T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 21, 2008, Vol. 12, No. 17 Headlines 9338 1/2 HAZEN: Voluntary Chapter 11 Case Summary ACXIOM CORPORATION: Names John Meyer as CEO and President ADAMS SQUARE: Moody's Slashes Ratings on Three Notes to 'C' ADVANCED MICRO: Posts $1.772 Billion Net Loss in 2007 4th Quarter AEROSYSTEMS INC: Jetliner Delivery Delays Cue S&P's Neg. Outlook AIRBORNE HEALTH: S&P Puts B- Corp. Rating Under Negative Watch ALGOMA STEEL: Moody's Cuts Speculative Grade Liquidity Rating AMERICAN AXLE: 558 UAW Workers Opt for Buy-Outs AMORTIZING RESIDENTIAL: Moody's Junks Rating on Class M-3 Trust AMPEX CORP: Standstill Agreement With Hillside Capital Expires ASARCO LLC: Wants Plan-Filing Deadline Extended Until April 11 ASCENDIA BRANDS: Closes Refinancing; Gets $26.5 Mil. from Prentice ASSOCIATED ESTATES: Posts $2.8 Million Net Loss in 2007 3rd Qtr. ATLAS ENERGY: Reports $250 Million Sale of Senior Unsec. Notes BANCO INDUSTRIAL: Moody's Holds Ba3 Rating on Currency Deposits BANK OF NEW YORK: Moody's Keeps B+ Financial Strength Rating BAYVIEW FINANCIAL: Fitch Cuts Rating on Class B-3 Certs. to BB BENCHMARK ELECTRONICS: Moody's Retains Ba3 Corp. Family Rating BEVERLY HILLS: Voluntary Chapter 11 Case Summary CABELA CREDIT: S&P Puts BB Preliminary Rating on Class D Notes CARGO CONNECTION: Unit's Lease Termination Eliminates $1 Mil. Debt CITADEL BROADCASTING: Moody's Keeps Ba3 Corporate Family Rating CLASS V FUNDING: Poor Credit Quality Cues Moody's Rating Review CLEAR CHANNEL: Extends Key Dates for Senior Notes Tender Offer COASTAL BAGELS: Voluntary Chapter 11 Case Summary CONGOLEUM CORP: Files Amended Chapter 11 Plan of Reorganization COUNTRYWIDE ALT-A: Fitch Junks Ratings on 22 Transactions DANIEL MCELHERAN: Case Summary & Ten Largest Unsecured Creditors DENVER RADIO: Gets Interim OK to Use Lender's Cash Collateral DENVER RADIO: Inks $5,000,000 DIP Financing Pact With Full Circle DESTINY HOSPICE: Case Summary & 20 Largest Unsecured Creditors DOMAIN INC: Files for Chapter 11 Protection in Delaware DOMAIN INC: Case Summary & 30 Largest Unsecured Creditors EL RANCHO: Voluntary Chapter 11 Case Summary FEDDERS CORP: Court Extends Plan Filing Deadline Until February 29 FEDDERS CORP: Completes $7.5 Million Sale of Affiliate's Assets FIRST NLC: Files for Chapter 11 Protection in West Palm, Florida FIRST NLC: Case Summary & 20 Largest Unsecured Creditors FISHER COMMS: Moody's Gives Positive Outlook on Good Operations GAP INC: Names Sabrina Simmons as Chief Financial Officer GCI INC: Moody's Puts Ba3 Rating on Review for Likely Downgrade GENSOLLEN LLC: Voluntary Chapter 11 Case Summary GLOBAL PAYMENT: Gets Finance Facility from Andre Soussa's Cos. GLOBECAT LTD: Moody's Attaches Low-B Ratings on Three Note Classes GOODYEAR TIRE: Holders Can Convert 4% Senior Notes Until March 31 GRANT PRIDECO: Earns $124.2 Million in 2007 Third Quarter GREY WOLF: Earns $35.6 Million in 2007 Third Quarter GROMWELL LLC: Voluntary Chapter 11 Case Summary HARRAH'S ENT: Hamlet Merger Wrap-Up Cues Securities Delisting HARRAH'S ENT: S&P Cuts Ratings on $47.6 Bil. of Existing Notes HEALTH MANAGEMENT: Poor Profitability Cues Fitch to Cut Ratings HOVNANIAN ENT: Moody's Cuts All Ratings on Projected Recession INDYMAC BANK: Moody's Lowers Long Term Deposit Rating to Ba3 INTERACTIVE SYSTEMS: Net Loss Slides to $2.42MM in Fiscal 2007 INVACARE CORP: President Gerald Blouch Assumes Acting CFO Role JONES CREEK: Case Summary & 20 Largest Unsecured Creditors JOSEPH RECKELHOFF: Case Summary & 14 Largest Unsecured Creditors JPMORGAN CHASE: Moody's Places Financial Strength Rating at B2 LE-NATURE'S INC: Giant Eagle to Re-Open Newly Bought Latrobe Plant LEHMAN MORTGAGE: Moody's Downgrades Ratings on Four Tranches LEVITT AND SONS: Lee County Property Bid Deadline is January 28 LIFEPOINT HOSPITALS: Earns $28.2 Million in 2007 Third Quarter M/I HOMES: Moody's Slashes Ratings; Retains Negative Outlook MARCAL PAPER: Files Second Amended Disclosure Statement MARCAL PAPER: Amended Plan Confirmation Hearing Set for Feb. 22 MARCAL PAPER: Court OKs $160 Mil. Assets Sale to NexBank SSB MARIFDARR INC: Case Summary & Seven Largest Unsecured Creditors MARK IV: Moody's Holds B3 Corp. Family Rating w/ Negative Outlook MBIA INSURANCE: Volatile Risks Prompt Moody's Rating Reviews MERITAGE HOMES: Moody's Downgrades Corp. Family Rating to B1 MERRILL LYNCH: Moody's Lowers Ratings on 19 Tranches MODERN TECH: Reports Strategies to Increase Shareholder Equity MQ ASSOCIATES: S&P Withdraws Ratings After Receipt of Consents NATIONAL COAL: Business Reasons Cue Moody's to Vacate Ratings NEFF CORP: S&P Changes Outlook to Negative on Market Weakness NEPHROS INC: Notes Issuance Ups Stockholders' Equity to $10.2 Mil. OCEANVIEW CBO: Poor Credit Quality Spurs Moody's Ratings Review OVERSEAS SHIPHOLDING: Earns $26.6 Million in 2007 Third Quarter OVERSEAS SHIPHOLDING: S&P Chips Rating to 'BB' on Weak Profile PARMALAT SPA: Creditors Convert Warrants for 61,626 Shares PARMALAT SPA: Reaches EUR310,000,000 Settlement Pact with Intesa PATRICIA BARNES: Case Summary & Two Largest Unsecured Creditors PLASTECH ENGINEERED: S&P Chips Rating to B- on Tight Liquidity PROPEX INC: Files Chapter 11 Protection; To Continue Operations PROPEX INC: Case Summary & 30 Largest Unsecured Creditors PROSPECT MEDICAL: S&P Cuts Rating to B- on Adverse Development RADIANT ENERGY: Inks Debt-to-Equity Swap With Two Companies RITCHIE CAPITAL: Court OKs Sale of Two Ireland Units for $452.5MM ROLAND ROAD: Voluntary Chapter 11 Case Summary SCAN INTERNATIONAL: Wells Fargo DIP Pact Gets Interim Court Okay SNOHOMISH COUNTY: S&P Cuts Rating on $14MM Revenue Bonds to BB+ STANDARD PACIFIC: Moody's Cuts Corporate Family Rating to B1 SUN MICROSYSTEMS: Moody's Ba1 Rating Unmoved by MySQL $1BB Deal SYNIVERSE TECH: Reports 2007 Full Year Preliminary Results TALON FUNDING: Moody's Cuts Rating on $31.25 Mil. Notes to Ca TEEKAY CORP: Earns $17 Million in 2007 Third Quarter TOTAL VEIN: Voluntary Chapter 11 Case Summary TOUSA INC: S&P Slashes Rating on $200 Million Senior Notes to D TRAINER WORTHAM: Moody's Reviews B2 Rating on $23 Million Notes TRIGEM COMPUTER: Representative Files 5th Section 1518(1) Report TRIGEM COMPUTER: Wants Toshiba's Prepetition Lawsuit Enjoined TRUEYOU.COM INC: Sept. 29 Balance Sheet Upside-Down by $75.4 Mil. UAP HOLDING: Paying $0.225/Share Qtrly. Dividend on February 15 VESTA INSURANCE: Florida Select Wants Exclusive Period Extended VOUGHT AIRCRAFT: S&P Changes Outlook to Negative from Developing WESTWAYS FUNDING: Moody's Reviews B2 Rating on Class D Notes WINSTAR COMMUNICATIONS: Lucent Files Reply Brief * Fitch Says US CMBS Delinquencies Are Likely to Triple * Fitch Says US Retail Industry Outlook Remains Challenging * S&P Cuts Ratings on 95 Tranches From 23 Cash Flows and CDOs * Cozen Forms New Practice Group to Address Credit Market Crisis * Data Shows Public Bankruptcy Filings Up in 2007 * MBA Reports on 3Q 2007 Mortgage Loan Modification and Repayment * BOND PRICING: For the Week of Jan. 14 - Jan. 18, 200 ********* 9338 1/2 HAZEN: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 9338 1/2 Hazen Drive, L.L.C. 67 West Dayton Street Los Angeles, CA 91105 Bankruptcy Case No.: 08-10685 Chapter 11 Petition Date: January 17, 2008 Court: Central District Of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Evan L. Smith, Esq. Morris & Smith, Attorneys at Law 150 North Santa Anita Avenue, Suite 750 Arcadia, CA 91006 Tel: (626) 294-0880 Fax: (626) 294-0884 Estimated Assets: $1 Million too $10 Million Estimated Debts: $1 Million too $10 Million The Debtor does not have any creditors who are not insiders. ACXIOM CORPORATION: Names John Meyer as CEO and President --------------------------------------------------------- Acxiom(R) Corporation's Board of Directors has named John Meyer to serve as the company's chief executive officer and president. Mr. Meyer, 51, has been president of the Global Services group of Alcatel-Lucent since 2003. Prior to joining Lucent, Mr. Meyer spent almost 20 years in a number of high-profile positions at EDS that included Chairman of the Europe, Middle East and Africa Operating Team, President of Diversified Financial Services and Credit Services Divisions, and CIO for the company's GMAC business. Mr. Meyer's global, multi-industry experience at EDS was marked by numerous successes, including doubling revenue in EMEA from $3.6 billion to $7.2 billion in four years. Before entering the business world, Mr. Meyer served as a flight commander and was selected as a captain in the U.S. Air Force. Michael Durham, Acxiom's non-executive chairman, said the board unanimously selected Meyer because of his demonstrated strong leadership skills, his broad experience in the information technology industry and his history of success in building shareholder value. "Since October, the board has been focused on the search for a new leader in its efforts to return Acxiom to sustained success," Mr. Durham said. "John commanded our attention because of his strong execution skills, his ability to lead high-performing teams and his track record in driving shareholder value. He has demonstrated these skills at both Alcatel-Lucent and EDS as he ran businesses that are substantially larger and more complex than Acxiom. As we learned more about John, we were equally impressed by his focus on developing internal talent while reaching outside for new skills. His straightforward style and integrity impressed us as it has his employees, clients and investors in his previous roles. John's track record has established him as one of the most accomplished services leaders in the technology industry." Mr. Meyer said that "Acxiom's position as the leading provider of offline and online marketing services is the envy of the market. Acxiom's proud history of innovation and delivery excellence has created value for its clients for decades. It is an honor to join the company and do all I can to build on its successes. I look forward to working with our associates to create value for our clients and shareholders." Mr. Meyer will join Acxiom on February 4. He also will serve as a member of Acxiom's board of directors. He succeeds Charles Morgan, a 35-year company veteran who has been Chairman and Chief Executive Officer since 1975. Morgan, who announced his retirement in October, will remain a consultant to the company through 2010. "John's go-to-market, operational and technology skills in leading a large services business are impressive," Mr. Morgan said. "I leave Acxiom in the capable hands of a leader who has a strong client focus and will