TCR_Public/100426.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 26, 2010, Vol. 14, No. 114

                            Headlines

ALAMO IRON: Asks for Court's Nod to Auction Assets
AMCORE BANK NA: Closed; Harris N.A. Assumes All Deposits
AMERICAN INT'L: Treasury Eyes 2-Year Plan to Dump Stake
AMERICAN RENAL: S&P Assigns Corporate Credit Rating at 'B'
AMR CORP: Could Pair Up with USAir as USAir-UAL Talks End

AMR CORP: UAL-Continental Talks Heat Up; Deal Seen by Month's End
ANF ASBURY: Gets Interim Access to PA Asbury's Cash Collateral
ANF ASBURY: Proposes Michael Spector as Counsel
ARAMARK CORP: Debt Trades at Less 0.69% Off in Secondary Market
ASARCO LLC: Parent Appeals USW Reimbursement Order

ASARCO LLC: Fulbright Wants 10% Fee Enhancement
ASARCO LLC: BW Wants to Intervene on Claim Payment Error
BERRY PLASTICS: Moody's Assigns 'Caa1' Rating on $300 Mil. Notes
BERRY PLASTICS: S&P Assigns 'CCC' Rating on $300 Mil. Notes
BI-LO LLC: Moody's Assigns 'B1' Corporate Family Rating

BMD LONG: Case Summary & 2 Largest Unsecured Creditors
BRIER CREEK: Financial Woes Blamed for Chapter 11 Filing
BROADWAY BANK: Closed; MB Financial Bank NA Assumes All Deposits
BULOVA TECH: Section 341(a) Meeting Scheduled for May 14
BUTTRUM GOODYEAR: Taps Lake & Cobb as Bankruptcy Counsel

CELEBRITY RESORTS: Farmington Wants Case Dismissed or Converted
CELEBRITY RESORTS: Files Schedules of Assets and Liabilities
CELEBRITY RESORTS: Taps Latham Shuker as Bankruptcy Counsel
CELEBRITY RESORTS: U.S. Trustee Unable to Form Creditors Panel
CENTURYTEL INC: Fitch Puts Issuer Default Rating on Negative Watch

CENTURYTEL INC: S&P Puts 'BB' Corp. Rating on CreditWatch Positive
CHARTER COMMS: Bank Debt Trades at 4% Off in Secondary Market
CHEMTURA CORP: Court Grants Stay to Uniroyal Retirees
CHRYSLER LLC: White House Advances Schedule to Sell Chrysler Stake
CHRYSLER LLC: Committee Retains Experts for Daimler Litigation

CHRYSLER LLC: Rejected Dealers Want Docs. for Arbitration Process
CHRYSLER LLC: Lemon Law Claimants Want Official Committee
CHRYSLER LLC: Resolves TSA Dispute with New Chrysler
CHRYSLER LLC: Has Deal on Allocation of Rabbi Trust Funds
CINCINNATI BELL: Bank Debt Trades at 2% Off in Secondary Market

CIRCUIT CITY: Transfer of Claims for March
CITIGROUP INC: Stockholders OK Amendments to 2009 Incentive Plan
CITIZENS BANK&TRUST: Republic Bank of Chicago Assumes All Deposits
CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market

COLONIAL BANCGROUP: Activities Under Criminal Investigation
COMMUNITY HEALTH: Bank Debt Trades at 2% Off in Secondary Market
CONTINENTAL AIRLINES: UAL Talks Heat Up; Deal Seen by Month's End
CONTINENTAL AIRLINES: US Airways Might Pair Up with American
COOPER-STANDARD: Davis Polk Advising Barclays, SPC

COOPER-STANDARD: Releases 2009 Annual Report
COVANTA ENERGY: Bank Debt Trades at 2% Off in Secondary Market
DAB41 LLC: Voluntary Chapter 11 Case Summary
DAMIEN GILLIAMS: To Sell Flagship Marina on May 24
DAVID MEARS: Files Schedules of Assets & Liabilities

DAVID MEARS: Section 341(a) Meeting Scheduled for May 19
DAVID MEARS: Taps Springer Brown as Bankruptcy Counsel
DAVID SMOLENSKY: Voluntary Chapter 11 Case Summary
DEER VALLEY: Inland Mortgage Won't Consent to Cash Use
DEER VALLEY: Inland Wants Assets to Remain Under Receiver Control

DENNY HECKER: Girlfriend Pleads Guilty to Bankruptcy Fraud
DILLARD'S INC: S&P Raises Corporate Credit Rating to 'B+'
ECONOMY HARDWARE: Voluntary Chapter 11 Case Summary
ELDON WATERS: Voluntary Chapter 11 Case Summary
EMPIRE LAND: Ch. 7 Trustee Seeks $180,000 From Wood Smith

FAIRPOINT COMMS: Bank Debt Trades at 18% Off in Secondary Market
FANITA RANCH: Files List of 20 Largest Unsecured Creditors
FIBRIA OVERSEAS: Fitch Assigns 'BB' Rating on Proposed 2020 Notes
FIELDSTONE MORTGAGE: No KERP Payments for Seven Top Executives
FLEETWOOD ENTERPRISES: Files 2nd Amended Liquidating Plan

FUDDRUCKERS, INC.: Case Summary & 30 Largest Unsecured Creditors
GENERAL GROWTH: Reaches Settlement with H.S. Wright
GENERAL GROWTH: Victoria Ward to Pay 99% of Kobayashi Claim
GENERAL MOTORS: White House Advances Schedule to Sell Stake
GENERICS INTERNATIONAL: S&P Cuts Corporate Family Rating to 'B3'

GEORGIA TIDEWATER: Voluntary Chapter 11 Case Summary
GEORGIA-PACIFIC LLC: S&P Affirms 'BB+' Corporate Credit Rating
GMAC INC: Treasury Mulls Sweeteners to Hasten ResCap Sale Process
GRAY COMMS: Bank Debt Trades at 2% Off in Secondary Market
FX LUXURY: Case Summary & 21 Largest Unsecured Creditors

HARVEST OAKS: Case Summary & 8 Largest Unsecured Creditors
HAWK CORP: S&P Affirms Corporate Credit Rating at 'B'
HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
HCA INC: Bank Debt Trades at 2% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 1% Off in Secondary Market

HOROWITZ MANAGEMENT: Files for Bankruptcy to Stop Foreclosure
HOST HOTELS: S&P Gives Stable Outlook; Affirms 'BB-' Rating
IONIAN WOODLAND: Case Summary & 3 Largest Unsecured Creditors
J.C. FLOWERS: Lenders Fight Examiner Bid in Funds' Cases
JO-ANN STORES: S&P Withdraws 'B-' Rating on $47.5 Mil. Notes

JOHN BEARDSLEY: To Sell Properties Under Plan of Reorganization
JOSHUA FARMER: Wants Easlan to Turn Over Control of Properties
JULIO ESTRADA: Voluntary Chapter 11 Case Summary
KEITH PELZEL: Case Summary & 10 Largest Unsecured Creditors
LAS VEGAS MONORAIL: Seeks Exclusivity Extension Until August 17

LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
LEHMAN BROTHERS: Seeks Court OK of $99MM Deal with Millennium
LEVI STRAUSS: Moody's Assigns 'B2' Rating on Senior Unsec. Notes
LEVI STRAUSS: S&P Affirms Corporate Credit Rating at 'B+'
LINCOLN PARK SAVINGS: Closed; Northbrook Bank Assumes Deposits

LYONDELL CHEMICAL: Wins Confirmation of Reorganization Plan
LYONDELL CHEMICAL: Unit Accepts $1.7M to End Dispute
MAC-GRAY CORP: S&P Gives Stable Outlook; Affirms 'BB-' Rating
MARQUEE HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
MEDICAL PROPERTIES: S&P Assigns 'BB-' Corporate Credit Rating

MEDICOR LTD: Court Approves $4.5-Mil. Insurance Settlement
METRO-GOLDWYN-MAYER: Debt Trades at 53% Off in Secondary Market
MGM MIRAGE: Annual Stockholders' Meeting Set for June 15
MORGAN STANLEY FUND: Lenders Grant 60-Day Extension of Hotel Loan
MPT OPERATING: Moody's Assigns 'Ba1' Rating on Senior Facility

NEW CENTURY BANK: Closed; MB Financial Assumes All Deposits
NY TIMES: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
ONYX CAPITAL: SEC Files Fraud Charges & Seeks Asset Freeze
OSCIENT PHARMACEUTICALS: Files Amended Chapter 11 Plan
OSI RESTAURANT: Bank Debt Trades at 8% Off in Secondary Market

PC-RA LLC: Case Summary & 3 Largest Unsecured Creditors
PEOTONE BANK AND TRUST: First Midwest Bank Assumes All Deposits
PETER GRAVES: Voluntary Chapter 11 Case Summary
PICKWICK ARMS: Case Summary & 5 Largest Unsecured Creditors
PINE MOUNTAIN: Section 341(a) Meeting Scheduled for May 19

PLUM CREEK: Moody's Affirms 'Ba2' Rating on Preferred Shelf
POINT BLANK: Asks for Court OK to Obtain New Insurance Financing
POINT BLANK: DIP Financing, Cash Collateral Use Get Interim OK
POINT BLANK: Gets Court's Nod to Hire Epiq as Claims Agent
POINT BLANK: Taps Pachulski Stang as Bankruptcy Counsel

POINT BLANK: Wants Olshan Grundman as Special Corporate Counsel
POINT BLANK: Wants Venable as Special Govt. Contracting Counsel
POLYONE CORP: S&P Raises Corporate Credit Rating to 'B'
PTS CARDINAL: Bank Debt Trades at 5% Off in Secondary Market
REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market

REGAL ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'B1'
RENFRO CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating
RICK MAHORN: Failed Investments Cue Chapter 7 Bankruptcy Filing
ROCK & REPUBLIC: Gets Interim OK for Factoring Pact, Accounts Sale
SEQUA CORP: Bank Debt Trades at 7% Off in Secondary Market

SEX.COM: Judge Rejects DOM Partners' Case Dismissal Request
STALLION OILFIELD: S&P Raises Corporate Credit Rating to 'B-'
STARWOOD HOTELS: S&P Gives Positive Outlook; Affirms 'BB' Rating
SUNGARD DATA: Bank Debt Trades at 0.50% Off in Secondary Market
SUPERVALU INC: Bank Debt Trades at 1.28% Off in Secondary Market

SYNOVUS FINANCIAL: Moody's Downgrades Long-Term Ratings to 'B3'
TARRAGON CORP: Seeks to Retain Cushman & Wakefield as Broker
TOLI, INC.: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
TRIBUNE CO: Terms of Proposed Reorganization Plan

TRIBUNE CO: Lenders Object to Settlement with Major Creditors
TRIBUNE CO: Credit Agreement Lenders Want to File Own Plan
TWIN VALLEY METALCRAFT: Files for Chapter 11 Bankruptcy
UAL CORP: Continental Talks Heat Up; Deal Seen by Month's End
UAL CORP: USAir Could Pair Up with AMR As USAir-UAL Talks End

UAL CORP: United Bank Debt Trades at 10% Off in Secondary Market
UAL CORP: Joins ATA Challenge on Emission Rules
UAL CORP: Names Thomas Sabatino as General Counsel
UAL CORP: Expands Codeshare Pact with Brussels Airlines
UDDER SIDE: Case Summary & 20 Largest Unsecured Creditors

UNIVERSAL CITY: Bank Debt Trades at 100.42% in Secondary Market
US AIRWAYS: Might Pair Up With AMR's American
US AIRWAYS: UAL-Continental Talks Heat Up; Deal Seen by Month End
WESTERN REFINING: Bank Debt Trades at 2% Off in Secondary Market
WILDWING DEVELOPMENT: Section 341(a) Meeting Scheduled for May 24

WILDWING DEVELOPMENT: Taps Horowitz & Burnett as Bankr. Counsel
WHEATLAND BANK: Closed; Wheaton Bank & Trust Assumes All Deposits
WINDSTREAM CORP: Bank Debt Trades at 0.20% Off in Secondary Market
XERIUM TECHNOLOGIES: Gets Nod to Hire Garden City as Claims Agent
XERIUM TECHNOLOGIES: Proposes to Pay Taxes and Assessments

XERIUM TECHNOLOGIES: Wants to Pay Prepetition Foreign Obligations

* Bankruptcy Law Shaken Up By Recent Cases, Judges Say
* Bank Failures This Year Now 57 As 7 Banks Shut April 23

* BOND PRICING -- For the Week From April 12 to 16, 2010


                            *********


ALAMO IRON: Asks for Court's Nod to Auction Assets
--------------------------------------------------
Alamo Iron Works, Inc. and its units have sought authorization
from the U.S. Bankruptcy Court for the Western District of Texas
to conduct a public auction of certain or all of their assets.

On April 8, 2010, the Debtors executed an asset purchase agreement
with Alamo Distribution, LLC, specifying the terms and conditions
of a possible transaction with respect to certain assets and
properties of the Debtors.  The Debtors, however, seek to further
market test the assets through the auction process.

A copy of the Asset Purchase Agreement is available for free at
http://bankrupt.com/misc/ALAMO_IRON_asseptpurchasepact.pdf

Under the Asset Purchase Agreement, Alamo will acquire the assets
for $8 million.  The bid represented by the Asset Purchase
Agreement will be the stalking horse bid.  If the Asset Purchase
Agreement is terminated without a sale to Alamo, the Debtors will
pay the Purchaser a break-up fee of $240,000 and an expense
reimbursement of $60,000.

The Debtors propose that bids must exceed the Stalking Horse Bid
by at least $400,000.  Bids must include an earnest-money deposit
equal to 10% of the total cash consideration bid for all of the
assets or portion of the assets.

The proposed deadline for the submission of bids is May 24, 2010,
at 12:00 p.m.  The auction will be held on May 27, 2010.  No date
for the sale hearing has been proposed.

A copy of the bidding procedures is available for free at:

    http://bankrupt.com/misc/ALAMO_IRON_bidprocedures.pdf

                            Objections

Charles F. McVay, the U.S. Trustee for Region 7, has objected to
the sale, saying that the proposed break-up fee is excessive and
unnecessary and should be reduced or eliminated.  The purchase
price may be reduced based on the outcome of a physical inventory,
says Mr. McVay.  According to Mr. McVay, the Purchaser wasn't
required to pay any earnest money funds to enter a purchase
agreement with the Debtors and does not appear to have any funds
at risk should it terminate the purchase agreement.  Schedules
haven't been filed, and it is unclear whether there will be any
funds available to unsecured creditors under the current agreement
with the Purchaser.  The break-up fee, says Mr. McVay, may chill
the bidding and threatens to take away what little return
creditors may receive in this case.

Port-A-Cool LLC and Service Steel Warehouse Co., L.P., also filed
objections, saying that the Asset Purchase Agreement does not
include certain schedules as attachments, which are meant to
provide a descriptive list itemizing the assets.  "The schedules
are referenced, but none are attached to the Asset Purchase
Agreement.  Further, the APA does not appear to identify what
liabilities would be assumed by the new entity and what
liabilities would be retained by Debtor(s)," Port-A-Cool and
Service Steel state.  Without a descriptive list of the assets,
the creditors have no way of knowing, or even guessing, whether
the assets are worth $8 million or $800 million, Service Steel
adds.

Port-A-Cool is represented by Mettauer Shires & Adams.

Service Steel is represented by Murray | Lobb PLLC.

                           About Alamo Iron

San Antonio, Texas-based Alamo Iron Works, Inc., filed for Chapter
11 bankruptcy protection on April 5, 2010 (Bankr. W.D. Texas Case
No. 10-51269).  David S. Gragg, Esq., at Langley & Banack, Inc,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


AMCORE BANK NA: Closed; Harris N.A. Assumes All Deposits
--------------------------------------------------------
Amcore Bank, National Association, of Rockford, Illinois, was
closed on April 23, 2010, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Harris
National Association of Chicago, Illinois, to assume all of the
deposits of Amcore Bank, National Association.

The 58 branches of Amcore Bank, National Association reopened on
Saturday, April 24, as branches of Harris National Association.
Depositors of Amcore Bank, National Association will automatically
become depositors of Harris National Association.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from Harris
National Association that it has completed systems changes to
allow other Harris National Association branches to process their
accounts as well.

As of Dec. 31, 2009, Amcore Bank, National Association had around
$3.8 billion in total assets and $3.4 billion in total deposits.
Harris National Association will pay the FDIC a premium of 0.01
percent to assume all of the deposits of Amcore Bank, National
Association.  In addition to assuming all of the deposits of the
failed bank, Harris National Association agreed to purchase
essentially all of the assets.

The FDIC and Harris National Association entered into a loss-share
transaction on $2.0 billion of Amcore Bank, National Association's
assets.  Harris National Association will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2767.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/amcore.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $220.3 million.  Harris National Association's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives.  Amcore Bank, National
Association is the 51st FDIC-insured institution to fail in the
nation this year, and the fourth in Illinois.  The last FDIC-
insured institution closed in the state was Bank of Illinois,
Normal, on March 3, 2010.


AMERICAN INT'L: Treasury Eyes 2-Year Plan to Dump Stake
-------------------------------------------------------
According to a New York Post article, the U.S. government, which
owns a majority stake of American International Group, is
considering a two-year plan to dispose its stake, said a person
with knowledge of the discussions.  According to the Post, the
source -- who declined to be identified because talks with AIG are
private -- said the proposal involves converting preferred stock
into common shares for sale on the open market.

The source, the Post relates, said if AIG consents to the strategy
and there is sufficient investor demand, the Treasury Department
plan could be announced as early as the fourth quarter.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  In September
2008, the Federal Reserve Bank created an $85 billion credit
facility to enable AIG to meet increased collateral obligations
consequent to the ratings downgrade, in exchange for the issuance
of a stock warrant to the Fed for 79.9% of the equity of AIG.  The
credit facility was eventually increased to as much as $182.5
billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN RENAL: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Beverly, Mass.-based American Renal
Holdings, Inc.  At the same time, S&P assigned its 'BB-' issue-
level rating to the company's proposed $25 million revolving
credit facility maturing in 2015; the recovery rating on this
facility is '1', indicating S&P's expectation of very high
recovery (90%-100%) in the event of payment default.  S&P assigned
its 'B' issue-level rating to the company's proposed $225 million
senior secured notes maturing in 2018; the recovery rating on
these notes is '4', indicating S&P's expectation of average
recovery (30%-50%) in the event of payment default.  The rating
outlook is stable.

"The speculative-grade ratings reflect American Renal's dependence
upon a single disease treatment; exposure to potential adverse
changes in payor mix and reimbursement; and relatively small size
with limited geographic diversity," said Standard & Poor's credit
analyst Jack Harcourt.

American Renal's vulnerable business risk profile overwhelmingly
reflects the company's dependence upon a single disease state,
vulnerability to adverse changes in payor mix and reimbursement;
and relatively small size with limited geographic diversity.  The
company has grown rapidly since its founding in 1999, and at year
end operated 83 dialysis clinics, but it remains much smaller than
the two dominant players in the sector, i.e. DaVita (BB-/Stable/
--), and the U.S. operations of Germany's Fresenius Medical Care
(BB/Stable/--).  Although competition takes place essentially at a
local level, scale and the accompanying financial flexibility are
important attributes when considering a company's ability to
respond to sector challenges.


AMR CORP: Could Pair Up with USAir as USAir-UAL Talks End
---------------------------------------------------------
Jad Mouawad at The New York Times reports that US Airways'
decision to withdraw from merger talks with UAL Corp.'s United Air
Lines left unanswered questions about US Airways' long-term
ability to compete as an independent carrier and leads to
speculation that it might pair up with American Airlines.

US Airways and American Airlines declined to comment on
speculation about a potential combination.

The NY Times notes US Airways has been considered the weakest of
the major network airlines.  It has fewer international routes
than its network competitors, while it competes head to head with
Southwest Airlines in many domestic markets.

As reported by the Troubled Company Reporter on April 23, 2010, US
Airways on Thursday said it was ending merger discussions with
United.  Various reports note that US Airways' withdrawal clears
the path for rival talks between Continental Airlines and United.

The NY Times and Bloomberg News relate that a merger of
Continental and United would, if successful, create the nation's
biggest network carrier.  It would leapfrog Delta Air Lines, which
combined with Northwest two years ago.  The NY Times also relates
a Continental-United combination would have a global network as
well as domestic hubs that crisscross the United States, from San
Francisco to New York, Chicago to Houston.

The NY Times also relates that a potential United-Continental deal
would put American Airlines, which had been the biggest network
airline until it was overtaken by Delta, at a further
disadvantage.  The NY Times explains that while American's
executives have repeatedly stressed that they see no need to jump
into the merger game, analysts have expressed frustration at the
company's go-slow approach to reducing costs and expanding
revenues.

"I think we have a strong network today," the NY Times quotes
Gerard Arpey, the chairman of the AMR Corporation, American's
parent company, as saying at a conference call Wednesday, "We are
not necessarily threatened by talk of consolidation in the
industry."

According to NY Times, some analysts were not persuaded that
American could stand still while getting knocked down to third
place among airlines that have both domestic and international
routes.

"AMR has historically been very conservative, but the industry is
changing dramatically around them," said Hunter K. Keay, an
airline analyst at Stifel Nicolaus, according to The NY Times.
"AMR cannot afford to sit and watch their competition pass them
by."  According to NY Times, Mr. Keay suggested that a marriage of
American and US Airways would make sense because the companies
have complementary networks.

As reported by the TCR on April 13, 2010, Susan Carey and Dennis
Berman at The Wall Street Journal said AMR's CEO Gerard Arpey has
said he doesn't believe a United Airlines-US Airways merger would
be a problem for his carrier.  The Journal reported that Mr. Arpey
said, "I don't think necessarily consolidation is the answer to
all the economic challenges the industry faces.  I don't think
it's a silver bullet."

According to the TCR on Friday, The Wall Street Journal reported
that two people with knowledge of the matter said Continental was
caught off-guard by media reports that United and US Airways were
in deep talks.  Those two sources told the Journal that Jeff
Smisek, Continental's new CEO, called Glenn Tilton, his
counterpart at UAL, and due diligence was begun on a potential
deal that would be a stock swap.  But given what happened two
years ago, when Continental rejected United as a partner, everyone
is proceeding cautiously, the sources told the Journal, adding
talks could break down.

The TCR also related that, according to Bloomberg News, people
familiar with the private talks said that under the merger UAL
Chief Executive Officer Glenn Tilton, 62, would become chairman
while Continental CEO Jeff Smisek, 55, would become CEO.  The
terms aren't final and a deal may be more than a week away, the
people said.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


AMR CORP: UAL-Continental Talks Heat Up; Deal Seen by Month's End
-----------------------------------------------------------------
The Wall Street Journal's Gina Chon reports that people familiar
with the matter said Friday talks between UAL Corp.'s United
Airlines and Continental Airlines Inc. are picking up pace, with
parties believing a merger deal could be reached at the end of
this month or early May.

Sources told the Journal that United Airlines would be the
surviving brand if it was to merge with Continental.  The Journal
also relates if a deal goes through, the new company would be
based in Chicago, where United currently has its headquarters.

According to the Journal, people familiar with the matter said
both parties are feeling optimistic after US Airways announced
Thursday that it had ended merger talks with United.  But they
cautioned that talks could fall apart at the last minute as they
did in 2008, the last time the two airlines seriously considered a
merger, the Journal says.

Sources told the Journal a merger likely would be in the form of a
stock swap.  According to the Troubled Company Reporter, Bloomberg
News reported that people familiar with the private talks said
that under the merger UAL Chief Executive Officer Glenn Tilton,
62, would become chairman while Continental CEO Jeff Smisek, 55,
would become CEO.

The Journal notes UAL has a market capitalization of
$3.85 billion, while Continental has a market value of about
$3 billion.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


ANF ASBURY: Gets Interim Access to PA Asbury's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, ANF Asbury Park, LLC, to use cash
collateral in which PA Asbury, LLC, claims an interest in.

A final hearing on cash collateral use is set for May 12, 2010, at
10:00 a.m., at Courtroom 5B, 5th Floor.

The Debtor has sought permission to access the cash collateral
until May 31.

The Debtor is the owner of 234-unit apartment building community
Asbury Park Apartments in Miami Gardens, Florida.  The property is
subject to numerous lease agreements which provide the Debtor
rental income, which are cash collateral.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors will
grant PA Asbury a first-priority lien on all rents
and other proceeds received by the Debtor or its agents after the
petition date arising from or relating to the property.  As
additional adequate protection, PA Asbury is authorized to
deduct these monthly payments: (i) interest to the lender under
the note at the non-default rate of interest; (ii) real property
taxes; (iii) insurance; and (iv) lock box account fees.

Irvine, California-based ANF Asbury Park, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case
No. 10-12819).  Michael G. Spector, Esq., at the Law Offices of
Michael G. Spector, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000.


ANF ASBURY: Proposes Michael Spector as Counsel
-----------------------------------------------
ANF Asbury Park, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ the Law
Offices of Michael G. Spector as counsel.

The firm will, among other things:

   -- prepare pleadings, applications and conduct examinations
      incidental to the administration;

   -- advise the Debtor with respect to their rights, powers,
      duties and obligations as debtor-in-possession in the
      administration of the case, the management of their
      financial affairs and the management of its income and
      property; and

   -- advice and assist the Debtor with respect to compliance with
      the requirements of the Office of the U.S. Trustee.

Michael G. Spector, the proprietor of the firm, tells the Court
that prepetition, the firm received a $75,000 retainer, a portion
of which was applied to the prepetition bill.  As of the petition
date, the retainer balance was $72,238.

The hourly rates of the firm's personnel are:

     Mr. Spector                             $375
     Vicki L. Schennum, attorney             $350
     Paralegal                               $100
     Law Clerk                               $100

Mr. Spector assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Spector can be reached at:

     Law Offices of Michael G. Spector
     2677 North Main Street, Suite 800
     Santa Ana, CA 92705
     Tel: (714) 835-3130
     Fax: (714) 558-7435

                     About ANF Asbury Park, LLC

Irvine, California-based ANF Asbury Park, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case
No. 10-12819).  The Company estimated its assets and liabilities
at $10,000,001 to $50,000,000.


ARAMARK CORP: Debt Trades at Less 0.69% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 99.31 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.72 percentage points
from the previous week, The Journal relates.  The Company pays 325
basis points above LIBOR to borrow under the facility, which
matures on July 1, 2016.  The debt is not rated by Moody's while
it carries Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3
contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.


ASARCO LLC: Parent Appeals USW Reimbursement Order
--------------------------------------------------
Asarco Incorporated and Americas Mining Corporation notify Judge
Schmidt that they will take an appeal to the United States
District Court for the Southern District of Texas of his
March 18, 2010 ruling for the amendment of procedures for the
reimbursement of certain professional fees and expenses incurred
by the United Steelworkers, and all adverse orders, rulings,
decrees, opinions, and judgments leading up to, merged into or
included within the Order.

At ASARCO LLC's behest, Bankruptcy Judge Schmidt entered an
amended order authorizing the Debtors to pay certain professional
fees and expenses incurred by the United Steelworkers.  The
Parent's objection to the request is overruled in all respects.

Among the modifications noted in the Amended Reimbursement
Procedures Order are:

  -- the increase of the Aggregate Union Fee Cap to $1,500,000;
     and

  -- the inclusion in the professional activities for which fees
     are authorized of (i) participation in the plan of
     reorganization process, and (ii) negotiations and
     litigation, including appellate litigation relating to a
     new collective bargaining agreement and the 2007 ASARCO
     request to approve New Collective Bargaining Agreement with
     Unions.

Fees will be limited to the period through the date of the
confirmation of the Parent's Plan of Reorganization, the Court
clarifies.  To the extent the fees for the USW professionals'
activities through confirmation exceed the increased Aggregate
Union Fee Cap, the USW will designate the allocation between
professionals and periods for which it seeks reimbursement up to
the Aggregate Union Fee Cap.

The Court doesn't see the need to resolve the issues under the
National Labor Relations Act raised by the Parent or to interpret
the NLRA.  Judge Schmidt notes that he has no jurisdiction over
claims raised by the Parent under the NLRA and any determination
by the Bankruptcy Court of those issues under the NLRA would not
be binding on the tribunal charged with the enforcement of that
law, the National Labor Relations Board.

                       About Asarco LLC

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.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Fulbright Wants 10% Fee Enhancement
-----------------------------------------------
Fulbright & Jaworski L.L.P asks the Court to allow it a 10% fee
enhancement of the $6,054,135 aggregate fees it incurred for the
period from September 12, 2005, through December 9, 2009.  The
requested enhancement amounts to $605,413.

Louis R. Strubeck, Esq., at Fulbright & Jaworski L.L.P., in
Dallas, Texas -- lstrubeck@fulbright.com -- contends that as
special local counsel for the Official Committee of Unsecured
Creditors, Fulbright & Jaworski played an active, significant and
beneficial role in the litigation of the fraudulent transfer
dispute regarding Southern Peru Copper Corporation.

He contends that the firm made a significant and substantial
contribution to the Debtors' almost unprecedented recovery for
the benefit of its unsecured creditors.

"Fulbright & Jaworski's strategic insight, guidance and other
efforts contributed to what ultimately resulted in a full
recovery for unsecured creditors -- a result that was
unfathomable earlier in the case," Mr. Strubeck says.

                  Union Professionals Seek Fees

Two additional professionals retained in connection with the
Debtors' bankruptcy cases ask the Court to allow their fees and
expenses:

                            Fee         Requested   Requested
Professional               Period          Fees      Expenses
------------              -----------   ---------   ---------
Cohen, Weiss and          08/11/05 to    $877,909      92,051
Simon LLP                 11/14/09

Potok and Co., Inc.       07/01/06 to     695,000          --
                          11/15/09

Cohen Weiss serves as counsel to the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union AFL-CIO.  Potok is the
Union's investment banker and financial advisor.

                       About Asarco LLC

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.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: BW Wants to Intervene on Claim Payment Error
--------------------------------------------------------
Creditor BW Services notified the Court and parties-in-interest
through a letter that its claim has been paid in error by Plan
Administrator Mark A. Roberts to ASM Capital, notwithstanding
BW's timely filed objection.

The Plan Administrator paid ASM Capital $207,580 for BW's Claim,
which ASM Capital previously bought for $23,112, according to
Joseph A. Delafield, Esq., in Lake Charles, Louisiana --
jadelafield@bellsouth.net

Mr. Delafield relates that although BW originally agreed to
assign to ASM Capital its Claim against the Debtors, BW decided
against the assignment, and pursuant to Notice of Transfer, so
notified both the Clerk of the Court and ASM Capital.

BW Services filed its objection to the assignment received in the
Clerk's office on July 11, 2008, Mr. Delafield says.  He adds
that BW never cashed ASM's $23,112 check, the original of which
is dated June 27, 2008.

Following notice to the Clerk and ASM Capital, Mr. Delafield
discloses that BW received a sticker reply of ASM Capital, which
explicitly seeks to have BW redeposit the ASM check, and "You
have no right to cancel contract."

Contrary to the language of the sticker, Mr. Delafield relates
that a subsequent letter by Mike Knowles of ASM Capital, dated
July 21, 2008, acknowledged the efforts of ASM Capital to
renegotiate the contractual relationship between BW and ASM
Capital.  No additional correspondence was exchanged between the
parties, and BW fully expected to receive its payment from the
bankruptcy proceedings of ASARCO, according to Mr. Delafield.

The Debtors' claims register reflects BW's Claim No. 10006140 as
"to be resolved," Mr. Delafield notes.  "Suffice it to say this
claim was not subjected to any resolution, instead ASM filed its
own Proof on July 14, 2008.  Please note, however, the return
receipt reflective of the Clerk's receipt of the BW Services
objection on July 11, 2008," he tells the Court.

The Claim is a significant issue for the continued viability of
BW, and obviously ASM Capital has been paid in error since it has
absolutely has no interest in the Claim, Mr. Delafield argues.

Unquestionably, ASM Capital knew at the time it received the
$207,580 payment from the Plan Administrator that it did not
possess a legitimate claim to the BW's Claim, Mr. Delafield
emphasizes.  He adds that since its receipt of payment from the
Plan Administrator, ASM Capital also knows BW has not cashed the
$23,112 ASM check.

"ASM has absolutely no equitable or legal position to assert in
this matter," Mr. Delafield tells Judge Schmidt.  "This letter is
being forwarded to each of you with the hope your offices may
intervene in order to correct this significant error."

                       About Asarco LLC

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.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BERRY PLASTICS: Moody's Assigns 'Caa1' Rating on $300 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the new
$300 million second priority senior secured notes of Berry
Plastics Corporation and affirmed the B3 Corporate Family Rating
and stable ratings outlook.  Additional instrument ratings are
detailed below.

The proceeds of the new notes will be used to repay the
outstanding balance under the company's revolving credit
facilities and for other general corporate purposes.

Berry's B3 Corporate Family Rating reflects weakness in certain
credit metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

Strengths in Berry's competitive profile include its scale,
concentration of sales in food and beverage packaging and
potential synergies from the Pliant acquisition longer term.  The
company's strengths also include moderate liquidity and a strong
competitive position in rigid plastic containers.  Berry also has
a history of producing innovative products despite the large
percentage of commodity products.

The stable outlook reflects anticipated long term benefits from
acquisition synergies, cost cutting, and improvements in the
competitive and operating environment.  Although the company will
likely experience some short term pressure from rising input
costs, lags in contractual cost pass throughs and continued
weakness in certain segments, Berry should be able to realize
benefits from synergies for recent acquisitions, cost cutting and
eventual stability in the operating and competitive environment
longer term.

