---------------- --------- ------------- A 1,572 C$23,898,232,639 9 C$867,666 (99.4%) (100.0%) (0.6%) (0.0%) B 289 5,046,951,989 70 1,168,136,123 (80.5%) (81.2%) (19.5%) (18.8%) The parties included in Class B include several Noteholders for which the Monitor has information to suggest that they may meet the definition of an ABCP Dealer. While the Monitor has included those parties in Class B for tabulation purposes, it confirms that even if these parties were re-classified to Class A, there would be no material change to the voting results. The Monitor also confirms that, in its assessment, the aggregate Unconfirmed Votes are not sufficient to alter the tabulation outcome. A full-text copy of the Sixth Monitor Report is available for free at http://bankrupt.com/misc/ABCP_6thMonitorReport.pdf About the ABCP Trusts Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust, Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate Trust, Structured Asset Trust, Structured Investment Trust III, Symphony Trust, Whitehall Trust are entities based in Canada that issue securities called third-party structured finance asset- backed commercial paper. As of Sept. 14, 2007, these 21 Canadian Trusts had approximately $33 billion of outstanding ABCP. As reported by the Troubled Company Reporter on March 18, 2008, Justice Colin Campbell of the Ontario Superior Court of Justice granted an application filed on March 17 by The Pan-Canadian Investors Committee for Third-Party Structured ABCP under the provisions of the Companies' Creditors Arrangement Act. The Committee asked the Court to call a meeting of ABCP noteholders to vote on a plan to restructure 20 trusts affecting $32 billion of notes. The trusts were covered by the Montreal Accord, an agreement entered by international banks and institutional investors on Aug. 16, 2007 to work out a solution for the ABCP crisis in Canada. Justice Campbell appointed Ernst & Young, Inc., as the Applicants' monitor, on March 17, 2008. (Canadian ABCP Trusts Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CAPITAL AUTO: S&P Assigns 'BB' Preliminary Rating on Class D Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary ratings to Capital Auto Receivables Asset Trust 2008-2's $1.31 billion asset-backed notes series 2008-2. The preliminary ratings are based on information as of May 6, 2008. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The credit quality of the underlying pool, which has a weighted average FICO score of 717.27 and consists of prime automobile loans; -- The timely interest and principal payments made under stressed cash flow modeling scenarios that are consistent with the ratings assigned to each class of notes; -- The credit enhancement; and -- The sound legal structure. Preliminary Ratings Assigned Capital Auto Receivables Asset Trust 2008-2 Class Rating Type Interest rate* Amount** ----- ------ ---- -------------- -------- A-1*** A-1+ Senior N.A. $237,000,000 A-2 AAA Senior N.A. $415,000,000 A-3 AAA Senior N.A. $435,000,000 A-4 AAA Senior N.A. $155,619,000 B**** A Sub N.A. $42,849,000 C**** BBB Sub N.A. $19,776,000 D**** BB Sub N.A. $6,593,000 * The interest rate on each class of notes will be a fixed rate, a floating rate, or a combination of both if that class has both a fixed- and floating-rate tranche. If the interest rate is floating, the rate will be tied to one-month LIBOR, and the trust will enter into a swap agreement with the swap counterparty. ** The actual dollar amounts will be determined at pricing. *** The class A-1 notes will be sold in one or more private placements. **** The class B, C, and D notes may be initially retained by the depositor or sold in one or more private placements. N.A. -- Not available. CAPITAL AUTO: Moody's Puts (P)Ba1 Rating on $6.593MM Notes ---------------------------------------------------------- Moody's Investors Service has assigned provisional ratings to Capital Auto Receivables Asset Trust 2008-2. The complete rating actions are: Issuer: Capital Auto Receivables Asset Trust 2008-2 -- $237,000,000 Class A-1 Asset Backed Notes, rated (P)P-1 -- $415,000,000 Class A-2 Asset Backed Notes, rated (P)Aaa -- $435,000,000 Class A-3 Asset Backed Notes, rated (P)Aaa -- $155,619,000 Class A-4 Asset Backed Notes, rated (P)Aaa -- $42,849,000 Class B Asset Backed Notes, rated (P)A2 -- $19,776,000 Class C Asset Backed Notes, rated (P)Baa2 -- $6,593,000 Class