continue to bring out the best in the teams he leads." Mr. Meyer, his wife Victoria and their three children live in Dallas, Texas and will be moving to Little Rock, Acxiom's headquarters, as soon as practical. Headquartered in Little Rock, Arkansas, Acxiom Corporation, (Nasdaq: ACXM) -- http://www.acxiom.com/-- designs, builds and manages marketing solutions across offline and online channels for many of the largest, most respected companies in the world. The core components of Acxiom's services include data integration technology, data and analytics products, database services, IT outsourcing, consulting and campaign management software. Founded in 1969, Acxiom has locations throughout the United States and Europe, and in Australia, China and Canada. * * * As reported in the Troubled Company Reporter on Dec. 17, 2007, Moody's Investors Service confirmed Acxiom's Ba2 corporate family rating and assigned a negative rating outlook, concluding a review for possible downgrade initiated on May 17, 2007, following the company's announcement that it had entered into a definitive agreement to be acquired by Silver Lake and ValueAct Capital for $3 billion. ADAMS SQUARE: Moody's Slashes Ratings on Three Notes to 'C' ----------------------------------------------------------- Moody's Investors Service downgraded and left on review for possible downgrade these notes by Adams Square Funding II, Ltd. 1) Class Description: $15,200,000 Class S Floating Rate Notes Due 2014 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba1, on review for possible downgrade 2) Class Description: $600,000,000 Class A1 Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba2, on review for possible downgrade 3) Class Description: $95,000,000 Class A2 Floating Rate Notes Due 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade 4) Class Description: $140,000,000 Class A3 Floating Rate Notes Due 2047 -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade 5) Class Description: $50,000,000 Class B Deferrable Floating Rate Notes Due 2047 -- Prior Rating: Ba3, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade 6) Class Description: $10,000,000 Class Q Combination Notes Due 2047 -- Prior Rating: B1, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade Moody's also downgraded these class of notes: 7) Class Description: $49,000,000 Class C Deferrable Floating Rate Notes Due 2047 -- Prior Rating: Caa3, on review for possible downgrade -- Current Rating: C 8) Class Description: $20,000,000 Class D Deferrable Floating Rate Notes Due 2047 -- Prior Rating: Caa3, on review for possible downgrade -- Current Rating: C 9) Class Description: $10,000,000 Class E Deferrable Floating Rate Notes Due 2047 -- Prior Rating: Ca -- Current Rating: C According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. ADVANCED MICRO: Posts $1.772 Billion Net Loss in 2007 4th Quarter ----------------------------------------------------------------- Advanced Micro Devices Inc. reported Thursday results of its fourth quarter and year ended Dec. 29, 2007. In the fourth quarter of 2007, AMD reported net loss of $1.772 billion and an operating loss of $1.678 billion. Fourth quarter net loss included charges of $1.675 billion, of which $1.669 billion were operating charges. The non-cash portion of the fourth quarter charges was $1.606 billion. Fourth quarter 2007 revenue was $1.770 billion, an 8% increase compared to the third quarter of 2007 and flat compared to the fourth quarter of 2006. In the third quarter of 2007, AMD reported revenue of $1.632 billion, a net loss of $396.0 million, and an operating loss of $226.0 million. In the fourth quarter of 2006, AMD reported revenue of $1.773 billion, a net loss $576.0 million, and an operating loss of $529.0 million. For the year ended Dec. 29, 2007, AMD achieved revenue of $6.013 billion, a 6% increase from 2006. The fiscal 2007 net loss was $3.379 billion. Included in the 2007 net loss were non-cash charges of $2.007 billion. AMD reported revenue of $5.649 billion and a net loss of $166.0 million for fiscal 2006. "We were close to break-even operationally for the quarter, reducing our fourth quarter non-GAAP operating loss to $9.0 million. We improved gross margin by three points sequentially, driven by increased shipments of new products, higher average selling prices and cost containment actions," said Robert J. Rivet, AMD's chief financial officer. "We shipped a record number of microprocessor units in the quarter, including nearly four hundred thousand quad-core processors." Fourth quarter 2007 gross margin was 44%, compared to 41% in the third quarter of 2007 and 36% in the fourth quarter of 2006. Balance Sheet At Dec. 29, 2007, the company's consolidated balance sheet showed $11.550 in total assets, $8.295 billion in total liabilities, $265.0 million in minority interest in consolidated subsidiaries, and $2.990 billion in total stockholders' equity. About Advanced Micro Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. * * * As reported in the Troubled Company Reporter on Aug. 14, 2007, Standard & Poor's Ratings Services affirmed its B/Negative/-- corporate credit rating on Advanced Micro Devices Inc. At the same time, S&P assigned its 'B' rating to the company's $1.5 billion 5.75% senior convertible notes due 2012, and raised the rating on the company's existing senior unsecured debt to 'B' from 'B-', because the company no longer has secured debt in its capital structure. In addition, Fitch Ratings assigned a 'CCC+/RR6' rating to Advanced Micro Devices Inc.'s private placement of $1.5 billion 5.75% convertible senior notes due 2012. Fitch also affirmed the company's Issuer Default Rating at 'B'; and Senior unsecured debt at 'CCC+/RR6'. AEROSYSTEMS INC: Jetliner Delivery Delays Cue S&P's Neg. Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on aerospace supplier Spirit AeroSystems Inc. to negative from positive. At the same time, Standard & Poor's affirmed its ratings, including the 'BB' corporate credit rating, on the company. About $600 million of debt is outstanding. "The outlook revision reflects the potential for materially reduced operating cash flow in 2008 as a result of additional delays announced by Boeing Co. on its new 787 jetliner," said Standard & Poor's credit analyst Roman Szuper. Although the 787 should be a successful program later this decade and beyond, its first flight now has been moved to the end of the second quarter of 2008, from the end of the first quarter, with initial deliveries to begin in early 2009, rather than late 2008. The delays will adversely affect working capital and cash flow of most suppliers, including Spirit. Boeing is in discussions with its suppliers regarding changes to the contracts, which in many cases specified that the vendors get paid for their shipments only when the 787 is certified and delivered to the first customer. The ratings on Spirit reflect participation in the cyclical and competitive commercial aerospace industry, reliance on one customer for about 90% of sales, significant near-term expenditures related to development of Boeing's 787 aircraft, and concerns about near-term liquidity. Those factors are offset somewhat by the company's position as the largest independent supplier of structures for commercial aircraft, currently strong market conditions, substantial customer advances to fund most of the 787 development costs, improving profitability, and a moderately leveraged capital structure. Spirit is the former Wichita division of Boeing Commercial Airplanes that was acquired by Onex Corp., a Canadian private equity firm, for $920 million in cash in June 2005. The acquisition was financed with the proceeds from a $700 million bank term loan and $375 million of cash equity from Onex. AIRBORNE HEALTH: S&P Puts B- Corp. Rating Under Negative Watch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' corporate credit rating and all other ratings on Airborne Health Inc. on CreditWatch with negative implications. This action means that the ratings could be lowered or maintained following the completion of Standard & Poor's review. About $154 million total debt was outstanding at Nov. 30, 2007. "The CreditWatch placement follows Airborne's weaker-than-expected operating performance in the recent period, and reflects our concern that the company may have very tight cushion and may not be able to meet its financial covenants for the quarter ending Jan. 31, 2008," said Standard & Poor's credit analyst Bea Chiem. Bonita Springs, Florida-based Airborne's weak performance is attributed to unseasonably warm weather during the peak cold weather season that lowered demand for preventative products. The company's fiscal year-to-date net revenues and EBITDA through Nov. 30, 2007, declined 7.7% and 37.8%, respectively, from the same period in 2006. Year to date, the company incurred higher sales allowances and general and administrative expenses resulting in lower operating margins. Total debt leverage (including preferred stock) increased to nearly 6x, from over 5x at the end of August 2007. At present, Airborne's liquidity is adequate, supported by its $23 million in cash at Nov. 30, 2007, and $33.6 million currently. "However," said Ms. Chiem, "we are concerned about the company's ability to access its revolver if it does not meet its financial covenants for the Jan. 31, 2008, quarter-end." Standard & Poor's will monitor Airborne's operating performance and ability to meet its financial covenants, and discuss its financial results and plans with management before resolving the CreditWatch. ALGOMA STEEL: Moody's Cuts Speculative Grade Liquidity Rating ------------------------------------------------------------- Moody's Investors Service affirmed the long-term debt ratings for Algoma Steel Inc. but lowered its speculative grade liquidity rating to SGL-4 from SGL-3(B3 CFR) due to concerns about the company's ability to comply with the financial covenants in its term loan agreement over the next 12 months. Algoma's very poor third quarter 2007 results, which resulted in negative C$37.2 million of as-reported EBITDA, will negatively impact its maximum leverage ratio and minimum interest coverage ratio covenants throughout the first half of 2008. In addition, both financial covenants will steadily tighten over the next 5 quarters, thereby further challenging ongoing covenant compliance. In order to remain in compliance, Moody's estimates that Algoma's EBITDA will have to increase by at least 50% over the run rate from the first half of 2007. This will require Algoma's EBITDA per ton to rise