Moody's took these rating actions for Berry Plastics Corporation:

  -- Assigned $300 million second priority senior secured notes
     due 2018, Caa1 (LGD 4, 66%)

  -- Affirmed $1,200 million senior secured term loan due 2015, B1
     (LGD 3, 32% from LGD 2, 29%)

  -- Affirmed $680 million first priority senior secured floating
     rate notes due 2015, B1 (LGD 3, 32% from LGD 2, 29%)

  -- Affirmed $370 million first priority senior secured 8.125%
     notes due 2015, B1 (LGD 3, 32% from LGD 2, 29%)

  -- Affirmed $775 million second priority senior secured 8.875%
     notes due 2014, Caa1 (LGD 4, 66%, from LGD 5, 75%)

  -- Affirmed $225 million second priority senior secured floating
     rate notes due in 2014, Caa1 (LGD 4, 66%, from LGD 5, 75%)

  -- Affirmed $265 million senior subordinated notes due 2016,
     Caa2 (LGD 6 92%)

  -- Affirmed Corporate Family Rating, B3

  -- Affirmed Probability of Default Rating, B3

  -- Affirmed Speculative Grade Liquidity Rating, SGL-3

Moody's took these rating actions for Berry Plastics Group, Inc.:

  -- Affirmed $500 million senior unsecured term loan due 2014
     ($77 million outstanding), Caa2 (LGD 6, 96%)

The rating outlook is stable.

The ratings are subject to receipt and review of the final
documentation.

Based in Evansville, Indiana, Berry Plastics Corporation is a
supplier of plastic packaging products, serving customers in the
food and beverage, healthcare, household chemicals, personal care,
home improvement, and other industries.  Net sales for the twelve
months ended January 2, 2010, totaled approximately $3.2 billion.


BERRY PLASTICS: S&P Assigns 'CCC' Rating on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
senior secured debt rating to Berry Plastics Corp.'s proposed
offering of $300 million of second-priority senior secured notes
due 2018.  The recovery rating is '6', indicating S&P's
expectation for negligible (0%-10%) recovery for the holders of
these notes in the event of a payment default.

At the same time, S&P is affirming all its ratings on Berry and
its holding company parent Berry Plastics Group Inc. Pro forma for
the proposed debt issue and the expected repayment of revolving
credit facility borrowings, as of April 3, 2010, Berry had total
adjusted debt of about $4.5 billion.  S&P adjusted debt to include
about $260 million of capitalized operating leases and
approximately $60 million in parent company debt as of that date.

"Steady demand for the majority of Berry's products, together with
expectations for continued good operating performance and the
realization of acquisition synergies should keep credit measures
within a band appropriate for the ratings, including FFO to debt
of 5%-10%, and assure that liquidity remains adequate," said
Standard & Poor's credit analyst Cynthia Werneth.

Proceeds of the proposed debt issue will be used for general
corporate purposes, which may include acquisitions, debt
refinancing, and capital spending.

S&P could lower the ratings if liquidity narrows significantly due
to high resin costs, a sharp spike in interest rates, other
reasons, or in connection with a large debt-financed acquisition
that strains leverage and liquidity.  An upgrade is unlikely
within the next two years.


BI-LO LLC: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
BI-LO, LLC, and a rating of B2 to its proposed $200 million term
loan.  These ratings are subject to the company's emergence from
bankruptcy proceedings and closing of its proposed capitalization,
as outlined in the Plan of Reorganization filed March 22, 2010.
The company expects to emerge from bankruptcy in May 2010.

The ratings reflect BI-LO's high leverage and moderately weak
metrics, moderate operating risk in the near term, good franchise
position in a market that is already well-penetrated by
competitors, modest amounts of funded debt and good liquidity
characterized by an expectation that the company will generate
operating cash flow which will be used to reduce debt.

The rating outlook is stable and reflects the expectation that
there will be no material change in BI-LO's profitability or in
industry conditions over the near term, causing credit metrics to
remain near current levels.

Moody's assigned these ratings and points estimates to BI-LO:

* Corporate Family Rating of B1

* Probability of Default Rating of B1

* $200 million Senior Secured Term Loan maturing 2015 rated B2
  (LGD 4, 65%)

This is the first rating for BI-LO, LLC, following its
reorganization under Chapter 11 of the US Bankruptcy Code.

BI-LO, LLC, headquartered in Mauldin, South Carolina, is a leading
regional supermarket operator in the Southeastern U.S.  The 207
stores which will emerge from bankruptcy in May 2010 generated
revenues of approximately $2.5 billion over the last 12 months.
The company is privately owned and controlled by an affiliate of
Lone Star, a private equity investor headquartered Dallas, Texas.


BMD LONG: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BMD Long Beach, LLC
        11726 San Vicente Blvd., Suite 290
        Los Angeles, CA 90049

Bankruptcy Case No.: 10-25356

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Robert S. Altagen, Esq.
                  Law Offices of Robert S. Altagen
                  1111 Corporate Ctr Dr #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  E-mail: rsaink@earthlink.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb10-25356.pdf

The petition was signed by Bryan Mashian, managing member.


BRIER CREEK: Financial Woes Blamed for Chapter 11 Filing
--------------------------------------------------------
Brier Creek FC, LLC, doing business as The Exchange at Brier
Creek, filed for Chapter 11 on April 20, 2010 (Bankr. S.D. Ind.
Case No. 10-05645).  The petition says that assets and debts are
each up to $50,000,000.  Wendy D. Brewer, Esq., at Barnes &
Thornburg LLP, represents the Debtor in its Chapter 11 effort.

Scott Olson at Indianapolis Business Journal reports that Brier
Creek is the second residential project of Flaherty & Collins
Properties to file for bankruptcy.  According to the report, a
person familiar with filing said the Company blamed financial
troubles on an outside management company it used before turning
those responsibilities over to its Flaherty & Collins Management
division.

Brier Creek FC LLC is a local development firm.  The Company said
it owes $3 million to Indianapolis-based LC Investors LLC, and
$1.2 million to Flaherty & Collins Development.


BROADWAY BANK: Closed; MB Financial Bank NA Assumes All Deposits
----------------------------------------------------------------
Broadway Bank of Chicago, Illinois, was closed on April 23, 2010,
by the Illinois Department of Financial and Professional
Regulation - Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Broadway Bank.

The four branches of Broadway Bank reopened on Saturday, April 24,
as branches of MB Financial Bank, National Association.
Depositors of Broadway Bank will automatically become depositors
of MB Financial Bank, National Association.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers should continue to use their
existing branch until they receive notice from MB Financial Bank,
National Association that it has completed systems changes to
allow other MB Financial Bank, National Association branches to
process their accounts as well.

As of Dec. 31, 2009, Broadway Bank had around $1.2 billion in
total assets and $1.1 billion in total deposits.  MB Financial
Bank, National Association did not pay the FDIC a premium for the
deposits of Broadway Bank.  In addition to assuming all of the
deposits of the failed bank, MB Financial Bank, National
Association agreed to purchase essentially all of the assets.

The FDIC and MB Financial Bank, National Association entered into
a loss-share transaction on $878.4 million of Broadway Bank's
assets.  MB Financial Bank, National Association will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers. For more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-887-7340.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/broadway.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $394.3 million.  MB Financial Bank, National Association's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives.  Broadway Bank is
the 52nd FDIC-insured institution to fail in the nation this year,
and the fifth in Illinois.  The last FDIC-insured institution
closed in the state was Amcore Bank, National Association,
Rockford, earlier on April 23, 2010.


BULOVA TECH: Section 341(a) Meeting Scheduled for May 14
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Bulova
Tech Riverside LLC's creditors on May 14, 2010, at 2:30 p.m.  The
meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC
Riverside II, LLC, filed for Chapter 11 bankruptcy protection on
April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500).  David S.
Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, EarthFirst Technologies Incorporated,
filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639).


BUTTRUM GOODYEAR: Taps Lake & Cobb as Bankruptcy Counsel
--------------------------------------------------------
Buttrum Goodyear Commerce Center, LLC, has sought permission from
the U.S. Bankruptcy Court for the District of Arizona to employ
Lake & Cobb, PLC, as bankruptcy counsel.

Lake & Cobb will appear before the Court, negotiate, formulate a
plan of reorganization, and perform other legal services as will
become necessary in the course of the proceedings.

Lake & Cobb will be paid based on the hourly rates of its
personnel:

     Don C. Fletcher                  $300
     Sheryl L. Andrew                 $225
     Partners                      $275-$325
     Associates                    $200-$275
     Paralegals                       $150
     Legal Assistants               $60-$125

To the best of the Debtor's knowledge, Lake & Cobb is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Phoenix, Arizona-based Buttrum Goodyear Commerce Center, LLC,
filed for Chapter 11 bankruptcy protection on April 13, 2010
(Bankr. D. Ariz. Case No. 10-10712).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


CELEBRITY RESORTS: Farmington Wants Case Dismissed or Converted
---------------------------------------------------------------
Secured creditor, Farmington Bank, asks the U.S. Bankruptcy Court
for the Middle District of Florida to dismiss or, in the
alternative, convert the Chapter 11 case of Celebrity Resorts,
LLC, et al.

Farmington Bank said that the Debtors' business has no reasonable
likelihood of rehabilitation.

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  R Scott Shuker, at Latham Shuker Eden & Beaudine
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CELEBRITY RESORTS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Celebrity Resorts, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $12,122,467
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,898,532
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $100
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $425,332
                                 -----------      -----------
        TOTAL                    $12,122,467      $16,323,964

In a separate schedules filing, Celebrity Resorts, Inc., a debtor-
affiliate, listed $0 in assets and $10,920,413 in liabilities.

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  R Scott Shuker, at Latham Shuker Eden & Beaudine
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CELEBRITY RESORTS: Taps Latham Shuker as Bankruptcy Counsel
-----------------------------------------------------------
Celebrity Resorts, LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Florida for permission to employ Latham
Shuker Eden & Beaudine LLP as counsel.

Latham Shuker will, among other things:

   -- advise the Debtors of their rights and duties in the
      Chapter 11 cases;

   -- prepare pleadings related to the cases, including a
      disclosure statement and a plan of reorganization; and

   -- take any and all other necessary actions incident to the
      proper preservation and administration of the estates,
      including co-counsel in insurance litigation.

R Scott Shuker, Esq., a partner at Latham Shuker, tells the Court
that the firm has received a $124,640 advance fee for postpetition
services and expenses.  The Debtors had paid Latham Shuker $72,764
for its prepetition services.

Mr. Shuker said that the firm's hourly rates range from $450 for
its most experienced attorney to $100 for its most junior
paraprofessionals.

Mr. Shuker assures the Court that Latham Shuker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Shuker can be reached at:

     Latham Shuker Eden & Beaudine LLP
     P.O. Box 3353
     Orlando, FL 32802
     Tel: (407) 481-5800
     Fax: (407) 481-5801
     E-mail: bankruptcynotice@lseblaw.com

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


CELEBRITY RESORTS: U.S. Trustee Unable to Form Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Middle District of Florida that until further notice, it
will not appoint an official committee of unsecured creditors in
the Chapter 11 case of Celebrity Resorts, LLC, et al.

The U.S. Trustee said that there were insufficient indications of
willingness from the unsecured creditors to serve in the
committee.

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  R Scott Shuker, at Latham Shuker Eden & Beaudine
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CENTURYTEL INC: Fitch Puts Issuer Default Rating on Negative Watch
------------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of CenturyTel,
Inc., and Embarq Corporation on Rating Watch Negative.
Simultaneously, Fitch has placed the IDRs of Qwest Communications
International, Inc., and its subsidiaries on Rating Watch
Positive.  Certain security ratings of Qwest Corporation, Embarq,
Embarq local telephone subsidiaries, and the senior secured credit
facility at Qwest were affirmed with a Stable Outlook.  Other
actions pertaining to certain security classes are outlined at the
end of this release.

The action reflects the proposed merger of CenturyTel (which does
business as CenturyLink) and Qwest in an all stock transaction, as
announced on April 22, 2010.  The terms of the transaction call
for CenturyTel to exchange 0.1664 shares of common stock for each
outstanding share of Qwest, and represents a 15% premium over
Qwest's closing stock price on April 21, 2010.  The enterprise
value of the transaction is approximately $22.4 billion, including
the assumption of $11.8 billion of Qwest net debt outstanding as
of Dec. 31, 2009.  Fitch estimates the transaction multiple is
approximately 5.0 times based on Qwest's 2009 EBITDA before
synergies, and 4.5x after synergies.  CenturyTel estimates
operating cost synergies approximating $575 million will be
realized over a three to five year time period.  Following the
merger, CenturyTel's shareholders will own slightly over 50% of
the company following the merger and four Qwest directors will
join CenturyTel's existing board of directors.  The transaction is
expected to close in the first half of 2011, following the
customary regulatory and shareholder approvals.

In evaluating the final ratings, Fitch will take into account the
proposed synergies and integration costs incorporated into the
transaction, the outcome of the regulatory approval process,
expectations for the merged company's future financial performance
and the underlying operating environment as it affects the
company's wireline-based business.  Pro forma 2009 net leverage
for the two companies, excluding synergies, was relatively strong
at approximately 2.4x.  However, through the acquisition of Qwest
(and as a key rating factor embodied in Qwest's current 'BB'
IDRs), CenturyTel's service territory will take on an increasing
urban character, and will thus be exposed to more intense
competitive forces and higher levels of technology substitution.

CenturyTel's total debt was $7.754 billion at Dec. 31, 2009, an
amount that included $500 million of maturing long-term debt.  In
addition, CenturyTel's balance sheet reflected approximately
$162 million in cash and cash equivalents.  Financial flexibility
is provided through two revolving credit facilities: a
$728 million revolving credit facility that matures in December
2011 at CenturyTel, which had approximately $291 million
outstanding on Dec. 31, 2009, and an $800 million undrawn
revolving credit facility due in May 2011 at Embarq.  The
principal financial covenants in CenturyTel's credit facility
limit debt to EBITDA for the past four quarters to no more than
4.0x and EBITDA to interest plus preferred dividends (with the
terms as defined in the agreement) to no less than 1.5x.  The
primary financial covenant in the Embarq facility limits its
leverage to 3.25x.  Fitch expects CenturyTel to put in place a new
revolving credit facility at the close of the merger.

In Fitch's view, CenturyTel is expected to have the financial
flexibility to manage upcoming maturities due to its free cash
flow and credit facilities.  In 2010, $500 million in debt matures
and is expected to be retired from free cash flow and a modest
level of borrowing on the revolver.  In 2011, debt maturities
total $303 million (including the $291 million on CenturyTel's
credit facility).

Qwest had $14.2 billion in debt outstanding and approximately
$2.4 billion in cash on Dec. 31, 2009.  Qwest's leverage was
somewhat elevated due to two note issuances during 2009, totaling
approximately $1.4 billion, the proceeds from which are expected
to refinance 2010 scheduled maturities.  In 2010, Qwest's
remaining maturities include approximately $65 million of
maturities at Qwest Capital Funding, Qwest Corporation's
$500 million term loan, and Qwest Communications International's
$1.265 billion of senior unsecured convertible notes due in 2025
which can be put to the company in November 2010.  In 2011, a
total of approximately $1 billion in debt matures.  Qwest's
$1.035 billion senior secured revolver is scheduled to mature in
September 2013; however, the facility has a change of control
provision and is thus expected to be terminated upon the
completion of the merger.  The primary financial covenant in the
amended facility limits Qwest's leverage to no more than 5.0x and
Qwest Corporation's leverage to no more than 2.5x.

Fitch believes CenturyTel will have adequate financial flexibility
after the close of the merger to manage upcoming maturities owing
to the new credit facility to be put into place, and anticipated
annual free cash flow approximating $1.4 billion.

The CenturyTel ratings placed on Rating Watch Negative are:

CenturyTel

  -- Long-term Issuer Default Rating 'BBB-';
  -- Senior unsecured revolving credit facility 'BBB-';
  -- Senior unsecured debt 'BBB-';
  -- Short-term IDR 'F3';
  -- Commercial paper 'F3'.

Embarq

  -- Long-term IDR 'BBB-'.

Carolina Telephone & Telegraph

  -- IDR 'BBB-'.

Embarq - Florida, Inc.

  -- IDR 'BBB-'.

Ratings affirmed with a Stable Outlook are:

Embarq

  -- Senior unsecured notes at 'BBB-';
  -- Bank facility at 'BBB-'.

Carolina Telephone & Telegraph

  -- Debentures at 'BBB-'.

Embarq - Florida, Inc.

  -- First mortgage bonds at 'BBB'.

The Qwest ratings placed on Rating Watch Positive are:

Qwest Communications International, Inc.

  -- IDR 'BB';
  -- Senior unsecured notes (guaranteed by QSC) 'BB+';
  -- Senior convertible senior notes 'BB'.

Qwest Corporation

  -- IDR 'BB'.

Qwest Services Corporation

  -- IDR 'BB'.

Qwest Capital Funding

  -- IDR 'BB';
  -- Senior unsecured notes 'BB'.

The Qwest ratings affirmed with a Stable Outlook are:

Qwest Communications International, Inc.

  -- Senior secured credit facility at 'BBB-'.

Qwest Corporation

  -- Senior term loan at 'BBB-';
  -- Senior unsecured notes at 'BBB-'.


CENTURYTEL INC: S&P Puts 'BB' Corp. Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings services said it placed its ratings on
Monroe, La.-based incumbent local exchange carrier CenturyTel Inc.
on CreditWatch with negative implications, including the 'BBB-'
corporate credit, 'A-3' commercial paper, and all other issue
ratings.  At the same time, S&P placed the 'BB' corporate credit
rating on Denver-based ILEC Qwest Communications International
Inc. on CreditWatch with positive implications.

The CreditWatch placements follow the announcement that CenturyTel
and Qwest have signed a definitive agreement under which
CenturyTel will acquire Qwest in a tax-free, stock-for-stock
transaction.  CenturyTel shareholders will own approximately 50.5%
and Qwest shareholders will own 49.5% of the combined company.

S&P also placed the senior secured and unsecured debt at Qwest
Communications International Inc. and Qwest Capital Funding Inc.
on CreditWatch with positive implications.  Additionally, S&P
placed the senior unsecured debt at Qwest subsidiary Qwest Corp.
on CreditWatch with developing implications, meaning that S&P
could raise or lower the ratings.  Issue-level ratings at the
Qwest entities will depend on the outcome of the overall corporate
credit rating review, the ultimate capital structure of the
combined entity, and S&P's recovery analysis.

"The CreditWatch listings are based on S&P's preliminary view that
if the merger is consummated under the proposed terms," said
Standard & Poor's credit analyst Allyn Arden, "S&P anticipate the
corporate credit rating of the merged entity to likely be either
'BB+' or 'BB'."  The transaction is subject to shareholder and
regulatory approvals and S&P expects it to close in the first half
of 2011.

"In resolving the CreditWatch, S&P will meet with management to
review its business and financial strategies, including evaluating
the prospective financial policy of the combined entity," added
Mr. Arden.  S&P currently expects that if the transaction is
completed as planned, the corporate credit rating on the combined
entity is likely to be 'BB+' or 'BB'.


CHARTER COMMS: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 95.71 cents-on-the-dollar during the week ended Friday, April
23, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.60 percentage points from the previous week, The Journal
relates.  The Company pays 262.5 basis points above LIBOR to
borrow under the facility.  The debt matures on March 6, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a BB+ rating, on the bank debt.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditor.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHEMTURA CORP: Court Grants Stay to Uniroyal Retirees
-----------------------------------------------------
Bankruptcy Law360 reports that the federal judge overseeing
Chemtura Corp.'s bankruptcy has granted a stay to hundreds of
Uniroyal Inc. retirees facing the loss of their health insurance
and suggested that the class of retirees, who contend that their
benefits are vested, may not need to rely on an appeal to get
their day in court.  On Wednesday, Judge Robert E. Gerber of the
U.S. Bankruptcy Court for the Southern District of New York
admitted that he made a mistake when denying the stay, according
to Law360.

Meanwhile, the U.S. government has urged a federal court not to
let Chemtura Corp. off the hook for millions of dollars' worth of
environmental liabilities stemming from seven Superfund sites,
according to Bankruptcy Law360.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News.  The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: White House Advances Schedule to Sell Chrysler Stake
------------------------------------------------------------------
American Bankruptcy Institute reports that the White House has
accelerated the schedule for selling the U.S. government's stakes
in General Motors Co. and Chrysler Group LLC, after both companies
reported what they declared positive financial developments.

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At December 31, 2009, GM had total assets of US$136.295 billion
against total liabilities of US$107.340 billion.  At December 31,
2009, total equity was US$21.249 million.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Committee Retains Experts for Daimler Litigation
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Chrysler LLC's
case sought and obtained the Court's authority to retain certain
experts in connection with an ongoing litigation involving the
Debtors' parent, Daimler AG f/k/a
DaimlerChrysler.

In June 2009, the Committee began an investigation into the
existence and viability of potential claims and causes of action
arising out of the prepetition restructuring and subsequent sale
of Chrysler LLC to Cerberus Capital Management.

The Committee relates that it ultimately determined that the
transactions orchestrated by the Debtor's parent with the
assistance of other Daimler entities or directors were improper
and that the Debtors' estate possesses claims against the "Daimler
Defendants" that are meritorious and have enormous potential
value.

The Court subsequently issued an order authorizing the Committee
to file a complaint against the Daimler Defendants and to
prosecute the litigation on behalf of the Debtors' estate.

The Committee notes that on the effective date of the Debtors'
Chapter 11 Plan of Liquidation, the Daimler Litigation will be
assigned to the Liquidation Trust who will succeed to the
interests of the estates in the Daimler Litigation.

As part of the Litigation Manager's responsibilities relating to
the Daimler Litigation, the Litigation Manager will be vested with
the authority to retain, solely in connection with the Daimler
Litigation and without further order of the Court, expert
witnesses, translators and other non-legal professionals to assist
in carrying out its duties in connection with the Daimler
Litigation.

Hence, the Plan vests the Litigation Manager with the authority,
without further order of the Court, to retain expert witnesses and
compensate those experts from the Daimler Fund after the Effective
Date.

Although the Effective Date appears to be imminent, it could be
delayed for various reasons and because of the magnitude and
complexity of the issues in the Daimler Litigation and the volume
of the documents received by the Committee so far, and the pending
motions to dismiss filed by the Defendants, the Committee
determined that it is in the best interests of the Debtors' estate
to immediately retain consulting experts to assist with the
prosecution of the Daimler Litigation.

Accordingly, because the Effective Date has not yet occurred, the
Committee sought interim authority pursuant to Section 363(b)(1)
of the Bankruptcy Code authorizing the Committee to enter into
agreements with one or more experts to serve as confidential
consulting or testifying experts in connection with the ongoing
Daimler Litigation.

Assuming the Effective Date is not significantly delayed, the
Experts will be compensated for their pre-Effective Date fees and
expenses from a "Daimler Fund" pursuant to the terms of the Plan
without the need for further Court order.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Rejected Dealers Want Docs. for Arbitration Process
-----------------------------------------------------------------
Certain rejected dealers sought and obtained the U.S. Bankruptcy
Court's permission to file, under seal, a request to permissively
intervene in the Debtors' bankruptcy proceeding for the limited
purpose of seeking an order unsealing certain documents utilized
or filed in the proceeding, and modifying (i) the Court's June 29,
2009 order confirming confidentiality of exhibits and directing
court clerk to maintain those exhibits under seal, and (ii) the
Court's August 25, 2009 stipulated confidentiality agreement and
protective order, to the extent that the Orders prevent the
Rejected Dealers from utilizing certain documents produced in
discovery and utilized at various hearings in pending arbitrations
before the American Arbitration Association, and to the extent
where the granting of the Application will protect the Debtors'
interests in the Information.

The Rejected Dealers are:

  -- Eagle Anto Mall Corp.;
  -- Island Jeep Incorporated;
  -- Matthews on the Parkway, Inc.;
  -- Mauro Motors Inc.;
  -- Miller Motor Car Corp.;
  -- William T. Pritchard, Inc.;
  -- Scotia Motors;
  -- Tarbox Chrysler Jeep, LLC;
  -- Tarbox Motors, Inc.;
  -- Tenafly Chrysler Jeep, Inc.;
  -- Terry Chrysler Jeep, Inc.;
  -- Westminster Dodge, Inc.;
  -- Jim Boast Boast Dodge, Inc.;
  -- Cook Jeep Chrysler, Inc.;
  -- FT Automotive II, LLC;
  -- FT Automotive IV, LLC;
  -- South Shore Chrysler; and
  -- 23 Auto Group LLC.

Steven Blatt, Esq., at Bellavia Gentile & Associates, LLP, in
Mineola, New York, relates that the Consolidated Appropriations
Act of 2010 includes a provision under which owners of automobile
dealerships can use a binding arbitration process administered by
the American Arbitration Association to seek reinstatement if
their businesses were closed by automobile manufacturers during
the implementation of the Emergency Economic Stabilization Act of
2008.

Specifically, the new law provides a 180-day period for
dealerships, manufacturers, and independent arbitrators to
conclude dealership claims that their sales-and-service franchises
should be restored by their respective manufacturers.

In connection with the new legislation, each of the Rejected
Dealers has filed a Demand for Arbitration with the AAA under the
Automobile Industry Special Binding Arbitration Program as against
Chrysler Group LLC, Mr. Blatt informs the Court.  He contends that
a number of the documents produced by the Debtors in the
bankruptcy proceeding are materially relevant to the prosecution
and defense of the Dealer Reinstatement Arbitrations.

Certain of the documents are absolutely crucial to the Rejected
Dealers' ability to succeed in obtaining the reinstatement of
their dealerships through the arbitrations, Mr. Blatt points out.
He adds, among other things, that the sealed documents are
veritable "smoking guns."

Quality Jeep Chrysler, Inc., joins in and support the Motion to
Intervene.

                        Debtors Object

In seeking to intervene in the proceeding, the Rejected Dealers
appear to waive all claims they may have as rejected dealers
against the Debtors' estate by stating in their memorandum of law
that they "have no claim to assert in this bankruptcy proceeding,"
Corinne Ball, Esq., at Jones Day, in New York, tells Judge
Gonzalez.  She notes that when an executory contract is neither
assumed nor assigned, it is a rejected contract and is treated as
a breach of the contract giving rise to a claim against the
estate, citing Sections 365(d)(2) and (g)(1) of the Bankruptcy
Code.

Intervention is therefore needed, if at all, only if the Rejected
Dealers have waived or are waiving those claims, Ms. Ball asserts.
She also argues that the Rejected Dealers are attempting to
circumvent discovery limitations contained in the Federal Dealer
Arbitration Act.

Hence, the Debtors ask the Court to deny the Rejected Dealers'
motion to modify the Court's sealing and protective order.

                         *     *     *

The Court granted the Motion to seal, and the Rejected Dealers
filed their Motion to Intervene under seal.

In another order, Judge Gonzalez ruled that a hearing will be held
on April 22, 2010, to consider the Motion to Intervene.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Lemon Law Claimants Want Official Committee
---------------------------------------------------------
Certain consumer claimants calling themselves the "Ad Hoc
Committee Seeking Fairness for Lemon Law Claimants Whose Cases
Were Settled Pre-Petition" ask the Court to appoint an Official
Committee of Lemon Law Claimants Whose Cases Were Settled
Prepetition.

The Lemon Law Claimants are consumers, who are owners of Chrysler
motor vehicles with pending Lemon Law, Breach of Warranty, or
other consumer claims.

Larry R. Hoddick, Esq., at Caronna, Johnson & Hoddick, LLP, in
Rancho Mirage, California, relates that the members of the
Official Committee of Unsecured Creditors include dealers,
suppliers and four other members, including the Union, the Pension
Benefit Guaranty Corp., and representatives for asbestos claimants
and personal injury or products liability claimants.

Notably, there are no representatives of the warranty and Lemon
Law claimants, who settled their cases with the Debtors
prepetition but were never paid pursuant to their settlement
agreements, Mr. Hoddick contends.  Hence, he alleges, the persons
comprising the Creditors Committee are inadequate to represent the
interests of the Lemon Law Claimants.  Therefore, they ask the
Court to appoint a separate committee to represent their
interests.

The Ad Hoc Committee currently represents numerous plaintiffs, who
have State Lemon Law and Magnuson Moss claims against Chrysler
where the Debtors settled the claims with the consumer plaintiffs,
thereby resolving the Lemon Law and Magnuson Moss claims
prepetition, but where Fiat S.p.A. now refuses to assume and pay
those claims and the consumer plaintiff is stuck with the
defective vehicle, Mr. Hoddick asserts.  He adds that it is
essential that an additional committee, separate and apart from
the Creditors Committee, be appointed by the United States Trustee
and be formed to adequately represent the Lemon Law Claimants.

The Court will convene a hearing on May 13, 2010, to consider the
request.  Objections are due April 28.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Resolves TSA Dispute with New Chrysler
----------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, is a party with New Chrysler
to a certain Transition Services Agreement, which sets forth the
terms and conditions of certain transition services to be provided
between the Debtors and New Chrysler from and after the
consummation of the sale of substantially all the Debtors' assets
to Fiat S.p.A.

In accordance with the TSA, New Chrysler has provided and
continues to provide, among others, corporate accounting services
and audit support, including accounts payable administration,
accounts receivable administration, accounting policies and
procedures and maintenance of general ledger.

After the Closing Date of the Sale and in connection with its
administration of the Debtors' payables under the TSA, New
Chrysler paid the fees and expenses of certain ordinary course
Professionals and certain service providers that provided services
to the Debtors after the Petition Date.  The payments totaled
approximately $3,258,727.

All Covered OCPs have filed affidavits of disinterestedness with
the Bankruptcy Court and no objections have been filed against the
Debtors' retention of the Covered OCPs.  Accordingly, the Debtors
are authorized to retain and pay the Covered OCPs consistent with
the OCP Order.

New Chrysler subsequently asked the Debtors to pay the
Reimbursement Amount to New Chrysler but the Debtors have disputed
the appropriateness of the amount.

The Parties desire to resolve all disputes relating to the
Requested Reimbursement Amount and, in a Court-approved
stipulation, agreed that the Debtors will pay to New Chrysler
$1,400,000 in full, final and complete settlement and satisfaction
of (a) the Reimbursement Amount and (b) any other amounts that New
Chrysler has paid on or before January 25, 2010, on behalf of the
Debtors to any Ordinary Course Professional or Service Provider.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Has Deal on Allocation of Rabbi Trust Funds
---------------------------------------------------------
In a Bankruptcy Court-approved stipulation, Chrysler LLC, JPMorgan
Chase Bank, N.A., in its capacity as the administrative agent
under the First Lien Credit Agreement; and Chrysler Group LLC
f/k/a as New CarCo Acquisition LLC agreed to the allocation of
certain rabbi trust funds.

Prior to the consummation of the sale of substantially all the
Debtors' assets to Fiat S.p.A., the Debtors entered into five
benefit plan trust agreements, pursuant to which certain amounts
are held by certain trustees.  A chart identifying the Rabbi
Trusts and the Trustees is available for free at:

            http://bankrupt.com/misc/ChrysRabbi.pdf

The Parties stipulated that under the Purchase Agreement of Sale,
the Rabbi Trust Funds should be allocated between the Debtors and
New Chrysler.

Pursuant to the First Lien Credit Agreement, the First Lien
Lenders have a lien on substantially all of the assets of the
Debtors' estates, including any and all interests that the Debtors
have in the Rabbi Trust Funds.

The Court previously determined that the Debtors' interests in the
Rabbi Trust Funds constitute First Lien Collateral.  Accordingly,
the First Lien Lenders hold the first priority liens in and to the
Debtors' share of the Rabbi Trust Funds and are the sole economic
party in interest with respect to the funds.

For these reasons, the First Lien Agent designated the Rabbi Trust
Funds as "Estate Assets" that the Debtors have agreed to liquidate
or collect for the benefit of the First Lien Lenders.

Pursuant to the Parties' Court-approved stipulation, the Rabbi
Trust Funds will be allocated according to these steps:

  (a) the Debtors' Share of the Rabbi Trust Funds will be 77.13%
      of the SRP Funds and the NVG Funds; and

  (b) New Chrysler's Share of the Rabbi Trust Funds will be (i)
      22.87% of the SRP Funds and the NVG Funds and (i) 100% of
      the Remaining Rabbi Trust Funds.

Accordingly, the Debtors' Share of the Rabbi Trust Funds would be
$4,854,228, and New Chrysler's Share of the Rabbi Trust Funds
would be $4,972,408.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CINCINNATI BELL: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Cincinnati Bell,
Inc., is a borrower traded in the secondary market at 98.40 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.65
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Sept. 1, 2012, and carries
Moody's Ba2 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Troubled Company Reporter stated on March 12, 2010, Standard &
Poor's assigned its 'B-' issue-level and a '6' recovery ratings to
Cincinnati Bell, Inc.'s proposed $400 million senior subordinated
notes due 2018.  The '6' recovery rating indicates expectations
for negligible (0%-10%) recovery in the event of a payment
default.  The company will use the issue proceeds, together with
cash on hand, to redeem the 8.375% senior subordinated notes due
2014 that are currently callable.  Ratings are based on
preliminary documentation and are subject to review of final
documents.

The TCR also said that Moody's assigned a B2 rating to Cincinnati
Bell, Inc.'s proposed $400 million senior unsecured notes
offering, to be issued under its shelf registration.   The company
expects to use the net proceeds to redeem $375 million of the
company's outstanding 8 3/8% Senior Subordinated Notes due 2014
and to pay accrued interest and call premium.