D Asset Backed Notes, rated (P)Ba1 The ratings are based on the quality of the underlying auto loans and their expected performance, the strength of the transaction's structure, the enhancement provided by subordination (except for Class D), overcollateralization of 0.50% as a percentage of the initial aggregate receivables principal balance, a fully funded non-declining 0.50% reserve account (also expressed as a percentage of the initial aggregate receivables principal balance), available excess spread, and the experience of GMAC LLC as servicer. CASH TECH: Unit Completes $3MM Asset Buyout Deal w/ Champion Parts ------------------------------------------------------------------ Cash Technologies Inc.'s subsidiary, CPI Holdings LLC, completed its acquisition of certain assets of Champion Parts Inc. from PNC Business Credit Inc. for $2.97 million. The assets have a book value of approximately $12.1 million. PNC is the primary lender of Champion Parts. The purchase of the Champion Assets will permit CPI to create a new business using the Champion name, products, staff, facilities and national retail distribution network without assuming any liabilities of the bankrupt entity. Cash Tech first entered the automotive products market in November 2004 when its TAP Holdings LLC subsidiary acquired certain assets of Tomco Auto Products Inc. for $2.5 million. TAP sold the Tomco assets in November 2006 to Champion for approximately $10.8 million. Champion's October 2007 bankruptcy, caused by an unresolved default in its financing facility with PNC, created the opportunity for CPI to acquire the combined Tomco and Champion assets at a substantial discount. The company relates that the accretive transaction will generate extraordinary non-cash income and an as-yet undetermined increase in shareholder equity. The completion of this transaction is also a requirement of the company's plan to regain compliance with the Amex listing qualifications. CPI has hired the pre-bankruptcy management of Champion to operate the business. In addition, CPI intends to expand the Champion product line to include innovative fuel-efficiency products that will be marketed under the brand name Champion Performance and distributed through Champion's extensive retail network consisting of thousands of stores in the U.S. "I'm delighted that we have been able to turn the problem created by the Champion bankruptcy into an opportunity to substantially increase shareholder equity and other fundamentals, Bruce Korman, CEO of Cash Technologies, stated. "While Champion's core business produced profitability for the nearly ten years prior to its bankruptcy, we believe that its nationally recognized brand name and retail presence are perhaps its greatest assets and can be leveraged to successfully deliver new fuel-efficiency and other desirable products into the auto products market," Mr. Korman added. About Champion Parts Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ) -- http://www.championparts.net/-- re-manufactures fuel system components, air conditioning compressors, front wheel drive assemblies, and other underhood electrical and mechanical products for the passenger car and light truck, agricultural, heavy-duty truck and marine parts aftermarket. The company filed for chapter 11 bankruptcy protection on Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253). James F. Dowden, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed total assets of $26,389,000 and total debts of $25,251,000. The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding on Jan. 25, 2008. About Cash Technologies Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ) -- http://www.cashtechnologies.com/-- develops and markets innovative data processing solutions in the healthcare and financial services industries. As reported in the Troubled Company Reporter on April 23, 2008, Cash Technologies Inc.'s consolidated balance sheet at Feb. 29, 2008, showed $5,952,493 in total assets, $11,331,245 in total liabilities, and ($116,987) in minority interest, resulting in a $5,261,765 total stockholders' deficit. At Feb. 29. 