from around CDN$85/ton to around CDN$115/ton. While this is possible given recently announced steel industry price increases of around $100/ton, the industry introduced the price increases in response to cost increases and, in general, very little margin improvement is expected. Algoma, which is not self-sufficient in iron ore and coal, is not well-positioned in the long term to contain input cost pressures, although it is possible that the announced price increases will outpace cost increases in the short term. Nevertheless, Moody's believes there is a high probability that Algoma will need to seek covenant waivers or amendments from its term loan lenders. If Algoma does not maintain compliance, this would result in an event of default under its other debt, in particular its senior subordinated notes. The losses that Algoma experienced in the third quarter were largely due to the extended downtime taken on its No. 7 Blast Furnace. The furnace was shutdown for a partial reline in July 2007 and the shutdown lasted 52 days rather than the expected 31 days. As a result of the shutdown, raw steel production was about 55% lower than normal, steel shipments were 436,000 tons, or about 30% lower than in 2Q07 or 3Q06, and Algoma was required to produce steel from costly purchased slabs and coils, all of which hurt its sales and costs. As-reported 3Q07 EBITDA was negative CDN$37.2 million, compared to positive CDN$54 million and CDN$52 million in 1Q01 and 2Q07, respectively (EBITDA as defined by the term loan agreement is greater than these reported figures). Moody's believes that EBITDA in 4Q07 rebounded to Q1 and Q2 levels and that the company will be in compliance with its term loan financial covenants at Dec. 31, 2007. But, with the covenants tightening in 2008 (e.g., minimum interest coverage steps up by 0.25x each quarter and is 3.0x at Dec. 31, 2008), compliance is uncertain in 2008. The affirmation of Algoma's ratings and outlook considers a number of favorable factors that support the ratings and which may make the lenders amenable to covenant waivers or amendments, if necessary. These include the one-time nature of the third quarter losses, the expectation for industry-wide steel price increases in the first half of 2008, and the fact that Algoma reduced term loan debt in December by CDN$130 million, using proceeds from the sale of a 49.9% interest in its 55 megawatt cogeneration power plant. While it is difficult to predict how lenders will behave in the current credit environment, Moody's believes that the lenders will agree to waivers or amendments and, therefore, Moody's is maintaining its stable outlook for the company. While not factored into Moody's ratings or outlook, Moody's notes that Algoma's owner, Essar Steel Holdings Limited, may opt to inject cash or repay Algoma's debt in order to ensure covenant compliance. Moody's previous rating action for Algoma was on June 6, 2007, when the current long-term debt ratings were assigned, including the B3 corporate family rating, the B3 senior secured rating and the Caa1 senior unsecured rating. Algoma Steel Inc., headquartered in Sault Ste. Marie, Ontario, is the third largest integrated steel producer in Canada, accounting for approximately 15% of Canadian raw steel production. About 80% of Algoma's sales are sheet products, with plate products accounting for the balance. For the twelve months ended Sept. 30, 2007, Algoma had revenues of CDN$1.75 billion. Algoma's principal end markets are steel service centers, the automotive industry, steel fabricators and manufacturers. AMERICAN AXLE: 558 UAW Workers Opt for Buy-Outs ----------------------------------------------- American Axle & Manufacturing Holdings Inc. disclosed that 558 UAW represented associates agreed to participate in AAM's Buffalo Separation Program, a voluntary separation program that was offered to approximately 650 UAW represented associates at AAM's Buffalo Gear, Axle & Linkage facility in Buffalo, New York. Production at this facility was idled in December 2007. Under this voluntary separation program, AAM offered a range of retirement incentives and buy-outs to eligible associates beginning in September 2007. Associates who retired as part of this program will retain all vested pension and postretirement benefits. Associates who accepted a buy-out will retain vested pension benefits, but forfeited other postretirement benefits. On Aug. 14, 2007, AAM estimated that it would incur special charges of as much as $85 million for the BSP, including pension and other postretirement benefit curtailments and special termination benefits. AAM currently estimates that the total cost of the BSP will approximate $56 million. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings, Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly owned subsidiary, American Axle & Manufacturing, Inc., manufactures, engineers, designs and validates driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for light trucks, sport utility vehicles and passenger cars. In addition to locations in the United States (in Michigan, New York and Ohio), the company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea and the United Kingdom. * * * Moody's Investors Service recently affirmed American Axle & Manufacturing Holdings Inc.'s Corporate Family rating of Ba3 as well as the senior unsecured rating of Ba3 to American Axle & Manufacturing Inc.'s notes and term loan. AMORTIZING RESIDENTIAL: Moody's Junks Rating on Class M-3 Trust --------------------------------------------------------------- Moody's Investors Service downgraded Class M-3 issued by Amortizing Residential Collateral Trust in 2002. The action is based on the analysis of the credit enhancement provided by subordination, overcollateralization, excess spread and mortgage insurance relative to expected losses. The deal has already stepped down. The small pool factor of less than 5% combined with a pipeline of loans in foreclosure and REO has caused protection to the downgraded tranche to be diminished. As of December 2007, there was $143,158 protection versus a balance of $3,165,042 in Foreclose and REO. Class M-3 has a current balance of $125,467 compared to an original balance of $8,024,000. The transaction is backed by subprime, fixed and adjustable-rate mortgage loans. Complete rating actions are: Issuer: Amortizing Residential Collateral Trust, Series 2002- BC10 -- Class M-3, current rating B3, downgraded from B3 to C. AMPEX CORP: Standstill Agreement With Hillside Capital Expires -------------------------------------------------------------- Ampex Corporation disclosed that its Amended Standstill Agreement with Hillside Capital Incorporated has been terminated effective Jan. 14, 2008. Prior to the termination, the company and Hillside were in the process of negotiating a consensual restructuring of Ampex's indebtedness to Hillside. As reported in the Troubled Company Reporter on Nov. 22, 2007, Ampex Corporation and Hillside Capital have agreed to extend the standstill agreement until Jan. 15, 2008 in order to afford the parties additional time to restructure the Hillside Notes previously issued to fund the company's pension contributions. To date, such negotiations have been unsuccessful, although Hillside has expressed its willingness to continue negotiations. Subsequent to termination of the Amended Standstill Agreement, on Jan. 15, 2008, Hillside demanded immediate payment of approximately $1.3 million of outstanding principal due on the Hillside Notes, and demanded payment of approximately $1.4 million of accrued interest due on the Hillside Notes within 10 days. Hillside also reasserted its allegation, disputed by Ampex, that Ampex has breached its obligations under the Hillside/Ampex- Sherborne Agreement dated Dec. 1, 1994. During the remainder of 2008, additional payments of principal and interest that are scheduled to be paid to Hillside are estimated to total $6.5 million. If the company fails to pay the $2.7 million of principal and interest payments that are currently due or to cure the alleged breach, Hillside would be entitled to accelerate repayment of all outstanding Hillside Notes and accrued interest, which totaled $48.7 million at Dec. 31, 2007. Any acceleration by Hillside would allow holders of the Senior Notes to accelerate the maturity of those obligations, which totaled $6.7 million at Dec. 31, 2007. The acceleration of these debts would require the company to seek protection under federal bankruptcy laws. About Ampex Corp. Headquartered in Redwood City, California, Ampex Corporation (Nasdaq: AMPX) -- http://www.ampex.com/-- manufactures high performance data storage products principally used in defense applications. Ampex Corporation's consolidated balance sheet at Sept. 30, 2007, showed $23.3 million in total assets and $123.8 million in total liabilities, resulting in a $100.5 million total shareholders' deficit. Likely Insufficient Financial Resources Based on its projected operations, the company relates that it will not have sufficient financial resources or be able to generate cash flow to service all of its obligations, including scheduled indebtedness, within the next 12 months and beyond. In order for the company to remain a going concern it will be required to substantially modify the repayment terms of its Senior Notes well as the Hillside Notes. Alternatively, the company may be required to issue new equity to holders of all or most of its outstanding debt securities, well as for debt that will be issued in connection with future pension plan contributions. Any such issuance of equity for debt would result in current stockholders' ownership interest being significantly diluted and potentially cause a substantial decline in the price of the company's Common Stock. The company cannot give assurance that it will be successful in restructuring its indebtedness. ASARCO LLC: Wants Plan-Filing Deadline Extended Until April 11 -------------------------------------------------------------- Asarco LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to further extend: (i) the exclusive period in which they may file a Chapter 11 plan of reorganization until April 11, 2008, and (ii) the exclusive period for them to solicit acceptances of that plan until June 13, 2008. The Debtors' current exclusive plan filing period will expire on February 11. The Debtors assert that extension of their exclusive periods is warranted. The Debtors need more time to reach a definitive agreement with two of their largest creditor groups -- the environmental and asbestos claimants -- on the terms of a consensual reorganization plan, and the process and procedures for selecting a Chapter 11 plan sponsor, James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas, tells the Court. He relates that the Debtors, the Official Committee of Unsecured Creditors for the Asbestos Subsidiary Debtors, Robert C. Pate, the Court-appointed future claims representative, and the United States Department of Justice, have started engaging in mediations and negotiations in October 2007 regarding the resolution of environmental and asbestos claims filed against the Debtors. As of Jan. 18, 2008, the Debtors have concluded environmental mediation and submitted settlements with respect to 19 out of the 21 environmental sites they own. Mediation on two sites -- the East Helena and U.S. Section, International Boundary and Water Commission sites -- will continue until the parties have reached a settlement, Mr. Prince says. As for the asbestos claims, Mr. Prince relates that mediation and presentation of expert reports and evidence are underway. The Debtors and the asbestos parties are on the process of entering into a global settlement but that settlement has not been finalized, he says. Judge Elizabeth Magner, the Court-appointed asbestos claims mediator, will continue mediation on the asbestos claims on Jan. 24, 2008. Mr. Prince adds that the Debtors are finalizing the terms of several settlement agreements with claimants alleging toxic tort damages unrelated to asbestos. He further asserts that the Debtors need the deadline extension to continue their litigation relating to avoidance action complaints that if successful, will result in substantial recovery for the Debtors. 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 Apr. 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). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASCENDIA BRANDS: Closes Refinancing; Gets $26.5 Mil. from Prentice ------------------------------------------------------------------ Ascendia Brands Inc. disclosed the closing of a recapitalization of the company and related restructuring of its senior debt facility. In the recapitalization, an affiliate of Prentice Capital Management LP invested $26.5 million in a newly created class of voting, convertible Series C Preferred Stock. The amount of the investment includes the conversion of a $2 million unsecured loan previously provided by an affiliate of Prentice in November 2007. The effective conversion price of the Series C Preferred Stock is $0.1236 per share, which represents a discount of 15% off the average closing price of Ascendia's common stock for the ten trading days prior to the approval of the transaction by Ascendia's Board of Directors, which occurred on Dec. 28, 2007. Ascendia will use the proceeds of the sale to pay down $1.5 million of its First Lien Term Notes, to pay off the current balance of $18,403,258 on its revolving credit facility and for general corporate purposes. The issuance of the Series C Preferred Stock will trigger the anti-dilution provisions of certain outstanding warrants and the company's secured convertible notes. Holders of the Series C Preferred Stock have the right to appoint a majority of Ascendia's directors. In connection with the closing of the transaction, Edward J. Doyle, Kenneth D. Taylor and Francis G. Ziegler resigned from the Board and the company expects to announce replacements shortly. Pact to Restructure Senior Debt Concurrently with the sale of the Series C Preferred Stock, Ascendia also entered into an agreement with its senior lenders to re-structure its First and Second Lien loan facilities. Under the terms of the restructuring, Ascendia's lenders have agreed to adjust certain financial covenants through the end of Ascendia's 2009 fiscal year (ending Feb. 28, 2009), and allow for the deferral of certain interest payments. Margins on the senior debt have been increased in consideration of the financial covenant relief and restructuring and the company will accrue a fee of up to $2 million to the holders of its Term Notes A-1. Move to Delist Shares from AMEX Ascendia also said that it is notifying the American Stock Exchange that it will delist from the Exchange and will file a Form 25 with the Securities and Exchange Commission within 10 days for the purpose of delisting its Common Stock. The company is not in compliance with the Exchange's continued listing standards because its stockholders' equity remains below the minimum amount required by the Exchange. The company does not anticipate regaining compliance with this requirement within the time frame required by the Exchange and accordingly it is withdrawing its appeal against the current delisting proceeding. The delisting will become effective 10 days after, and Ascendia anticipates that its Common Stock will be quoted in the Pink Sheets. Ascendia will continue to explore other options for the quotation or listing of its Common Stock. Steven R. Scheyer, President and Chief Executive Officer of Ascendia, commented: "We are very pleased to have completed the recapitalization of the company and the restructuring of our senior debt. This closing, which is the culmination of several months work, makes it possible to focus all of the company's attention on driving sales growth, cost reduction, serving our customers and delivering value to our shareholders." Senior Lenders Waive Default As reported in the Troubled Company Reporter on Jan. 3, 2008, Ascendia Brands Inc. has reached agreement with its senior lenders to restructure its $160 million first and second lien debt facilities. Under the agreement, Ascendia's senior lenders will waive certain existing covenant defaults and adjust financial covenant levels from now through the end of Ascendia's fiscal year ending Feb. 28, 2009. The TCR reported on Dec. 17, 2007, that Ascendia Brands notified its senior lenders that it is in default of certain covenants contained in its first and second lien credit facilities and is unable to make certain representations and warranties deemed to be made when drawings are made under its revolving credit facility. About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands Inc. -- http://www.ascendiabrands.com/-- is a leader in the value and premium value segments of the health and beauty care products sector. In November 2005, Ascendia expanded its range of product offerings through the acquisition of a series of brands, including Baby Magic(R), Binaca(R), Mr. Bubble(R) and Ogilvie(R), and in February 2007 it acquired the Calgon(TM)* and the healing garden(R) brands. The company operates two manufacturing facilities, in Binghamton, New York, and Toronto, Canada. ASSOCIATED ESTATES: Posts $2.8 Million Net Loss in 2007 3rd Qtr. ---------------------------------------------------------------- Associated Estates Realty Corporation reported a net loss of $2.8 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $6.7 million for the third quarter ended Sept. 30, 2006. The third quarter 2006 results included gains from property sales of approximately $3.4 million and defeasance and other prepayment costs of $7.5 million. Funds from operations were $5.0 million for the quarter, compared with negative FFO of $3.1 million for the third quarter ended Sept. 30, 2006. FFO adjusted for defeasance and other prepayment costs for the third quarter 2006 was $4.3 million. "The 11.5% improvement in FFO as adjusted is a direct result of the initiatives we have undertaken to improve the operating performance of our portfolio, lower our interest costs, sell lower margin assets and buy properties in faster growing markets," said Jeffrey I. Friedman, chairman, president and chief executive officer. Total revenue for the quarter was $39.4 million compared with $35.2 million for the third quarter of 2006, an increase of 11.9%. Same Community Portfolio Results Revenues for the quarter from the company's same community portfolio were up 3.9%, and total property operating expenses for the same community portfolio increased 8.1%, resulting in a 0.5% in net operating income, compared with the third quarter of 2006. Physical occupancy was 95.7% at the end of the third quarter of 2007 compared with 95.8% at the end of the third quarter of 2006. For the third quarter, the average net collected rent per unit for the same community properties increased 3.5% to $817 per month, compared with the third quarter of 2006. Net collected rent per unit for the company's same community Midwest portfolio grew 4.1%, while net collected rent per unit for the company's same community properties in the Mid-Atlantic/Southeast markets grew 2.0%. $100 Million Revolver In April 2007, the company obtained a $100.0 million revolving credit facility to be used for the refinancing of existing debt, general corporate purposes, or the acquisition of properties. In connection with the revolver, the company terminated its $17.0 million and $14.0 million secured lines of credit. At Sept. 30, 2007, there were borrowings of $25.0 million outstanding on the revolver. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $706.1 million in total assets, $605.2 million in total liabilities, $1.8 million in operating partnership minority interest, and $99.1 million in total shareholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?272d About Associated Estates Based in Richmond Heights, Ohio, Associated Estates Realty Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real estate investment trust and is a member of the Russell 2000 Index. The company directly or indirectly owns, manages or is a joint venture partner in 98 properties containing a total of 19,909 units located in 10 states. * * * Moody's Investor Service placed Associated Estates Realty Corporation's long term foreign and local issuer credit rating at 'B+' on July 2007. The rating still holds to date with a stable outlook. ATLAS ENERGY: Reports $250 Million Sale of Senior Unsec. Notes -------------------------------------------------------------- Atlas Energy Resources LLC disclosed the sale of $250 million of senior unsecured notes due in 2018 in a private placement at a coupon rate of 10.75%. By using the proceeds of the note offering to reduce the balance outstanding on its senior secured credit facility, Atlas Energy will benefit from a reduction of 75 basis points in the interest rate on the remaining $500 million outstanding on that credit facility, and will increase the long term availability of funds on the facility by approximately $174 million. Additionally, the company has entered into an interest rate swap contract for $150 million. Atlas Energy will swap the floating rate incurred on a portion of its existing senior secured credit facility for a fixed rate of approximately 4.36%, which includes an initial margin of 1.25% over the three year fixed swap rate of 3.11%. The interest rate swap contract will mature in January 2011. Combining the 4.36% interest rate on the new swap and the 10.75% interest rate on the new senior notes, the company will have fixed $400 million of its outstanding debt at a weighted average interest rate of approximately 8.35%. "We are pleased to have succeeded in effectuating this group of financings and to have surmounted the present adverse conditions which have largely paralyzed United States debt markets", Edward E. Cohen, chairman and chief executive officer of Atlas Energy," stated. 