As reported by the TCR on March 8, 2010, Cincinnati Bell, Inc.,
filed its annual report on Form 10-K, showing net income of $89.8
million on $1.3 billion of revenue for 2009, compared with net
income of 102.6 million on $1.4 billion of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed $2.064
billion in assets and $2.719 billion of debts, for a stockholders'
deficit of $654.6 million.

As of Dec. 31, 2009, the Company had $2.0 billion of outstanding
indebtedness and an accumulated deficit of $3.3 billion.  The
Company incurred a significant amount of indebtedness and
accumulated deficit from the purchase and operation of a national
broadband business over the period of 1999 to 2002, which caused
outstanding indebtedness and accumulated deficit to reach their
respective year-end peaks of $2.6 billion and $4.9 billion at
December 31, 2002.  This broadband business was sold in 2003.

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.  CBB
generated $1.3 Billion in revenues in 2009.


CIRCUIT CITY: Transfer of Claims for March
------------------------------------------
The Bankruptcy Clerk recorded these claims against Circuit City
Stores Inc. changing hands in March 2010:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Eastman Kodak        Marblegate Special    1147     $3,874,428
Company              Opportunities Master
                     Fund L.P.

Olympus Corporation  Southpaw Credit       1201      5,891,051
                     Opportunity Master
                     Fund LP

Olympus Imaging      Southpaw Credit       7390     17,367,527
America Inc. a/k/a   Opportunity Master
Olympus Corporation  Fund LP

Olympus Imaging      Southpaw Credit       9006     17,367,527
America Inc. a/k/a   Opportunity Master
Olympus Corporation  Fund LP

Wells Fargo          VonWin Capital        1493        310,287
Business Credit,     Management, LP
Inc.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CITIGROUP INC: Stockholders OK Amendments to 2009 Incentive Plan
----------------------------------------------------------------
Stockholders of Citigroup Inc. on April 20, 2010, (i) approved
amendments to the Citigroup 2009 Stock Incentive Plan increasing
the number of shares authorized for issuance pursuant to awards
granted under the Plan, and (ii) ratified a Tax Benefits
Preservation Plan adopted by the board of directors of Citigroup
Inc. on June 9, 2009.

Citigroup has filed a registration statement with the Securities
and Exchange Commission relating to 715,241,042 shares of Common
Stock issuable under the Plan and Rights under the Tax Benefits
Preservation Plan that attach to each share of Common Stock
existing on June 22, 2009, or issued after June 22, 2009 and prior
to expiration of the Tax Benefits Preservation Plan, which is
scheduled to expire on June 10, 2012.

                        About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CITIZENS BANK&TRUST: Republic Bank of Chicago Assumes All Deposits
------------------------------------------------------------------
Citizens Bank&Trust Company of Chicago in Chicago, Illinois, was
closed on April 23, 2010, by the Illinois Department of Financial
and Professional Regulation - Division of Banking, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Republic Bank of Chicago in Oak Brook, Illinois, to
assume all of the deposits of Citizens Bank&Trust Company of
Chicago.

The sole branch of Citizens Bank&Trust Company of Chicago reopened
on Saturday, April 24, as a branch of Republic Bank of Chicago.
Depositors of Citizens Bank&Trust Company of Chicago will
automatically become depositors of Republic Bank of Chicago.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from Republic
Bank of Chicago that it has completed systems changes to allow
other Republic Bank of Chicago branches to process their accounts
as well.

As of Dec. 31, 2009, Citizens Bank&Trust Company of Chicago had
around $77.3 million in total assets and $74.5 million in total
deposits.  Republic Bank of Chicago will pay the FDIC a premium of
0.00013 percent to assume all of the deposits of Citizens
Bank&Trust Company of Chicago.  The FDIC as receiver will retain
most of the assets from Citizens Bank&Trust Company of Chicago for
later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-823-5017.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/citizens-bank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $20.9 million.  Republic Bank of Chicago's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  Citizens Bank&Trust Company of
Chicago is the 53rd FDIC-insured institution to fail in the nation
this year, and the sixth in Illinois.  The last FDIC-insured
institution closed in the state was Broadway Bank, Chicago,
earlier on April 23, 2010.


CLAIRE'S STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 89.02 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.70
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Claire's Stores, Inc., posted a net loss of $10,402,000 for the
fiscal year ended Jan. 30, 2010, from a net loss of $643,592,000
for the fiscal year ended Jan. 31, 2009.  Net sales were
$1,342,389,000 for the fiscal year from $1,412,960,000 the prior
year.

Claire's Stores posted net income of $19,465,000 for the fiscal
fourth quarter 2009 from a net loss of $569,537,000 for the fiscal
fourth quarter 2008.  Net sales were $410,691,000 for the quarter
from $393,013,000 the prior quarterly period.

At Jan. 30, 2010, the Company had total assets of $2,834,105,000
against total current liabilities of $181,512,000, long-term debt
of $2,313,378,000, revolving credit facility of $194,000,000,
deferred tax liability of $122,145,000, deferred rent expense of
$22,082,000 and unfavorable lease obligations and other long-term
liabilities of $35,630,000; resulting in stockholders' deficit of
$34,642,000.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.69 cents-on-the-dollar during the week ended Friday, April
23, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.56 percentage points from the previous week, The Journal
relates.  The Company pays 365 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Jan. 30, 2016, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among 199 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.


COLONIAL BANCGROUP: Activities Under Criminal Investigation
-----------------------------------------------------------
Cosby Woodruff at Montgomery Advertiser reports that the Special
Inspector General for the Troubled Asset Relief Program said a
federal criminal investigation regarding the activities of
Colonial BancGroup is ongoing.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COMMUNITY HEALTH: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
97.50 cents-on-the-dollar during the week ended Friday, April 23,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.78 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 199 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONTINENTAL AIRLINES: UAL Talks Heat Up; Deal Seen by Month's End
-----------------------------------------------------------------
The Wall Street Journal's Gina Chon reports that people familiar
with the matter said Friday talks between UAL Corp.'s United
Airlines and Continental Airlines Inc. are picking up pace, with
parties believing a merger deal could be reached at the end of
this month or early May.

Sources told the Journal United Airlines would be the surviving
brand if it was to merge with Continental.  The Journal also
relates if a deal goes through, the new company would be based in
Chicago, where United currently has its headquarters.

According to the Journal, people familiar with the matter said
both parties are feeling optimistic after US Airways announced
Thursday that it had ended merger talks with United.  But they
cautioned that talks could fall apart at the last minute as they
did in 2008, the last time the two airlines seriously considered a
merger, the Journal says.

Sources told the Journal a merger likely would be in the form of a
stock swap.  According to the Troubled Company Reporter, Bloomberg
News reported that people familiar with the private talks said
that under the merger UAL Chief Executive Officer Glenn Tilton,
62, would become chairman while Continental CEO Jeff Smisek, 55,
would become CEO.

The Journal notes UAL has a market capitalization of
$3.85 billion, while Continental has a market value of about
$3 billion.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


CONTINENTAL AIRLINES: US Airways Might Pair Up with American
------------------------------------------------------------
Jad Mouawad at The New York Times reports that US Airways'
decision to withdraw from merger talks with UAL Corp.'s United Air
Lines left unanswered questions about US Airways' long-term
ability to compete as an independent carrier and leads to
speculation that it might pair up with American Airlines.

US Airways and American Airlines declined to comment on
speculation about a potential combination.

The NY Times notes US Airways has been considered the weakest of
the major network airlines.  It has fewer international routes
than its network competitors, while it competes head to head with
Southwest Airlines in many domestic markets.

As reported by the Troubled Company Reporter on April 23, 2010, US
Airways on Thursday said it was ending merger discussions with
United.  Various reports note that US Airways' withdrawal clears
the path for rival talks between Continental Airlines and United.

The NY Times and Bloomberg News relate that a merger of
Continental and United would, if successful, create the nation's
biggest network carrier.  It would leapfrog Delta Air Lines, which
combined with Northwest two years ago.  The NY Times also relates
a Continental-United combination would have a global network as
well as domestic hubs that crisscross the United States, from San
Francisco to New York, Chicago to Houston.

The NY Times also relates that a potential United-Continental deal
would put American Airlines, which had been the biggest network
airline until it was overtaken by Delta, at a further
disadvantage.  The NY Times explains that while American's
executives have repeatedly stressed that they see no need to jump
into the merger game, analysts have expressed frustration at the
company's go-slow approach to reducing costs and expanding
revenues.

"I think we have a strong network today," the NY Times quotes
Gerard Arpey, the chairman of the AMR Corporation, American's
parent company, as saying at a conference call Wednesday, "We are
not necessarily threatened by talk of consolidation in the
industry."

According to NY Times, some analysts were not persuaded that
American could stand still while getting knocked down to third
place among airlines that have both domestic and international
routes.

"AMR has historically been very conservative, but the industry is
changing dramatically around them," said Hunter K. Keay, an
airline analyst at Stifel Nicolaus, according to The NY Times.
"AMR cannot afford to sit and watch their competition pass them
by."  According to NY Times, Mr. Keay suggested that a marriage of
American and US Airways would make sense because the companies
have complementary networks.

As reported by the TCR on April 13, 2010, Susan Carey and Dennis
Berman at The Wall Street Journal said AMR's CEO Gerard Arpey has
said he doesn't believe a United Airlines-US Airways merger would
be a problem for his carrier.  The Journal reported that Mr. Arpey
said, "I don't think necessarily consolidation is the answer to
all the economic challenges the industry faces.  I don't think
it's a silver bullet."

According to the TCR on Friday, The Wall Street Journal reported
that two people with knowledge of the matter said Continental was
caught off-guard by media reports that United and US Airways were
in deep talks.  Those two sources told the Journal that Jeff
Smisek, Continental's new CEO, called Glenn Tilton, his
counterpart at UAL, and due diligence was begun on a potential
deal that would be a stock swap.  But given what happened two
years ago, when Continental rejected United as a partner, everyone
is proceeding cautiously, the sources told the Journal, adding
talks could break down.

The TCR also related that, according to Bloomberg News, people
familiar with the private talks said that under the merger UAL
Chief Executive Officer Glenn Tilton, 62, would become chairman
while Continental CEO Jeff Smisek, 55, would become CEO.  The
terms aren't final and a deal may be more than a week away, the
people said.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


COOPER-STANDARD: Davis Polk Advising Barclays, SPC
--------------------------------------------------
Davis Polk & Wardwell LLP is advising Barclays Capital, Inc. and
Silver Point Capital, L.P. in connection with Cooper-Standard
Holdings Inc.'s proposed Chapter 11 plan of reorganization and
related equity commitment agreement.

Pursuant to the terms of the equity commitment agreement, dated
March 19, 2010, Barclays Capital, Silver Point Capital and certain
other holders of Cooper-Standard's outstanding senior notes and
senior subordinated notes have agreed to make a direct investment
in common stock, preferred stock and warrants of Cooper-Standard
and to backstop a common stock rights offering that will be made
to eligible holders of Cooper-Standard's senior subordinated
notes.  The aggregate gross proceeds to Cooper-Standard will be
$355 million.  The rights offering will be effectuated through a
proposed Chapter 11 plan of reorganization, which rights offering
was approved by the United States Bankruptcy Court for the
District of Delaware.

The Davis Polk corporate and restructuring team includes partners
Christopher Mayer, Alan Dean and Timothy Graulich and associates
Brian M. Resnick, Ajay B. Lele, Brian Rooder and Brian Wolfe.
Partners Barbara Nims and Jean M. McLoughlin and associate Ron M.
Aizen are providing employment and benefits advice.  Counsel Betty
Moy Huber and associate Hayden Baker are providing environmental
advice.  Partner Paul W. Bartel II and counsel Stephen M. Pepper
are providing antitrust advice.  Partner Kathleen L. Ferrell is
providing tax advice.  All members of the Davis Polk team are
based in the New York office.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COOPER-STANDARD: Releases 2009 Annual Report
--------------------------------------------
                 Cooper-Standard Holdings Inc.
                  Consolidated Balance Sheet
                    As of December 31, 2009
                         (In Thousands)

Assets
Current assets:
Cash and cash equivalents                              $380,254
Accounts receivable, net                                355,543
Inventories, net                                        111,575
Prepaid expenses                                         22,153
Other                                                    76,454
                                                --------------
Total current assets                                    945,979

Property, plant, and equipment, net                     586,179
Goodwill                                                 87,728
Intangibles, net                                         10,549
Other assets                                            106,972
                                                --------------
Total Assets                                         $1,737,407
                                                ==============

Liabilities and Equity (Deficit)
Current liabilities:
Debt payable within one year                            $18,204
Debtor-in-possession financing                          175,000
Accounts payable                                        166,346
Payroll liabilities                                      71,523
Accrued liabilities                                      87,073
                                                --------------
Total current liabilities                               518,146

Long-term debt                                           11,059
Pension benefits                                        148,936
Postretirement benefits other than pensions              76,261
Deferred tax liabilities                                  7,875
Other long-term liabilities                              19,727
Liabilities subject to compromise                     1,261,903
                                                --------------
Total liabilities                                     2,043,907

Equity (deficit):
Common stock, $0.01 par value, 4,000,000
shares authorized at December 31, 2008 &
December 31, 2009, 3,479,100 shares issued
and outstanding at December 31, 2008,
3,482,612 shares issued and outstanding at
December 31, 2009                                            35

Additional paid-in capital                              356,316
Accumulated deficit                                    (636,278)
Accumulated other comprehensive loss                    (31,037)
                                                --------------
Total Cooper-Standard Holdings Inc. equity (deficit)   (310,964)

Noncontrolling interests                                  4,464
                                                --------------
Total equity (deficit)                                 (306,500)
                                                --------------
Total liabilities and equity (deficit)               $1,737,407
                                                ==============


                 Cooper-Standard Holdings Inc.
             Consolidated Statement of Operations
                  Year Ended December 31, 2009
                         (In Thousands)

Sales                                                $1,945,259
Cost of products sold                                 1,678,953
                                                --------------
Gross profit                                            266,306

Selling, administration & engineering expenses          199,552
Amortization of intangibles                              14,976
Impairment charges                                      363,496
Restructuring                                            32,411
                                                --------------
Operating profit (loss)                                (344,129)

Interest expense, net of interest income                (64,333)
Equity earnings                                           4,036
Reorganization items, net                               (17,367)


Other income (expense), net                               9,919
                                                --------------
Loss before income taxes                               (411,874)

Provision (benefit) for income tax expense              (55,686)
                                                --------------
Consolidated net loss                                  (356,188)
Add: Net (income) loss attributed to
      noncontrolling interests                             126
                                                --------------
Net loss attributable to
Cooper-Standard Holdings Inc.                       ($356,062)
                                                ==============


                 Cooper-Standard Holdings Inc.
             Consolidated Statement of Cash Flow
                  Year Ended December 31, 2009
                         (In Thousands)

Operating Activities:
Consolidated net loss                                 ($356,188)

Adjustments to reconcile consolidated net
loss to net cash provided by (used in)
operating activities:
Depreciation                                             98,801
Amortization of intangibles                              14,976
Impairment charges                                      363,496
Reorganization items                                     17,367
Non-cash restructuring charges                            1,268
Gain on bond repurchase                                  (9,096)
Amortization of debt issuance cost                       10,286
Deferred income taxes                                   (36,797)

Changes in operating assets and liabilities,
net of effects of businesses acquired:
Accounts receivable                                      14,886
Inventories                                               9,914
Prepaid expenses                                           (974)
Accounts payable                                         50,081
Accrued liabilities                                      27,117
Other                                                   (75,155)
                                                --------------
Net cash provided by operating activities               129,982

Investing activities:
Property, plant, and equipment                          (46,113)
Acquisition of business, net of cash acquired                 ?
Gross proceeds from sale-leaseback transaction                ?
Proceeds from sale of fixed assets                          642
Other                                                         ?
                                                --------------
Net cash used in investing activities                   (45,471)

Financing activities:
Proceeds from issuance of
debtor-in-possession financing                        175,000
Payments on debtor-in-possession financing                 (313)
Proceeds from issuance of long-term debt                      ?
Increase in short term debt, net                         24,104
Principal payments on long-term debt                    (11,646)
Proceeds from issuance of stock                              88
Debt issuance cost                                      (20,592)
Repurchase of common stock                                    ?
Repurchase of bonds                                        (737)
Other                                                       171
                                                --------------
Net cash provided by financing activities               166,075
Effects of exchange rate changes on cash                 18,147
                                                --------------
Changes in cash and cash equivalents                    268,733
Cash and cash equivalents at beginning of period        111,521
                                                --------------
Cash and cash equivalents at end of period             $380,254
                                                ==============

A full-text copy of the Debtors' 2009 Annual Report filed on Form
10-K with the Securities and Exchange Commission is available for
free at http://researcharchives.com/t/s?5fd9

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COVANTA ENERGY: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Covanta Energy
Corp. is a borrower traded in the secondary market at 98.30 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.01
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 9, 2014, and carries
Moody's Ba1 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Fairfield, New Jersey, Covanta Energy Corp. --
http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  Covanta has operations in the
Philippines, China, Costa Rica, India, and Bangladesh.


DAB41 LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: DAB41, LLC
        9645 Cherry Wood Court
        Gilroy, CA 94612

Bankruptcy Case No.: 10-44530

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Dennis Yan, Esq.
                  Law Office of Dennis Yan
                  805 Kearny St.
                  San Francisco, CA 94108
                  Tel: (415) 867-5797
                  Email: dennis@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by David Baker, managing member.


DAMIEN GILLIAMS: To Sell Flagship Marina on May 24
--------------------------------------------------
A $1.85 million foreclosure sale of Damien Gilliams' Flagship
Marina at 806 Indian River Drive is set for May 24, 2010, at the
Indian River County, according to Nadia Vanderhoof at TCPalm.com.

Damien Gilliams owns Flagship Marina.  Mr. Gilliams filed for
Chapter 11 protection to halt a $1.87 million foreclosure sale on
the Flagship.


DAVID MEARS: Files Schedules of Assets & Liabilities
----------------------------------------------------
David George Mears has filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

  Name of Schedule                   Assets           Liabilities
  ----------------                   ------           -----------
A. Real Property                   $7,100,000
B. Personal Property               $3,149,350
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $3,575,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                   -----------        -----------
TOTAL                              $10,249,350         $3,575,000

Wayne, Illinois-based David George Mears filed for Chapter 11
bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No.
10-16088).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assists the Company in its restructuring effort.


DAVID MEARS: Section 341(a) Meeting Scheduled for May 19
--------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of David
George Mears' creditors on May 19, 2010, at 1:30 p.m.  The meeting
will be held at 219 South Dearborn, Office of the U.S. Trustee,
8th Floor, Room 804, Chicago, Illinois 60604.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Wayne, Illinois-based David George Mears filed for Chapter 11
bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No.
10-16088).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assists the Company in its restructuring effort.
The Company listed $10,249,350 in assets and $3,575,000 in
liabilities.


DAVID MEARS: Taps Springer Brown as Bankruptcy Counsel
------------------------------------------------------
David George Mears has sought permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Michael
Davis and the members and associates of the law firm of Springer,
Brown, Covey, Gaertner and Davis (SBCGD) as bankruptcy counsel.

SBCGD will, among other things:

     (a) consult with the Debtor concerning the Debtor's powers
         and duties as debtor-in-possession, the continued
         operation of the Debtor's business and the management of
         the financial and legal affairs of the estate;

     (b) consult with the Debtor and with other professionals
         concerning the negotiation, formulation, preparation, and
         prosecution of a Chapter 11 plan and disclosure
         statement;

     (c) confer and negotiate with the Debtor's creditors, other
         parties in interest, and their respective attorneys and
         other professionals concerning the Debtor's financial
         affairs and property, Chapter 11 plans, claims, liens,
         and other aspects of the case;

     (d) appear in Court on behalf of the Debtor when required,
         and will prepare, file and serve such applications,
         motions, complaints, notices, orders, reports, and
         other documents and pleadings as may be necessary in
         connection with the case.

SBCGD will be paid based on the hourly rates of its personnel:

         Michael J. Davis                   $350
         Kent A. Gaertner                   $350
         David Brown                        $350
         Thomas Springer                    $350
         Joshua Greene                      $285

Michael J. Davis, a partner at SBCGD, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Wayne, Illinois-based David George Mears filed for Chapter 11
bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No.
10-16088).  The Company listed $10,249,350 in assets and
$3,575,000 in liabilities.


DAVID SMOLENSKY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: David A. Smolensky
        1657 Chapel Ridge Lane
        Mars, PA 16046

Bankruptcy Case No.: 10-22885

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by the Debtor.


DEER VALLEY: Inland Mortgage Won't Consent to Cash Use
------------------------------------------------------
Inland Mortgage Capital Corporation, the senior secured creditor
of Deer Valley Medical Center, L.L.C., said in a filing with the
U.S. Bankruptcy Court for the District of Arizona that it does not
consent the use of its cash collateral by the Debtor.

Inland Mortgage is the current owner of that certain Promissory
Note (the Note) dated May 9, 2007, secured by a Deed of Trust (the
Deed of Trust) dated May 9, 2007, in first position on Phoenix,
Arizona real property Deer Valley Medical Center (the Property).
The Debtor executed and Inland Mortgage is the current owner of a
separate Assignment of Leases and Rents, dated May 9, 2007 (the
Assignment of Rents).

The Note has matured and is in default.  Despite receipt of demand
from Inland Mortgage, the Debtor has failed to cure the
outstanding defaults under the terms of the Note and Deed of
Trust.  The aggregate amount of principal, accrued interest, late
charges, fees and real estate taxes due to Inland Mortgage by the
Debtor on the Note is in excess of $22,600,000.  Inland Mortgage
initiated foreclosure proceedings prepetition and a trustee's sale
for the Property was scheduled for April 14, 2010.  Based on a
Verified Complaint and Application filed by Inland Mortgage, the
Superior Court of Arizona appointed Hannay Investment Properties,
Inc., as the receiver for the Property on March 4, 2010.

The Debtor filed its bankruptcy petition on the eve of the
trustee's sale to prevent Inland Mortgage from completing its
foreclosure on the Property.

The Debtor has two tenants paying rent in the Property.  Because
Inland Mortgage does not consent to the use of any portion of the
Cash Collateral by the Debtor, the Debtor is required to pay over
to Inland Mortgage the money in his accounts, rents and income
from the operation of his business collected by it, in its
possession or which it may receive in the future, and any proceeds
from any of the funds.  In the alternative, the monies must be
segregated into a separate, segregated interest bearing cash
collateral account for the benefit of Inland Mortgage.

Inland Mortgage is represented by Christopher R. Kaup at Tiffany &
Bosco, P.A.

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DEER VALLEY: Inland Wants Assets to Remain Under Receiver Control
-----------------------------------------------------------------
Inland Mortgage Capital Corporation, the senior secured creditor
of Deer Valley Medical Center, L.L.C., has asked the U.S.
Bankruptcy Court for the District of Arizona to excuse the
turnover of assets by the Receiver, because the interest of
creditors will be better served by permitting the Receiver to
continue to have possession and control of the assets.

Inland Mortgage is the current owner of that certain Promissory
Note (the Note) dated May 9, 2007, secured by a Deed of Trust (the
Deed of Trust) dated May 9, 2007, in first position on Phoenix,
Arizona real property Deer Valley Medical Center (the Property).
The Debtor executed and Inland Mortgage is the current owner of a
separate Assignment of Leases and Rents, dated May 9, 2007 (the
Assignment of Rents).  The Note has matured and is in default.

If the Receiver is not excused from turnover, it is all but
certain that the bankruptcy estate won't be able to enter into a
valuable new lease with a prospective new tenant for approximately
50% of the unoccupied space.

Inland Mortgage says that prepetition, the Debtor never paid the
rent from the Property to Inland Mortgage and has not made any
debt service payments to Inland since April 2009.  According to
Inland Mortgage, the Debtor's sole member, Robert Key, has failed
to successfully lease the vacant space in the Property during the
approximately two years the Debtor owned and operated the Property
prior to the appointment of the Receiver.  "His efforts have only
resulted in referenced leases with two tenants covering only
approximately 7,400 square feet.  As a result, Mr. Key's
management or lack thereof has resulted in a vacancy rate of over
90%," Inland Mortgage states.

Inland Mortgage says that the Receiver and Inland Mortgage spent a
substantial amount of time, effort and funds negotiating and
working to obtain a new lease with a potential new tenant, United
HealthCare Services, Inc., and the modification of an existing
lease with a current tenant, SMI Imaging, LLC, which will be
required, for United HealthCare to occupy the Property.

According to Inland Mortgage, the New Lease with United HealthCare
will require the Debtor to make tenant improvements to the
Property that will cost approximately $2,200,000 plus leasing
commissions.  United HealthCare has expressed concern about the
management and stability of the ownership of the Debtor and has
indicated that it is not willing to enter into the New Lease with
the Debtor unless the Receiver remains in place and there is a
commitment to fund the tenant improvements by Inland Mortgage.  In
addition, representatives of the Debtor indicated to Receiver that
since the bankruptcy filing they have begun looking at other
buildings as possible alternatives to the Property.

The Debtor does not have the ability to pay for the necessary
tenant improvements and leasing commission necessary to secure
United HealthCare as a tenant in the Property, and Inland Mortgage
isn't willing to advance the $2,200,000 required for the tenant
improvements plus the leasing commissions unless the Receiver
remains in control of and operates the Property during the
Bankruptcy Case, without the waiver by Inland Mortgage of any of
its other rights and remedies.

The Debtor is insolvent because its assets are worth less than the
aggregate amount of its debts and it has not been able to pay its
debts as they came due.

The operating loss at the Property (prior to any debt service
payments and commencement of the proposed New Lease) is projected
to be approximately $250,000 for the 10 month period of March 1,
2010, through December 31, 2010.

"Mr. Key and his management allowed vandalism and damage to occur
to the Property prior to the date on which HIP was appointed as
the Receiver on March 4, 2010.  As of the date HIP took
possession, the Property was a mess including failure to keep up
landscaping and basic maintenance.  HIP has repaired and resolved
the vandalism, graffiti and other damage to the Property and taken
other actions to secure and protect the Property.  In addition,
Mr. Key and his management failed to cooperate in any meaningful
manner with HIP as the Receiver.  Instead, despite verbal and
written demand, they failed to turnover any documents, except for
the two leases, contracts with certain vendors and building plans.
Mr. Key and the Debtor's other managers also have failed to
provide HIP with any financial records, accounting documents and
related information bearing on the operation of the Property.  As
a result, Mr. Key and his management have violated the state
Court's Order Appointing Receiver.  The actions by
Mr. Key and his agents have delayed, frustrated and interfered
with the Receiver's efforts to operate the Property and, in my
opinion, have harmed the Property," Inland Mortgage says.

Inland Mortgage will work closely and quickly with the Receiver
and the Debtor to finalize the New Lease with United HealthCare,
reach agreement on the terms for DIP financing from Inland
Mortgage to pay for the tenant improvements and leasing
commissions related to the New Lease and bring those matters
before the Court for prompt approval.

Inland Mortgage is represented by Christopher R. Kaup at Tiffany &
Bosco, P.A.

                          About Deer Valley

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DENNY HECKER: Girlfriend Pleads Guilty to Bankruptcy Fraud
----------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Denny Hecker's girlfriend Christi Rowan on Tuesday pleaded
guilty to charges of bankruptcy fraud and bank fraud and agreed to
fully cooperate with the continued investigation into Mr. Hecker's
business activities, including allegations that he duped lenders
into making his businesses huge loans and using the proceeds to
fund a lavish lifestyle.  Mr. Rowan likely faces six months behind
bars and five years of probation, the report says.

Dow Jones also reports that Mr. Hecker's friends have contributed
$15,000 to save Mr. Hecker's possessions at his Medina, Minnesota
home from being seized and sold to pay off creditors in Mr.
Hecker's bankruptcy case.  Dow Jones, citing a report by the Star
Tribune, says this is not the first time Mr. Hecker's friends have
offered to foot his bills.  The report says Mr. Hecker's friends
have offered to cover the costs of Mr. Hecker's defense attorney.
However, according to the Star Tribune, the pals later changed
their minds out of concern that they'd wind up on the radar of
federal authorities.

                       About Denny Hecker

Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009,
before the U.S. Bankruptcy Court for the District of Minnesota.
Mr. Hecker listed $18 million in assets and $767 million in debts
owed to automakers, lenders, business partners and former
employees.

According to the Star Tribune in Minneapolis-St. Paul, the
bankruptcy filing had been widely anticipated.  Star Tribune noted
Mr. Hecker has been forced to sell or close 25 of his 26
dealerships in recent months, and Chrysler Financial won a
$477 million court judgment against him in April.  The bankruptcy
filing temporarily halted efforts by Chrysler and other creditors
from collecting money they say they are owed.

The Troubled Company Reporter on November 20 said Bankruptcy Judge
Robert Kressel held Mr. Hecker in contempt of court for failing to
turn over his financial records in a timely manner.

William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in
Minneapolis, represents Mr. Hecker.


DILLARD'S INC: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Little Rock, Ark.-based department store operator
Dillard's Inc. to 'B+' from 'B-'.  At the same time, S&P raised
its issue-level rating on the company's unsecured debt to 'B+'
from 'B-', and maintained S&P's '4' recovery rating on the debt.
The outlook is stable.

The upgrade reflects S&P's view that Dillard's operating
performance has recovered moderately due to better inventory
management, which has led to less promotional activity and cost
cutting.  In addition, credit metrics have improved materially as
a result of debt repayment and increased profitability.

"The ratings on Dillard's reflect the challenges of operating in a
highly competitive retailing sector, a trend of generally
inconsistent sales and earnings, and productivity measures that
are below average for the department store peer group," said
Standard & Poor's credit analyst David Kuntz.  However, credit
metrics are currently strong for the rating.


ECONOMY HARDWARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Economy Hardware, Inc.
        438 Massachusetts Avenue
        Cambridge, MA 02139

Bankruptcy Case No.: 10-14294

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Offices of Frank D. Kirby
                  5 Pleasant Street, 5th floor
                  Worcester, MA 01609
                  Tel: (617) 388.9278
                  Fax: (508).798.0027
                  E-mail: frank@fkirbyesq.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Lawrence K. Friedman, president.


ELDON WATERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Eldon J. Waters
               Virginia L. Fey
               14928 24th Avenue SE
               Mill Creek, WA 98012

Bankruptcy Case No.: 10-14428

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: James E. Dickmeyer, Esq.
                  903 5th Avenue, Suite 106
                  Kirkland, WA 98033
                  Tel: (425) 889-2324
                  E-mail: jim@jdlaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Joint Debtors did not file a list of creditors together with
its petition.

The petition was signed by the Joint Debtors.


EMPIRE LAND: Ch. 7 Trustee Seeks $180,000 From Wood Smith
---------------------------------------------------------
According to Bankruptcy Law360, the Chapter 7 trustee for Empire
Land LLC has launched a spate of adversary cases looking to
recover funds the debtors transferred out before the April 2008
petition date, including one case seeking to get back more than
$180,000 from law firm Wood Smith Henning & Berman LLP.

Lawyers for Richard K. Diamond -- the Chapter 7 trustee for Empire
Land and seven other debtors whose cases have been substantively
consolidated -- filed the complaint against Wood Smith, Law360
says.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection on
April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-14592).  James
Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 16 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The Committee
selected Landau & Berger LLP as its general bankruptcy counsel.
When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


FAIRPOINT COMMS: Bank Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 82.36 cents-on-the-dollar during the week ended Friday, April
23, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.50 percentage points from the previous week, The Journal
relates.  The Company pays 275 basis points above LIBOR to borrow
under the loan facility, which matures on March 31, 2015.  Moody's
has withdrawn its rating, while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among 199 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in total
stockholders' equity.

Bankruptcy Creditors' Service, Inc., publishes FairPoint
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings of FairPoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


FANITA RANCH: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Fanita Ranch, LP, has filed with the U.S. Bankruptcy Court for the
Southern District of California a list of its 20 largest unsecured
creditors.  The three largest unsecured creditors are:

   Entity                                    Claim Amount
   ------                                    ------------
Rick Engineering Company
5620 Friars Road
San Diego, CA 92110                         $1,644,830

Luce Forward Hami                             $178,202

Landbourn Company                             $160,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/codb10-18467.pdf

Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11
bankruptcy protection on April 7, 2010 (Bankr. S.D. Calif. Case
No. 10-05750).  William A. Smelko, Esq., who has an office in El
Cajon, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.

The Company's affiliate, Barratt American, Inc., filed a separate
Chapter 11 petition on April 7, 2010 (Case No. 08-13249).


FIBRIA OVERSEAS: Fitch Assigns 'BB' Rating on Proposed 2020 Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the proposed 2020
notes to be issued by Fibria Overseas Finance Ltd., a wholly owned
subsidiary of Fibria Celulose S.A.  Proceeds from these unsecured
guaranteed notes, which are expected to total more than
US$500 million, will be used to repay existing debt.  Fibria's
Issuer Default Rating and debt ratings are:

  -- Local currency IDR 'BB';
  -- Foreign currency IDR 'BB';
  -- National scale rating 'A+ (bra)'.

The Rating Outlook for Fibria is Stable.

These ratings reflect the excellent business position of Fibria,
the favorable dynamics for bleached eucalyptus kraft market pulp,
the company's ownership of more than 1.0 million hectares of land
in Brazil and the strong financial position of its shareholders.
They also take into consideration the volatility of the pulp
market and the company's high leverage.