2008, the company's consolidated balance sheet also showed $1,371,405 in total current assets available to pay $9,883,025 in total current liabilities. Going Concern Doubt Vasquez & Company LLP expressed substantial doubt about Cash Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended May 31, 2007. The auditing firm noted that the company has suffered significant recurring losses and is in immediate need of substantial working capital to continue its business and operations. At Feb, 29, 2008, the company had a working capital deficit of $8,511,620 compared to working capital deficit of $6,662,505 at May 31, 2007. The large change is a direct result of a write off of the Champion note receivable. To date, the company has been funding its operations primarily through the issuance of equity in private placement transactions with existing stockholders or affiliates of stockholders. C-BASS: Fitch Lowers Ratings on $54.5 Million Certificates ---------------------------------------------------------- Fitch Ratings has taken rating actions on C-BASS Mortgage Loan Trust mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $709.7 million and downgrades total $54.5 million. Additionally, $3.3 million was placed on Rating Watch Negative. C-BASS 2003-RP1 -- $1.9 million class A affirmed at 'AAA'; -- $13.5 million class M-1 affirmed at 'AA+'; -- $2.7 million class M-2 downgraded to 'BB' from 'A+'; -- $2.1 million class B-1 downgraded to 'C/DR4' from 'BB'; -- $1.3 million class B-2 downgraded to 'C/DR6' from 'CCC/DR2'; C-BASS 2004-RP1 -- $8.1 million class M-1 affirmed at 'AA+'; -- $4.4 million class M-2 affirmed at 'AA'; -- $3.8 million class M-3 affirmed at 'AA-'; -- $5.4 million class B-1 affirmed at 'A-'; -- $3.5 million class B-2 affirmed at 'BBB+'; C-BASS 2005-RP1 -- $6.3 million class AF-2 affirmed at 'AAA'; -- $12.8 million class AF-3 affirmed at 'AAA'; -- $7.9 million class AV affirmed at 'AAA'; -- $10.2 million class M1 affirmed at 'AA'; -- $6.5 million class M2 affirmed at 'A'; -- $4.7 million class M3 affirmed at 'A-'; -- $3.6 million class B-1 affirmed at 'BBB+'; -- $3.3 million class B-2 rated 'BB', placed on Rating Watch Negative; C-BASS 2005-RP2 -- $7.5 million class AF-1 affirmed at 'AAA'; -- $8.4 million class AF-2 affirmed at 'AAA'; -- $12.0 million class AF-3 affirmed at 'AAA'; -- $2.9 million class AV-1 affirmed at 'AAA'; -- $22.0 million class AV-2 affirmed at 'AAA'; -- $13.1 million class M-1 affirmed at 'AA'; -- $7.9 million class M-2 affirmed at 'A'; -- $6.1 million class M-3 affirmed at 'A-'; -- $3.9 million class B-1 downgraded to 'BBB' from 'BBB+'; -- $3.5 million class B-2 downgraded to 'BBB-' from 'BBB'; C-BASS 2006-RP1 -- $49.6 million class A-1 affirmed at 'AAA'; -- $72.2 million class A-2 affirmed at 'AAA'; -- $16.6 million class M-1 affirmed at 'AA+'; -- $14.0 million class M-2 affirmed at 'A+'; -- $4.0 million class M-3 affirmed at 'A'; -- $5.0 million class B-1 affirmed at 'A-'; -- $3.6 million class B-2 affirmed at 'BBB+'; -- $4.6 million class B-3 downgraded to 'BBB-' from 'BBB'; -- $4.2 million class B-4 downgraded to 'BB' from 'BBB-'; C-BASS 2006-RP2 -- $51.5 million class A1 affirmed at 'AAA'; -- $65.9 million class A2 affirmed at 'AAA'; -- $14.0 million class A3 affirmed at 'AAA'; -- $14.8 million class A4 affirmed at 'AAA'; -- $19.4 million class M1 affirmed at 'AA'; -- $15.1 million class M2 affirmed at 'A'; -- $4.6 million class M3 affirmed at 'A-'; -- $4.8 million class B1 affirmed at 'BBB+'; -- $3.5 million class B2 affirmed at 'BBB'; -- $4.8 million class B3 downgraded to 'BB' from 'BBB-'; C-BASS 2007-RP1 -- $130.4 million class A affirmed at 'AAA'; -- $22.9 million class M-1 affirmed at 'AA+'; -- $19.2 million class M-2 affirmed at 'A+'; -- $5.8 million class M-3 affirmed at 'A'; -- $6.1 million class M-4 downgraded to 'BBB' from 'A-'; -- $4.2 million class M-5 downgraded to 'BB+' from 'BBB+'; -- $7.5 million class M-6 downgraded to 'BB' from 'BBB'; -- $9.5 million class B downgraded to 'B' from 'BBB-' CHAMPION PARTS: Assets Sold to CPI Holdings for $3MM ----------------------------------------------------- Champion Parts Inc. disclosed that Cash Technologies Inc.'s CPI Holdings LLC subsidiary completed the acquisition of certain assets of Champion Parts from PNC Business Credit Inc. for $2.97 million which have a book value of approximately $12.1 million. PNC is the primary lender of Champion Parts. The purchase of the Champion Assets will allow CPI to create a new business using the venerable Champion name, products, staff, facilities and national retail distribution network without assuming any liabilities of the bankrupt entity. Cash Tech first entered the automotive