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. * * * As reported in the Troubled Company Reporter on Jan. 9, 2008, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Atlas Energy Resources LLC. The outlook is stable. At the same time, Standard & Poor's assigned a 'B' rating to the proposed $400 million senior unsecured notes to be co-issued by Atlas Energy's subsidiaries, Atlas Energy Operating Company LLC and Atlas Energy Finance Corp. BANCO INDUSTRIAL: Moody's Holds Ba3 Rating on Currency Deposits --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Banco Industrial S.A. following the acquisition of Banpais, Honduras' fifth largest bank, by Bicapital, its parent holding company. The outlook for the bank financial strength rating was changed to negative. At the same time, the agency affirmed the stable outlook for the bank's Baa3 and Prime-3 long and short term global local currency deposit ratings, which include systemic support considerations for its local currency obligations. The positive outlook for the Ba3 and Not Prime long and short term foreign currency deposit ratings was also affirmed, as they remain constrained by the country ceiling for deposits, which also have a positive outlook. On Dec. 19, 2007, Grupo Corporacion BI acquired a 90% stake and controlling interest in Grupo Financiero Banpais, through Bicapital, the group's Panama-based parent holding company, and 88% owner of Banco Industrial. The Honduran group's main assets are Banco del Pais, a universal bank, and insurance company Seguros del Pais. Moody's does not currently rate Banpais. The rating agency noted that the Banpais acquisition is Corporacion BI's fourth in the past two years and is a sizable one, as it is equal to about 18% of the acquiring group's assets. The Banpais transaction is the group's first major cross border acquisition and, as such, it may expose the group to increasing credit and market risk within a less creditworthy and more highly dollarized country. Moreover, Moody's said, the acquisition challenges management's cross border expertise. Moody's noted at the same time that Industrial's financial performance benefits from its position as the dominant Guatemalan banking group in terms of loan and deposit market shares, a growing and increasingly core deposit base, and strong distribution capabilities. However, the bank is facing intense competition from a host of international banks that have entered the region aggressively in recent years. The transaction is designed as a defensive move to counteract that encroachment as well as to provide diversification and earnings enhancement opportunities for the group, said Moody's. The negative outlook for financial strength however reflects the aggressive nature of the financing package for the transaction as well as the group's acquisitive strategy. Though financed through the holding, the double leverage used to acquire the Honduran entity raises the question of a potential financial drain on Industrial's earnings and capital as the main profit and cash flow generator of the group. The agency noted that the ratings affirmation is predicated on the expectation that the double leverage at the holding company will be eliminated within the next six months through the group's planned IPO or by other means. It also assumes that the bank's tier one adjusted capital ratio will be maintained at historical levels aided by its enhanced profit potential, shareholder infusions, and a limited upstreaming of dividends to the holding. Should the group's double leverage not be eliminated on schedule, however, a negative rating action is likely, said the agency. Banco Industrial S.A. was the largest bank in Guatemala as of June 30, 2007 with consolidated assets of approximately $4.5 billion and equity of $373.3 million. As of Sept. 30, 2007, Banpais had $925 million in assets, $600 million in deposits, and earnings of approximately $22 million. These ratings were affirmed for Banco Industrial S.A.: -- Bank Financial Strength Rating: D, outlook changed to negative from stable -- Long Term Global Local Currency Deposits: Baa3, with stable outlook -- Short Term Global Local Currency Deposits: Prime-3 -- Long Term Foreign Currency Deposits: Ba3, with positive outlook -- Short Term Foreign Currency Deposits: Not Prime BANK OF NEW YORK: Moody's Keeps B+ Financial Strength Rating ------------------------------------------------------------ Moody's Investors Service affirmed the Aaa deposit and B+ financial strength ratings of The Bank of New York. The rating agency also affirmed Aa2 senior debt ratings of the parent company. Moody's comment follows BK's announcement of a CDO write-down and a charge associated with consolidation of its asset backed commercial paper conduit. These charges, while sizable, lowered fourth quarter earnings by roughly 19% as compared with the prior quarter's results. In Moody's view, the fourth quarter charges were quite manageable, largely offset by robust performance in BK's core businesses. Moreover, depositors and other creditors remain well protected given BK's impressive franchise in securities servicing and asset management. BK has the leading worldwide position in securities servicer, added the rating agency. The Bank of New York Mellon Corporation, headquartered in New York, New York, reported $198 billion in total assets as of year- end 2007. BAYVIEW FINANCIAL: Fitch Cuts Rating on Class B-3 Certs. to BB -------------------------------------------------------------- Fitch Ratings took rating actions on these Bayview Financial mortgage pass-through certificates: Series 2005-B -- Class 1-A2 to 1-A4, 1-A6, 2-A2, & 2-A3 affirmed at 'AAA'; -- Class 1-A5 affirmed at 'AAA' and removed from Rating Watch Negative; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'AA-'; -- Class M-3 affirmed at 'A'; -- Class M-4 affirmed at 'A-'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 affirmed at 'BBB'. Series 2005-C -- Class A-1C, A-2, & A-IO affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'AA-'; -- Class M-3 affirmed at 'A'; -- Class M-4 affirmed at 'A-'; -- Class B-1 affirmed at 'BBB+'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 is rated 'BBB-' and placed on Rating Watch Negative. Series 2005-D -- Class AF-1 to AF-4, A-PO, & A-IO affirmed at 'AAA'; -- Class 1-A5 affirmed at 'AAA' and removed from Rating Watch Negative; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'A+'; -- Class M-5 affirmed at 'A'; -- Class M-6 affirmed at 'A-'; -- Class B-1 affirmed at 'BBB+'; -- Class B-2 is rated 'BBB' and placed on Rating Watch Negative; -- Class B-3 is downgraded to 'BB' from 'BBB-' and placed on Rating Watch Negative. The affirmations, affecting approximately $420.4 million of the outstanding certificates, reflect a stable relationship between credit enhancement and expected loss. The downgrades, affecting approximately $2.4 million of the outstanding certificates, are taken as a result of deterioration in the relationship between credit enhancement and future expected losses. The Rating Watch Negative status affects approximately $7.8 million of the outstanding certificates. The negative rating actions on series 2005-D are the result of losses exceeding excess spread for the past 12 months and, as a result, eroding the overcollateralization below target. As of the December 2007 remittance date, the OC is $2.8 million below the target of $4.9 million. The OC as a percent of the current balance is 1.48% ($2 million). The delinquency rate as a percentage of the current pool balance is 10.41%. All of the mortgage loans in the aforementioned transactions were either originated or acquired by Bayview Financial Trading Group, L.P. The mortgage loans consist of fixed- and adjustable-rate, fully amortizing and balloon loans secured by senior liens on residential, commercial, multifamily and mixed use properties. The mortgage loans are generally believed to have been originated in accordance with underwriting guidelines that are less strict than Fannie Mae and Freddie Mac guidelines. As a result, the mortgage loans are likely to experience higher rates of delinquency, foreclosure and bankruptcy than mortgage loans underwritten in accordance with higher standards. Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch), is the master servicer for the above transactions. M&T Mortgage Corp (rated 'RPS2' by Fitch) and Bayview Loan Servicing, LLC (rated 'RSS2' by Fitch) currently service all of the mortgage loans. CE for all of the transactions detailed above consists of subordination, growing overcollateralization resulting from the use of accelerated principal payment amounts derived from interest on the mortgage loans, and a Reserve Fund financed by excess interest. The pool factors of the above transactions range from 40% (series 2005-C) to 59% (series 2005-D). The seasoning ranges from 24 months (series 2005-D) to 31 months (series 2005-B). The cumulative losses range from 0.69% (series 2005-C) to 1.97% (series 2005-D). BENCHMARK ELECTRONICS: Moody's Retains Ba3 Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 (LGD-3, 39%) rating to Benchmark Electronics, Inc.'s new 5-year $100 million senior secured revolving credit facility due 2012 and affirmed the company's Ba3 corporate family rating. The rating outlook is stable. Proceeds from the new credit facility are intended to be used for working capital needs and general corporate purposes. It replaces an unrated $100 million revolver that was set to expire in January 2008. The new credit facility includes an accordion feature under which total commitments may be increased by an additional $100 million. The rating for the $100 million senior secured revolver reflects the overall probability of default of the company, to which Moody's assigns a PDR of Ba3. Under Moody's Loss Given Default methodology, the new senior secured credit facilities are rated one notch above the Ba3 CFR given that they receive sufficient support from the company's senior unsecured non-debt obligations, which provide debt cushion for any drawings under the secured bank credit facility. The credit facility is guaranteed by the borrower's domestic subsidiaries, and is secured by: (1) substantially all assets of the borrower, subsidiary guarantors and the holding company; (2) 100% of the capital stock of the borrower and domestic subsidiaries; and (3) 65% of the voting capital stock of foreign subsidiaries. The facility contains financial covenants requiring the maintenance of certain financial ratios (i.e., financial leverage equal to or less than 2.75x debt to EBITDA, 1.2x minimum fixed charge coverage and minimum consolidated tangible net worth). These new ratings were assigned: -- Probability of Default Rating: Ba3 -- $100 Million Senior Secured Revolving Credit Facility due 2012: Ba2 (LGD-3, 39%) These rating was affirmed: -- Corporate Family Rating: Ba3 Benchmark's Ba3 CFR reflects the company's minimal leverage and niche position as a Tier 1 electronics manufacturing services provider of products in the non-consumer computing, telecommunications and medical devices markets. While Benchmark has historically generated operating margins in the upper range for the industry (4-5% range), the company experienced margin erosion in the third quarter of 2007 due to a decrease in activity for its largest customer, slower program ramps and softer end- market demand. The weakness in the most recent quarter illustrates the volatility inherent within the EMS industry, exacerbated by client concentration and heightened competition from industry consolidation (i.e., Flextronics' acquisition of Solectron). Furthermore, Moody's expects the company to continue to face pricing pressures from OEM customers as well as from Asian competitors. Moody's rating outlook for Benchmark is stable, reflecting the expectation that: (1) revenue levels will bounce back in the near term once new programs begin to ramp up; (2) bookings levels will remain healthy, which was the case during the third quarter of 2007 with approximately $100-$125 million of new bookings; and (3) Benchmark should continue to be free cash flow positive in 2008. The stable outlook also reflects Moody's view that it does not expect Benchmark's credit profile to change significantly over the intermediate term. Benchmark Electronics, Inc., headquartered in Angleton, Texas provides electronic manufacturing services to original equipment manufacturers of telecommunication equipment, computers and related products for business enterprises, video/audio/entertainment products, industrial control equipment, testing and instrumentation products and medical devices. The company's revenue and EBITDA for the twelve months ended Sept. 30, 2007 were $2.9 billion and $168 million, respectively. BEVERLY HILLS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Beverly Hills Suites LLC 15 Carriage Road Great Neck, NY 11021 Bankruptcy Case No.: 08-70217 Chapter 11 Petition Date: January 16, 2008 Court: Eastern District of New York (Central Islip) Judge: Dorothy Eisenberg Debtor's Counsel: James O. Guy, Esq. 1-A New Highway Commack, NY 11725 Tel: (631) 983-4564 Fax: (631) 983-4565 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor does not have any creditors who are not insiders. CABELA CREDIT: S&P Puts BB Preliminary Rating on Class D Notes -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Cabela's Credit Card Master Note Trust's $500 million asset-backed notes series 2008-I. The preliminary ratings are based on information as of Jan. 17, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The 13.5% credit enhancement for the class A notes; -- The 6.5% credit enhancement for the class B notes; -- The 2.25% credit enhancement for the class C notes; -- A spread account benefiting the class C and D notes funded by excess cash flow if the quarterly excess spread percentage is equal to or less than 4.5%; -- The portfolio's strong historical performance; -- Structural features, including amortization events, that trigger the accelerated paydown of the notes and shorten investors' exposure to losses; and -- The transaction's sound legal structure. Preliminary Ratings Assigned Cabela's Credit Card Master Note Trust Class Preliminary rating Preliminary amount (mil.) ----- ------------------ ------------------------- A-1 AAA $202.65 A-2 AAA $229.85 B-1 A+ $29.00 B-2 A+ $6.00 C-1 NR $0.00 C-2 BBB $21.25 D BB $11.25 NR - Not rated. CARGO CONNECTION: Unit's Lease Termination Eliminates $1 Mil. Debt ------------------------------------------------------------------ Cargo Connection Logistics - International Inc., Cargo Connection Logistics Holding Inc.'s subsidiary, has terminated its lease in Chicago with Underwing International for its 92,000 sq. ft. Chicago facility and leased the facility directly from the owner. As a result, the company has eliminated more than $1 million in current liabilities. Cargo Connection guaranteed the obligations of Cargo Connection Logistics - International under the new lease, and certain additional credit enhancement was provided. "As part of our continuing efforts to improve the company's financial condition and position, we have negotiated a favorable agreement with all parties involved in the old lease," Cargo Connection Logistics Holding Inc. CEO, Jesse Dobrinsky, said. "In connection with Cargo Connection Logistics - International agreeing to a new ten-year lease, the landlord has forgiven more than $1 million in liabilities. This new lease allows the company to continue to operate in its current facility without disruption, while also allowing us to unwind a previous related party transaction with Underwing International LLC." "The management of MP Cargo has witnessed firsthand the positive developments in our Chicago hub, which has become an increasingly valuable part of our business," Mr. Dobrinsky said. "In the last year alone, we have entered into agreements relating to our Chicago facility with Rexam Beverage Can Company, a subsidiary of Rexam PLC, to provide just-in-time inventory and warehouse services, and also with AIT Worldwide Logistics to assist with hub operations for its domestic ground network." London-based Rexam PLC is a consumer packing group and a manufacturer of beverage cans. AIT Worldwide Logistics is a freight forwarder in the United States. Cargo also disclosed it had converted an $800,000 short-term obligation with Emplify HR Services Inc. into a four-year secured promissory note, which is guaranteed by certain of the company's subsidiaries. The company said this move will both enhance its balance sheet and free up additional working capital. About Cargo Connection Cargo Connection Logistics Holding Inc., formerly Championlyte Holdings Inc. (OTC BB: CRGO.OB) -- http://www.cargocon.com/-- provides logistics solutions for partners through its network of branch locations and independent agents in North America. Its target base ranges from mid-sized to Fortune 100TM companies. The company operates through its network of terminals and transportation services and predominately as a non-asset based transportation provider of truckload and less-than-truckload transportation services. The company also provides logistics services, which include U.S. Customs Bonded warehouse facilities, container freight station operations, and a General Order warehouse operation, which the company began to operate in the latter part of the second quarter of 2006. Going Concern Doubt As reported in the Troubled Company Reporter on Sept. 10, 2007, Friedman LLP in East Hanover, New Jersey, reported several conditions that raise substantial doubt about the ability of the company to continue as a going concern after auditing the company's financial statements at Dec. 31, 2006. The auditing firm pointed to the company's losses from operations, negative cash flows from operating activities, negative working capital and stockholders' deficit. CITADEL BROADCASTING: Moody's Keeps Ba3 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Citadel Broadcasting Corporation's Ba3 Corporate Family Rating and the Ba3 rating on its senior secured credit facility. The outlook was revised to negative from stable reflecting the weakness in the operating performance, of both the acquired ABC Radio business and the existing Citadel stations, which has resulted in weaker than expected credit metrics. Moody's has taken these ratings actions: Citadel Broadcasting Corporation -- Corporate family rating: affirmed Ba3 -- Probability-of-default rating: affirmed Ba3 -- $200 million Senior Secured Revolving Credit Facility: affirmed Ba3 (LGD 3, 43%) -- $600 million Senior Secured Tranche A Term Loan: affirmed Ba3 (LGD 3, 43%) -- $1.535 billion Senior Secured Tranche B Term Loan: affirmed Ba3 (LGD 3, 43) -- Speculative grade liquidity assessment: affirmed SGL 1 The rating outlook has been revised to negative from stable. Citadel's Ba3 corporate family rating and negative outlook reflect higher than expected debt to EBITDA leverage (in excess of 7.5x as of 9/30/2007, based on pro-forma EBITDA for the trailing twelve months then ended and incorporating Moody's standard adjustments), continued challenges associated with improving the performance of the acquired ABC Radio Business, weaker station operating performance in several markets and therefore weaker credit metrics. The rating also reflects the inherent cyclicality of the advertising business, cross media-competition faced by radio for audience and advertising revenue and Moody's belief that radio is a mature industry with modest growth prospects. The rating is supported by Citadel's significant geographic, format and revenue diversification, strong station clusters and significant scale. Additionally, the rating reflects Moody's expectation that management will remain committed to debt reduction over the rating horizon such that the company's leverage declines to the low 6x range over the next 18 to 24 months. The outlook could be revised to stable if Citadel were able to improve its EBITDA margins and free cash flow such that debt to EBITDA leverage trends below 6.0x. Citadel Broadcasting Corporation, headquartered in Las Vegas, Nevada, is a radio broadcaster comprised of 165 FM and 58 AM stations in more than 50 markets. CLASS V FUNDING: Poor Credit Quality Cues Moody's Rating Review --------------------------------------------------------------- Moody's Investors Service placed these notes issued by Class V Funding IV on review for possible downgrade: Class Description: $1,400,000,000 Initial Tranche Notional Amount Credit Default Swap with Attachment Point 30% and Exhaustion Point 100% -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Ba3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. CLEAR CHANNEL: Extends Key Dates for Senior Notes Tender Offer -------------------------------------------------------------- Clear Channel Communications Inc. has extended these dates, in connection with its tender offer for its outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8), and Clear Channel's subsidiary AMFM Operating Inc.'s tender offer for its outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0): -- the date on which the pricing for the Notes will be established from 2:00 p.m. New York City time on Jan. 14, 2008, to 2:00 p.m. New York City time on Feb. 15, 2008; -- the date on which the tender offers are scheduled to expire from 8:00 a.m. New York City time on Jan. 16, 2008, to 8:00 a.m. New York City time on Feb. 20, 2008; and -- the consent payment deadline for the Notes from 8:00 a.m. New York City time on Jan. 16, 2008, to 8:00 a.m. New York City time on Feb. 20, 2008. Each of the price determination date, the offer expiration date and the consent payment deadline is subject to extension by Clear Channel, with respect to the CCU Notes, and AMFM, with respect to the AMFM Notes, in their sole discretion. Clear Channel disclosed on Jan. 2, 2008, that it had received, pursuant to its tender offer and consent solicitation for the CCU Notes, the requisite consents to adopt the proposed amendments to the CCU Notes and the indenture governing the CCU Notes applicable to the CCU Notes, and that AMFM had received, pursuant to its tender offer and consent solicitation for the AMFM Notes, the requisite consents to adopt the proposed amendments to the AMFM Notes and the indenture governing the AMFM Notes. The Clear Channel tender offer and consent solicitation were made pursuant to the terms and conditions set forth in the Clear Channel Offer to Purchase and Consent Solicitation Statement for the CCU Notes dated Dec. 17, 2007, and the related Letter of Transmittal and Consent. Clear Channel has retained Citi to act as the lead dealer manager for the tender offers and lead solicitation agent for the consent solicitations and Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated to act as co-dealer managers for the tender offers and co-solicitation agents for the consent solicitations. Questions regarding the transaction should be directed to Citi at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the Information Agent for the tender offers and the consent solicitations. Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) or (866) 924-2200 (for all others toll-free). The tender offers and consent solicitations for the Notes are being made in connection with the merger with BT Triple Crown Merger Co. Inc. The completion of the merger and the related debt financings are not subject to, or conditioned upon, the completion of the tender offers or the related consent solicitations or the adoption of the proposed amendments with respect to the Notes. The closing of the merger is expected to occur during the first quarter 2008 and concurrently with the consummation of the merger, Clear Channel expects to obtain $18.525 billion of new senior secured credit facilities, to be available to Clear Channel and certain of its subsidiaries as borrowers, and to issue $2.6 billion of new senior unsecured notes. Clear Channel and one or more of its subsidiaries would also be the borrowers under a separate receivables-backed revolving credit facility with availability of up to $1 billion. The closing of the merger is subject to the receipt of regulatory approvals and conditions. About Clear Channel Communications Based in San Antonio, Texas, Clear Channel Communications Inc. (NYSE:CCU) -- http://www.clearchannel.com/-- is a media and entertainment company specializing in "gone from home" entertainment and information services for local communities and premiere opportunities for advertisers. The company's businesses include radio, television and outdoor displays. Outside U.S., the company operates in 11 countries -- Norway, Denmark, the United Kingdom, Singapore, China, the Czech Republic, Switzerland, the Netherlands, Australia, Mexico and New Zealand. * * * As reported in the Troubled Company Reporter on Dec. 20, 2007, Moody's Investors Service stated that it will likely downgrade Clear Channel Communications Inc.'s Corporate Family Rating to B2 when its change of control is completed. On Dec. 17, 2007, Clear Channel disclosed a tender offer and consent solicitation for its outstanding 7.65% senior notes due 2010 and its subsidiary, AMFM Operating Inc. announced a tender offer and consent solicitation for its 8% senior notes due 2008. COASTAL BAGELS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Coastal Bagels, Inc. aka Brueggers Bagels 3800 Washington Road, Suite 1207 West Palm Beach, FL 33405 Bankruptcy Case No.: 08-10568 Type of Business: The Debtor, a franchisee of Bruegger's Enterprises, operates a Bruegger's bakery-cafe. See http://www.brueggers.com Chapter 11 Petition Date: January 17, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman, Jr. Debtor's Counsel: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. 2999 Northeast 191 Street, 5th Floor Aventura, FL 33180 Tel: (305) 931-3771 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its largest unsecured creditors. CONGOLEUM CORP: Files Amended Chapter 11 Plan of Reorganization --------------------------------------------------------------- Congoleum Corporation filed its amended Chapter 11 reorganization plan was filed by the future claimants' representative in its Chapter 11 proceedings. The Debtor believes the plan will receive the support of the Official Bondholders' Committee and the Official Asbestos Claimants' Committee. A hearing to consider the adequacy of the disclosure statement describing the plan is scheduled for Feb. 14, 2008. If the plan is approved by the court and accepted by the requisite creditor constituencies, it will permit Congoleum to exit Chapter 11 free of liability for existing or future asbestos claims. Under the terms of the amended plan, a trust will be created that assumes the liability for Congoleum's current and future asbestos claims. That trust will receive the proceeds of various settlements Congoleum has reached with a number of insurance carriers, and will be assigned Congoleum's rights under its remaining policies covering asbestos product liability. The trust will also receive 50.1% of the newly issued common stock in reorganized Congoleum when the plan takes effect. Holders of Congoleum's $100 million in 8.625% senior notes due in August 2008 will receive on a pro rata basis $80 million in new 9.75% senior secured notes that mature five years from issuance. The new senior secured notes will be subordinated to the working capital facility that provides Congoleum's financing upon exiting reorganization. In addition, holders of the $100 million in 8.625% senior notes due in August 2008 will receive 49.9% of the common stock in reorganized Congoleum. Congoleum's obligations for the $100 million in 8.625% senior notes due in August 2008, including accrued interest -- which amounted to $44.6 million at Dec. 31, 2007 -- will be satisfied by the new senior secured notes and the common stock issued when the plan takes effect. Under the terms of the amended plan, existing Class A and Class B common shares of Congoleum will be cancelled when the plan takes effect and holders of those shares, including the current controlling shareholder American Biltrite will not receive anything on account of their cancelled shares. Congoleum expects existing management will continue post-reorganization. Roger S. Marcus, Chairman of the Board, commented, "We are pleased that an agreement has been reached that provides a global settlement and should hopefully permit Congoleum to exit bankruptcy in 2008. While I am disappointed that the current plan does not provide the recoveries for bondholders and shareholders that we had sought in earlier plans, it reflects the economic reality of what can be done and the hierarchy of recoveries under the bankruptcy code. The reorganization, with all its attendant litigation, has been tremendously expensive, and we look forward to Congoleum emerging from bankruptcy a healthy entity with adequate resources to provide for its continued viability for its employees and customers. We believe this will be accomplished by the plan." Mr. Marcus continued, "I thank our employees, customers, and suppliers for their continued support throughout this process, and look forward to our continuing relationship as Congoleum emerges from bankruptcy. I am committed to our collective success, and excited about the future potential of Congoleum without the distractions we've faced over the last five years. I plan both to see this company through its bankruptcy and to be a part of its future growth thereafter." 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. At March 31 2007, Congoleum reported $180,091,000 in total assets and $226,990,000 in total liabilities, resulting in a stockholders' deficit $46,899,000. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale, 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. COUNTRYWIDE ALT-A: Fitch Junks Ratings on 22 Transactions --------------------------------------------------------- Fitch Ratings has taken rating actions on these Countrywide Alt-A transactions: CWALT 2005-46CB -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 rated 'A', placed on Rating Watch Negative; -- Class B-2 downgraded to 'BB+' from 'BBB'; -- Class B-3 downgraded to 'B' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-HY13 Group 1 -- Class A affirmed at 'AAA'; -- Class I-M affirmed at 'AA'; -- Class I-B-1 downgraded to 'BBB+' from 'A'; -- Class I-B-2 downgraded to 'BB' from 'BBB'; -- Class I-B-3 downgraded to 'C/DR3' from 'BB'; -- Class I-B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-HY13 Group 2 -- Class A affirmed at 'AAA'; -- Class II-M affirmed at 'AA'; -- Class II-B-1 rated 'A', placed on Rating Watch Negative; -- Class II-B-2 downgraded to 'BB' from 'BBB'; -- Class II-B-3 downgraded to 'C/DR4' from 'BB'; -- Class II-B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-1T1 -- Class A affirmed at 'AAA'; -- Class M-A affirmed at 'AA+'; -- Class M-1 downgraded to 'AA' from 'AA+'; -- Class M-2 downgraded to 'AA-' from 'AA'; -- Class M-3 downgraded to 'A' from 'AA-'; -- Class M-4 downgraded to BBB+' from 'A+'; -- Class M-5 downgraded to 'BB+' from 'A-'; -- Class B-1 downgraded to 'BB-' from 'BBB+'; -- Class B-2 downgraded to 'C/DR4' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-3T1 -- Class A affirmed at 'AAA'; -- Class M downgraded to 'A+' from 'AA'; -- Class B-1 downgraded to 'BBB-' from 'A'; -- Class B-2 downgraded to 'B' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-4CB -- Class A affirmed at 'AAA'; -- Class M downgraded to 'AA-' from 'AA'; -- Class B-1 downgraded to 'BBB' from 'A'; -- Class B-2 downgraded to 'B' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-6 -- Class A affirmed at 'AAA'; -- Class M-A affirmed at 'AA+'; -- Class M downgraded to 'AA-' from 'AA'; -- Class B-1 downgraded to 'BBB+' from 'A'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-12T1 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'AA-' from 'AA'; -- Class M-3 downgraded to 'BBB+' from 'A+'; -- Class M-4 downgraded to 'BBB' from 'A'; -- Class M-5 downgraded to 'BBB-' from 'BBB+'; -- Class B-1 downgraded to BB+' from 'BBB+'; -- Class B-2 downgraded to 'BB-' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-14T2 -- Class A affirmed at 'AAA'; -- Class M downgraded to 'AA-' from 'AA'; -- Class B-1 downgraded to 'BBB+' from 'A'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-J1 Group 1 -- Class A affirmed at 'AAA'; -- Class M downgraded to 'A+' from 'AA'; -- Class B-1 downgraded to 'BBB-' from 'A'; -- Class B-2 downgraded to 'B' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2007-J2 -- Class A rated 'AAA', placed on Rating Watch Negative; -- Class M downgraded to 'A+' from 'AA'; -- Class B-1 downgraded to 'BBB-' from 'A'; -- Class B-2 downgraded to 'B' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. The affirmations, affecting approximately $5.1 billion of outstanding certificates, reflect a stable relationship between credit enhancement and future loss expectations. The downgrades, affecting approximately $238.1 million in outstanding certificates, and classes placed on Rating Watch Negative, affecting approximately $253.9 million of outstanding certificates, reflect deterioration in the relationship between CE and loss expectation. The collateral of the above transactions primarily consists of 30- and 15-year fixed-rate mortgage loans extended to Alt-A borrowers and are secured by first liens, primarily on one- to four-family residential properties. As of the December 2007 distribution date, the above transactions are seasoned from 7 (series 2007-14T2 Group 3) to 28 (series 2005-46CB) months. The pool factors range from 77% (series 2005-46CB) to 96% (series 2007-J2). Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch) is the master servicer on all of the transactions. DANIEL MCELHERAN: Case Summary & Ten Largest Unsecured Creditors ---------------------------------------------------------------- Debtors: Daniel D. McElheran Nita Katrati 3037 Northwest 63 Street Boca Raton, FL 33496 Bankruptcy Case No.: 08-10494 Chapter 11 Petition Date: January 16, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtors' Counsel: Robert C. Furr, Esq. Furr and Cohen, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Total Assets: $5,874,599 Total Debts: $5,127,951 Debtors' list of its Ten Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 255 Northeast 3 $445,564 c/o America Servicing Co Avenue, Unit 2204, ($395,000 3476 Stateview Boulevard Delray Beach, FL secured) Fort Mill, SC 29715 Pineapple Grove Village Condominium Unit 2-204, OR Book 19670, Pg 1246, Public Records Palm Beach, County U.S. Bank National Association 250 Northeast 3 $445,188 c/o David Stern, Esq. Avenue, Unit 1318, ($395,000 801 South University Drive #500 Delray Beach, FL secured) Fort Lauderdale, FL 33324 Pineapple Grove Village Condominium Unit 1-318, OR Book 19670, Pg 1246, Public Records Palm Beach, County Washington Mutual 5055 Wiles Road $202,340 P.O. Box 78148 Suite 102, Coconut ($195,000 Phoenix, AZ 85062-8148 Creek, FL Unit 102, secured) Building 12, Evergreen Lakes, a condominium according to the Declaration recorded in OR Book 40566 5061 Wiles Road $199,302 Suite 306, Coconut Creek, FL Unit 306 Amtrust Bank fka Ohio Savings 815 Boynton Beach $142,181 Boulevard Unit 8205 ($135,000 Boynton Beach, FL secured) Casablanca Isles Condominium Unit 205 Building 8 Purchased: 6/15/05 foreclosure lawsuit filed 5 Countrywide Home Loans 302 Meadows Cir, $139,120 Boynton Beach (1$125,00 Meadows on the Green secured) Condominium Unit 302 Building 3, OR Book 18970, Pg 1595, Public Records Palm Beach County Palm Beach County Tax Collector real property taxes $24,682 Broward County Revenue real property taxes $18,718 Bank of America 2005 Chev Equinox $12,964 VIN #2CNDL13F456207 ($10,000 676, subject to lien secured) of Bank of America Casablanca Isles Condo 815 Boynton Beach $2,960 Association Boulevard Unit 8205 ($135,000 secured) ($142,181 senior lien) 815 Boynton Beach $2,960 Boulevard #8205, Boynton Beach, FL 33437 Boca Raton Community Hospital medical $3,763 DENVER RADIO: Gets Interim OK to Use Lender's Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado gave Denver Radio Co. LLC and its debtor-affiliates authority to use the cash collateral securing repayment of their obligations to Guggenheim Corporate Funding LLC. Guggenheim claims a security interest in substantially all of the Debtors' cash. As of the date of bankruptcy, the principal and accrued interest on account of the indebtedness owing to Guggenheim is $24,200,000, excluding fees and expenses. The Debtor says that events of default with respect to the indebtedness have occurred. The Debtors are authorized to use the cash collateral in accordance with a budget, except that the Debtors may collectively deviate upwards from the expense items in the budget on a line- item basis up to 10% on a cumulative basis from week to week. As adequate protection, the Debtors grant Guggenheim a replacement lien with the same scope and priority as that of their prepetition asset liens. The Court will hold a hearing on Jan. 28, 2008, at 1:30 p.m., to consider final approval of the matter. Headquartered in Aurora, Colorado, Denver Radio Co., LLC -- http://www.sassymartini.com/-- owns and manages radio stations. The company and its affiliates filed for Chapter 11 protection on Dec. 26, 2007 (Bankr. D. Colo. Lead Case No. 07-25039). Michael J. Pankow, Esq., at Brownstein Hyatt Schreck, P.C., represents the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case to date. The Debtors' schedules of assets and liabilities reflect total assets of $48,289,050, and total debts of $24,959,175. DENVER RADIO: Inks $5,000,000 DIP Financing Pact With Full Circle ------------------------------------------------------------ Denver Radio Co. LLC and its debtor-affiliates ask authority from the U.S. Bankruptcy Court for the District of Colorado to obtain debtor-in-possession financing from Full Circle Funding L.P. Full Circle has agreed to fund the Debtors' post-petition operations up to $5,000,000 secured by a first priority lien on all of the Debtors' property, pursuant to a signed term sheet. Denver Radio, the holding company, relates that it intends to return to profitability by improving their radio signals in the Denver metropolitan area and by continuing to build their listener audiences. The Debtors tells the Court that the proposed loan provides necessary and sufficient funding for the Debtors to operate in bankruptcy, make important capital expenditures, increase the value of their assets, and formulate and implement a reorganization plan that pays all creditors in full. Headquartered in Aurora, Colorado, Denver Radio Co., LLC -- http://www.sassymartini.com/-- owns and manages radio stations. The company and its affiliates filed for Chapter 11 protection on Dec. 26, 2007 (Bankr. D. Colo. Lead Case No. 07-25039). Michael J. Pankow, Esq., at Brownstein Hyatt Schreck, P.C., represents the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case to date. The Debtors' schedules of assets and liabilities reflect total assets of $48,289,050, and total debts of $24,959,175. DESTINY HOSPICE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Destiny Hospice, Palliative Care, Specialty Services, Inc. dba Destiny Hospice, Inc. 202 Second Street Tutwiler, MS 38963 Tel: (662) 345-0077 Bankruptcy Case No.: 08-10160 Type of Business: The Debtor engages in healthcare services. Chapter 11 Petition Date: January 15, 2008 Court: Northern District of Mississippi (Aberdeen) Judge: David W. Houston III Debtors' Counsel: Paul Mathis, Jr., Esq. Harmon & Davies, P.C. 365 West Reed Road, Suite C P.O. Box 936 Greenville, MS 38702-0936 Tel: (662) 332-6660 Fax: (662) 332-6668 http://www.bellsouth.net/ Estimated Assets: $100,000 to $1 million Estimated Debts: $1 million to $100 million Consolidated Debtors' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Center of Medicare FY-10/2004 government $4,743,750 Palmetto GBA 34650 U.S. Highway 19 North Suite 202 Palm Harbor, FL 36484-2156 Department of Treasury government $516,438 Internal Revenue Services Washington, DC 20224 Covenant Bank bank loan $455,931 P.O. Box 550 Clarksdale, MS 38614 Guaranty Bank & Trust bank loan $300,000 Company Memphis Grizzlies trade debt $61,416 Avritt Medical Equipment trade debt $19,635 Lemic Inc. insurance $19,335 MS State Tax Commission trade debt $8,763 Techinfo Inc. contract $3,348 BMH North Mississippi trade debt $4,589 Northwest Regional Medical trade debt $4,277 Center AT&T trade debt $4,260 City of Cleveland trade debt $2,371 First Choice Medical Supply trade debt $2,189 Judy G. Noland trade debt $1,977 Universal Hospital Holmes trade debt $1,437 County Henderson Drug/Home Health trade debt $1,051 Care Medical trade debt $900 A&A Home Health Equipment trade debt $740 DOMAIN INC: Files for Chapter 11 Protection in Delaware ------------------------------------------------------- Domain, Inc. dba Domain Home Furnishings has filed a voluntary petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. Under Chapter 11, Domain will continue to operate its businesses under Court protection from creditors, while seeking to develop and implement a reorganization plan. With the financial pressures associated with operating the 27-store chain, particularly in today's depressed economic and real estate environment, Domain has experienced reduced sales and loss of worki