Excellent Business Profile; Sustainable Competitive Advantage:

Fibria is the world's leading producer of market pulp with
5.4 million tons of BEKP capacity, nearly double the size of the
second largest producer in the industry.  The company has a global
market share of approximately 11% within market pulp, and 32%
within the fastest growth segment of the market, BEKP.  Fibria
owns approximately 1.0 million hectares of land in Brazil, upon
which it developed nearly 600,000 hectares of eucalyptus
plantations.  The nearly ideal conditions for growing trees in
Brazil make these plantations extremely efficient by global
standards and give the company a sustainable advantage in terms of
cost of fiber, and transportation costs between forest and mills.

The company augments its advantage in fiber cost with large,
modern pulp mills.  As a result of its efficient mills and low
cost pulp wood, Fibria is one of the lowest cost producers of pulp
in the world.  The company uses its size and cost position to
remain a price leader within the industry.  Fibria's position is
viewed to be sustainable through the medium to long term due to
large investments in forestry during the past five years by its
predecessor companies, VCP and Aracruz.  These investments are
likely to result in the construction of more than 5 million tons
of addition pulp capacity by Fibria during the next 10 to 15
years.

Short-Term Debt High But Manageable:

Fibria had BRL3.9 billion of cash and marketable securities and
BRL14.7 billion of debt as of Dec. 31, 2009.  Although short-term
debt was relatively high at year-end at BRL3.9 billion, liquidity
is manageable.  Seller financing, due to three members of
Aracruz's former shareholder group (Arapar, Sao Teofilo and
Arainvest), accounted for BRL2.4 billion of short-term debt.
Fibria repaid more than BRL1.0 billion of this financing during
January.  During March 2010, the company entered a US$535 million
export prepayment agreement in order to extend the average life of
the company's maturity schedule.  Proceeds were used to repay two
export facilities.

The company's dollar-denominated debt as of Dec. 31, 2009, was
primarily comprised of an US$1 billion bond due 2019,
US$511 million of secured debt related to derivative losses and
US$2.1 billion of export prepayment debt that matures between 2010
and 2018.  Fibria's Brazilian real-denominated debt consists
mainly of BRL3.7 billion of seller financing due during 2010 and
2011 and BRL1.8 billion of debt with Brazil's development bank,
BNDES.  The BNDES debt is secured with liens on property, plant
and equipment.  Fibria intends to use the proceeds from the 2020
notes to repay the derivative debt, thereby eliminating the
restrictive covenants and liens attached to that debt.

Should market conditions suddenly worsen, Fitch believes that
Fibria could extend its payment schedule with the families
associated with Arapar, Sao Teofilo and Arainvest if needed.  It
is also likely that BNDESPar, a subsidiary of Brazil's development
bank BNDES, would provide additional equity support for Fibria if
needed.  BNDESPar (33.6% as of Dec. 31, 2009) controls Fibria
along with Votorantim Industrial S.A. (29.3%) through a
shareholders agreement.

Leverage Expected to Decline in 2010:

During 2009, Fibria generated BRL 1.5 billion of EBITDA, as
calculated by Fitch, and BRL 1.1 billion of funds from operations
(FFO).  These figures are low for the company's capacity and
reflect extremely low pulp prices during the first half of the
year.  They resulted in Fibria having a net debt to EBITDA ratio
of 7.3 times and an FFO adjusted leverage ratio of 7.7x.

Pulp prices have moved sharply upward during 2010 due to strong
demand from China and a recovery of demand in Europe, low
inventory levels, and disruptions caused by the earthquake in
Chile and the port strike in Finland.  Fibria will also benefit
from synergies obtained from the merger of Aracruz and VCP, as
well as a full years output from the Tres Lagoas pulp mill.  As a
result of the aforementioned factors, Fibria's EBITDA is expected
to nearly double.  The company has announced BRL1.2 billion of
capital expenditures, as it continues to invest in forests with a
goal of building a new pulp mill in the near future.
Consequently, net debt will likely not decline by more than
BRL1.0 billion during 2010.  This would lead to a net debt/EBITDA
ratio for 2010 of about 3.3x.

Potential Rating or Outlook Drivers:

Any factor that leads to a material reduction of debt could lead
to a positive rating action.  Potential sources of lower debt
include stronger than anticipated pulp prices or the sale of the
company's paper assets.  A negative rating action is unlikely
during 2010.  A class action lawsuit has been filed against the
company and some of its current and former directors and officers.
A material ruling against Fibria could lead to negative rating
actions during 2010.


FIELDSTONE MORTGAGE: No KERP Payments for Seven Top Executives
--------------------------------------------------------------
WestLaw reports that the mere fact that a purchaser of the Chapter
11 debtor's stock had agreed to pay its key managerial employees
the same compensation as that proposed under a key employee
retention program that the debtor presented to the court for its
approval was insufficient to satisfy a statutory requirement under
11 U.S.C. Sec. 503(c)(1)(A) for the court to approve the KERP that
the employees must have received a "bona fide job offer from
another business at the same or greater rate of compensation."
The purchaser of debtor's stock, which would take over the
debtor's operations, did not qualify as "another business," as
that term was used in Sec. 503(c)(1)(A).  In re Fieldstone Mortg.
Co., --- B.R. ----, 2010 WL 743517 (Bankr. D. Md.) (Schneider,
J.).

Fieldstone asked the Bankruptcy Court to approve a Key Employee
Retention Program shortly after it seeking chapter protection.
The U.S. Trustee objected, and took and appeal to the U.S.
District Court for the District of Maryland.  The matter found its
way back to the bankruptcy court on remand from the District Court
(Blake, J.).  Having been found to be officers of the debtor, and
therefore insiders, the issue on remand is whether any of the
seven employees are able to satisfy the limitations set forth in
Sec. 503(c)(1) in order to receive payments under the KERP.  In
this decision, Judge Schneider says that the limitations have not
been met and therefore the debtor's motion must be denied.

                   About Fieldstone Mortgage

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- was a direct lender that
offers mortgage loans for multiple credit situations in the United
States.  In 2006, Fieldstone originated $5.5 billion of
residential mortgage loans.  In Sept. 2007, Fieldstone was the
target of a lawsuit by Morgan Stanley over 72 mortgages totalling
$26.5 million that had no, or late, payments.

Fieldstone sought Chapter 11 protection (Bankr. D. Md. Case No.
07-21814) on Nov. 23, 2007, citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors in this case, which
is represented by Christopher J. Giaimo, Esq., and Jeffrey Neil
Rothleder, Esq., at Arent Fox LLP.  The Debtors disclosed total
assets of $14,465,348 and total debts of $121,342,790.  The Hon.
James F. Schneider confirmed Fieldstone Mortgage Company's
Chapter 11 plan of reorganization in July 2008.


FLEETWOOD ENTERPRISES: Files 2nd Amended Liquidating Plan
---------------------------------------------------------
Fleetwood Enterprises filed a Second Amended Joint Plan of
Liquidation and Disclosure Statement with the U.S. Bankruptcy
Court, BankruptcyData.com reports.

According to the Disclosure Statement, "The Plan is a liquidating
plan. Pursuant to prior orders of the Bankruptcy Court, the
Debtors have sold or will sell substantially all of their Assets.
The Plan provides for the orderly liquidation of the remaining
Assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' Assets according to the priorities set
forth in the Bankruptcy Code. To accomplish these liquidation and
distribution goals, the Plan contemplates the creation of a
Liquidating Trust to hold estate assets and the appointment of a
Liquidating Trustee to administer such assets. The Plan also
provides for the substantive consolidation of all fifty (50) of
the Debtors' estates. Following entry of the order approving the
Plan.on the Effective Date, (i) all Intercompany Claims by,
between and among the Debtors shall be eliminated, (ii) all assets
and liabilities of the Debtors shall be merged or treated as if
they are one set of assets and liabilities, (iii) any obligation
of a Debtor and all guarantees thereof by one or more of the other
Debtors shall be deemed to be one obligation, (iv) the Equity
Interests shall be cancelled, and (v) each Claim filed or to be
filed against any Debtor shall be deemed a single Claim against,
and a single obligation of, the consolidated Debtors."

Based in Riverside, California, Fleetwood Enterprises, Inc., was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisor to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FUDDRUCKERS, INC.: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fuddruckers, Inc.
          aka Koo Koo Roo
          dba Fuddruckers
        5700 Mopac Expressway South, Suite C300
        Austin, TX 78749

Bankruptcy Case No.: 10-11314

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's
Local Counsel:    Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: defranceschi@rlf.com
                  Drew G. Sloan, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7612
                  Fax: (302) 651-7701
                  E-mail: dsloan@rlf.com
                  Julie A. Finocchiaro, Esq.
                  Richards, Layton & Finger, PA
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7528
                  Fax: (302) 498-7528
                  E-mail: finocchiaro@rlf.com

Debtor's
Bankruptcy
Counsel:          Goulston & Storrs, P.C.

Debtor's
Financial
Advisors:         CRG Partners Group LLC

Debtor's
Public Relations
Firm:             Sitrick and Company

Debtor's
Claims & Notice
Agent:            Kurtzman Carson Consultants, LLC

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Gregor Grant, chief financial officer.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Atlantic Restaurant Ventures, Inc.    10-11311            04/21/10
    Assets: $1,000,001 to $10,000,000
    Debts: $10,000,001 to $50,000,000

KCI, LLC                              10-11315            04/21/10
    Assets: $1,000,001 to $10,000,000
    Debts: $10,000,001 to $50,000,000

King Cannon, Inc.                     10-11312            04/21/10

Magic Brands, LLC                     10-11310            04/21/10
  fka Magic Restaurants, LLC
    Assets: $1,000,0001 to $10,000,000
    Debts: $10,000,001 to $50,000,000

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Foodservice, Inc.               Trade Debt           $2,600,000
9399 W Higgins Road
Rosemont, IL 60018

Sysco                              Trade Debt             $290,000
20701 East Currier Road
Walnut, CA 91789

American Express                   Trade Debt             $125,000
2965 West Corporate
Lakes Boulevard
Weston, FL 33331-3626

MKT Properties, LLC                Lease Obligation       $103,366

Crossroads/Herndon, L.P.           Lease Obligation       $100,754

White Marsh General Partnership    Lease Obligation        $91,390

Lico Realty & Management Co.       Lease Obligation        $84,286

Jemal Vent Limited Partnership     Lease Obligation        $80,615

5757 Wilshire, LLC                 Lease Obligation        $72,837

Trinity Fresh Distribution, LLC    Trade Debt              $69,434

Restaurant Technologies, Inc.      Trade Debt              $67,354

Wiley Rein, LLP                    Legal Services          $64,664

Marston Park Plaza, LLC            Lease Obligation        $60,348

B. E. Waterhouse, LLC              Lease Obligation        $57,129
and A. J. Waterhouse, LLC

11058 Santa Monica Blvd., LLC      Lease Obligation        $56,191

Turtle Investments II, LLC         Lease Obligation        $54,377

Lakeside Properties, Inc           Lease Obligation        $53,388

KIR Smoketown Station, LP          Lease Obligation        $52,755

Surcap-Village TX Partners I, LP   Lease Obligation        $52,236

Batavia 2005, LLC                  Lease Obligation        $49,824

AEI Real Estate Fund XVIII         Lease Obligation        $48,797
Limited Partnership

Sprint                             Trade Debt              $46,516

Polaris Commercial Assets, LP      Lease Obligation        $46,027

Westfair Realty Advisors, Inc.     Lease Obligation        $44,462

JTR Layton Crossing, LC            Lease Obligation        $41,653

P&D Realty Company, LLC            Lease Obligation        $41,475

Northlake Festival, LLC            Lease Obligation        $40,508

Thousand Oaks Marketplace, LP      Lease Obligation        $37,393

World Business Services, Inc.      Lease Obligation        $35,438

RRFEF America REIT II Corp BBB     Lease Obligation        $35,332


GENERAL GROWTH: Reaches Settlement with H.S. Wright
---------------------------------------------------
Debtor Elk Grove Town Center, L.P., asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement
agreement it entered with Howard S. Wright Constructors, L.P.

In October 2007, Elk Grove engaged HSW under a contract as
general contractor to furnish all labor, material, tools,
equipment and supervision necessary to produce the buildings,
structures, improvements and related facilities for the Debtor's
construction project known as the Elk Grove Promenade located at
10565 West Stockton Boulevard, Elk Grove, California.  The
Debtors suspended development on the Elk Grove Promenade in 2008.
After the suspension of work on the Elk Grove Promenade Project,
the Debtor failed to pay HSW certain amounts due and owing for
work already performed on the Elk Grove Promenade Project.

In February 2009, HSW terminated the Construction Contract
with the Debtor.  Subsequently, HSW timely filed a mechanics'
lien for $26,986,121 plus interest, costs, attorneys' fees and
other charges for its work at the Elk Grove Promenade Project.
In April 2009, HSW initiated an action against the Debtor in the
Superior Court of the State of California, Sacramento County,
seeking, among others, damages and to foreclose on the Lien.

In November 2009, HSW timely-filed two secured proofs of claim
each in the amount of $26,986,121 against the Debtor and another
Debtor, Elk Grove Town Center, LLC.  HSW has demanded adequate
protection be provided by the Debtor to HSW for its interest in
the Elk Grove Promenade Project.

After an arm's-length negotiation, the Parties entered into the
Settlement Agreement, resolving HSW's demand for adequate
protection.  The salient terms of the Settlement Agreement are:

  (a) The Parties agree that the principal amount owed to HSW
      for its prepetition work at the Elk Grove Promenade
      Project is $26,986,121.

  (b) The Debtor agrees to pay HSW $224,884 per month as
      adequate protection to be applied to the agreed upon
      principal amount.

  (c) As consideration for HSW's cooperation with the transfer
      of the offsite infrastructure improvements to the City or
      agencies, the Debtor agrees to pay HSW an initial adequate
      protection payment retroactive to the Petition Date at an
      annual rate of 10%.

  (d) The Debtor agrees to pay HSW $1,092,471 in connection with
      its prepetition work on the offsite infrastructure
      improvements, from that amount HSW agrees to pay $819,632
      to its offsite subcontractors.

  (e) HSW agrees that no less than 75% of the adequate
      protection payments paid by the Debtor will be used to
      satisfy liens of claims of HSW's subcontractors.

  (f) Prior to receipt of any payment under the Settlement
      Agreement, HSW agrees to provide a final partial lien
      release for the amount of the payment to be received.  HSW
      will also release any portion of its liens that may
      encumber the offsite infrastructure improvements and will
      use reasonable efforts to facilitate the release of those
      liens recorded by its subcontractors.

  (g) The Debtor will provide HSW with a replacement lien on the
      net proceeds of the reimbursements for the offsite
      infrastructure improvements.

  (h) The Parties agree that all payments under the Settlement
      Agreement are without prejudice to any determination
      Regarding payment of attorneys' fees, interest or the
      applicable rate of any interest.

The Debtor believes that settling HSW's demand for adequate
protection consensually, according to the Settlement Agreement
and without resort to costly litigation, allows its estate to
preserve resources and recognize a more favorable result, Adam P.
Strochak, Esq., at Weil, Gotshal & Manges LLP, in New York,
points out.  The Settlement Agreement also allows the Debtor to
move forward with its plans to complete certain offsite
infrastructure improvements as part of an agreement with the City
of Elk Grove and various municipal agencies, he notes.  The
Settlement Agreement ensures HSW's cooperation in the completion
and conveyance of the improvements, and allows the Debtor to
obtain available reimbursements and credits for the improvements
once they are conveyed to the public entities, he maintains.

In a related request, the Debtors ask the Bankruptcy Court to (i)
shorten the notice period with respect to the Settlement
Agreement Motion; and (ii) schedule hearing on the Settlement
Agreement Motion together with the Infrastructure Improvements
Motion for April 29, 2010.  Absent an order approving the
Settlement Agreement Motion, HSW may refuse to cooperate in the
Debtor's completion and conveyance of the Infrastructure
Improvements, thus postponing the Debtor's access to the
contemplated substantial reimbursements available upon the public
entities' acceptance of the Infrastructure Improvements, Mr.
Strochak explains.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Victoria Ward to Pay 99% of Kobayashi Claim
-----------------------------------------------------------
Debtor Victoria Ward, Ltd. seeks the U.S. Bankruptcy Court for the
Southern District of New York's permission to enter into a
settlement agreement, lien waiver and release with Albert C.
Kobayashi, Inc., resolving certain prepetition mechanics' lien
claims.

The Parties entered into a contract requiring Kobayashi to
provide all labor, materials or equipment necessary to produce
certain retail space and other related improvements at Ward
Village Shops located in Honolulu, Hawaii.  Kobayashi performed
the Work at the Ward Village Project until the Debtor directed
Kobayashi to suspend the Work in 2008.  Since suspension of the
Work, Kobayashi has alleged that it has not been paid as required
under the Contract.  In November 2008 Kobayashi filed an
application for mechanics' and materialmen's liens and an action
to enforce mechanics' lien in the First Circuit Court of Hawaii.

In February 2009, the Bankruptcy Court entered the Lien Order,
directing payment to lienholders, including Kobayashi for
$17,652,240, with interest accruing of $3,870 per day from
February 25, 2009 until the Lien is fully satisfied.  In June
2009, Kobayashi filed a notice of lien for $17,652,240. In
November 2009, Kobayashi filed separate proofs of claim against
GGP and Victoria Ward for $17,849,622 plus interest accruing at
the rate established by the Lien Order.

After good faith and arm's-length negotiations, review and
reconciliation of the claim asserted by Kobayashi and the
Debtors' books and records, and interest owed to Kobayashi as a
result of the State Court Action, the Parties have agreed that
the actual prepetition balance owed to Kobayashi is $17,715,529 -
- the Claim.

The Parties thus entered into the Settlement Agreement, which
contains these salient terms:

  (a) The Debtor agrees to pay Kobayashi $17,538,373 or 99% of
      the amount of the Claim.

  (b) Kobayashi will retain an allowed secured claim for
      1% of the Claim or $177,155 to be satisfied pursuant to
      a confirmed Chapter 11 plan for the Debtor or as otherwise
      ordered by the Bankruptcy Court.

  (c) Kobayashi agrees to waive any and all present and future
      claims to attorneys' fees, interest and penalties
      associated with the Claim.

  (d) Victoria Ward agrees to waive all claims against Kobayashi
      for rental of the office space occupied by Kobayashi at
      the IBM building adjacent to the Ward Village Project.

  (e) The Debtor is negotiating several new tenant deals at the
      Ward Village Shopping Center and has decided to complete
      the Work at the Ward Village Project.  Thus, the Parties
      agree that Kobayashi will return to the Ward Village
      Project as general contractor and complete the Work as
      outlined in the Contract after the Debtor provides notice
      of the final scope of the Project.

  (f) Kobayashi agrees to deliver, upon receipt of the
      settlement payment, a full lien release for the Lien as
      well as any liens or other claims from its subcontractors.
      Kobayashi will satisfy all liens of claims arising from
      its work at the Project against the amounts paid to it
      under the Settlement Agreement and will fully exonerate
      the Debtor from any obligation to any lien holder or
      claimant relating to Kobayashi's work on the Project.

  (g) Kobayashi agrees that it has not and will not transfer any
      portion of its remaining claim.

  (h) Kobayashi agrees to release all claims and causes of
      action arising out of the Contract or work in connection
      with the Project.

  (i) Kobayashi agrees to indemnify, defend and hold harmless
      the Debtors against any claims or cause of action asserted
      by Kobayashi or its subcontractors, suppliers, or other
      parties providing labor, materials, equipment or
      supplies in connection with the work performed at the
      Project due to claims for non-payment or tort claims due
      to Kobayashi's negligence.

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New York
--sylvia.mayer@weil.com -- relates that Kobayashi is a secured
creditor, who may be entitled to full payment of its prepetition
mechanics' lien claims, as well as potential penalty and interest
costs accruing postpetition at a potential rate of $3,870 per day.
Against this backdrop, the Debtor believes that settling the
Kobayashi Claim now under the Settlement Agreement provides an
opportunity for the Debtors' estate to realize a more favorable
resolution than waiting until later in the reorganization process,
she points out.  Kobayashi's return to the Ward Village Project
and completion of the Work will help facilitate the anticipated
tenant deals thus benefiting the Debtor's creditors, she adds.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: White House Advances Schedule to Sell Stake
-----------------------------------------------------------
American Bankruptcy Institute reports that the White House has
accelerated the schedule for selling the U.S. government's stakes
in General Motors Co. and Chrysler Group LLC, after both companies
reported what they declared positive financial developments.

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At December 31, 2009, GM had total assets of US$136.295 billion
against total liabilities of US$107.340 billion.  At December 31,
2009, total equity was US$21.249 million.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERICS INTERNATIONAL: S&P Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Generics
International (US), Inc., including the Corporate Family Rating
and the Probability of Default Rating to B3 from B2.  Ratings on
Generics International's first and second-lien credit facilities
have also been lowered based on the application of Moody's Loss
Given Default methodology.  Following this rating action the
rating outlook is stable.

The downgrade primarily reflects operating performance that
continues to lag Moody's initial expectations at the time of the
2007 buyout transaction by Apax Partners Worldwide LLP, credit
metrics that are more comparable to B3-rated healthcare companies,
and a tightening liquidity profile related to covenant step-downs
over the next 12 to 18 months.  Moody's acknowledges very recent
debt reduction and improvements in EBITDA.  However, the
improvement is slower than Moody's original expectation at the
time of the original rating, and the company's financial profile
would be very sensitive to any unforeseen operating setback.

Generics International's B3 Corporate Family Rating reflects the
company's limited size and scale, relatively high financial
leverage, and limited cash flow generation over the twelve months
ended December 31, 2009.  These risks are somewhat mitigated by
the company's solid positioning in niche markets that are somewhat
less competitive and maintain high barriers to entry and favorable
fundamentals of the generic pharmaceutical industry.

The rating outlook is stable based on the expectation of modestly
improving financial performance, but resulting in key cash flow
and leverage ratios that are more reflective of the B3 rating
category than B2.

The rating could experience upward pressure if Moody's becomes
more comfortable that Qualitest's key leverage and cash flow
ratios appear sustainable within Moody's "B" ranges and the
company's liquidity profile exhibits an improvement through
increased covenant headroom.  Moody's "B" ranges include CFO/Debt
of 5% to 15%, and FCF/Debt of 0% to 7.5%.  Conversely, the ratings
could face downward pressure if debt to EBITDA rises above 7 times
or if liquidity becomes a greater concern as covenants step down.

Ratings downgraded:

* Corporate Family Rating to B3 from B2

* Probability of Default Rating to B3 from B2

* Senior secured revolving credit facility of $75 million due 2013
  to B2 (LGD3, 36%) from B1 (LGD3, 36%)

* Senior secured first lien term loan of $265 million due 2014 to
  B2 (LGD3, 36%) from B1 (LGD3, 36%)

* Senior secured delayed-draw term loan of $27 million due 2014 to
  B2 (LGD3, 36%) from B1 (LGD3, 36%)

* Senior secured second lien term loan of $140 million due 2014 to
  Caa2 (LGD5, 86%) from Caa1 (LGD5, 88%)

Moody's last rating action on Generics International took place on
July 1, 2008 when Moody's revised the rating outlook to negative
from stable.

Generics International (US), Inc., is the parent company of QV
Pharmaceuticals, Inc, and Vintage Pharmaceuticals, LLC, and their
wholly owned subsidiaries, Qualitest Pharmaceuticals, Inc., and
Vintage.  Through these subsidiaries, Generics International is a
manufacturer and distributor of generic pharmaceutical products in
a variety of formulations including tablets, capsules, liquids,
suspensions and gels.  The principal subsidiary, Qualitest
Pharmaceuticals, is headquartered in Huntsville, Alabama.


GEORGIA TIDEWATER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Georgia Tidewater Development Company, LLC
        dba Georgia Tidewater Development, LLC
        535 East Congress Street
        Savannah, GA 31401

Bankruptcy Case No.: 10-40862

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallarlawfirm@aol.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Michael L. Fly and Joseph F.
McWilliams, managers.


GEORGIA-PACIFIC LLC: S&P Affirms 'BB+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Georgia-Pacific LLC to positive from stable.  At the same time,
S&P affirmed all of its ratings on the company, including the
'BB+' corporate credit rating.

"The outlook revision recognizes the greater-than-expected
progress GP has made in strengthening its credit measures through
better cash flow and higher debt reduction," said Standard &
Poor's credit analyst Pamela Rice.  GP's adjusted debt of
$13.4 billion at Dec. 31, 2009, was $700 million lower than S&P
had expected, and adjusted debt to EBITDA was 3.8x compared with
S&P's expectations of around 4.5x.  This is near the 3.5x leverage
that S&P would consider to be in line with a 'BBB-' rating for GP
given S&P's view of the company's business risk profile as strong.
The rating action also reflects S&P's expectations for additional
improvement in the company's financial risk profile as the economy
exits the recession and housing markets begin to recover gradually
in 2010 as S&P currently believes.  Furthermore, prices are
currently higher-than-expected for pulp, paper, packaging, and
wood products, and input costs are beginning to ease.  However,
S&P's view regarding the company's debt maturity profile and
intermediate-term financial policy remain key factors S&P will
consider for a potential upgrade.

The ratings on Atlanta-based Georgia-Pacific LLC reflect the
company's broad product diversity, good cost positions in its
diverse segments, leading market shares in many of the product
categories in which it competes, and relatively steady earnings.
The ratings also reflect the company's improving, but still
aggressive, financial risk profile, highly competitive end
markets, and the cyclicality of its paper, packaging, and building
products segments.  The ratings on GP do not incorporate any
credit support from its parent, Koch Industries Inc. (unrated),
one of the largest privately held companies in the U.S.

GP's business mix is attractive, because it includes the
manufacturing of recession-resistant consumer products
(principally paper towels, bathroom tissue, and disposable
tableware), paper, packaging, and building products.  The company
benefits from large-scale, low-cost manufacturing, particularly in
tissue and corrugated packaging.  In several product categories,
it has a value-added focus, and this should result in its
attaining higher operating margins than those of the commodity
producers.

A diversified and attractive product mix, improved operating
margins, cost-reduction efforts, and efficiency improvements
should facilitate satisfactory cash flow generation, which should
allow GP to reduce debt and modestly strengthen credit measures
over the next 12 to 18 months.  S&P could raise the ratings if
GP's financial risk profile improves such that S&P were confident
that it could sustain leverage of around 3.5x and FFO to debt
between 15% and 20%.  S&P would also need to assess S&P's comfort
with GP's debt maturity profile and its financial policies.

S&P could revise the outlook to stable if credit measures do not
improve as S&P expects because, among other considerations, price
increases are not sufficient to offset elevated raw material
costs, competitive actions in consumer products weigh more
heavily-than-expected on tissue pricing, or housing starts decline
in 2010 rather than gradually improve and S&P doubts that a
recovery will begin even in 2011.  In addition, S&P could revise
the outlook to stable if the company undertakes any growth or
shareholder-friendly transactions that cause us to consider its
financial policies to be more aggressive than S&P had thought.
Considering the company's strong business risk profile, S&P
considers adjusted debt to EBITDA around 4x range and funds from
operations (FFO) to debt near 15% to be acceptable for the 'BB+'
rating.


GMAC INC: Treasury Mulls Sweeteners to Hasten ResCap Sale Process
-----------------------------------------------------------------
Sources have told The New York Post that the U.S. Treasury is
considering sweeteners, including government-funded guarantees, to
lure offers for GMAC's Residential Capital division.  The Post's
Josh Kosman reports that the Treasury is frustrated by the pace of
the sale of ResCap.

The Post relates that, according to people familiar with the
matter, Treasury Secretary Timothy Geithner has gotten personally
involved in the decision process, which is expected to be wrapped
up within the next two weeks.  The Post says the government
guarantees could be in the form of capping ResCap's liabilities.

The Troubled Company Reporter on March 17, 2010, citing Bloomberg
News, said GMAC hired Citigroup Inc. and Goldman Sachs Inc. to
explore options for repaying bailout funds received under the U.S.
government's TARP.  According to Bloomberg, citing a person
briefed on the matter, Goldman will help GMAC examine repayment
strategies and both banks will assist GMAC in reviewing options
for its money-losing mortgage unit.  The U.S. Treasury has
invested $17.2 billion in GMAC through the TARP.

The Post relates that the sale process has hit a wall, sources
said, because suitors are turned off by a guarantee that ResCap
made to Fannie Mae and Freddie Mac to buy back loans sold to them
after early 2007 that were determined to have been underwritten
using fraudulent documents or had defaulted shortly after being
originated.  The Post notes ResCap has sold hundreds of billions
of loans to Fannie and Freddie, and ResCap has been forced to eat
some of the bad loans.  According to the Post, would-be suitors
fear that if either Fannie or Freddie accelerated the buyback
action, it would wipe out their investment.  ResCap has just $1
billion in reserves to cover these guarantees, the Post says.

According to the Post, a GMAC spokeswoman said, "The assertion is
complete speculation and we have no further comment."

The Post says a Treasury spokeswomen declined to comment.

The TCR on April 13, 2010, reported that ResCap agreed to sell its
European mortgage assets and businesses to affiliates of certain
funds managed by affiliates of Fortress Investment Group LLC.  The
transactions represent approximately 10% of ResCap's Dec. 31, 2009
total assets and approximately 40% of total assets on a pro forma
basis.

According to the TCR on April 14, 2010, Aparajita Saha-Bubna at
Dow Jones Newswires reported that GMAC CEO Michael A. Carpenter
said in an interview that GMAC doesn't expect ResCap to file for
bankruptcy.

                            About GMAC

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  GMAC's business operations
include automotive finance, mortgage operations, insurance and
commercial finance.  The company also offers retail banking
products through its online bank, Ally Bank.  As of December 31,
2009, GMAC had approximately $172 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in total assets
and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's equity position
would likely be reduced to zero.

Dow Jones notes GMAC has received $16.3 billion of federal aid as
part of an effort to avoid bankruptcy.  It converted into a bank-
holding company at the end of 2008 to help make it through the
financial crisis.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GRAY COMMS: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Gray
Communications System, presently known as Gray Television, Inc.,
is a borrower traded in the secondary market at 97.75 cents-on-
the-dollar during the week ended Friday, April 23, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.68 percentage
points from the previous week, The Journal relates.  The Company
pays 150 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 21, 2014, and carries Moody's B2
rating and Standard & Poor's CCC rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on April 22, 2010,
Standard & Poor's assigned Gray Television, Inc.'s proposed $365
million senior secured second-lien notes due 2015 its issue-level
rating of 'CCC' with a recovery rating of '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.  At the same time, S&P placed its
'CCC' corporate credit rating for the company, as well as the
'CCC' issue-level rating on the company's senior secured credit
facilities, on CreditWatch with positive implications.

Moody's assigned a Caa2 rating to the proposed $365 million
issuance of guaranteed senior secured second lien notes due 2015
by Gray Television, Inc.  At the same time, Moody's upgraded its
Probability of Default Rating and Speculative Grade Liquidity
Rating for the company, to Caa1 from Caa2 and to SGL-2 from SGL-4,
respectively.  The former Caa1 (LGD3-34%) ratings for the
company's existing Revolving Credit Facility due 2014 (now
totaling $40 million, vs. $50 million previously) and Term Loan
due 2014 ($792 million outstanding at 12/31/09, to be reduced with
net proceeds from the pending offering) were also upgraded, to B2
(LGD2-28%).  The rating outlook was also revised to stable from
negative.  Gray's Caa1 Corporate Family Rating remains unchanged.

The aforementioned rating actions are predicated on the assumed
successful completion of the pending transactions.  Gray plans to
utilize the net offering proceeds to repay a portion of its first
lien senior secured term loan and Series D perpetual preferred
stock.

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations is affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.


FX LUXURY: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: FX Luxury Las Vegas I, LLC
        fka Metroflag BP, LLC
        650 Madison Avenue
        New York, NY 10022

Bankruptcy Case No.: 10-17015

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

About the Debtor: FX Luxury owns approximately 17.72 contiguous
                  acres of real property located at the southeast
                  corner of Las Vegas Boulevard and Harmon Avenue
                  in Las Vegas, Nevada, which secures its mortgage
                  loans in the aggregate principal amount of $454
                  million as of April 21, 2010.  FX Luxury is the
                  remaining Las Vegas subsidiary of FX Real Estate
                  and Entertainment Inc.

Debtor's Counsel: Deanna L. Forbush, Esq.
                  Fox Rothschild, LLP
                  3883 Howard Hughes Parkway
                  Suite 500
                  Las Vegas, NV 89169
                  Tel: (702) 262-6899
                  Fax: (702) 597-5503

Debtor's
Special Counsel:  Greenberg Traurig, LLP
Debtor's
Fin'l Advisors:   Sierra Consulting Group, LLC

Debtor's
Real Estate
Appraiser:        Kent Appraisal Services

Scheduled Assets: $139,636,791

Scheduled Debts: $492,568,036

The petition was signed by Mitchell Nelson, president.

Debtor's List of 21 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Landesbank                                       $268,115,868
Baden-Wurttemberg
New York Branch,
Attn: Robert Dowling
280 Park Ave.,
31st Floor, West Bldg.
New York, NY 10017

Nex Bank                                         $220,813,998
c/o Haynes and Boone, LLP
Attn: Lenard M. Parkins
1221 Avenue of the Americas,
26th Floor,
New York, NY 10020

YWS Architects                                   $156,102

Thunderbolt Associates, LLC                      $130,683

Crazy Eli/Fabulous Vegas, LLC                    $96,337

Arelni Modulars                                  $86,313

Haynes & Boone, LLP                              $82,573

Lochsa Engineering                               $50,000

Young Electric Sign Company                      $50,000

Arelni, LLC                                      $36,000

The Cristcat Group, Inc.                         $34,000

7-Eleven                                         $31,121

Yokahama Okadaya                                 $26,784

12345, Inc.                                      $25,680

HGD, Inc.                                        $24,000

Higuchi Developer, Inc.                          $24,000

Sarja Narang                                     $24,000

Blatteis & Schnur, Inc.                          $20,000

Sahara Land, Inc.                                $20,000

ITCO Corporation                                 $19,084

Eli Elexia and Pini Cabvz                        $18,000


HARVEST OAKS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Harvest Oaks Drive Associates, LLC
        PO Box 97397
        Raleigh, NC 27624

Bankruptcy Case No.: 10-03145

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $15,832,000

Scheduled Debts: $14,634,161

The petition was signed by Max Barbour, managing member.