products market in November 2004 when its TAP Holdings LLC subsidiary acquired certain assets of Tomco Auto Products Inc. for $2.5 million. TAP sold the Tomco assets in November 2006 to Champion for approximately $10.8 million. Champion's October 2007 bankruptcy, caused by an unresolved default in its financing facility with PNC, created the opportunity for CPI to acquire the combined Tomco and Champion assets at a substantial discount. Champion Parts related that the accretive transaction will provide CPI extraordinary non-cash income and an as-yet undetermined increase in shareholder equity. The completion of this transaction is also a requirement of Cash Technolgies' plan to regain compliance with the Amex listing qualifications. CPI has hired the pre-bankruptcy management of Champion to operate the business. In addition, CPI intends to expand the Champion product line to include innovative fuel-efficiency products that will be marketed under the brand name Champion Performance and distributed through Champion's extensive retail network consisting of thousands of stores in the U.S. "I'm delighted that we have been able to turn the problem created by the Champion bankruptcy into an opportunity to substantially increase shareholder equity and other fundamentals, Bruce Korman, CEO of Cash Technologies, stated. "While Champion's core business produced profitability for the nearly ten years prior to its bankruptcy, we believe that its nationally recognized brand name and retail presence are perhaps its greatest assets and can be leveraged to successfully deliver new fuel-efficiency and other desirable products into the auto products market," Mr. Korman added. About Cash Technologies Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ) -- http://www.cashtechnologies.com/-- develops and markets innovative data processing solutions in the healthcare and financial services industries. As reported in the Troubled Company Reporter on April 23, 2008, Cash Technologies Inc.'s consolidated balance sheet at Feb. 29, 2008, showed $5,952,493 in total assets, $11,331,245 in total liabilities, and ($116,987) in minority interest, resulting in a $5,261,765 total stockholders' deficit. At Feb. 29. 2008, the company's consolidated balance sheet also showed $1,371,405 in total current assets available to pay $9,883,025 in total current liabilities. About Champion Parts Based in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ) -- http://www.championparts.net/-- remanufactures fuel system components, air conditioning compressors, front wheel drive assemblies, and other underhood electrical and mechanical products for the passenger car and light truck, agricultural, heavy-duty truck and marine parts aftermarket. The company filed for chapter 11 bankruptcy protection on Oct. 10, 2007 (Bankr. W.D. Ark. Case No. 07-73253). James F. Dowden, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed total assets of $26,389,000 and total debts of $25,251,000. The Court converted Champion Parts Inc.'s Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding on Jan. 25, 2008. CONGOLEUM CORP: March 31 Balance Sheet Upside-Down by $45 Million ----------------------------------------------------------------- Congoleum Corporation's balance sheet at March 31, 2008, showed total assets of $172.628 million and total liabilities of $217.4 million, resulting in a total stockholders' deficit of about $44.8 million. The company reported net income for the quarter of $1.7 million, compared with a net loss of $351,000 in the first quarter of 2007. The loss for the three months ended March 31, 2007, includes $2.8 million of interest on Congoleum's 8-5/8% Senior Notes. Under the terms of its pending reorganization plan, Congoleum will not pay interest on the Senior Notes for the period commencing with the filing of its bankruptcy. In the fourth quarter of 2007, Congoleum reversed the post- bankruptcy interest it had recorded on the Senior Notes. Congoleum is no longer recording interest expense on the Senior Notes, and there was no interest expense on the Senior Notes in the three months ended March 31, 2008. During the first quarter of 2008, Congoleum received a payment of $10.1 million, including $1.0 million of interest, on a note for settlement of a legal fee disgorgement. The $1.0 million of interest income is included in net income for the three months ended March 31, 2008. "Given the sharp deterioration in economic conditions versus the first quarter of 2007, I am very pleased that we were able to hold our sales decline to under 4%," Roger S. Marcus, chairman of the board, commented. "All three of our markets -- manufactured housing, new construction, and remodeling -- are down to a much greater degree, in excess of 20% by my estimate. The relative strength of our own performance in this climate reflects the continued sales growth of our unique Dura products, well as new marketing initiatives launched in the fourth quarter of 2007 and the benefit of selling price increases." "We have maintained our operating expenses at the reduced levels established last year, despite inflationary pressures on medical benefits and other costs," Mr. Marcus continued. "Unfortunately, raw material costs have escalated significantly with the price of oil, and we were only able to partly mitigate this through continued improvements in manufacturing efficiency and pricing actions, resulting in a gross margin decline of 1.5% of net sales versus the first quarter of 2007." "While this is unquestionably one of the most difficult periods we have ever faced in terms of market conditions, the steps we have taken to reduce our break-even point have served us well," added Mr. Marcus. "We have been able to offset much of the impact of lower sales volume and higher raw material costs that we have experienced. These efforts should help assure our viability not only through this severe downturn, but also position us to take significant advantage of the recovery when it comes." "In addition to a lean cost structure, we also have the benefit of significant liquidity which was augmented by the $10.1 million legal fee disgorgement we collected in March," Mr. Marcus said. "We ended the quarter with over $29 million in cash." "Our employees deserve tremendous credit for the results achieved in this economic environment, especially given the extra challenges presented by our reorganization proceedings," stated Mr. Marcus. "On that front, I am pleased to report that the reorganization plan has been distributed for voting and initial results of the voting are encouraging. All creditor groups have shown their commitment to remaining on schedule for the June 26th confirmation hearing, and I remain hopeful that Congoleum will emerge from bankruptcy some time this year." About Congoleum Corp. Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety of product features, designs and colors. The company filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Going Concern Doubt As reported in the Troubled Company Reporter on April 28, 2008, in Congoleum Corp.'s 2007 annual report filed with the U.S. Securities and Exchange Commission, the company's management said there is "substantial doubt about the company's ability to continue as a going concern unless it obtains relief from its substantial asbestos liabilities through a successful reorganization under Chapter 11 of the Bankruptcy Code." Moreover, Ernst & Young LLP, the company's auditor, raised substantial doubt about the company's ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. Ernst & Young related that the company "has been and continues to be named in a significant number of lawsuits stemming primarily from the company's manufacture of asbestos-containing products. The company has recorded significant charges to earnings to reflect its estimate of costs associated with this litigation. On Dec. 31, 2003, Congoleum filed a voluntary petition with the U.S. Bankruptcy Court for the District of New Jersey (Case No. 03- 51524) seeking relief under Chapter 11 of the United States Bankruptcy Code, as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago." COREY LANDINGS: Wants to Hire Berger Singerman as Bankr. Counsel ---------------------------------------------------------------- Corey Landings Development, LLC asks permission from the U.S. Bankruptcy Court for the Middle District of Florida to employ Berger Singerman P.A. as its general bankruptcy counsel. Berger Singerman will provide necessary legal services required in the administration of the the Debtor's estate. Arthur J. Spector, Esq., a shareholder at Berger Singerman, tells the Court that the firm's professionals bill these hourly rates: Arthur J. Spector $480 Debi Evans Galler $375 Paralegals $75 - $170 Mr. Spector