Debtor's List of 8 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wake County Tax Collector                        $222,000

Hunter & Associates LLC                          $29,920

Shanahan Law Group PLLC                          $9,940

Weatherspoon & Voltz LLP                         $6,754

MX Corp                                          $3,243

Piedmont Land Design                             $800

Kinneys Electrical Svc                           $800

Harrell Sign Company                             $320


HAWK CORP: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Cleveland-based Hawk Corp., including the 'B' corporate credit
rating.  At the same time, S&P revised the outlook to stable from
negative.

"The ratings affirmation and outlook revision to stable from
negative reflect the diminishing likelihood that adverse
developments in an ongoing government investigation could pressure
Hawk's liquidity or negatively affect its financial performance,"
said Standard & Poor's credit analyst Gregoire Buet.  The company
disclosed in its annual filing that the SEC's staff had orally
confirmed that it does not intend to recommend any enforcement
action against Hawk.  "While uncertainty remains regarding the
ultimate outcome of this matter, S&P believes this development
somewhat reduces the risks of related adverse developments that
could weaken Hawk's financial position," he continued.

S&P expects Hawk to maintain a moderately leveraged balance sheet
and ample liquidity reserves to accommodate a potentially negative
outcome of the ongoing SEC investigation.  Standard & Poor's could
lower the ratings if adverse developments pressure the company's
liquidity or pose risks to its long-term operating capabilities.
If the risks of related adverse developments become increasingly
more remote, S&P could potentially raise the ratings, provided
that Hawk maintains a financial leverage of less than 5x adjusted
total debt to EBITDA.


HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 86.00 cents-on-
the-dollar during the week ended Friday, April 23, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.58 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on March 26, 2014, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HCA INC: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA Inc. is a
borrower traded in the secondary market at 97.50 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.92 percentage points
from the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Nov. 16, 2013, and carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among 199 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.


HERTZ CORP: Bank Debt Trades at 1% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 98.63
cents-on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.46
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 21, 2012, and carries
Moody's Ba1 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.


HOROWITZ MANAGEMENT: Files for Bankruptcy to Stop Foreclosure
-------------------------------------------------------------
Jessica M. Pasko at The Record reports that Horowitz Management
Corporation made a voluntary filing under Chapter 11 in the U.S.
Bankruptcy Court in California to halt foreclosure.

Horowitz Management owns the Cannon Building.

JPMorgan had sought foreclosure of a building owned by Horowitz
after it defaulted on a mortgage for the building.  The bank said
the Company owes thousands of dollars for the remaining principal
of $830,000 plus interest, late charges and associated attorneys
fees.


HOST HOTELS: S&P Gives Stable Outlook; Affirms 'BB-' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Host Hotels & Resorts Inc. and Host Hotels & Resorts L.P. to
stable from negative.  S&P affirmed all ratings on the company,
including the 'BB-' corporate credit rating.

"The outlook revision reflects S&P's view that Host is likely to
achieve and sustain credit measures appropriate for the current
'BB-' rating over the intermediate term, limiting the risk of a
downgrade," explained Standard & Poor's credit analyst Emile
Courtney.

This is due to S&P's view that hotel room demand in the U.S. will
likely achieve sustained levels of growth in 2010.  As a result,
revenue per available room in the U.S. and at Host will likely
turn positive for full-year 2010.  S&P expects that U.S. RevPAR
will be flat to up 3% in 2010, and this compares to S&P's previous
expectation of a decline between 2% and 6% during the year.  In
addition, S&P is incorporating into the Host rating its belief
that U.S. RevPAR could grow in the mid-single-digit area in 2011.
S&P also anticipate that Host will experience 2010 RevPAR growth
in the low- to mid-single-digit area because the company's
operations are weighted toward higher priced lodging segments
(which are expected to experience faster 2010 RevPAR growth than
the overall industry), although the portfolio is well diversified
by geography.

The stable outlook also incorporates S&P's view that Host will
likely begin to deploy its large excess cash balances to acquire
hotels or to make other meaningful hotel investments, and that it
can improve credit measures to levels that are in line with the
rating.  Host's significant liquidity continues to offer a good
level of credit support for the rating given high levels of gross
leverage that remain following the bottom of the cycle (which S&P
believes was in 2009).

S&P expects 2010 EBITDA generation to be flat to up in the low-
single-digit area, and that Host will complete some investments in
2010, using cash balances, that add to its cash flow base.  As a
result, total lease-adjusted debt to EBITDA could decrease in 2010
from about 8x at December 2009 (depending on the level of cash
flow enhancing investments and acquisitions) and net leverage
could remain flat, in the mid-6x area, which is a bit weak, but
adequate for the current 'BB-' rating given S&P's current view of
Host's business profile.  In addition, S&P anticipate that EBITDA
coverage of interest could improve modestly from the 2x level
reported at December 2009.  S&P's base case macroeconomic
assumption is for U.S. GDP to increase 3% in 2010 and grow by 2.9%
in 2011.

The 'BB-' rating reflects Host's highly leveraged financial risk
profile, reliance on external sources of capital for growth as a
real estate investment trust, the current down cycle and the
generally cyclical nature of lodging, and industrywide
susceptibility to global political events.  These factors are
tempered by the company's currently good liquidity profile, its
high-quality and geographically diversified hotel portfolio within
the U.S. of 110 owned hotels and approximately 62,000 rooms, the
high barriers to entry for new competitors (hotel locations are
primarily in urban and resort markets or close to airports),
strong brand relationships, and an experienced management team.


IONIAN WOODLAND: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ionian Woodland, LLC
        45 Mitchell Blvd #14
        San Rafael, CA 94903

Bankruptcy Case No.: 10-30286

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Noel Knight, Esq.
                  The Law Offices of Noel Knight
                  2616 Harrison St., Suite #1,
                  Oakland, CA 94612
                  Tel: (510) 435-9210
                  Fax: (510) 281-6889

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 3 largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb10-30286.pdf

The petition was signed by Susan McShannock, managing member.


J.C. FLOWERS: Lenders Fight Examiner Bid in Funds' Cases
--------------------------------------------------------
Bankruptcy Law360 reports that lenders are fighting the
appointment of an examiner in the Chapter 11 proceedings of a
group of investment funds managed by J.C. Flowers & Co. LLC,
arguing that the move would have a disruptive effect on already
contentious litigation.


JO-ANN STORES: S&P Withdraws 'B-' Rating on $47.5 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' subordinated
debt rating and '6' recovery rating on Jo-Ann Stores Inc.'s
$47.5 million of 7.5% subordinated notes due to 2012 because the
company repaid the issue in the first quarter of fiscal 2011 (ends
April 30, 2010).  At the same time, S&P's 'B+' corporate credit
rating on Jo-Ann Stores remains on CreditWatch with positive
implications, where S&P originally placed it on Jan. 6, 2010,
following the company's announcement that it was planning to
redeem the remaining $47.5 million of 7.5% subordinated notes due
2012 on March 1, 2010, and coupled with S&P's expectation for
stronger operating performance in the near term, which would lead
to a better credit profile.

Jo-Ann Stores, a specialty retailer of sewing, hobby, and craft
merchandise, had positive comparable-store sales and gross margin
expansion in each quarter of fiscal 2010 (ended Jan. 30, 2010).
In the fourth quarter, comparable-stores sales increased 4.4% and
3.1% for the full year, while gross margins expanded 410 basis
points in the fourth quarter and 260 bps for the full year.  The
company has better leveraged its selling, general, and
administrative costs, which were about 32.7% (based on S&P's
adjustments) of net sales in fiscal 2010, compared with 33.5% in
the prior year.

Furthermore, S&P estimates that Jo-Ann Stores has generated good
free operating cash flow ($194.7 million on a last-12-month
basis), and this allowed it to redeem its bonds early and build
its cash balance to $217.1 million as of Jan. 30, 2010.  In
addition, the company has full availability under its $300 million
asset-based revolving credit facility to provide liquidity.

The company's improved operating performance has enhanced credit
protection metrics.  Operating lease-adjusted debt to EBITDA
improved to 2.8x at the end of fiscal 2010 from 4.6x at the end of
fiscal 2009.  With the note redemption and S&P's expectation for
improved operating performance, S&P expects operating lease-
adjusted debt to EBITDA to be in the 3x area, which is generally
commensurate for ratings in the low or mid-'BB' rating category.

Before resolving the CreditWatch positive placement, S&P will meet
with management to discuss their business strategy and financial
policies.  In particular, S&P will look at how future uses of
debt, if any, or returns to shareholders, if any, will affect the
company's financial risk profile.  S&P expects to resolve the
CreditWatch listing within the next four weeks.


JOHN BEARDSLEY: To Sell Properties Under Plan of Reorganization
---------------------------------------------------------------
Daily Journal of Commerce of Oregon reports that John Beardsley
presented a disclosure statement explaining his plan of
reorganization that outlines deeds in lieu of foreclosure, loan
restructuring or sale of his 18 Portland properties.  A hearing is
set for May 10, 2010, to consider approval of his disclosure
statement.  John Beardsley is a developer in Portland.


JOSHUA FARMER: Wants Easlan to Turn Over Control of Properties
--------------------------------------------------------------
Joshua and Andrea Farmer have asked the U.S. Bankruptcy Court for
the Western District of North Carolina to compel Easlan Management
Company, Inc., to turn over and relinquish control of the
Creekside at Wellington Apartments and Magnolia Ridge Apartments
(the Properties).

The Debtors have also asked for the turnover of the books and
records related to the Properties, as well as rents, profits and
proceeds collected from the operation of the Properties.

Easlan is currently in possession of the Properties, the books and
records related to the Properties, and the rents and profits
collected by Easlan that were derived from the Properties.  Easlan
is currently in possession of approximately $300,000 of rents and
profits derived from the Properties that Easlan has collected
since the time it was appointed as the receiver in the State Court
Action.

On the Petition Date, Debtors notified Easlan of the commencement
of the case, and subsequently requested that Easlan:
(i) relinquish control of the Properties, (ii) turnover the books
and records related to the Properties, and (iii) turnover all
rents and profits collected related to the operation of the
Properties.  Easlan has refused to turn over the rents and profits
from the operation of the Properties, and has given conflicting
statements as to whether it would relinquish control of the
Properties and the books and records related thereto.

The Debtors have asked the Court to declare that tenant security
deposits held in a segregated trust account are not estate assets.
Under the laws of North Carolina and South Carolina, security
deposits are not property belonging to a landlord.  Rather, they
are a tenant's property held in trust by the landlord.  The
purpose of a security deposit is to provide a potential remedy for
a landlord in the event of a tenant's default on the lease.  Thus,
unless and until a tenant defaults on its lease terms, a tenant
continues to have full ownership rights in the security deposit.
As a result, the security deposits held in trust accounts are not
property of the Debtors' estates.  The Debtors want to return the
security deposits to the respective tenants as and when they
become due.

                       About Joshua Farmer

Rutherfordton, North Carolina-based Joshua Farmer and Andrea
Farmer -- dba Two Mile Properties, LLC, et al. -- filed for
Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. W.D.
N.C. Case No. 10-40270).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Raymond Farmer and Diane Farmer filed a separate Chapter 11
petition on April 5, 2010 (Case No. 10-40269), listing $10,000,001
to $50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Travis W. Moon, Esq., at Hamilton Moon Stephens Steele Martin,
assists the Debtors in their restructuring efforts.


JULIO ESTRADA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Julio Estrada
               Be Thi Estrada
               aka Be Estrada
               aka Be T Estrada
               11279 Crestridge Ct.
               Rancho Cucamonga, CA 91737

Bankruptcy Case No.: 10-21910

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Robert G. Uriarte, Esq.
                  Uriarte & Wood Attorneys at Law
                  1175 E Garvey St Ste 210
                  Covina, CA 91724
                  Tel: (626) 859-1100
                  Fax: (626) 859-3150
                  E-mail: robert@uriarte-wood.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Julio Estrada and Be Thi Estrada.


KEITH PELZEL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Keith Raymond Pelzel
          fdba Five Ball Contruction, Inc.
        1121 Harrison Avenue, No. 500
        Centralia, WA 98531

Bankruptcy Case No.: 10-43131

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B Snyder

Debtor's Counsel: Dallas W. Jolley, Esq.
                  Attorney at Law
                  4707 S Junett Street, Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: jolleypatricia@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Debtor's list of 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb10-43131.pdf

The petition was signed by the Debtor.


LAS VEGAS MONORAIL: Seeks Exclusivity Extension Until August 17
---------------------------------------------------------------
netDockets reports that Las Vegas Monorail Company is seeking an
extension of its exclusive periods to (i) file a plan of
reorganization through August 17, 2010; and (ii) seek acceptances
of such a plan through October 18, 2010.  LV Monorail's exclusive
period to file a plan of reorganization expires May 19, 2010.

According to netDockets, the Debtor explained it "has not had a
reasonable period, in light of the bankruptcy case in its
entirety, to formulate, propose, and solicit the required
acceptances of a plan."

According to netDockets, LV Monorail said it is committed to
"conclud[ing] this bankruptcy case as quickly and cost effectively
as possible," but its efforts have been hampered by two
outstanding issues:

     1) the bid by Ambac Assurance Corporation -- later joined by
        Wells Fargo Bank, N.A. -- to dismiss the chapter 11 case.
        Ambac, which had over $1.1 billion in exposure on the
        Monorail's first tier bonds pursuant to insurance policies
        asserted that Monorail is a "municipality" under the
        Bankruptcy Code and, as such, not eligible to file under
        Chapter 11; and

     2) Wells Fargo's objection to the Debtor's use of its cash
        collateral.  Wells Fargo filed the objection early in the
        cases in its role as indenture trustee for LV Monorail's
        first tier, second tier and subordinate bonds.

Neither issue has been ruled upon by the Bankruptcy Court despite
extensive discovery and briefing.  According to netDockets, the
Debtor argues that it should not expend the significant resources
required to formulate a plan of reorganization until the Court
decides whether to dismiss the Chapter 11 case and, regardless,
cannot negotiate the terms of a plan with its bondholders until
the Court determines the extent of their rights in the Debtor's
cash proceeds.

According to netDockets, the Debtor also said the issues between
the parties are further complicated by Ambac's transfer of the
surety bond and insurance policy relating to the first tier bonds
to a segregated account and a related rehabilitation proceeding
commenced in the Circuit Court for Dane County, Wisconsin.  Wells
Fargo is challenging the transfer of the surety bond and policy to
the segregated account and, additionally, Las Vegas Monorail
argues that the transfer call into question Ambac's "standing and
role in this case," netDocket says.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange (ticker symbol
ABK).  Ambac's principal operating subsidiary is Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations.

Ambac Assurance has earned a Caa2 rating from Moody's Investors
Service, Inc., with a developing outlook and a CC rating from
Standard & Poor's Ratings Services with a developing outlook.
Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for the second
quarter of 2009.

Dow Jones notes Ambac once boasted top triple-A credit ratings.
In November 2009, Ambac warned it could have problems paying off
debt that comes due in 2011.  According to Dow Jones, Ambac
Financial said it was considering strategies that include a
prepackaged bankruptcy-court filing.

Before the financial crisis, Ambac was the second-biggest bond
insurer behind MBIA Inc.

                        Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 94.41 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.59
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.


LEHMAN BROTHERS: Seeks Court OK of $99MM Deal with Millennium
-------------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. is
seeking court approval of a deal that will see Millennium
Management LLC shelling out $99 million to settle an adversary
proceeding over certain swap transactions and a partnership
agreement.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVI STRAUSS: Moody's Assigns 'B2' Rating on Senior Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Levi Strauss &
Co proposed senior unsecured notes.  All other ratings including
its B1 Corporate Family Rating were affirmed.  The rating outlook
remains stable.

LS&Co is issuing $460 million of unsecured notes due 2020 and
EUR275 million of unsecured notes due 2018.  Proceeds from these
new notes will be used to fund the early redemption of its
$446.21 million 9-3/4% Senior Notes due 2015 and EUR250.0 million
8 5/8% Senior Notes due 2013 and to pay related financing fees and
tender premiums.  Moody's expects that it will withdraw ratings on
the existing notes due 2013 and 2015 upon successful completion of
the tender offer.  Moody's views this series of transactions as
positive for the company, as it will lengthen the company's debt
maturity profile with no material change in the company's credit
metrics.

LS&Co's B1 Corporate Family Rating primarily reflects the
company's high financial leverage, the company's high reliance on
a single product category (mens' slacks) for the majority of
revenues, and moderating operating margins.  These factors are
offset by the benefits of the company's geographic diversity, the
ownership of the iconic "Levi's" brand, and its good liquidity
profile.

These ratings were assigned:


* $460 million senior unsecured notes due 2020 at B2 (LGD 4, 63%)

* EUR275 million senior unsecured notes due 2018 at B2 (LGD 4,
  63%)

These ratings were affirmed and LGD assessments amended:

* Corporate Family Rating at B1

* Probability of Default Rating at B1

* $325 million senior term loan due 2014 at B2 (LGD 4, 63% was LGD
  4, 66%)

* $350 million senior notes due 2016 at B2 (LGD 4, 63% was LGD 4,
  66%)

These ratings were affirmed and will be withdrawn upon completion
of the tender offer for these notes:

* EUR250 million Euro senior notes due 2013 at B2
* $446 million senior notes due 2015 at B2

Moody's last rating action on Levi Strauss & Co was on
February 25, 2010, when the company's rating outlook was revised
to stable from positive and all other ratings were affirmed.

San Francisco, CA based Levi Strauss & Co. markets apparel
products in more than 110 countries primarily under the "Levi's",
"Dockers" and "Signature by Levi Strauss" brands.  The company had
global net revenues of approximately $4.2 billion for the twelve
month period ending February 28, 2010.


LEVI STRAUSS: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on San Francisco, Calif.-based Levi
Strauss & Co.  The outlook is stable.

At the same time, S&P assigned a 'B+' rating (same as the
corporate credit rating on Levi) to the company's proposed senior
unsecured note offering which will be comprised of two tranches
(US$460 million and ?275 million) totaling roughly $835 million.
The recovery rating is '4', indicating S&P's expectation that
lenders will receive average (30% to 50%) recovery in the event of
a payment default.  The ratings are based on preliminary terms and
are subject to review upon receipt of final information.  The
company will use proceeds from the offering primarily to refinance
existing unsecured notes.

"The ratings on Levi Strauss & Co. reflect its leveraged financial
profile, participation in the highly competitive denim and casual
pants market, and some continued weakness in consumer spending,"
said Standard & Poor's credit analyst Linda Phelps.  The rating
also incorporates the inherent fashion risk in the apparel
industry and the company's narrow business focus.  "However, S&P
acknowledge the company's well recognized Levi's brand, which
accounts for more than 75% of revenues, the company's long
operating history, and distribution channel diversity both by
retail customer and geography."

Though wholesale channel sales remain under pressure as retailers
continue to maintain lean inventory levels, the company's recent
operating performance showed signs of recovery.  Following a full-
year 2009 revenue decline of 6.7%, the company's revenues for
first quarter 2010 were 8.8% higher year-over-year.  Levi Strauss
had revenue growth across all three of its geographic operating
segments with growth in its retail channel offset by a continued
decline in wholesale sales.  In the Americas, growth in retail
sales of its Levi's brand helped performance, offset by some
continued weakness in its Dockers and Signature brands.  Growth in
Europe was attributed to growth in footwear sales and higher sales
in the company-operated retail network.  In Asia, the company's
smallest segment, growth in retail network in China and India was
partially offset by declines in Japan.

The outlook is stable.  S&P expects Levi Strauss' operating
performance to remain relatively stable given the company's global
market positions and improving operating trends.  S&P may lower
its rating if operating performance trends deteriorate and total
adjusted debt-to-EBITDA leverage increases to more than 6.0x.  For
this to occur, EBITDA would need to fall roughly 15%.
Alternatively, S&P would raise the rating if operating performance
improves and it is able to sustain adjusted debt-to-EBITDA below
4.0x.  EBITDA would need to rise roughly 28% for this to occur.


LINCOLN PARK SAVINGS: Closed; Northbrook Bank Assumes Deposits
--------------------------------------------------------------
Lincoln Park Savings Bank of Chicago, Illinois, was closed on
April 23, 2010, by the Illinois Department of Financial and
Professional Regulation - Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Northbrook Bank and Trust Company, Northbrook,
Illinois, to assume all of the deposits of Lincoln Park Savings
Bank.

The four branches of Lincoln Park Savings Bank reopened on
Saturday, April 24, as branches of Northbrook Bank and Trust
Company.  Depositors of Lincoln Park Savings Bank will
automatically become depositors of Northbrook Bank and Trust
Company.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from Northbrook Bank and Trust Company that it has
completed systems changes to allow other Northbrook Bank and Trust
Company branches to process their accounts as well.

As of Dec. 31, 2009, Lincoln Park Savings Bank had around
$199.9 million in total assets and $171.5 million in total
deposits.  Northbrook Bank and Trust Company will pay the FDIC a
premium of 0.4 percent to assume all of the deposits of Lincoln
Park Savings Bank.  In addition to assuming all of the deposits of
the failed bank, Northbrook Bank and Trust Company agreed to
purchase essentially all of the assets.

The FDIC and Northbrook Bank and Trust Company entered into a
loss-share transaction on $141.5 million of Lincoln Park Savings
Bank's assets.  Northbrook Bank and Trust Company will share in
the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector. The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-357-7599.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/lincoln-park.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $48.4 million.  Northbrook Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives.  Lincoln Park
Savings Bank is the 55th FDIC-insured institution to fail in the
nation this year, and the eighth in Illinois.  The last FDIC-
insured institution closed in the state was New Century Bank,
Chicago, earlier on April 23, 2010.


LYONDELL CHEMICAL: Wins Confirmation of Reorganization Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York confirmed LyondellBasell's Plan of Reorganization today.
The Plan received broad-based support from virtually all creditor
classes entitled to vote on the Plan. LyondellBasell affiliates
currently in voluntary reorganization are projected to emerge from
Chapter 11 protection on April 30, 2010.

"We are extremely proud to announce that in the short period of 15
months, LyondellBasell is poised to exit from Chapter 11," said
Jim Gallogly, LyondellBasell's Chief Executive Officer. "We are
equally grateful to our creditors for the confidence they have
expressed in our reorganization by voting overwhelmingly to
support our plan, and to our customers and our suppliers for their
support during this unprecedented period in our history.

"We emerge from Chapter 11 as a stronger company and business
partner. Our industry-defining technologies, global reach and
focus on operational excellence will provide LyondellBasell with a
bright future," Gallogly said. "Through this reorganization we
have solidly positioned the company to be an industry leader with
a significantly improved balance sheet, excellent liquidity, a
more efficient organizational structure, and a new management
team."

Sound Capitalization and Lower Debt

In conjunction with the emergence from Chapter 11, LyondellBasell
raised $3.25 billion of first priority debt, including $2.25
billion and Euro375 million offerings of senior secured notes in a
private placement and borrowings of $500 million under a senior
term loan facility as part of its exit financing. The net proceeds
from the sale of the notes, together with borrowings under the
term loan, a new European securitization facility, and proceeds
from a $2.8 billion rights offering, will be used to repay and
replace certain existing debt, including debtor-in-possession
credit facilities and an existing European securitization
facility, and to make certain related payments.

Upon emergence from Chapter 11, the company expects to have
approximately $7.2 billion of total consolidated debt and
approximately $5.2 billion of net consolidated debt, including
approximately $2 billion of cash and cash equivalents. There will
also be approximately $2.4 billion of lending commitments under an
asset backed lending facility in the U.S.and a European revolving
trade accounts receivable securitization, of which approximately
$1 billion will be undrawn at emergence. When LyondellBasell filed
for Chapter 11, it had consolidated debt of approximately $24
billion.

"Our reorganization plan significantly de-levers our capital
structure," Gallogly said.

New Publicly Traded Parent Company

As part of the reorganization a new parent holding company was
formed, LyondellBasell Industries N.V., a public limited liability
company incorporated in the Netherlands. LyondellBasell Industries
AF S.C.A., a Luxembourg company which was the former parent
holding company, will no longer be a part of LyondellBasell.
LyondellBasell's corporate seat will be Rotterdam, Netherlands,
with administrative offices in Houston and Rotterdam.

LyondellBasell is arranging for the stock of the new parent
company to be publicly traded on the New York Stock Exchange. The
listing is currently projected for the third quarter 2010.
Approximately 563.9 million shares of common stock will be issued
under the Plan. This includes 300 million shares of Class A new
common stock issued in exchange for allowed claims under the Plan.
Approximately 263.9 million shares of Class B stock are being
issued in connection with the rights offering.

Plan Distributions

Under the Plan, administrative and priority claims, as well as the
new money debtor-in-possession (DIP) financing will receive
payment in full. DIP roll-up lenders will be issued new notes in
the same principal amount. Holders of senior secured claims will
receive approximately 93 percent of the Class A shares of the new
holding company in exchange for their claims. Most allowed general
unsecured claims will receive a pro-rata distribution of cash and
Class A shares under the terms of a settlement among
LyondellBasell and its creditor constituencies. Holders of
subordinated claims, securities claims and equity claims will not
receive or retain any interest or property under the Plan of
Reorganization.

The organizational structure of the company in North America will
be simplified by the removal of 90 legal entities. The ultimate
ownership of 49 of these entities (identified as Schedule III
Debtors in the Plan) will be transferred to a new owner, the
Millennium Custodial Trust, a trust established for the benefit of
certain creditors, and these entities will no longer be part of
LyondellBasell. In addition, certain real properties owned by the
Debtors, including the Schedule III Debtors, will be transferred
to the Environmental Custodial Trust which will own and remediate
these properties. Any associated liabilities of the entities
transferred to and ultimately owned by the Millennium Custodial
Trust will be the responsibility of those entities and claims
regarding those entities will be resolved solely using their
assets and the assets of the trust. In total, $250 million of cash
will be used to fund the two trusts, including approximately $80
million to the Millennium Custodial Trust and approximately $170
million to fund the Environmental Custodial Trust and to make
certain direct payments to the Environmental Protection Agency and
certain state environmental agencies.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Unit Accepts $1.7M to End Dispute
----------------------------------------------------
A subsidiary of Lyondell Chemical Co. has hammered out its
differences with Occidental Chemical Corp. over millions of
dollars of ethylene sales and accepted $1.7 million to resolve a
long-running dispute about offsets Occidental claimed were in
order, Bankruptcy Law360 reports.  Equistar Chemicals LP and
Occidental asked Judge Robert E. Gerber of the U.S. Bankruptcy
Court for the Southern District of New York to approve the
stipulation, according to Law360.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MAC-GRAY CORP: S&P Gives Stable Outlook; Affirms 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
ratings outlook on Waltham, Mass.-based Mac-Gray Corp. to stable
from negative.  At the same time, S&P affirmed its ratings on the
company, including the 'BB-' corporate credit rating.

"The outlook revision reflects S&P's belief that despite a
difficult operating environment, the company should be able to
maintain credit measures close to current levels," said Standard &
Poor's credit analyst Susan H. Ding.  "Mac-Gray also has improved
its covenant cushion under its secured credit facility as a result
of debt repayment."

The ratings on Mac-Gray Corp. incorporate the company's
vulnerability to economic conditions (especially apartment vacancy
rates), its acquisition strategy, moderately high leverage, and
relatively narrow business focus.  Nevertheless, Mac-Gray benefits
from its position as a national supplier of debit card- and coin-
operated laundry equipment services in the highly fragmented and
regional U.S. laundry market, and its historically relatively
stable and predictable cash flow stream, although organic revenue
growth has slowed in recent periods.

Mac-Gray is a leading supplier of outsourced laundry services for
multifamily housing properties in the U.S.  The market is highly
fragmented, and the company estimates Mac-Gray and Coinmach Corp.
(B-/Stable/--) account for close to one-third of the market.  Many
smaller, regional, and local operators represent another one-third
of the market, with property owners and/or management companies
operating the remaining third of the industry.  The company is a
regional provider and operates in 43 states and the District of
Columbia.

The stable outlook reflects S&P's expectation that the company
will be able to maintain credit measures close to current levels
even if the weak economy and higher apartment vacancy rates
continue to challenge the company.  However, S&P could lower the
ratings if operating trends and credit measure deteriorate, and/or
the company cannot maintain sufficient (at least 10%) cushion on
its financial covenants, or if leverage exceeds 5x.  On the other
hand, although unlikely in the near term, S&P may consider raising
the ratings if the company is able to significantly improve its
credit measures, if the company can reduce leverage to under 3.5x,
and sustain covenant cushion levels above 20%, while underlying
business trends stabilize and/or improve.  EBITDA would have to
rise 20% for leverage to decline to 3.5x, assuming debt remains
unchanged.


MARQUEE HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Marquee
Holdings, Inc., and related entities, including investment parent
holding company AMC Entertainment Holdings, Inc. and operating
subsidiary holding company AMC Entertainment, Inc.  Marquee's
corporate family and probability of default ratings remain B2.
The company has strong liquidity (SGL-1 speculative grade
liquidity rating) and sufficient financial flexibility to defend
its rating as it approaches the refinancing stage for significant
2012-through-2014 debt maturities.  This somewhat off-sets
otherwise anemic free cash flow generation and gradual erosion of
leverage and coverage measures.  The rating outlook remains
stable.

The company's ongoing nominal free cash flow profile, its
relatively high financial leverage and a general inability to
repay debt from internally generated cash flow are the key rating
considerations as 2012-2014 debt maturities advance.  Over the
next several quarters, refinancing risk will become an
increasingly important component of the ratings assessment - and
while Marquee has sizeable (~$535 million) cash balances, Moody's
consider much of it "reserved" to fund the pending acquisition of
Kerasotes Showplace Theatres, and to repay the ~$200 million
balance of PIK debt at AMC Entertainment Holdings, Inc..  After
accounting for the impact of these items, the cash balance is much
depleted and Moody's anticipate run-rate free cash flow-to-debt
(FCF/TD, measured with Moody's standard adjustments) may be less
than 2.5% unless business combination synergies are meaningful and
quickly realized.  While this reflects ratings pressure, Marquee
holds a substantial liquid interest in National CineMedia that
could be liquidated if need be.  The latent debt repayment
capacity is a key rating consideration.

Marquee's very good liquidity arrangements (considered over
Moody's forward four-quarter SGL rating horizon) provide a
positive ratings influence.  The combination of cash on-hand and
to-be-generated cash flow should be more than sufficient to cover
expected disbursements.  The company has an adequately sized
credit facility that is committed for +/- two years, and access is
unlikely to be restricted by financial covenant compliance issues.
Other than its National CineMedia interest, Marquee is not
perceived as having significant non-core assets that could be
monetized as an alternative means of generating cash flow (any
divestiture of National CineMedia would be at the cost of reduced
dividend inflow); still, the combination of the other attributes
supports the SGL-1 rating.

Rating and Outlook Actions:

Issuer: AMC Entertainment Holdings, Inc.

  -- Outlook, Unchanged at Stable
  -- Term Loan, Unchanged at Caa1 (LGD6, 95%)

Issuer: Marquee Holdings, Inc.

  -- Outlook, Unchanged at Stable

  -- Corporate Family Rating, Unchanged at B2

  -- Probability of Default Rating, Unchanged at B2

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1,
     with the loss given default assessment revised to LGD6, 90%
     from LGD6, 91%

Issuer: AMC Entertainment, Inc.

  -- Outlook, Unchanged at Stable

  -- Senior Secured Bank Credit Facility, Unchanged at Ba2, with
     the loss given default assessment revised to LGD1, 9% from
     LGD2, 10%

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at B1,
     with the loss given default assessment revised to LGD3, 36%
     from LGD3, 37%

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at
     Caa1, with the loss given default assessment revised to LGD5,
     77% from LGD5, 78%

Moody's most recent rating action concerning Marquee was taken on
May 27, 2009, at which time Marquee's new $600 million senior
unsecured notes were rated B1 and the SGL rating was upgraded to
SGL-1.

Marquee's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Marquee's core industry and Marquee's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Kansas City, Missouri, Marquee is an investment
holding company that, through AMC Entertainment, Inc., owns and
operates 299 theatres and 4,528 screens, 99% of which are located
in the United States and Canada.  Marquee is indirectly owned
through AMC Entertainment Holdings, Inc. by a private equity
consortium comprised of: J.P. Morgan Partners, LLC, Apollo
Management, L.P., and certain related investment funds and
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors.


MEDICAL PROPERTIES: S&P Assigns 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Medical Properties Trust Inc. and its subsidiary,
MPT Operating Partnership L.P.  At the same time, S&P assigned its
'BB' issue rating and S&P's '2' recovery rating to MPT Operating
Partnership's $450 million secured credit facility, which is
guaranteed by Medical Properties.  The credit facility consists of
a $300 revolver and a $150 term loan.  The '2' recovery rating
indicates S&P's expectation for substantial (70%-90%) recovery in
the event of default.  The outlook is stable.

"S&P's ratings on Medical Properties acknowledge the real estate
investment trust's smaller market position, counterparty risk
relating to a concentrated tenant base and the tenants' potential
exposure to adverse changes in government reimbursement programs,
and the single-purpose nature of many of the REIT's health care
properties," said credit analyst James Fielding.  "That being
said, currently solid rent coverage at the tenant level mitigates
near-term downside risk to the REIT's cash flow, in S&P's opinion.
Additionally, the trust alleviated near-term liquidity concerns
with a common equity offering and a new secured credit facility
that essentially eliminated near term maturity risk."

The stable outlook acknowledges the ample cash flow cushion that
current tenant rent coverage ratios and the trust's corporate
level credit measures provide at the current rating.  S&P would
consider raising S&P's corporate credit rating on Medical
Properties by one notch if the trust grows and diversifies its
tenant base and maintains leverage and coverage measures at or
above historical norms.  S&P would lower its rating if average
tenant rent coverage levels fall nearer to 3.0x because of
greater-than-anticipated financial stress or if it appears that a
default by a large tenant is imminent.


MEDICOR LTD: Court Approves $4.5-Mil. Insurance Settlement
----------------------------------------------------------
Bankruptcy Law360 reports that a federal bankruptcy judge has
signed off on a $4.5 million insurance settlement that will end
litigation over allegations that executives at MediCor Ltd. stole
money from a holding company and then negligently took on millions
of dollars in debt.

Law360 says Judge Mary F. Walrath of the U.S. Bankruptcy Court for
the District of Delaware approved the settlement Tuesday.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for Chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Lead Case No. 07-10877) to effectuate the orderly marketing and
sale of their business.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, represent the
Debtors' as Delaware counsel.  The Debtors engaged Alvarez &
Marsal North America, LLC as their restructuring advisor.  David
W. Carickhoff, Jr., Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules of assets and debts, MediCor Ltd. disclosed total assets
of $96,553,019, and total debts of $158,137,507.


METRO-GOLDWYN-MAYER: Debt Trades at 53% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 47.28
cents-on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.78
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 8, 2012, and Moody's and
Standard & Poor's do not rate it.  The debt is one of the biggest
gainers and losers among 199 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on April 12, 2010,
Bankruptcy Law360 said brothers Tony and Sir Ridley Scott have
expressed an interest in running MGM.  According to Bankruptcy
Law360, the entertainment business duo have said they would be
interested in running the studio, possibly pitting them against
bidders including Time Warner Inc.

As reported by the Troubled Company Reporter on April 1, 2010, Dow
Jones Newswires' Nat Worden said MGM creditors agreed to extend
the studio's debt deadline as it explores strategic options, like
a sale of the company.  Dow Jones said the extension -- the fourth
such move in the past few months -- allows MGM to put off payments
on its nearly $4 billion debt load until May 14, according to
Susie Arons, an outside spokeswoman for company.

As widely reported, creditors have been disappointed with the bids
that came in for MGM.  Bloomberg, citing an unidentified person,
relates that Time Warner Inc. offered $1.5 billion.  Billionaire
Len Blavatnik's Access Industries proposed to reduce MGM's debt
and provide cash for film production.  Lions Gate Entertainment
Corp. dropped out of the bidding.  Liberty Media Corp. and Elliott
Management Corp. are also out.

MGM put itself up for sale last year after failing to make
payments on $3.7 billion in debt.

The Wall Street Journal reported early in March that MGM is
readying a backup plan should bids for its assets come in too low.
Sources told the Journal, MGM creditors are increasingly willing
to assume control over the studio.  The sources said that under
that scenario, MGM would likely pursue a "standalone" plan in
which lenders would convert their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August, it hired the
restructuring expert Stephen F. Cooper to help lead the company.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MGM MIRAGE: Annual Stockholders' Meeting Set for June 15
--------------------------------------------------------
The Annual Meeting of Stockholders of MGM MIRAGE will be held at
the ARIA Resort & Casino in the Bristlecone Ballroom 5 & 6 located
within CityCenter at 3730 Las Vegas Boulevard South, in Las Vegas,
Nevada, on June 15, 2010, at 10:00 a.m., Pacific Time, for these
purposes:

     1) To elect a Board of Directors;

     2) To ratify the selection of the independent registered
        public accounting firm for the year ending December 31,
        2010;

     3) To amend and restate the Certificate of Incorporation of
        the Company to change the name of the Company from "MGM
        MIRAGE" to "MGM Resorts International";

     4) To consider a stockholder proposal if presented at the
        Annual Meeting; and

     5) To transact such other business as may properly come
        before the meeting or any adjournments thereof.

Stockholders of record at the close of business on April 21, 2010
are entitled to notice of and to vote at the Annual Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?609f

In an April 21, 2010 statement, MGM MIRAGE said the brand
evolution would preserve the Company's connection to its renowned
entertainment legacy while more accurately reflecting its
collection of signature resorts and its global reach.  Subject to
shareholder approval at the annual meeting on June 15, the company
will assume the MGM Resorts International name immediately.

"MGM Resorts International better represents the global presence
our company has today and the vision we see for its future. At the
same time, it is imperative that we maintain a connection to the
historic past associated with the iconic MGM name, one of the most
established brands in the entertainment industry," said Jim
Murren, Chairman and CEO of MGM MIRAGE.  "We believe this change
will positively impact how customers, investors and the public
perceive our collective strengths and abilities."

The origin of the corporate name dates back to ownership of the
Metro Goldwyn Meyer movie studio first purchased by MGM MIRAGE's
largest shareholder, Kirk Kerkorian in 1969.  The company
developed the original MGM Grand Hotel in Las Vegas in 1973 and
later, in 1993, developed the current MGM Grand Hotel. From that
singular MGM Grand resort, MGM MIRAGE has been built through a
series of developments and acquisitions to now encompass 15 wholly
owned properties, four joint-venture developments, and the MGM
MIRAGE Hospitality subsidiary, which holds more than one dozen
global management and license agreements utilizing multiple resort
brands within the MGM MIRAGE portfolio.

"MGM Resorts International will become the brand that collectively
represents the best-known, most respected hospitality brands in
the world," added Murren. "We will accomplish this through a
common vision for employees, increased cross-utilization
throughout our portfolio and international expansion through
strategic investments in high-value markets as well as license and
management agreements."

MGM MIRAGE owns and operates 15 properties located in Nevada,
Mississippi and Michigan.  MGM MIRAGE has 50% investments in four
properties in Nevada, Illinois and Macau, including MGM Grand
Macau and CityCenter. MGM MIRAGE Hospitality, a subsidiary of MGM
MIRAGE, has entered into management agreements for casino and non-
casino resorts throughout the world including the People's
Republic of China, India and the United Arab Emirates. MGM MIRAGE
and Pearl Dubai FZ LLC announced plans last May to develop
Bellagio, MGM Grand, and Skylofts hotels, as well as branded
residences at Dubai Pearl, the USD4 billion (AED15 billion) world-
class, fully integrated luxury development in Dubai, United Arab
Emirates. The hotels are expected to be operational in 2013.

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

The Company reported $22.51 billion in total assets, $2.38 billion
in total current liabilities, $3.03 billion in deferred income
taxes, $12.97 billion in long term debt, and $256.83 million other
long term obligation, resulting to a $3.87 billion stockholders'
equity as of Dec. 31, 2009.  At September 30, 2009, MGM MIRAGE had
stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on March 22, 2010,
Moody's Investors Service affirmed MGM MIRAGE's ratings, including
its Caa1 Corporate Family Rating and raised the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-4.  The
rating outlook remains stable.

As reported by the TCR on March 11, 2010, Standard & Poor's
Ratings Services affirmed all of its existing ratings on MGM
MIRAGE, including the 'CCC+' corporate credit rating.  The rating
outlook is developing.  "The 'CCC+ corporate credit rating
reflects MGM MIRAGE's significant debt burden, S&P's expectation
for continued declines in cash flow generation in 2010, and the
company's tight liquidity position," said Standard & Poor's credit
analyst Ben Bubeck.


MORGAN STANLEY FUND: Lenders Grant 60-Day Extension of Hotel Loan
-----------------------------------------------------------------
Reuters reports that Msref VI, a Morgan Stanley real estate fund,
won an agreement with lenders -- Citigroup Inc., Shinsei Bank and
Singapore sovereign wealth fund GIC -- for a 60-day extension --
beyond an April 25 deadline -- on about $2.4 billion in loans used
in a troubled hotel investment in Japan, two sources with
knowledge of the deal said.  Reuters says the extension will give
the fund a chance at holding onto the chain of 13 hotels it bought
from All Nippon Airways for about JPY280 billion (US$3 billion) in
2007.

According to Reuters, the value of the fund's investment is
widely thought to have sunk well below the JPY225 billion
(US$2.4 billion) in loans it took on to finance the deal.
Reuters says the portfolio of hotels is now likely worth just
JPY150 billion, or a little more than half the original purchase
price, according to the estimates of two bankers who are not
directly involved in the deal.

According to Reuters, sources said Citigroup, Shinsei and GIC will
negotiate with the fund on a new transaction during the extension
period.  One source said this could involve bringing a new equity
investor into the deal.

Reuters recalls Citigroup and Shinsei together extended
JPY180 billion in loans for the deal, composed of JPY120 billion
in senior loans and JPY60 billion in junior loans.  A portion was
syndicated to other banks, sources have told Reuters.

Reuters further notes GIC provided JPY45 billion in loans that
were junior to the loans provided by Citigroup and Shinsei.
According to Reuters, a person familiar with the transaction said
that in the case of default, GIC has the right to negotiate with
Citigroup and Shinsei to buy their loans and take control of the
property.  Reuters says this has prompted speculation that GIC
could become the new owner of the hotel chain, which includes the
ANA Intercontinental Tokyo in Tokyo's Roppongi area and two hotels
in resort areas on the southern island of Okinawa.

Reuters says officials for Morgan Stanley, Citigroup, Shinsei and
GIC declined to comment.

The Wall Street Journal and Financial Times reported that Morgan
Stanley has warned investors that the $8.8 billion Msref VI fund
could lose as much as $5.4 billion,


MPT OPERATING: Moody's Assigns 'Ba1' Rating on Senior Facility
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba1 to the
proposed senior secured credit facility of MPT Operating
Partnership, L.P.  Moody's has also assigned a Ba1 corporate
family rating to Medical Properties Trust.  The outlook is stable.
This is the first time Moody's has assigned ratings to the
healthcare REIT which invests in various types of general acute
care (70% of portfolio), long-term acute care (19%), inpatient
rehabilitation (8%), wellness (2%) and medical office facilities
(1%).

Moody's Ba1 senior secured rating reflects MPT's sound operating
performance and good EBITDAR coverage ratios on most of its
facilities.  The rating also reflects MPT's modest overall
leverage (43% of gross assets as of YE09) and healthy fixed charge
coverage (2.9x for 2009).  Moody's believes that the REIT's credit
metrics provide good cushion for the potential earnings volatility
it could experience from its healthcare business.  Hospitals are
operating intensive assets whose earnings are subject to a high
degree of volatility due to reimbursement and regulatory risks.
These risks are compounded by MPT's small size and geographic and
tenant concentrations.  The REIT has geographic concentration in
California (44% of 2009 revenues) in addition to large tenant
concentrations with Prime Healthcare Services (Moody's B2
Corporate Family Rating) and Vibra Healthcare (38% and 14%,
respectively).

MPT's financial flexibility is limited given its lack of
unencumbered assets.  However, Moody's expects the REIT's
liquidity to improve significantly following a series of recently
announced capital market transactions.  In April 2010, the REIT
raised $250 million of common equity and concurrently announced it
was tendering for its convertible notes due in 2011 ($138 million
outstanding).  MPT also announced that it had begun syndication
for a new, larger secured credit facility of up to $450 million
($150 million, 6-year term loan and $300 million, 3-year
revolver).  Consummation of these transactions would leave the
REIT with modest near-term debt maturities ($9M in 2011), lower
overall leverage and sufficient liquidity to fund near-term growth
objectives.

Moody's notes that the proposed $450 million secured facility will
be guaranteed by the vast majority of MPT's portfolio.  However,
the lack of unencumbered assets left in the portfolio will
continue to constrain MPT's balance sheet flexibility over the
longer term.

The stable rating outlook reflects Moody's expectation that MPT
will continue to demonstrate sound operating performance with
stable portfolio coverage ratios.  Moody's also expects the REIT
to maintain modest overall leverage, even as some of its current
liquidity is expected to be used to fund future growth.

Moody's indicated that upward rating movement would be driven by
reduced tenant concentration (no operator comprising more than 10%
of revenues) and a reduction in secured debt levels (below 10% of
gross assets) coupled with a substantive increase in the
unencumbered asset pool.  Growth in size, closer to $3 billion in
gross assets, would also support a rating upgrade.

A downgrade would occur if fixed charge coverage were to fall
below 2.5x or effective leverage were to rise above 50% of gross
assets on a sustained basis.  In addition, deterioration in
property level coverage ratios could also result in a downgrade.

These ratings were assigned with a stable outlook:

* Medical Properties Trust -- Ba1 corporate family rating
* MPT Operating Partnership, L.P. -- Ba1 senior secured rating.

This is the first rating assigned to Medical Properties Trust by
Moody's.

Medical Properties Trust, Inc., is a real estate investment trust
that acquires, develops, leases, and makes investments in
healthcare facilities.  These facilities include inpatient
rehabilitation hospitals, long-term acute care hospitals, regional
acute care hospitals, ambulatory surgery centers and other single-
discipline healthcare facilities, such as heart hospitals and
orthopedic hospitals.  At December 31, 2009, Medical Properties
Trust reported $1.4 billion in gross assets.


NEW CENTURY BANK: Closed; MB Financial Assumes All Deposits
-----------------------------------------------------------
New Century Bank of Chicago, Illinois, was closed April 23, 2010,
by the Illinois Department of Financial and Professional
Regulation - Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of New Century Bank.

The three branches of New Century Bank reopened on Saturday, April
24, as branches of MB Financial Bank, National Association.
Depositors of New Century Bank will automatically become
depositors of MB Financial Bank, National Association.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from MB Financial
Bank, National Association that it has completed systems changes
to allow other MB Financial Bank, National Association branches to
process their accounts as well.

As of Dec. 31, 2009, New Century Bank had around $485.6 million in
total assets and $492.0 million in total deposits.  MB Financial
Bank, National Association did not pay the FDIC a premium for the
deposits of New Century Bank.  In addition to assuming all of the
deposits of the failed bank, MB Financial Bank, National
Association agreed to purchase essentially all of the assets.

The FDIC and MB Financial Bank, National Association entered into
a loss-share transaction on $429.1 million of New Century Bank's
assets.  MB Financial Bank, National Association will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers. For more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-883-4390.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/new-century-il.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $125.3 million.  MB Financial Bank, National Association's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives.  New Century Bank
is the 54th FDIC-insured institution to fail in the nation this
year, and the seventh in Illinois.  The last FDIC-insured
institution closed in the state was Citizens Bank&Trust Company of
Chicago, Chicago, earlier on April 23, 2010.


NY TIMES: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on The New York Times Co., along with all issue-level
ratings on the company's debt, on CreditWatch with positive
implications.

"The CreditWatch listing reflects a significant moderation in the
pace of ad revenue decline in the March 2010 quarter, signaling
the potential that The New York Times could achieve and sustain
credit metrics and a liquidity profile in line with a higher
rating," said Standard & Poor's credit analyst Emile Courtney.

Ad revenue declined 6% in the March 2010 quarter compared to a 15%
decline in the December 2009 quarter and near 30% declines in the
first three quarters of 2009.  Total revenue declined 3%, 12%, and
around 20%, respectively, over these time periods (circulation
revenue represents almost 40% of total revenue for the company,
and low-single-digit growth in this revenue segment partially
offset the ad revenue decline).  It is becoming increasingly
likely that as the company cycles the very difficult ad
environment of 2009 and as the economy continues to recover, the
pace of moderation in ad revenue could be meaningfully more
beneficial for the company's credit profile than S&P had
previously anticipated.

The New York Times ended 2009 with lease- and pension-adjusted
total debt to EBITDA just above 6x and EBITDA interest coverage of
nearly 3x.  S&P had incorporated into the current 'B' rating that
2010 EBITDA would be, at best, flat with 2009.  In the first
quarter of 2010, S&P's measure of EBITDA generation (including
severance costs) was $83 million, compared to slightly negative
EBITDA the prior-year period.  As a result, S&P believes it is
likely the company can meaningfully improve credit metrics over
the intermediate term, as well as its liquidity profile, which was
already good for the current rating.

Resolution of the CreditWatch listing will depend on the
likelihood, in S&P's view, of the company being able to sustain
improvements in its credit profile, given S&P's belief that long-
term business risks remain related to expected secular rates of
decline in print ads.  In addition, consideration of the company's
steadily improving liquidity profile will be an important factor.


ONYX CAPITAL: SEC Files Fraud Charges & Seeks Asset Freeze
----------------------------------------------------------
The Securities and Exchange Commission charged a private equity
firm, a money manager and his friend with participating in a
fraudulent scheme through which they stole more than $3 million
invested by three Detroit-area public pension funds.

The SEC alleges that Detroit-based Onyx Capital Advisors LLC and
its founder Roy Dixon, Jr., raised $23.8 million from the three
pension funds for a start-up private equity fund created to invest
in small and medium-sized private companies.  Often to cover
overdrafts in his bank accounts, Dixon illegally withdrew money
invested by the pension funds from the bank accounts of the
private equity fund.  Assisting in the scheme was Dixon's friend
Michael A. Farr, who controls three companies in which the Onyx
fund invested millions of dollars.  Farr diverted money invested
in these entities to another company he owned, withdrew the money
from that bank account, and gave the cash to Dixon.  Farr also
kept some money for himself, and used investor funds to make
payments to contractors building a multi-million dollar house for
Dixon, who lives primarily in Atlanta.

The SEC's complaint, filed in federal district court in Detroit,
also alleges that Dixon and Onyx Capital made a number of false
and misleading statements to defraud the three pension funds about
the private equity fund and the investments they were making.

"These public pension funds provided seed capital to the Onyx
fund, and Dixon betrayed their trust by stealing their money,"
said Merri Jo Gillette, Director of the SEC's Chicago Regional
Office.  "Farr assisted Dixon by making large bank withdrawals of
money ostensibly invested in Farr's companies, and together they
treated the pension funds' investments as their own pot of cash."

According to the SEC's complaint, shortly after the three pension
funds made their first contributions to the Onyx fund in early
2007, Dixon and Onyx Capital began illegally siphoning money.
Dixon and Onyx Capital took more than $2.06 million under the
guise of management fees, and Farr assisted in diverting
approximately $1.05 million through the Onyx fund's purported
investments in companies Farr controlled.  Dixon used the money to
pay personal and business expenses, including construction of his
house in Atlanta and mortgage payments on more than 40 rental
properties Dixon owns in Detroit and Pontiac, Mich.

Under the partnership agreement for the Onyx fund, Onyx Capital
was entitled to receive an annual management fee of 2 percent of
the committed capital within the fund, or $500,000 per year,
payable on a quarterly basis.  The SEC alleges that instead of
deducting management fees on a quarterly basis, Dixon withdrew
money whenever he desired from the Onyx fund's bank accounts under
his control.

According to the SEC's complaint, Onyx Capital invested more than
$15 million from the Onyx fund in three related entities
controlled by Farr - Second Chance Motors, SCM Credit LLC, and SCM
Finance LLC. Farr diverted a portion of the pension fund
investments in Farr's companies to 1097 Sea Jay LLC, another
entity that Farr controlled.  Farr then withdrew large sums of
cash and provided most of it to Dixon while retaining at least
$229,000 for his own benefit.  Farr also used Sea Jay's bank
accounts to make at least $522,000 in payments to construction
companies performing work on Dixon's house in Atlanta.

The SEC further alleges that Dixon and Onyx Capital made numerous
false and misleading statements to Onyx Capital's public pension
fund clients. For example, one pension fund had concerns about
Dixon's inexperience in private equity.  To allay the concerns and
ultimately convince the pension fund to fund the investment, Dixon
sent a letter falsely stating that a purported joint owner of Onyx
Capital with substantial experience evaluating private equity
investments would devote all of his efforts to the Onyx fund. The
letter contained a forged signature of that individual, who had
reviewed certain investment opportunities for the Onyx fund during
his spare time, but has never owned or been employed by Onyx
Capital.  He instead had been working full-time for another
company since 1996.

As alleged in the SEC's complaint, Dixon and Onyx Capital violated
and Farr aided and abetted violations of the antifraud provisions
of the federal securities laws.  The SEC is seeking a court order
for emergency relief, including temporary restraining orders,
asset freezes and accountings.  The complaint seeks permanent
injunctions, disgorgement of ill-gotten gains and financial
penalties.

This case was investigated by Jedediah B. Forkner, Edward W.
Holland, Tina Diamantopoulos, Paul N. Mensheha and Anne C.
McKinley.  John J. Sikora, Jr., an Assistant Director in the Asset
Management Unit of the SEC's Enforcement Division, also
participated in the investigation.


OSCIENT PHARMACEUTICALS: Files Amended Chapter 11 Plan
------------------------------------------------------
BankruptcyData.com reports that Oscient Pharmaceuticals filed with
the U.S. Bankruptcy Court a First Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.  The purpose of
the Plan is to facilitate the liquidation of the Debtors' estates.
The Plan also effects a settlement between Oscient, Guardian and
Paul Royalty Fund Holdings II as well as a settlement between
Oscient, Guardian and Abbott Laboratories.

According to the Disclosure Statement, "The Debtors and the
creditors' committee estimate that the settlement with Paul
Royalty, including the $62.4 million waiver of Paul Royalty's
claims again Oscient, including, without limitation, Paul
Royalty's claims under the 12.5% Notes and the payment of $1
million from the Guardian Estate to the Oscient Trustee, will
greatly enhance the distribution to holders of Oscient Unsecured
claims from approximately 9.6% to approximately 22.5 %, subject to
the actual amount of all claims of any kind allowed against the
Oscient Estate and the total value of assets available for
distribution to holders of such claims."

Also in the DS, "The settlement with Abbott provides for Abbott to
receive an allowed administrative claim against Guardian for
$750,000, and for Abbott to waive its other claims against both
Guardian and Oscient. Abbott has asserted unsecured claims of
approximately $5.2 million against both Guardian and Oscient, as
well as additional unsecured claims contingent on future events
and significant administrative expense claims.  The settlement
avoids the risk, cost and delay of litigating with Abbott over
these claims without any cost to Oscient's Estate.  As a result of
the settlements with Paul Royalty and Abbott, the Debtors are able
to complete the order liquidation of their estates and distribute
their remaining assets to holders of allowed claims in accordance
with the terms of the Plan."

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- and its wholly owned subsidiary,
Guardian II Acquisition Corporation, sell two products, ANTARA
(fenofibrate) capsules, which is a cardiovascular product
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet, and FACTIVE (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the
treatment of acute bacterial exacerbations of chronic bronchitis
and community-acquired pneumonia of mild to moderate severity.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174.0 million and
total liabilities of $255.2 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


OSI RESTAURANT: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
92.04 cents-on-the-dollar during the week ended Friday, April 23,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.64 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 199 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PC-RA LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: PC-RA, LLC
        7000 N. 16th St., Suite 120-300
        Phoenix, AZ 85020

Bankruptcy Case No.: 10-11751

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Jerry L. Cochran, Esq.
                  Cochran Law Firm, PC
                  2929 E. Camelback Rd., Suite 118
                  Phoenix, AZ 85016
                  Tel: (602) 952-5300
                  Fax: (602) 952-7010
                  E-mail: jcochran@cochranlawfirmpc.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb10-11751.pdf

The petition was signed by L.P. Champ, manager.


PEOTONE BANK AND TRUST: First Midwest Bank Assumes All Deposits
---------------------------------------------------------------
Peotone Bank and Trust Company of Peotone, Illinois, was closed on
April 23, 2010, by the Illinois Department of Financial and
Professional Regulation - Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First Midwest Bank of Itasca, Illinois, to assume
all of the deposits of Peotone Bank and Trust Company.

The two branches of Peotone Bank and Trust Company reopened on
Saturday, April 24, as branches of First Midwest Bank. Depositors
of Peotone Bank and Trust Company will automatically become
depositors of First Midwest Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing branch
until they receive notice from First Midwest Bank that it has
completed systems changes to allow other First Midwest Bank
branches to process their accounts as well.

As of Dec. 31, 2009, Peotone Bank and Trust Company had around
$130.2 million in total assets and $127.0 million in total
deposits.  First Midwest Bank will pay the FDIC a premium of 1.0
percent to assume all of the deposits of Peotone Bank and Trust
Company.  In addition to assuming all of the deposits of the
failed bank, First Midwest Bank agreed to purchase essentially all
of the assets.

The FDIC and First Midwest Bank entered into a loss-share
transaction on $57.5 million of Peotone Bank and Trust Company's
assets.  First Midwest Bank will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-517-1839.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/peotone.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $31.7 million.  First Midwest Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Peotone Bank and Trust Company is
the 56th FDIC-insured institution to fail in the nation this year,
and the ninth in Illinois.  The last FDIC-insured institution
closed in the state was Lincoln Park Savings Bank, Chicago,
earlier on April 23, 2010.


PETER GRAVES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Peter J. Graves
        09097 Pine Lake Road
        East Jordan, MI 49727

Bankruptcy Case No.: 10-53046

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Sheldon S. Toll, Esq.
                  Sheldon S. Toll PLLC
                  2000 Town Center, Suite 2550
                  Southfield, MI 48075
                  Tel: (248) 358-2460
                  E-mail: lawtoll@comcast.net

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by the Debtor.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
Double G. Ranch, LLC               --                     04/20/10


PICKWICK ARMS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pickwick Arms Estates, LLC
        12100 Wilshire Blvd., #300
        Los Angeles, CA 90272
        Tel: (310) 850-2254

Bankruptcy Case No.: 10-25372

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  1001 Sixth St Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $5,050,000

Scheduled Debts: $3,753,762

A list of the Company's 5 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb10-25372.pdf

The petition was signed by Robert de Vogelaere, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                   Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mammoth Corona, LLC                    09-21220    10/16/09


PINE MOUNTAIN: Section 341(a) Meeting Scheduled for May 19
----------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Pine
Mountain Properties, LLC's creditors on May 19, 2010, at
10:00 a.m.  The meeting will be held at BK Meeting Room, First
Floor Knoxville, TN.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898).  Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


PLUM CREEK: Moody's Affirms 'Ba2' Rating on Preferred Shelf
-----------------------------------------------------------
Moody's Investors Service affirmed the senior unsecured rating of
Plum Creek Timberlands, LP, at Baa3 and raised the outlook to
positive from stable.  Moody's expects Plum Creek to maintain its
credit profile as well as a large and diverse portfolio of
timberlands.  Moody's also anticipates the firm will address near-
term liquidity needs as the recovery slowly begins to take shape.

"The general uncertainty and negative sentiment prevailing in
March 2009, when Moody's lowered Plum Creek's outlook to stable
from positive, has somewhat lifted," said Chris Wimmer, Vice
President.  "Meanwhile, Plum Creek has generated cash flow
comfortably in excess of fixed charges and dividends, and has
maintained the largest and most diverse -- and importantly,
unencumbered -- timberland portfolio in the United States.
Moody's believe a positive outlook is warranted at this time."

Plum Creek's rating outlook was revised to positive in June of
2007 owing to its leadership in timberland ownership and
management, lower volatility of cash flows and returns, and
enhanced value of its core portfolio through complementary
business lines, such as real estate.  The rating outlook was
subsequently lowered back to stable in March of 2009 due to the
very weak economy, inclement capital markets and deteriorating
forward channels for Plum Creek's timber, most notably new home
construction.  The change in the outlook was not based on any
shifts in the REIT's performance, fundamentally or financially.

Currently, the overall economic environment has begun to
stabilize, with gains in housing starts and payrolls, as well as a
much healthier financial system.  Plum Creek has maintained its
consistently strong performance through the recession with stable
credit metrics and ample liquidity.  Fixed charge coverage has
been 3.5x or greater and net debt to EBITDA has been 5x or less
(both calculations exclude the debt and related charges of the
Southern Timberlands joint venture) for each of the last five
years, and the company has maintained very good liquidity with
payout ratios of 68% or lower and availability on its $750 million
credit line of 57% or better.

Should a steady recovery materialize and Plum Creek successfully
address upcoming bank line and debt maturities, Moody's would
expect to revisit the rating with a view to an upgrade.
Conversely, if net debt to EBITDA were to increase in excess of 5x
and fixed charge coverage were to fall below 3.25x, negative
ratings activity would likely ensue.  Additionally, significant
declines in the size of the timberland portfolio or the
introduction of secured debt into the capital structure would also
likely lead to downgrades.  A second recessionary dip would also
weigh negatively on the rating.

These ratings were affirmed with a positive outlook:

* Plum Creek Timber Company, Inc. -- (P)Ba2 preferred shelf.

* Plum Creek Timberlands, LP -- Baa3 senior unsecured; (P)Baa3
  senior unsecured shelf; (P)Ba1 senior subordinate shelf; (P)Ba1
  subordinate shelf.

Moody's last rating action with respect to Plum Creek took place
on March 26, 2009, when the rating agency affirmed the REIT's Baa3
rating and changed the outlook to stable from positive.

Plum Creek Timber Company, Inc., is a timber REIT headquartered in
Seattle and is the largest and most geographically diverse private
landowner in the nation with approximately 7 million acres of
timberlands in major timber producing regions of the United States
and wood products manufacturing facilities in the Northwest.


POINT BLANK: Asks for Court OK to Obtain New Insurance Financing
----------------------------------------------------------------
Point Blank Solutions, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
continue finance certain of their insurance premiums pursuant to
that certain Premium Finance Agreement by and between AFCO Credit
Corporation and Point Blank Solutions, Inc., effective as of
August 18, 2009, and to enter into new insurance premium finance
agreements as the Debtors deem necessary or beneficial in the
exercise of their business judgment.

Pursuant to the PFA, the Debtors owed a total premium on the
underlying policies of $417.171.34, towards which the Debtors paid
$341,540.60 prior to the Petition Date.  The Debtors will pay the
remaining $75,630.74 pursuant to the terms of the PFA, which calls
for nine monthly payments of $37,815.37 each.  The Debtors do not
believe that the PFA lenders would be willing to continue
providing the credit necessary for these arrangements and would
more than likely cancel the policies that are currently being
financed.

Anything that precludes premium financing will undoubtedly harm
the Debtors' prospects, both now and in the future.  The Debtors
would be left trying to obtain replacement insurance on an
expedited basis, which is an extremely costly proposition, and
would thereafter have to make a lump sum payment to secure it --
assuming, of course, that they could afford to.  The inability to
continue to perform under the PF A would detrimentally harm the
Debtors.

The Debtors propose to pay any prepetition premiums related to the
insurance policies or to the PFA to the extent that the Debtors
determine in their discretion that such payment is necessary to
avoid cancellation, default, alteration, assignment, attachment,
lapse, or any form of impairment to the coverage, benefits or
proceeds provided under any insurance policy.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).


POINT BLANK: DIP Financing, Cash Collateral Use Get Interim OK
--------------------------------------------------------------
Point Blank Solutions, Inc., et al., sought and obtained interim
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from Steel Partners II, L.P. and use the cash collateral
of Bank of America, Inc., and E.I. duPont de Nemours and Company.

Steel Partners has committed to provide senior secured, first
priority, debtor-in-possession revolving credit facility of up to
$20 million.

Laura Davis Jones, Esq., et al., at Pachulski Stang Ziehl & Jones
LLP, the attorneys for the Debtors, explain that the Debtors need
the money to satisfy the Debtor's obligations under the
prepetition loan agreement and pay related transaction fees and
expenses, and fund their Chapter 11 case, pay suppliers and other
parties.

The Debtors will repay any outstanding advances, loans made and
other charges incurred under the DIP Loan on September 30, 2010.

Borrowings under the DIP Loan will be payable in arrears on the
last business day at the end of each month at a rate per annum
equal to: (i) 7.5% plus (ii) the Prime Rate, as defined in the DIP
Credit Agreement.  In the event of occurrence and during the
continuance of an event of default, interest on borrowings under
the DIP Loan will be payable on demand at a rate per annum equal
to: (i) 9.5% plus (ii) the Prime Rate.

The Debtors' obligations under the DIP facility are secured by a
fully perfected first priority security interest in all assets of
each Debtor and a fully perfected second priority security
interest in those assets of each Debtor that are subject to
preexisting validly perfected and unavoidable liens senior to the
liens securing the obligations under the Prepetition Loan
Agreement or the DuPont Note.  In addition, the DIP Lender will
receive a super-priority administrative expense claim over all
other costs and expenses.

A condition precedent to the DIP Loans is the receipt by the DIP
Lender of the DIP guaranty from DuPont.  DuPont is willing to
furnish the DIP guaranty but only if its aggregate potential
liability under the prepetition guaranty and the DIP guaranty
doesn't exceed $10,000,000 (plus interest and collections costs).
As set forth in an Intercreditor Agreement between DuPont and the
DIP Lender, any payments actually made by DuPont under the
prepetition guaranty will permanently reduce the liability of
DuPont under the DIP guaranty by a corresponding amount.  The DIP
Lender, in turn, may then, in its sole and exclusive discretion,
permanently reduce by such amount the "Line Cap" under the DIP
Facility.