assures the Court that the firm is disinterested as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. Based in St. Petersburg, Florida, Corey Landings Development, LLC develops real estate property. The company filed for Chapter 11 protection on March 14, 2008 (Bankr. M.D. Fla. Case No. 08-03353). Arthur J. Spector, Esq., at Berger Singerman, represents the company in its restructuring efforts. When the company filed for protection from its creditors, it listed estimated assets of $10 million to $50 million, and estimated debts of $50 million to $100 million. CORONADO CDO: Fitch Cuts Ratings on Two Note Classes from BBB to B ------------------------------------------------------------------ Fitch downgraded six classes of notes issued by Coronado CDO, Ltd. Four classes of notes remain on Rating Watch Negative. These rating actions are effective immediately: -- $277,331,614 class A-1 notes downgraded to 'AA' from 'AAA'; removed from Rating Watch Negative; -- $3,678,138 class A-2 notes downgraded to 'AA' from 'AAA'; removed from Rating Watch Negative; -- $62,000,000 class B-1 notes downgraded to 'BB' from 'AA'; remains on Rating Watch Negative; -- $15,000,000 class B-2 notes downgraded to 'BB' from 'AA'; remains on Rating Watch Negative; -- $6,750,000 class C-1 notes downgraded to 'B' from 'BBB'; remains on Rating Watch Negative; -- $13,500,000 class C-2 notes downgraded to 'B' from 'BBB'; remains on Rating Watch Negative. Coronado is a collateralized debt obligation that closed on Sept. 4, 2003 and is managed by Western Asset Management Company. Coronado's reinvestment period ended in March 2007. Coronado has a portfolio comprised primarily of subprime residential mortgage- backed securities bonds (42.7%), asset-backed securities (16.1%), commercial mortgage-backed securities (15.4%), prime RMBS (11.1%), Alternative-A RMBS (5.1%), CDOs (3.8%) and other structured finance assets. Subprime RMBS bonds of the 2005, 2006, and 2007 vintages account for approximately 7.8%, 12.8%, and 1.9% of the portfolio, respectively. Alt-A RMBS of the 2005, 2006 and 2007 vintages total approximately 4.5% of the portfolio. Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically with regards to subprime RMBS and Alt-A RMBS. Since Fitch's last review in May 2007, approximately 21.1% of the portfolio has been downgraded with 3.2% of the portfolio currently on Rating Watch Negative. Approximately 16.7% of the portfolio is currently rated below investment grade. The classes A-1 and A-2 notes are insured via an unconditional, irrevocable financial guarantee from MBIA Insurance Corporation (Insurer Financial Strength rated 'AA', Rating Outlook Negative by Fitch). The rating of the classes A-1 and A-2 notes reflect the current rating of MBIA Insurance Corporation as guarantor of the notes. The Rating Watch Negative 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 structured finance CDO approach and will comment separately on any changes and potential rating impact at a later date. The ratings of the classes A-1, A-2, B-1, and B-2 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 of the classes C-1 and C-2 notes 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. CSFB MORTGAGE: Fitch Cuts Ratings on $97.6 Million Certificates --------------------------------------------------------------- Fitch Ratings has taken rating actions on CSFB 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 $608.4 million and downgrades total $97.6 million. CSFB 2004-CF2 Group 1 -- $2.4 million class I-A-1 affirmed at 'AAA'; -- $19.2 million class I-A-2 affirmed at 'AAA'; -- $8.5 million class I-M-1 affirmed at 'AA+'; -- $6.2 million class I-M-2 affirmed at 'A+'; -- $4.3 million class I-B affirmed at 'BBB+'; CSFB 2004-CF2 Group 2 -- $3.5 million class II-A-1 affirmed at 'AAA'; -- $1.6 million class II-A-2 affirmed at 'AAA'; -- $0.8 million class II-A-3 affirmed at 'AAA'; -- $8.7 million class II-M-1 affirmed at 'AA+'; -- $6.1 million class II-M-2 affirmed at 'A+'; -- $5.3 million class II-B affirmed at 'BBB+'; CSFB 2005-CF1 -- $5.8 million class A-2 affirmed at 'AAA'; -- $28.3 million class A-3 affirmed at 'AAA'; -- $22.6 million class M-1 affirmed at 'AA'; -- $12.5 million class M-2 affirmed at 'A'; -- $10.3 million class B affirmed at 'BBB'; CSMC 2006-CF1 -- $75.3 million class A-1 affirmed at 'AAA'; -- $14.6 million class M-1 affirmed at 'AA'; -- $8.7 million class