In connection with the DIP guaranty, as security for any
reimbursement obligations of the Debtors that may arise in
connection with any payments made by DuPont to the DIP Lender,
DuPont will receive (i) a security interest in the DIP collateral,
and (ii) a super-priority administrative expense claim,
subordinate in each case to the DIP Liens and the Carve Out and
excluding avoidance actions.  Until the repayment of the DIP
Loan, DuPont will have no enforcement rights with respect to the
DuPont postpetition liens or the DuPont superpriority claim.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $400,000 in fees payable to professional
employed in the Debtors' case; and $100,000 in fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

Commencing on the third Wednesday to occur on or after the
Petition Date, for the two-week period ended the previous Friday,
and each Wednesday thereafter, for the three-week period ended the
previous Friday, (i) the Debtors covenant with the lenders that
their actual total receipts for the initial two-week period and
thereafter the three-week period then most recently ended won't be
less than 90% of the cumulative projected amounts for the period
as set forth in the Approved Budget, a copy of which is available
for free at http://bankrupt.com/misc/POINT_BLANK_budget.pdf;
(ii) the Debtors' actual total disbursements for the initial two-
week period and thereafter the three-week period then most
recently ended won't be more than 1 10% of the cumulative
projected amounts of the disbursements for the period as set forth
in the Approved Budget, and (iii) the Debtors' actual net cash
flow for the initial two-week period and thereafter the three-week
period then most recently ended won't be less than 90% of the
projected amounts for the period as set forth in the Approved
Budget.  The foregoing will be tested each applicable week
pursuant to the Variance Report delivered by the Debtor to the
Lender on Wednesday of each week for the immediately preceding
initial two-week period and subsequent three-week periods.

The Debtors are required to pay (i) $400,000 closing fee to Steel
Partners; (ii) a commitment fee to the DIP Lender be equal to
0.75% per annum of the average daily difference between the Line
Cap and the outstanding Loans during the calendar month just
ended.  The commitment fee will be paid monthly in arrears, on the
first day of each month and on the termination date; and (iii)
$400,000 termination fee to the DIP Lender.

A copy of the DIP credit agreement is available for free at:

     http://bankrupt.com/misc/POINT_BLANK_dipcreditpact.pdf

Ms. Jones says that the Debtors will also use the cash collateral
to provide additional liquidity.  DuPont has consented to the
Debtors' use of cash collateral.  In exchange for using cash
collateral, DuPont will (a) maintain its prepetition liens on the
DIP collateral, junior and subordinate to the carve-out and the
DIP liens; (b) receive replacement liens on, and security
interests in the DIP collateral; and (c) receive an administrative
claim with priority over all administrative expense claims and
unsecured claims against the Debtors.

The Court has set a final hearing for May 12, 2010, at 2:00 p.m.
on the Debtor's request to obtain DIP financing.

The DIP Lender is represented by Riemer & Braunstein, LLP, and
Potter, Anderson & Carroon, LLP.

                         About Point Blank

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).


POINT BLANK: Gets Court's Nod to Hire Epiq as Claims Agent
----------------------------------------------------------
Point Blank Solutions Inc., et al., sought and obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ Epiq Bankruptcy
Solutions, LLC, as noticing, claims and balloting agent.

Epiq will, among other things:

     a. maintain the list of the Debtors' creditors;

     b. be responsible for the mailing of the notice9(s) of the
        commencement of cases and the deadline to file proofs of
        claim to creditors of the Debtors and other notices;

     c. serve as the Court's agent for the receipt and docketing
        of all proofs of claim filed against the Debtors; and

     d. provide the Debtors with consulting and computer software
        services and support for the effective organization,
        management and control of creditors' claims against the
        Debtors.

Epiq will be compensated for its services based on its standard
services agreement with the Debtors.  A copy of the agreement is
available for free at:

  http://bankrupt.com/misc/POINT_BLANK_claimsagentservicespact.pdf

Daniel C. McElhinney, the executive director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).  T. Scott Avila at CRG
Partners Group LLC is the Debtor's chief restructuring officer.
The Company listed $63,986,417 in assets and $68,490,383 in
liabilities.  Four other affiliates filed for Chapter 11.


POINT BLANK: Taps Pachulski Stang as Bankruptcy Counsel
-------------------------------------------------------
Point Blank Solutions Inc., et al., has sought permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, nunc pro
tunc to the Petition Date.

PSZ&J will, among other things:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        property;

     b. prepare applications, motions, answers, orders, reports,
        and other legal papers;

     c. appear in Court on behalf of the Debtors; and

     d. prepare and pursue confirmation of a plan and approval of
        a disclosure statement.

PSZ&J will be paid based on the hourly rates of its personnel:

        Laura Davis Jones               $855
        Henry C. Kevane                 $775
        David M. Bertenthal             $750
        Joshua M. Fried                 $625
        Victoria A. Newmark             $625
        Timothy P. Cairns               $450
        David A. Abadir                 $425
        Karina K. Yee                   $215
        Monica A. Molitor               $225

Laura Davis Jones, Esq., a partner at PSZ&J, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).  T. Scott Avila at CRG
Partners Group LLC is the Debtor's chief restructuring officer.
The Company listed $63,986,417 in assets and $68,490,383 in
liabilities.  Four other affiliates filed for Chapter 11.


POINT BLANK: Wants Olshan Grundman as Special Corporate Counsel
---------------------------------------------------------------
Point Blank Solutions, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Olshan Grundman Frome Rosenzweig & Wolosky LLP as special
corporate counsel.

Olshan Grundman will, among other things:

     a. advise the Debtors on any sales of assets or business
        combinations, including the negotiation of the asset,
        stock purchase, merger or joint venture agreements, the
        formulation and implementation of bidding procedure,
        the evaluation of competing offers, the drafting of
        appropriate corporate documents with respect to the sales,
        and counseling the Company in connection with the closing
        of the sales;

     b. advise the Company in connection with the Company's post-
        petition financing and cash collateral arrangements and
        negotiating and drafting documents relating thereto,
        providing non-bankruptcy services and advice to the
        Company in connection with the emerge financing and
        capital structure, and negotiating and drafting documents
        thereto;

     c. advise the Company on matters relating to the evaluation
        of the assumption, rejection or assignment of unexpired
        leases and executor contracts; and

     d. advise the Company and assisting the bankruptcy counsel in
        formulating and drafting any disclosure statement or
        related supplement accompanying any plan of
        reorganization.

Olshan Grundman will work closely with the Debtors' proposed
counsel, Palchulski Stang Ziehl & Jones LLP.  Olshan Grundman
won't be rendering services typically performed by Olshan Grundman
ordinarily will not be involved in interfacing with this Court or
be primarily responsible for the Debtors' general restructuring
efforts.  By delineating Olshan Grundman's role, the Debtors have
ensured there will be no duplication of services.

Olshan Grundman will be paid based on the hourly rates of its
personnel:

        Partners                   $450-$750
        Counsel                       $500
        Associates                 $295-$450
        Legal Assistants           $125-$195
        Paralegals                 $125-$195

JefUcy Spindler, a partner at Olshan Grundman, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).  T. Scott Avila at CRG
Partners Group LLC is the Debtor's chief restructuring officer.
The Company listed $63,986,417 in assets and $68,490,383 in
liabilities.  Four other affiliates filed for Chapter 11.


POINT BLANK: Wants Venable as Special Govt. Contracting Counsel
---------------------------------------------------------------
Point Blank Solutions, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Venable LLP as special government contracting, litigation
and government investigation counsel, nunc pro tunc to the
Petition Date.

Venable, as special counsel, will represent the Debtors in
connection with government contracting, litigation, including the
patent reexamination and Toyobo Litigation, the SEC and USAO
investigations, and any other matters related to those activities
for which the Debtors seek Venable's services.

Venable will be paid based on the hourly rates of its personnel:

     Partners                              $420-$685
     Counsel                               $420-$685
     Associates                            $280-$475
     Paraprofessionals & Staff             $190-$295

Nancy R. Grunberg, Esq., a member at Venable, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).  T. Scott Avila at CRG
Partners Group LLC is the Debtor's chief restructuring officer.
The Company listed $63,986,417 in assets and $68,490,383 in
liabilities.  Four other affiliates filed for Chapter 11.


POLYONE CORP: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Avon Lake, Ohio-based PolyOne Corp., including its corporate
credit rating to 'B' from 'B-'.  The outlook is positive.

"The upgrade follows PolyOne's sustained improvement in operating
performance and liquidity and reflects S&P's expectation that
management will maintain financial policies that support the
ratings," said Standard & Poor's credit analyst Ket Gondha.

While fiscal 2010 will likely include trough earnings due to still
depressed end markets for chlor-alkali and rising raw material
prices, other important end markets including automobile
production and construction are expected to improve.  Furthermore,
a generally improving economic environment combined with
efficiencies gained from cost cutting should help PolyOne to
sustain favorable operating trends.  S&P expects management to
prudently manage the capital structure while pursuing growth
objectives, including acquisitions, which should result in further
improvement to credit metrics into fiscal 2011.

S&P's ratings on PolyOne reflect a highly leveraged financial
profile, low operating margins, some volatility in earnings, and a
meaningful exposure to cyclical end markets for the company's
mainly commodity resins.  Partially offsetting these risks are the
company's leading market positions in several plastic product
lines and its backward integration into chlor-alkali through an
affiliate company.


PTS CARDINAL: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at 95.20
cents-on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.60
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 10, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.48 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.61 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Sept. 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.


REGAL ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service downgraded Regal Entertainment Group's
corporate family and probability of default ratings, each to B1
from Ba3.  Regal is a publicly traded holding company whose rated
debt was issued by indirect wholly-owned subsidiary Regal Cinemas
Corporation, the rated debt instruments for which were also
downgraded by one notch (see the listing below).  The rating
action was prompted by gradually deteriorating coverage measures
and, more importantly, expectations that Regal will continue to
record relatively nominal levels of free cash flow.
Alternatively, should either or both of top-line or margin
expansion cause free cash flow to grow, Moody's expect Regal to
eschew debt reduction and allocate the benefits to shareholders.

Regal's cash flow stream is recession-resistant.  This partially
offsets risks related to the relatively small scale of free cash
flow.  Regal's generally solid liquidity position is also a
positive rating consideration.  Regal has a SGL-1 speculative
grade liquidity rating, indicating very good liquidity (upgraded
from SGL-2).  The company is generally cash flow positive and
maintains healthy cash balances and a small ($95 million --
matures in October of 2011) revolving term loan that is generally
unused.  Moody's anticipate that access to the facility will be
unencumbered by financial covenant compliance matters.  Prior to
its revolver maturity, Regal's $200 million convertible notes come
due in March of 2011 (inside of Moody's forward four quarter SGL
rating horizon).  Moody's anticipate Regal will use a portion of
its cash balance to repay the convertible notes and will refinance
other debts well in advance of their respective maturities.  In
any case, since Regal is likely to have sufficient cash on-hand to
retire the convertible notes at maturity, the maturity does not
adversely impact Regal's SGL rating.

Downgrades:

Issuer: Regal Entertainment Group

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Corporate Family Rating, Downgraded to B1 from Ba3

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD3,
     32%) from Ba2 (LGD3, 30%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     (LGD5, 83%) from B1 (LGD5, 80%)

Upgrades:

Issuer: Regal Entertainment Group

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

Outlook Actions:

Issuer: Regal Cinemas Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Regal Entertainment Group

  -- Outlook, Changed To Stable From Negative

Moody's most recent rating action concerning Regal was taken on
July 9, 2009, at which time new 10-year notes issued by RCC were
rated B1.  Regal's rating outlook was changed to negative at the
same time.

Regal's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Regal's core industry and Regal's ratings are believed
to be comparable to those of other issuers of similar credit risk.

Regal Entertainment Group is the parent company of Regal
Entertainment Holdings, Inc., which is the parent company of Regal
Cinemas Corporation and its subsidiaries.  The company operates a
theatre circuit in the United States consisting of 6,768 screens
in 548 theatres in 39 states and the District of Columbia.  Regal
develops, acquires and operates multi-screen theatres primarily in
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.


RENFRO CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Mount Airy, N.C.-based Renfro Corp. to positive from
negative.  At the same time, S&P affirmed the 'B-' corporate
rating on the company.

In addition, S&P affirmed the 'B-' issue-level rating on Renfro's
senior secured credit facility.  The recovery rating is '4', which
indicates S&P's expectation of average (30% to 50%) recovery for
debt holders in the event of payment default.

"S&P revised the outlook to positive from negative due to the
company's positive operating performance, improved credit metrics,
and adequate covenant cushion levels," said Standard & Poor's
credit analyst Jacqueline Hui.  "The ratings on Renfro reflect the
company's participation in the highly competitive apparel
manufacturing industry, its narrow product portfolio in a
commodity-like product and customer concentration."

Renfro designs, manufactures, and markets men's, women's, and
children's socks, including the well-known Fruit of the Loom,
Polo, and Dr. =Scholl's brands.  Fruit of the Loom makes up a
significant portion of the company's revenues and though Renfro
does not own the brand, it does have a long-term license to sell
Fruit of the Loom socks until 2026.  Renfro sells primarily to
mass merchandisers with about 80% of Renfro's sales from the
branded sock category.  S&P believes the sock manufacturing
segment is somewhat fragmented, with other major sock market
participants such as Gildan, Hanes, and Gold Toe.

S&P expects Renfro's credit protection measures to remain strong
and for covenant cushion levels to remain adequate.  S&P could
consider an upgrade if the company can sustain leverage below 4x,
maintain adequate covenant cushion levels, and business trends do
not deteriorate over the next couple quarters.  Alternatively, S&P
could consider a downgrade if operating performance weakens and/or
covenant cushion levels decrease below 10%.  S&P estimates that
this could occur if EBITDA declined 20% (assuming debt levels do
not significantly change).


RICK MAHORN: Failed Investments Cue Chapter 7 Bankruptcy Filing
---------------------------------------------------------------
Robert Snell at The Detroit News reports that former Detroit
Pistons' Rick Mahorn filed for bankruptcy under Chapter 7 in
U.S. Bankruptcy Court in Detroit because of failed investments,
plummeting value of his Rochester Hills Home and burden of
repaying more than $200,000 to the Internal Revenue Service.

Detroit News relates that Mr. Mahorn listed $228,603 in assets and
$518,688 in liabilities.  Mr. Mahorn and his wife faced a
foreclosure sale in April 2009 because the couple had defaulted on
their mortgage and owed more than $539,000.


ROCK & REPUBLIC: Gets Interim OK for Factoring Pact, Accounts Sale
------------------------------------------------------------------
Rock & Republic Enterprises, Inc., and Triple R, Inc., sought and
obtained interim authorization from the Hon. Arthur J. Gonzalez of
the U.S. Bankruptcy Court Southern District New York to enter into
factoring agreement and authorizing the purchase and sale of
accounts with priority over administrative expenses and secured by
liens on property of the estate.

The Debtors want to assume, ratify, reaffirm and adopt, as
supplemented and modified herein, its pre-petition factoring
arrangement with The CIT Group/Commercial Services, Inc. (the
Factor).

In February 2005, R&R and the Factor entered into (i) a factoring
agreement, which was amended from time to time, (ii) certain
Inventory Security Agreement dated as of August 18, 2006;
(iii) certain Letter of Credit Agreement dated as of June 27,
2006; (iv) all other documents and agreements executed and
delivered in connection therewith, pursuant to which, in
consideration for Factor's agreement to purchase R&R's accounts
receivable and make loans, advances and/or other financial
accommodations to R&R, R&R granted to Factor liens, mortgages and
security interests in substantially all of R&R's personal
property.  The Factor perfected the security interests by the
filing of appropriate UCC-1 financing statements.

As of the Petition Date, R&R was indebted to Factor approximately
$5,700,000 million, exclusive of accrued interest and attorneys'
fees, (the Pre-Petition Obligations) such obligations being
secured by Pre-Petition Collateral valued, on a book value basis,
in excess of this indebtedness and which R&R believes to be valued
on an orderly liquidation basis, in excess of the Pre-Petition
Obligations.

R&R relies upon the Factoring and Loan Agreements with CIT to
operate its business.  Without its relationship with CIT, it would
not have the ability to pay its obligations as they became due.
R&R needs the advances from the factoring arrangement so it can
buy piece-goods and pay its contractors for producing finish
product which it in turn sells to its customers.  R&R also sells
product to Triple R which Triple R then sells in the Debtors'
retail stores.  While only R&R is a signatory, both R&R and Triple
R are wholly dependent on the Factoring Agreements.

Under the Factoring Arrangement, the Factor has agreed to continue
to purchase the accounts of R&R, and make loans, advances and/or
other financial accommodations to the Debtors, all in Factor's
sole discretion, up to $7.5 million during the period of the
interim order.  The Debtors and Factor believe that this
arrangement will permit the Debtors sufficient liquidity to
preserve the orders and pay other ordinary and necessary expenses
during the reorganization.

Under the Factoring Arrangement, all obligations will have
priority in payment over any other obligations of the Debtors, and
over any and all administrative expenses or charges against
property arising in the Debtors' bankruptcy case.

As security for the Post-Petition Claim, the Debtors grant to
Factor a first priority lien in all of the Debtors' property and
assets.  The lien and/or security interest granted does not
include avoidance claims or causes of action.

The Factoring Arrangement contains events of default customarily
found in debtor-in-possession financings including (a) dismissal,
conversion or appointment of a Chapter 11 trustee in the case;
(b) confirmation of a plan or sale of Factor's Collateral on a
non-consensual basis with Factor; and (c) material adverse change.
Remedies upon event of default include the right of Factor to
cease lending and immediately require segregation of all Factor's
Collateral, and to take upon five days written notice to the
Debtors, U.S. Trustee and creditors' committee, action to protect
the Collateral from harm, theft and/or dissipation.  Factor may
declare all obligations due and owing and proceed with enforcement
of its remedies under the Financing Arrangement and applicable
law.

Under the Factoring Arrangement, the Pre-Petition Obligations will
be secured by the Collateral and the loans advances and
overadvances made after the Petition Date will be secured by the
Pre-Petition Collateral.

The Debtors say that given that as of the Petition Date, Factor is
secured by virtually all assets of R&R existing on the Petition
Date, the grant of a continued interest in those assets on a post-
petition basis, does not serve to unduly advantage Factor or
prejudice the interests of other stakeholders.

The grant of crosscollateralization to Factor is subject to the
Court's ability to fashion an appropriate remedy should the Court
determine, by final order resulting from an adversary proceeding
or motion timely commenced, that (a) the interests of Factor in
the Pre-Petition Collateral are invalid or avoidable in whole or
in part, or (b) the amount of the Obligations as of the Petition
Date was less than the value of Factor's interests in the
Pre-Petition Collateral as of the Petition Date, and Factor was
unduly advantaged by the entry of this Interim Order.

RKF, LLC, and its affiliates, have objected to the Debtors'
request to enter into factoring agreement and authorizing the
purchase and sale of accounts, saying that there is no emergency
requiring immediate approval of the proposed DIP Factoring
Arrangement.  According to RKF, the Debtors cannot sustain their
burden to prove that they were unable to obtain financing on
better terms, and RKF lacks adequate protection (and hereby
demands that adequate protection of its interests be supplied) in
the context of the DIP Factoring Arrangement.

RKF has filed a motion to transfer the Debtors' bankruptcy cases
to the Central District of California, the venue in which the
Debtors are incorporated and where the Debtors' principal place of
business and principal assets are located.

The final hearing on the Debtors' request to enter into factoring
agreement and authorizing the purchase and sale of accounts is set
for April 21, 2010, at 11:00 a.m.

RKF is represented by Skadden, Arps, Slate, Meagher & Flom LLP.

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company listed $50,000,000 to $100,000,000 in assets
and $10,000,000 to $50,000,000 in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate Chapter
11 petition on April 1, 2010 (Case No. 10-11729).


SEQUA CORP: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Sequa Corporation
is a borrower traded in the secondary market at 93.27 cents-on-
the-dollar during the week ended Friday, April 23, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.58 percentage points
from the previous week, The Journal relates.  The Company pays 325
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Nov. 28, 2014, and carries Moody's B2 rating and
Standard & Poor's B- rating.  The debt is one of the biggest
gainers and losers among 199 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

The Troubled Company Reporter, on Oct. 12, 2009, related that
Moody's confirmed Sequa Corporation's Caa1 Corporate Family and
the Probability of Default Ratings.  Simultaneously, the company's
senior secured bank credit facility rating was confirmed at B2 and
the rating for the senior unsecured notes was confirmed at Caa2.
The rating outlook is negative.  This action completes the review
for possible downgrade that was initiated on March 16, 2009.

Sequa Corporation, headquartered in New York, is a diversified
industrial company operating in three business segments: aerospace
through Chromalloy Gas Turbine, automotive through ARC Automotive
and Casco Products and metal coating through Precoat Metals.  LTM
revenue as of 6/30/09 was approximately $1.5 billion.


SEX.COM: Judge Rejects DOM Partners' Case Dismissal Request
-----------------------------------------------------------
Lyla Katz at XBIznewswire reports that a federal judge denied a
request to dismiss the involuntary bankruptcy petition filed by
DOM Partners LLC against Sex.com,

DOM Partners wants to resume a foreclosure action and recover
debt.  DOM Partner said it loaned $4 million to fund operation of
Sex.com.

Xbiznewswire says it does not appear that the creditors filed the
petition in bad faith.


STALLION OILFIELD: S&P Raises Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Stallion Oilfield Holdings Inc. to 'B-' from 'CCC+'.
The issue-level rating of 'B-' and the recovery rating of '4' on
the senior secured notes remains unchanged.  The outlook is
stable.

"The rating on Stallion Oilfield Holdings Inc. reflects its
emergence from bankruptcy and the improvement in the company's
capital structure as a result of restructuring its balance sheet;
its high debt leverage; limited liquidity; participation in the
highly cyclical North American oilfield services market; and a
short operating track record," said Standard & Poor's credit
analyst Kenneth Cox.  The rating also reflects the company's low
annual maintenance capital spending requirements, moderate
geographic mix, and an experienced management team.

Houston-based Stallion provides wellsite support services
(workforce accommodation units, surface equipment rental,
communications services, and solids control), and production and
logistics services (site construction and rig relocation).  The
company has grown rapidly through acquisitions since its inception
in 2002, but the resulting increase in leverage from these
transactions led to covenant violations and skipped interest
payments, ultimately leading to a bankruptcy filing in October
2009.

In October 2009, Stallion reached an agreement with lenders,
debtholders, and equity holders to reduce its unsecured debt by
approximately $515 million, along with $26 million of accrued
interest.  The $250 million unsecured bridge loan and the
$265 million 9.75% unsecured senior notes were converted to on a
pro rata basis for 98% of the common equity of Stallion, leaving
approximately $213 million of outstanding senior secured debt.

The outlook is stable, reflecting the company's improved liquidity
as a result of obtaining a new $40 million revolver.  The
company's capital structure is still highly leveraged, although
now much less burdensome.  S&P could take a negative rating action
if the company's debt leverage exceeds 7x or if its liquidity is
significantly reduced due to operational or industry conditions.
Currently, S&P believes a positive ratings action is unlikely
given Stallion's high leverage, cyclicality of its businesses, and
geographic concentration.


STARWOOD HOTELS: S&P Gives Positive Outlook; Affirms 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Starwood Hotels & Resorts Worldwide Inc. to positive from stable.
S&P affirmed all ratings on the company, including the 'BB'
corporate credit rating.

"The positive outlook revision reflects S&P's expectation that
Starwood could achieve and sustain credit measures appropriate for
a one-notch higher rating over the intermediate term," said
Standard & Poor's credit analyst Emile Courtney.  "S&P expects
hotel room demand in the U.S., and in many major global markets
where Starwood's luxury and upscale brands have a presence, to
achieve sustained levels of growth in 2010.  As a result, revenue
per available room in the U.S. and at Starwood will likely turn
positive for full-year 2010."

S&P expects U.S. RevPAR to be flat to up 3% this year; this
compares to S&P's previous expectation that U.S. RevPAR would
decline between 2% and 6%.  In addition, S&P is incorporating into
the Starwood rating its belief that U.S. RevPAR could grow in the
mid-single-digit area in 2011.

S&P also expects that Starwood will experience systemwide 2010
RevPAR growth in the mid-single-digit area, because the company's
operations are weighted toward higher-priced lodging segments
(which S&P expects to experience faster 2010 RevPAR growth than
the overall industry).  Also, the company has a presence in some
faster growing international markets.

The positive rating outlook also reflects S&P's belief that
Starwood's likely priority in 2010 will be to repay additional
debt balances in order to improve its credit measures.  S&P
expects EBITDA to increase in the high-single-digit area in 2010
and that the company will reduce debt balances between
$300 million and $500 million.  As a result, total lease-adjusted
debt to EBITDA could decline from 5.1x at December 2009 to the
mid- to low-4x area in 2010, which would provide an adequate level
of cushion relative to S&P's 4.5x maximum threshold at a 'BB+'
rating (the range S&P has determined for a 'BB+' Starwood rating
is 3.75x to 4.50x of adjusted leverage, based on its current
assessment of the company's business profile).

In addition, S&P anticipates the funds from operations to total
debt could improve to around 20% over the next two years, which
may be aligned with a one-notch higher rating given S&P's
satisfactory view of Starwood's business position.  Tempering this
comparably good view is S&P's belief that lodging visibility still
remains somewhat limited -- particularly at inflection points like
this one.  In the month of March 2010, the U.S. lodging industry
returned to a sound level of RevPAR growth (up 3.8%) for the first
time since early 2008.  S&P's measure of Starwood's adjusted
credit metrics still needs to improve a considerable amount from
current levels in 2010 and 2011 to get to levels adequate for a
'BB+' rating, though S&P believes this is achievable.

The 'BB' rating reflects the sensitivity of demand for Starwood's
hotels to economic cycles, the company's exposure to the
performance of its largest owned hotels and to upper upscale and
luxury lodging segments, and aggressive share repurchases in the
period leading up to the current downturn.  These factors have
resulted in a significant increase in leverage over the past two
years.  The company's large, high-quality, and geographically
diversified hotel portfolio with many well-established brand names
partially offsets these factors and positions Starwood well for an
eventual recovery.


SUNGARD DATA: Bank Debt Trades at 0.50% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
99.50 cents-on-the-dollar during the week ended Friday, April 23,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.54 percentage points from the previous week, The Journal
relates.  The Company pays 362.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 28,
2016, and carries Moody's Ba3 rating and Standard & Poor's BB
rating.  The debt is one of the biggest gainers and losers among
199 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUPERVALU INC: Bank Debt Trades at 1.28% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which SUPERVALU, Inc.,
is a borrower traded in the secondary market at 98.72 cents-on-
the-dollar during the week ended Friday, April 23, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.66 percentage points
from the previous week, The Journal relates.  The Company pays 125
basis points above LIBOR to borrow under the facility.  The bank
loan matures on June 2, 2012, and is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 199 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

SUPERVALU, Inc. (NYSE:SVU), -- http://www.supervalu.com/-- is a
grocery channel that conducts its retail operations under the
banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-
Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy
and Star Markets.  Additionally, the Company provides supply chain
services, primarily wholesale distribution, across the United
States retail grocery channel.  The Company operates in two
segments: Retail food and Supply chain services.  During the
fiscal year ended February 28, 2009 (fiscal 2009), the Company
added 44 new stores through new store development and closed 97
stores.  The Company leverages its distribution operations by
providing wholesale distribution and logistics and service
solutions to its independent retail customers through its Supply
chain services segment.


SYNOVUS FINANCIAL: Moody's Downgrades Long-Term Ratings to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Synovus Financial Corporation (subordinate debt to B3 from B2) and
its subsidiary banks, Columbus Bank & Trust and First Commercial
Bank (bank financial strength rating to D- from D; deposits to Ba3
from Ba2).  The short-term ratings of the banks were affirmed at
Not Prime.  The long-term ratings were placed on review for
possible downgrade.

The downgrade is the result of Synovus' losses in commercial real
estate being greater than Moody's loss expectations for the last
several quarters.  Moody's expects that credit costs will remain
elevated for at least 2010, hindering Synovus' ability to generate
positive earnings.  The action also reflects the sizeable amount
of nonperforming assets of $1.8 billion, or 68% of adjusted
tangible common equity and reserves.

The downgrade also considered Synovus' high CRE concentration and
its footprint in the troubled southeastern U.S. Synovus' true CRE
of $11.6 billion equals 5.8 times adjusted TCE, an elevated
concentration in Moody's view.  Additionally, Synovus'
construction, land, and development exposure is more than one-half
of this amount.

Following the downgrade, the review will focus on the impact of
several strategic capital initiatives which Synovus is
considering.  If Synovus' capital initiatives do not result in a
significant increase to its capital base, a further downgrade is
likely.

Moody's last rating action was on April 22, 2009, when it
downgraded the ratings of Synovus Financial Corporation
(subordinate debt to B2 from Baa1) and its subsidiary banks,
Columbus Bank & Trust and First Commercial Bank (bank financial
strength rating to D from C+; deposits to Ba2 from A2).  The
short-term ratings of the banks were also downgraded to Not Prime
from Prime-1.

Synovus Financial Corporation, headquartered in Columbus, Georgia,
is a multi-bank holding company which operates 30 bank
subsidiaries in the southeastern U.S.  Its total assets were
$32.5 billion at March 31, 2010.

Downgrades:

Issuer: Columbus Bank & Trust Company

  -- Bank Financial Strength Rating, Downgraded to D- from D
  -- Issuer Rating, Downgraded to B1 from Ba3
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: First Commercial Bank

  -- Bank Financial Strength Rating, Downgraded to D- from D
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Ba3
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Ba2

Issuer: Synovus Financial Corp.

  -- Subordinate Regular Bond/Debenture, Downgraded to B3 from B2

Outlook Actions:

Issuer: Columbus Bank & Trust Company

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Commercial Bank

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Synovus Financial Corp.

  -- Outlook, Changed To Rating Under Review From Negative


TARRAGON CORP: Seeks to Retain Cushman & Wakefield as Broker
------------------------------------------------------------
BankruptcyData.com reports that Tarragon Corp. filed with the U.S.
Bankruptcy Court a motion seeking to retain Cushman & Wakefield of
New Jersey and Cushman & Wakefield of Texas (Contact: Andrew
Merrin) as exclusive real estate broker to market for sale the
property and improvements located at 800-831 Madison Street,
Hoboken, New Jersey and 8 Asbury Place, Houston, Texas
respectively for the following fees: a commission of .55% of the
total sale price for New Jersey property and a commission of 4% of
the total sale price for Texas property.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TOLI, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Toli, Inc.
        109 E. 15th
        Shamrock, TX 79079

Bankruptcy Case No.: 10-20274

Chapter 11 Petition Date: April 21, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Bill Kinkead, Esq.
                  Kinkead Law Offices
                  6937 Bell St., Suite G
                  Amarillo, TX 79109
                  Tel: (806) 353-2129
                  Fax: (806) 353-4370
                  E-mail: bkinkead713@hotmail.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Harish L. Patel, president.


TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.85 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.56 percentage points
from the previous week, The Journal relates.  The loan matures May
17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Terms of Proposed Reorganization Plan
-------------------------------------------------
Tribune Company and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware their Joint Plan of
Reorganization and accompanying Disclosure Statement of April 12,
2010.  The Plan would allow the Debtors to keep their newspapers
and broadcasting businesses intact while reducing their debts.

The Plan is supported by certain key constituents in the Debtors'
Chapter 11 cases who have entered into a Settlement Support
Agreement, pursuant to which those parties agree to support a
settlement of the causes of action related to the 2007 leveraged
buy-out of the publishing company.  The initial signatories to the
Settlement Support Agreement are Angelo Gordon & Co. LP;
Centerbridge Credit Partners, L.P.; Centerbridge Credit Partners
Master, L.P.; Centerbridge Special Credit Partners, L.P.; Law
Debenture Trust Company of New York; and JPMorgan Chase Bank, N.A.

"Tribune's leadership team and employees have done an outstanding
job of stabilizing and refocusing the company's business," said
Sam Zell, the company's chairman.  "Today's filing represents a
significant and positive step forward for the business."

Tribune's chief executive officer, Randy Michaels, said, "We
continue to transform Tribune into an industry-leading media
company, improving our competitive position.  This Plan better
positions us to continue serving our users, readers, viewers,
listeners and advertisers across our media platforms and gives us
an opportunity to expand our business upon emergence from a solid
financial base."  "We're looking forward to emerging from Chapter
11 and building on the momentum we've generated," said Mr.
Michaels.

Although the Plan is presented as a joint plan of reorganization,
the Plan does not provide for the substantive consolidation of the
Debtors' estates, and of the Effective Date, the Debtors' estates
will not be deemed to be substantially consolidated for any
reason.

On the Effective Date, the board of directors of Reorganized
Tribune will have at least seven but not more than nine members,
including the chief executive officer of Reorganized Tribune.

             Cancellation & Issuance of Securities

All Loan Agreements, Loan Guaranty Agreements, the Pledge
Agreement, notes issued under the Loan Agreements, Senior Notes,
EGI-TRB LLC Notes, PHONES Notes, Old Common Stock, other Tribune
Interests and any other notes, bonds, indentures, stockholders'
agreements, and repurchase agreements will be cancelled.

On the Effective Date or a subsequent Distribution Date,
Reorganized Tribune will issue shares of New Common Stock and New
Warrants.  The Plan authorizes the Debtors to issue two classes of
New Common Stock: New Class A Common Stock and New Class B Common
Stock.  New Class A Common stock will have voting rights
consistent with standard voting common stock.  New Class B Common
Stock will have more limited voting rights and is designed to be
non-attributable under the rules of the Federal Communications
Commission.

Specifically, holders of New Class B Common Stock will be entitled
to vote as a separate class on any amendment, repeal, or
modification of any provision of the Restated Certificate of
Incorporation for Reorganized Tribune that adversely affects the
rights of the New Class B Common Stock in a manner different from
the rights of the New Class A Common Stock.