M-2 affirmed at 'A'; -- $4.3 million class B-1 downgraded to 'BBB-' from 'BBB+'; -- $1.3 million class B-2 downgraded to 'BB' from 'BBB'; -- $2.6 million class B-3 downgraded to 'BB-' from 'BBB-'; CSMC 2006-CF2 -- $54.0 million class A-1 affirmed at 'AAA'; -- $12.5 million class M-1 affirmed at 'AA+'; -- $3.8 million class M-2 affirmed at 'AA'; -- $7.0 million class M-3 affirmed at 'AA-'; -- $6.5 million class B-1 downgraded to 'A-' from 'A'; -- $3.9 million class B-2 downgraded to 'BB' from 'BBB+'; -- $3.5 million class B-3 downgraded to 'B' from 'BBB'; CSMC 2006-CF3 -- $66.2 million class A-1 affirmed at 'AAA'; -- $12.5 million class M-1 affirmed at 'AA'; -- $3.8 million class M-2 affirmed at 'AA-'; -- $6.4 million class M-3 affirmed at 'A'; -- $5.6 million class M-4 affirmed at 'BBB+'; -- $2.2 million class M-5 affirmed at 'BBB'; -- $2.6 million class M-6 downgraded to 'BB-' from 'BBB-'; -- $0.7 million class B-1 downgraded to 'B' from 'BB'; Credit Suisse Mortgage Corporation Trust 2007-CF1 -- $189.8 million class A affirmed at 'AAA'; -- $29.7 million class M-1 downgraded to 'AA-'from 'AA'; -- $19.2 million class M-2 downgraded to 'BBB+' from 'A'; -- $9.3 million class M-3 downgraded to 'BBB-'from 'BBB+'; -- $4.3 million class M-4 downgraded to 'BB' from 'BBB'; -- $3.4 million class M-5 downgraded to 'BB-' from 'BBB-'. DIAMOND GLASS: Trustee Appoints Five Members to Creditors Panel --------------------------------------------------------------- Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed five members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Diamond Glass Inc. and DT Subsidiary Corp. The Committee members are: 1) U.S. National Association as Indenture Trustee Attn: Laura L. Moran, Vice-President One Federal Street Ex-Ma-Fed Boston, MA 02110 Tel: (617) 603-6429 Fax: (617) 603-6640 2) Plainfield Special Situations Master Fund, Ltd. Attn: Thomas Walper 55 Railroad Avenue Greenwich, CT 06830 Tel: (203) 302-1737 Fax: (203) 302-1779 3) Newport Global Advisors Attn: Ryan L. Langdon 21 Waterway Avenue, Suite 150 The Woodlands, TX 77380 Tel: (713) 559-7400 Fax: (713) 559-7499 4) SIKA Corporation Attn: Jacqueline Lumley 201 Polito Avenue Lyndhurst, NJ 07071 Tel: (201) 508-6607 Fax: (201) 804-1075 5) Pilkington North America, Inc. Attn: Jeffery T. Bowman 811 Madison Avenue Toledo, OH 43604 Tel: (419) 247-4839 Fax: (419) 247-3941 About Diamond Glass Based in Kingston, Pennsylvania, Diamond Glass Inc. -- http://www.diamongtriumph.com/and http://www.daimondtriumphglass.com/-- is a provider of automotive glass replacement and repair services. The company and and its debtor-affiliate DT Subsidiary Corp., filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr. D. Del. Lead Case No. 08-10601). Michael P. Richman, Esq., at Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy protection, they listed estimated assets of between $10 million and $50 million and estimated debts of between $100 million and $500 million. DOLE FOOD: Posts $28.9 Million Net Loss in 1st Qtr. Ended March 22 ------------------------------------------------------------------ Dole Food Company Inc. reported a net loss of $28.9 million for the first quarter ended March 22, 2008, compared to a net loss of $10.2 million for the same period ended March 24, 2007. For the quarter ended March 22, 2008, revenues increased 13% to $1.8 billion from $1.6 billion for the quarter ended March 24, 2007. The company attributed the increase in revenues to higher worldwide sales of fresh fruit and packaged food products in North America and Asia. Operating Income For the quarter ended March 22, 2008, operating income increased to $50.2 million from $33.5 million for the quarter ended March 24, 2007. The increase was primarily attributable to better pricing in the company's worldwide banana operations, European ripening and distribution business, as well as improvements in the company's packaged salads and packaged foods businesses. Interest Income and Other Income (Expense), Net For the quarter ended March 22, 2008, interest income and other income (expense), net was an expense of $26.9 million compared to income of $3.2 million in the prior year. The change was primarily due to an unrealized loss of $32.4 million recorded on the company's cross currency swap in 2008 compared to an unrealized loss of $1.8 million recorded in 2007. Interest Expense Interest expense for the