             New Senior Secured Term Loan Agreement

On the Effective Date, if the Debtors have not elected to replace
the New Senior Secured Term Loan in its entirety with
distributions of Cash, (i) Reorganized Tribune, as borrower, (ii)
the other Reorganized Debtors and U.S. Subsidiary Non-Debtors, as
guarantors, (iii) the administrative agent, and (iv) the Holders
of Claims entitled to receive a distribution of the New Senior
Secured Term Loan under the Plan will become parties to the New
Senior Secured Term Loan Agreement regardless of whether any party
actually executes the New Senior Secured Term Loan Agreement.

If issued, the New Senior Secured Term Loan will (a) be guaranteed
by the U.S. subsidiaries of Reorganized Tribune, (b) be secured by
certain assets of Reorganized Tribune and the guarantors, (c) have
interest payable in Cash quarterly, (d) have principal payable in
Cash quarterly, (e) mature on the fifth anniversary of the
Effective Date, (f) include usual and customary affirmative and
negative covenants for term loan facilities of a similar type, and
(g) be repayable by Reorganized Tribune at any time prior to
scheduled maturity without premium or penalty.

                          Exit Facility

On the Effective Date, the Debtors and Reorganized Debtors will be
authorized to enter into the Exit Facility Credit Agreement, if
any, as well as any notes, documents or agreements, including,
without limitation, any documents required in connection with the
creation or perfection of the liens securing the Exit Facility.

The Exit Facility will be a revolving credit facility providing
for loans and other extensions of credit in an aggregate amount up
to $300 million, with a letter of credit sub-facility of up to
$100 million.

                  Equity Incentive Plan

The Equity Incentive Plan will be used for the purpose of granting
awards to directors, officers and employees of Reorganized Tribune
and the other Reorganized Debtors.  The Equity Incentive Pool will
be reserved for the issuance in the Equity Incentive Plan, and
awards granted under the Equity Incentive Plan may consist of
restricted stock, options, stock appreciation rights, warrants or
other equity-like incentives.

Tribune expects to continue its recently implemented employee
retirement plan, featuring a 401(k) with a company match and a
discretionary profit-sharing allocation.  Under the Plan, the
company's employee stock ownership plan would terminate and the
shares held by the ESOP and in employee accounts would be
extinguished.

         Financial Projections & Valuation Analysis

The Debtors believe that the Plan meets the feasibility
requirement set forth in Section 1129(a)(11) of the Bankruptcy
Code, as confirmation is not likely to be followed by liquidation
or the need for further financial reorganization.  In connection
with the development of the Plan, and for purposes of determining
whether the Plan satisfies the feasibility standard, the Debtors
analyzed their ability to satisfy their financial obligations
while maintaining sufficient liquidity and capital resources to
operate their business.

The Debtors, in assistance with various professionals, including
their financial advisors, prepared financial projections for each
of the three fiscal years 2010, 2011, and 2012.

Based on the financial projections and solely for purposes of the
Plan, the Debtors' financial adviser, Lazard & Freres & Co. LLC,
estimates that the Enterprise Value of Reorganized Debtors falls
within the range from approximately $2.6 to $3.1 billion, with an
approximate mid-point estimate of $2.9 billion as of the Assumed
Effective Date.  Adding the estimated cash balance at the Assumed
Effective Date of approximately $1.4 billion and the value of the
Other Assets of approximately $1.5 to $2.0 billion to the
Enterprise Value yields a range of Distributable Value for the
Reorganized Debtors from $5.6 billion to $6.6 billion with a mid-
point of $6.1 billion.  Based on total estimated gross debt of
approximately $0.9 billion projected as of the Assumed Effective
Date, Lazard's mid-point estimate of Distributable Value reduced
by $1.1 billion of cash distributions pursuant to the Plan implies
a value for the new equity of the Reorganized Debtors of
approximately $4.1 billion.

A full-text copy of the Debtors' Financial Projections is
available for free at:

      http://bankrupt.com/misc/Tribune_FinProjections.pdf

                      Liquidation Analysis

The Liquidation Analysis estimates potential cash distributions to
holders of Allowed Claims and Interests in a hypothetical chapter
7 liquidation of the Debtors' assets.  The Liquidation Analysis
assumes conversion of the Debtors' Chapter 11 cases to Chapter 7
liquidation cases on September 30, 2010.   The Liquidation
Analysis assumes that the Debtors would be liquidated in a jointly
administered, but not substantially consolidated proceeding
therefore the Liquidation Analysis considers an entity by entity
liquidation.

A full-text copy of the Liquidation Analysis is available for free
at http://bankrupt.com/misc/Tribune_LiquidationAnalysis.pdf

A full-text copy of the Debtors' Plan of Reorganization is
available for free at http://bankrupt.com/misc/Tribune_Plan.pdf

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://bankrupt.com/misc/Tribune_DS.pdf

A hearing to consider approval of the Disclosure Statement will be
held on May 20, 2010.  Objection deadline will be on May 13.

                      Treatment of Claims

The Plan provides for the classification and treatment of claims
and interests, which have been set forth in three groups: (i)
Tribune, (ii) Filed Subsidiary Debtors and (iii) any Guarantor
Non-Debtors that become Debtors and participate in the Prepackaged
Plan:

Class      Description            Treatment & Recovery
-----      -----------            --------------------
N/A        DIP Facility Claims    100% in the form of Cash.

                                 Unimpaired.

                                 Est. Allowed Claims: $0

N/A         Administrative        100% in the form of Cash.
           Expense Claims
                                 Unimpaired.

                                 Est. Allowed Claims: $100 to
                                 $150 mil.

N/A         Priority Tax Claims   100% in the form of Cash in
                                 full or in installments over a
                                 period ending not later than
                                 the fifth anniversary of the
                                 Petition Date, together with
                                 interest compounded annually
                                 from the Effective Date on any
                                 outstanding balance.

                                 Unimpaired.

                                 Est. Allowed Claims: $150 to
                                 $175 mil.

* Classes of Claims Against Tribune

Class      Description            Treatment & Recovery
-----      -----------            --------------------
1A         Priority Non-Tax       100% in the form of Reinstate-
          Claims                 ment.

                                 Unimpaired.

                                 Est. Allowed Claims: $0 to $1
                                 million

1B         Other Secured Claims   100% in the form of Reinstate-
                                 ment.

                                 Unimpaired.

                                 Est. Allowed Claims:
                                 Undetermined

1C         Loan Claims            0.44% in the form of a Pro Rata
                                 share of:

                                  -- 8.8% of the New Senior
                                     Secured Term Loan minus (a)
                                     the amount of the New
                                     Senior Secured Term Loan to
                                     be distributed to Holders
                                     of Allowed Claims in Class
                                     1D and (b) the portion of
                                     the Other Parent Claims
                                     Allocation that is New
                                     Senior Secured Term Loans;

                                  -- 8.8% of the Distributable
                                     Cash minus (a) the amount
                                     of the Distributable Cash
                                     to be distributed to
                                     Holders of Allowed Claims
                                     in Class 1D, (b) the
                                     portion of the Other Parent
                                     Claims Allocation that is
                                     Distributable Cash, and (c)
                                     the amount of Cash to be
                                     distributed to Holders of
                                     Allowed Claims in Class 1F;
                                     and

                                  -- 8.8% of the New Common
                                     Stock, subject to dilution
                                     of the Equity Incentive
                                     Plan, minus (a) the amount
                                     of the New Common Stock to
                                     be distributed to Holders
                                     of Allowed Claims in Class
                                     1D and (b) the portion of
                                     the Other Parent Claims
                                     Allocation that is the New
                                     Common Stock.

                                 Impaired.

                                 Est. Allowed Claims: $10.342
                                 billion

1D         Senior Noteholder      35.18% in the form of each
          Claims                 Holder of an Allowed Senior
                                 Noteholder Claim's Pro Rata
                                 share of 7.4% of the New Senior
                                 Secured Term Loan, 7.4% of the
                                 Distributable Cash, and 7.4% of
                                 the New Common Stock, subject
                                 to dilution by the Equity
                                 Incentive Plan.

                                 Impaired.

                                 Est. Allowed Claims: $1.283
                                 billion

1E         Other Parent Claims    35.18% in the form of an amount
                                 of Distributable Cash equal to
                                 35.18% of the aggregate amount
                                 in U.S. dollars of the Holder's
                                 Allowed Other Parent Claim.

                                 Impaired.

                                 Est. Allowed Claims: $100 to
                                 $125 million

1F         Convenience Claims     100% in the form of Cash;
                                 provided, however, that
                                 postpetition interest will not
                                 be paid to any Holder on any
                                 Convenience Claim.  A
                                 Convenience Claim is a Claim
                                 against Tribune that would
                                 otherwise be a General
                                 Unsecured Claim that is (i) in
                                 an amount equal to or less than
                                 $1,000 or (ii) in an amount
                                 that has been reduced to $1,000
                                 pursuant to a Convenience Class
                                 Election.

                                 Unimpaired.

                                 Est. Allowed Claims: $0 to $1
                                 million

1I         EGI-TRB LLC Notes      0%, all EGI-TRB LLC Notes
          Claims                 Claims will be extinguished.

                                 Impaired.

                                 Est. Allowed Claims: $235
                                 million

1J         PHONES Notes Claims    0%, all PHONES Notes Claims
                                 will be extinguished.

                                 Impaired.

                                 Est. Allowed Claims: $761
                                 million

1K         Intercompany Claims    N/A, all Intercompany Claims
                                 against Tribune will be deemed
                                 satisfied, discharged and
                                 extinguished in full.

                                 Impaired.

                                 Est. Allowed Claims: N/A

1L         Securities Litigation  0%, all Securities Litigation
          Claims                 Claims against Tribune will be
                                 extinguished.

                                 Impaired.

                                 Undetermined.

1M         Tribune Interests      0%, all Tribune Interests in
                                 Tribune will be extinguished.

                                 Impaired.

                                 Est. Allowed Claims: N/A

* Classes of Claims Against Filed Subsidiary Debtors

2A-111A    Priority Non-Tax       100% in the form of Reinstate-
          Claims                 ment.

                                 Unimpaired.

                                 Est. Allowed Claims: $0 to $1
                                 million

2B-111B    Other Secured Claims   100% in the form of Reinstate-
                                 ment.

                                 Unimpaired.

                                 Est. Allowed Claims:
                                 Undetermined

50C-111C    Loan Guaranty Claims  52.64% in the form of a Pro
                                 Rata share of:

                                  -- 91.2% of the New Senior
                                     Secured Term Loan plus the
                                     portion of the Other Parent
                                     Claims Allocation that is
                                     New Senior Secured Term
                                     Loan;

                                  -- 91.2% of the Distributable
                                     Cash minus the amount of
                                     Distributable Cash to be
                                     distributed to Holders of
                                     Allowed Claims in Classes
                                     2E-111E and the amount of
                                     Distributable Cash to be
                                     distributed to Holders of
                                     Allowed Claims in Class 1E
                                     in excess of the portion of
                                     the Other Parent Claims
                                     Allocation that is
                                     Distributable Cash; and

                                  -- 91.2% of the New Common
                                     Stock plus the portion of
                                     the Other Parent Claims
                                     Allocation that is New
                                     Common Stock.

                                     Impaired.

                                     Est. Allowed Claims:
                                     $10.342 billion

2E-111E    General Unsecured      100% in the form of Cash;
          Claims                 provided, however, that if
                                 the Debtors estimate that
                                 the sum of Allowed Claims
                                 in Classes 2E-111E will
                                 exceed $150 million in the
                                 aggregate and the Senior
                                 Lender Settlement Committee
                                 does not elect in writing
                                     after any estimate is filed
                                     with the Bankruptcy Court
                                     but prior to the conclusion
                                     of the Confirmation Hearing
                                     to provide additional
                                     consideration to the
                                     Holders, each Holder of an
                                     Allowed Claim in Classes
                                     2E-111E will instead
                                     receive its Pro Rata share
                                     of $150 million in Cash;
                                     provided further that
                                     postpetition interest will
                                     not accrue to be paid to
                                     any Holder on any General
                                     Unsecured Claim.

                                 Impaired.

                                 Est. Allowed Claims: $85 to $15
                                 million

2K-111K    Intercompany Claims    N/A, all Intercompany Claims
against the Filed Subsidiary Debtors will be deemed satisfied,
discharged, and extinguished in full.

                                 Impaired.

                                 Est. Allowed Claims: N/A

2L-111L    Securities Litigation  0%, all Securities Litigation
          Claims                 Claims against the Filed
                                 Subsidiary Debtors will be
                                 extinguished.

                                 Impaired.

                                 Est. Allowed Claims:
                                 Undetermined

2M-111M    Interests in Filed     100% in the form of Reinstate-
          Subsidiary Debtors     ment.

                                 Unimpaired.

                                 Est. Allowed Claims: N/A

The Plan also constitutes a Prepackaged Plan for the Guarantor
Non-Debtors.  For any Guarantor Non-Debtor that commences a
Chapter 11 case, that Prepackaged Plan will classify Allowed
Claims and Interests.

Pursuant to Section 1126(c) of the Bankruptcy Code, an Impaired
Class of Claims will have accepted the Plan if, after excluding
any Claims held by any Holder designated pursuant to Section
1126(e) of the Bankruptcy Code, (a) the Holders of at least two-
thirds in dollar amount of the Allowed Claims actually voting in
that Cass have voted to accept that Plan, and (b) more than one-
half in number of those Allowed Claims actually voting in that
Class have voted to accept the Plan.

Classes of Claims or Interests designated as Unimpaired are
conclusively presumed to have voted to accept the Plan, and the
votes of the Holders of those Claims or Interests will not be
solicited.



TRIBUNE CO: Lenders Object to Settlement with Major Creditors
-------------------------------------------------------------
Tribune Co. has filed a Chapter 11 reorganization plan supported
by certain key constituents in the Debtors' Chapter 11 cases who
have entered into a Settlement Support Agreement, pursuant to
which those parties agree to support a settlement of the causes of
action related to the 2007 leveraged buy-out of the publishing
company.  The initial signatories to the Settlement Support
Agreement are Angelo Gordon & Co. LP; Centerbridge Credit
Partners, L.P.; Centerbridge Credit Partners Master, L.P.;
Centerbridge Special Credit Partners, L.P.; Law Debenture Trust
Company of New York; and JPMorgan Chase Bank, N.A.

The Credit Agreement Lenders assert that the Debtors' announcement
of "resolution of these cases" pursuant to a "Settlement Term
Sheet" is premature and misleading.

The Credit Agreement Lenders collectively hold over $3.6 billion
principal amount of claims arising under the Tribune Company
Senior Secured Credit Agreement, dated as of May 17, 2007, or
approximately 42% of the $8.7 billion principal amount of Credit
Agreement claims outstanding.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Credit Agreement Lenders,
asserts that if, in fact, there is meaningful exposure with
respect to the avoidance and other claims that the Committee and
others previously sought to pursue, that exposure extends not only
to current holders of the Credit Agreement debt but also to the
agent banks and others who received more than $2 billion of
prepetition payments in respect of the allegedly-avoidable debt
and to Sam Zell and the various Tribune directors and officers who
were involved in structuring the allegedly-fraudulent
transactions.

Mr. Brady maintains that the Settlement contains other
objectionable provisions:

  * The deal provides for current management to be rewarded with
    up to 7.5% of the equity of the reorganized enterprise, thus
    further diluting recoveries of the Credit Agreement Lenders.

  * The deal provides for payment by the reorganized enterprise
    of an unlimited amount of attorneys' fees incurred by
    Centerbridge Credit Partners, L.P.; Centerbridge Credit
    Partners Master, L.P.; Centerbridge Special Credit Partners,
    L.P.; Law Debenture Trust Company of New York; JPMorgan
    Chase Bank, N.A.; and even the individual members of the
    Official Committee of Unsecured Creditors.

               TM Retirees Support Settlement

The Times Mirror Company retirees inform the Court that they
support the settlement and compromises set forth in the Debtors'
proposed Plan of Reorganization.

The TM Retirees are 194 former employees and current employees of
Tribune Company who are entitled to non-qualified retirement and
severance benefits with filed claims totaling $112.4 million.

Adam Hiller, Esq., at Pinckney, Harris & Weidinger, LLC, in
Wilmington, Delaware -- ahiller@phw-law.com -- attorney for the TM
Retirees, says the Plan represents the culmination of an
incredible effort by, among others, the principals and
professionals of the Debtors, the Bank Lenders, the Senior Note
Holders, the Official Committee of Unsecured Creditors and the TM
Retirees.  He adds that these settlements and compromises should
provide the foundation for a prompt and hopefully consensual exit
from bankruptcy.

          JPMorgan Files Settlement Support Agreement

JPMorgan Chase Bank N.A. filed with the Court a copy of the
Settlement Support Agreement, dated April 8, 2010.  A full-text
copy of the Settlement Support Agreement is available for free
at http://bankrupt.com/misc/Tribune_SettlementSupport.pdf

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Credit Agreement Lenders Want to File Own Plan
----------------------------------------------------------
At the hearing on Tribune Co.'s request for an extension of their
plan exclusivity periods on April 13, the Credit Agreement Lenders
asserted that they prepared to file an alternative plan that
provides for the alleged fraudulent conveyance and related claims
to be adjudicated for the benefit of unsecured creditors --
leaving open the possibility of a settlement involving fair
consideration and contributions from all prospective litigation
targets -- while enabling the Debtors to exit bankruptcy rapidly
and to begin the process of healing the wounds that the cases have
created.

There are several different plans the Credit Agreement Lenders may
propose if given the opportunity, Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, told the
Court.  The Credit Agreement Lenders may propose a "subsidiary
only" plan with terms similar to those previously outlined for the
Court, he added.

Alternatively, in an extension of the subsidiary plan concept,
Mr. Brady said the Credit Agreement Lenders may propose a plan for
all the Tribune Debtors that would:

  (a) Make an offer to settle the claims for avoidance and
      disallowance of the Credit Agreement claims, against the
      Tribune guarantor subsidiaries only, through delivery of
      guaranteed value to other constituents; and

  (b) Preserve and transfer to a litigation trust all causes of
      action available to Tribune Company relating to the 2007
      transactions, including all claims against Zell, directors
      and officers, and JPMorgan and the other disgorgement
      defendants, such that claims allegedly worth $2 billion or
      more could be pursued for the benefit of all Tribune
      Company creditors.

The Credit Agreement Lenders averred that either plan would enable
the Tribune businesses to exit bankruptcy immediately while
avoiding the unfairness of a "settlement" forced upon and funded
by only one group of potentially-liable parties.

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWIN VALLEY METALCRAFT: Files for Chapter 11 Bankruptcy
-------------------------------------------------------
Ben Sutherly, staff writer at Dayton Daily News, reports that
Twin Valley Metalcraft ASM LLC filed for Chapter 11 bankruptcy
protection, listing assets of $176,033 and liabilities of
$348,523.

According to the report, prior to the filing, Fifth Third Bank had
sued the Company in Preble County Common Pleas Court.  The Company
owes $320,000 to the bank.

Twin Valley Metalcraft ASM LLC operates a metal fabricator.


UAL CORP: Continental Talks Heat Up; Deal Seen by Month's End
-------------------------------------------------------------
The Wall Street Journal's Gina Chon reports that people familiar
with the matter said Friday talks between UAL Corp.'s United
Airlines and Continental Airlines Inc. are picking up pace, with
parties believing a merger deal could be reached at the end of
this month or early May.

Sources told the Journal United Airlines would be the surviving
brand if it was to merge with Continental.  The Journal also
relates if a deal goes through, the new company would be based in
Chicago, where United currently has its headquarters.

According to the Journal, people familiar with the matter said
both parties are feeling optimistic after US Airways announced
Thursday that it had ended merger talks with United.  But they
cautioned that talks could fall apart at the last minute as they
did in 2008, the last time the two airlines seriously considered a
merger, the Journal says.

Sources told the Journal a merger likely would be in the form of a
stock swap.  According to the Troubled Company Reporter, Bloomberg
News reported that people familiar with the private talks said
that under the merger UAL Chief Executive Officer Glenn Tilton,
62, would become chairman while Continental CEO Jeff Smisek, 55,
would become CEO.

The Journal notes UAL has a market capitalization of
$3.85 billion, while Continental has a market value of about
$3 billion.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


UAL CORP: USAir Could Pair Up with AMR As USAir-UAL Talks End
-------------------------------------------------------------
Jad Mouawad at The New York Times reports that US Airways'
decision to withdraw from merger talks with UAL Corp.'s United Air
Lines left unanswered questions about US Airways' long-term
ability to compete as an independent carrier and leads to
speculation that it might pair up with American Airlines.

US Airways and American Airlines declined to comment on
speculation about a potential combination.

The NY Times notes US Airways has been considered the weakest of
the major network airlines.  It has fewer international routes
than its network competitors, while it competes head to head with
Southwest Airlines in many domestic markets.

As reported by the Troubled Company Reporter on April 23, 2010, US
Airways on Thursday said it was ending merger discussions with
United.  Various reports note that US Airways' withdrawal clears
the path for rival talks between Continental Airlines and United.

The NY Times and Bloomberg News relate that a merger of
Continental and United would, if successful, create the nation's
biggest network carrier.  It would leapfrog Delta Air Lines, which
combined with Northwest two years ago.  The NY Times also relates
a Continental-United combination would have a global network as
well as domestic hubs that crisscross the United States, from San
Francisco to New York, Chicago to Houston.

The NY Times also relates that a potential United-Continental deal
would put American Airlines, which had been the biggest network
airline until it was overtaken by Delta, at a further
disadvantage.  The NY Times explains that while American's
executives have repeatedly stressed that they see no need to jump
into the merger game, analysts have expressed frustration at the
company's go-slow approach to reducing costs and expanding
revenues.

"I think we have a strong network today," the NY Times quotes
Gerard Arpey, the chairman of the AMR Corporation, American's
parent company, as saying at a conference call Wednesday, "We are
not necessarily threatened by talk of consolidation in the
industry."

According to NY Times, some analysts were not persuaded that
American could stand still while getting knocked down to third
place among airlines that have both domestic and international
routes.

"AMR has historically been very conservative, but the industry is
changing dramatically around them," said Hunter K. Keay, an
airline analyst at Stifel Nicolaus, according to The NY Times.
"AMR cannot afford to sit and watch their competition pass them
by."  According to NY Times, Mr. Keay suggested that a marriage of
American and US Airways would make sense because the companies
have complementary networks.

As reported by the TCR on April 13, 2010, Susan Carey and Dennis
Berman at The Wall Street Journal said AMR's CEO Gerard Arpey has
said he doesn't believe a United Airlines-US Airways merger would
be a problem for his carrier.  The Journal reported that Mr. Arpey
said, "I don't think necessarily consolidation is the answer to
all the economic challenges the industry faces.  I don't think
it's a silver bullet."

According to the TCR on Friday, The Wall Street Journal reported
that two people with knowledge of the matter said Continental was
caught off-guard by media reports that United and US Airways were
in deep talks.  Those two sources told the Journal that Jeff
Smisek, Continental's new CEO, called Glenn Tilton, his
counterpart at UAL, and due diligence was begun on a potential
deal that would be a stock swap.  But given what happened two
years ago, when Continental rejected United as a partner, everyone
is proceeding cautiously, the sources told the Journal, adding
talks could break down.

The TCR also related that, according to Bloomberg News, people
familiar with the private talks said that under the merger UAL
Chief Executive Officer Glenn Tilton, 62, would become chairman
while Continental CEO Jeff Smisek, 55, would become CEO.  The
terms aren't final and a deal may be more than a week away, the
people said.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


UAL CORP: United Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 90.38 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.46
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 13, 2013, and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: Joins ATA Challenge on Emission Rules
-----------------------------------------------
American Airlines, Continental Airlines Inc. and United Air Lines,
Inc. joined the Air Transport Association's complaint against the
United Kingdom, alleging that Britain's implementation of the
European Union's emission-trading regulations violated the U.S.-EU
bilateral Air Transport Agreement and the Kyoto Protocol,
Bloomberg News reports.

The airlines and the ATA will ask a U.K. judge to transfer the
complaint to the European Court of Justice, Bloomberg notes.  A
date for the U.K court hearing is "anticipated within the next few
weeks," Nancy Young, ATA vice president for environmental affairs
told Bloomberg in a telephone interview.

The report says the EU is adding airlines to the European
emissions-trading system, the world's biggest greenhouse-gas
market, in 2012 to fight climate change.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Names Thomas Sabatino as General Counsel
--------------------------------------------------
UAL Corporation (NASDAQ: UAUA), the holding company whose primary
subsidiary is United Air Lines, Inc. named Thomas J. Sabatino Jr.
senior vice president, general counsel and corporate secretary.

Mr. Sabatino joins United from Schering Plough where he served as
executive vice president and general counsel, and oversaw the
company's global law department as well as a number of other
functions during a period when the company nearly doubled in size.
Prior to Schering Plough, Mr. Sabatino held similar roles at
Baxter International and American Medical International.  At
Baxter, Mr. Sabatino held several leadership roles in the legal
division, most recently serving as senior vice president and
general counsel, responsible for leading all legal support for
Baxter's operating units and working closely with the board of
directors.

"Tom has significant experience in leading legal divisions for
large global enterprises and working with exceptional boards of
directors," said Glenn Tilton, UAL's chairman, president and chief
executive officer.  "We look forward to leveraging the experience
Tom brings to a strong management team as we continue our efforts
to strengthen United in this extremely competitive industry."

Mr. Sabatino joins United effective March 29 and will report to
Tilton.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Expands Codeshare Pact with Brussels Airlines
-------------------------------------------------------
United Air Lines, Inc. customers may enjoy convenient new
connections to cities in Europe and Africa under a new codeshare
agreement with Brussels Airlines that is open for sale.  Codeshare
flights begin on April 6, 2010 and are in addition to United's
previously announced nonstop service between Chicago and Brussels
that launched on March 28.

"We are focused on strengthening our world-class network and
adding more destinations for our customers through alliance
opportunities," said Mark Schwab, United's senior vice president
of Alliances, International & Regulatory Affairs.  "This
partnership with Brussels Airlines expands our network breadth
into several European destinations and emerging African markets."

"This codeshare agreement with United is an important step in the
development of Brussels Airlines", says Erik Follet, executive
vice president of Strategy & Business Development for Brussels
Airlines. "With United we have now a very strong partner in the
U.S. who brings, as a member of the Star Alliance, many new
advantages to our passengers."

United customers may now purchase tickets on Brussels Airlines-
operated flights between Brussels and 24 European destinations as
well as 12 African destinations, many of which are new United
codeshare markets.  Brussels Airlines customers will enjoy
codeshare service to two of United's U.S. hubs, Washington Dulles
and Chicago O'Hare, allowing connection to hundreds of United's
U.S. destinations.

Both airlines are members of the Star Alliance - United is a
founding partner, and Brussels Airlines joined as a partner in
December of 2009.  Members of United's Mileage Plus(R) and
Brussels Airlines' Miles & More programs may continue to earn and
redeem miles while traveling to destinations never-before served.

                  About Brussels Airlines

Brussels Airlines is the Belgian airline that offers the widest
choice of flights to and from its base in Brussels Airport.  The
group's 3000 employees and 50 aircraft operate some 300 punctual
flights daily, connecting the Capital of Europe to some 70 premium
European and African airports.  On its European routes, operated
with AVRO, Airbus A319 and Boeing 737, Brussels Airlines offers
the choice of an genuine business class product ("b.business"), a
flexible travel formula offering timesaving and comfort ("b.flex
economy+") and a low fare product ("b.light economy").  On medium-
and long-haul flights, the airline operates traditional "Business"
or "Economy" class.  Long-haul flights to Africa are operated with
Airbus A330-300 aircraft.  In addition to 29 destinations on the
African continent, Brussels Airlines and its intercontinental
partners also offer long-haul service to the United Arab Emirates,
China, Thailand, India and North America.  Brussels Airlines is
owned by SN Airholding and is backed up by more than 80 years of
aviation experience in Belgium.  In June 2009, Lufthansa Group
became a shareholder of the airline.  Brussels Airlines joined the
commercial alliance Star Alliance on 9th December 2009.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UDDER SIDE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Udder Side Dairy, LLC, as successor by merger of
        Gentillon Farms, LLC
        348 South 1300 West
        Pingree, ID 83262

Bankruptcy Case No.: 10-40661

Chapter 11 Petition Date: April 21, 2010

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T Robinson, Esq.
                  Robinson, Anthon & Tribe
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Fax: (208) 436-6804
                  E-mail: btr@idlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb10-40661.pdf

The petition was signed by Ronald C. Gentillon, member.


UNIVERSAL CITY: Bank Debt Trades at 100.42% in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Universal City
Development is a borrower traded in the secondary market at 100.42
cents-on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.48
percentage points from the previous week, The Journal relates.
The Company pays 425 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 30, 2014, and carries
Moody's Ba2 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Universal City Development Partners, Ltd., headquartered in
Orlando Florida, operates the Universal Studios Florida, Universal
Islands of Adventure theme parks and Universal CityWalk Orlando, a
dining, retail and entertainment complex.  The company is a 50-50
joint venture of Blackstone Capital Partners and a wholly owned
subsidiary of Vivendi Universal Entertainment LLP (a subsidiary of
NBC Universal).  Annual revenue is approximately $816 million for
the 12 months ended September 2009.


US AIRWAYS: Might Pair Up With AMR's American
---------------------------------------------
Jad Mouawad at The New York Times reports that US Airways'
decision to withdraw from merger talks with UAL Corp.'s United Air
Lines left unanswered questions about US Airways' long-term
ability to compete as an independent carrier and leads to
speculation that it might pair up with American Airlines.

US Airways and American Airlines declined to comment on
speculation about a potential combination.

The NY Times notes US Airways has been considered the weakest of
the major network airlines.  It has fewer international routes
than its network competitors, while it competes head to head with
Southwest Airlines in many domestic markets.

As reported by the Troubled Company Reporter on April 23, 2010, US
Airways on Thursday said it was ending merger discussions with
United.  Various reports note that US Airways' withdrawal clears
the path for rival talks between Continental Airlines and United.

The NY Times and Bloomberg News relate that a merger of
Continental and United would, if successful, create the nation's
biggest network carrier.  It would leapfrog Delta Air Lines, which
combined with Northwest two years ago.  The NY Times also relates
a Continental-United combination would have a global network as
well as domestic hubs that crisscross the United States, from San
Francisco to New York, Chicago to Houston.

The NY Times also relates that a potential United-Continental deal
would put American Airlines, which had been the biggest network
airline until it was overtaken by Delta, at a further
disadvantage.  The NY Times explains that while American's
executives have repeatedly stressed that they see no need to jump
into the merger game, analysts have expressed frustration at the
company's go-slow approach to reducing costs and expanding
revenues.

"I think we have a strong network today," the NY Times quotes
Gerard Arpey, the chairman of the AMR Corporation, American's
parent company, as saying at a conference call Wednesday, "We are
not necessarily threatened by talk of consolidation in the
industry."

According to NY Times, some analysts were not persuaded that
American could stand still while getting knocked down to third
place among airlines that have both domestic and international
routes.

"AMR has historically been very conservative, but the industry is
changing dramatically around them," said Hunter K. Keay, an
airline analyst at Stifel Nicolaus, according to The NY Times.
"AMR cannot afford to sit and watch their competition pass them
by."  According to NY Times, Mr. Keay suggested that a marriage of
American and US Airways would make sense because the companies
have complementary networks.

As reported by the TCR on April 13, 2010, Susan Carey and Dennis
Berman at The Wall Street Journal said AMR's CEO Gerard Arpey has
said he doesn't believe a United Airlines-US Airways merger would
be a problem for his carrier.  The Journal reported that Mr. Arpey
said, "I don't think necessarily consolidation is the answer to
all the economic challenges the industry faces.  I don't think
it's a silver bullet."

According to the TCR on Friday, The Wall Street Journal reported
that two people with knowledge of the matter said Continental was
caught off-guard by media reports that United and US Airways were
in deep talks.  Those two sources told the Journal that Jeff
Smisek, Continental's new CEO, called Glenn Tilton, his
counterpart at UAL, and due diligence was begun on a potential
deal that would be a stock swap.  But given what happened two
years ago, when Continental rejected United as a partner, everyone
is proceeding cautiously, the sources told the Journal, adding
talks could break down.

The TCR also related that, according to Bloomberg News, people
familiar with the private talks said that under the merger UAL
Chief Executive Officer Glenn Tilton, 62, would become chairman
while Continental CEO Jeff Smisek, 55, would become CEO.  The
terms aren't final and a deal may be more than a week away, the
people said.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: UAL-Continental Talks Heat Up; Deal Seen by Month End
-----------------------------------------------------------------
The Wall Street Journal's Gina Chon reports that people familiar
with the matter said Friday talks between UAL Corp.'s United
Airlines and Continental Airlines Inc. are picking up pace, with
parties believing a merger deal could be reached at the end of
this month or early May.

Sources told the Journal United Airlines would be the surviving
brand if it was to merge with Continental.  The Journal also
relates if a deal goes through, the new company would be based in
Chicago, where United currently has its headquarters.

According to the Journal, people familiar with the matter said
both parties are feeling optimistic after US Airways announced
Thursday that it had ended merger talks with United.  But they
cautioned that talks could fall apart at the last minute as they
did in 2008, the last time the two airlines seriously considered a
merger, the Journal says.

Sources told the Journal a merger likely would be in the form of a
stock swap.  According to the Troubled Company Reporter, Bloomberg
News reported that people familiar with the private talks said
that under the merger UAL Chief Executive Officer Glenn Tilton,
62, would become chairman while Continental CEO Jeff Smisek, 55,
would become CEO.

The Journal notes UAL has a market capitalization of
$3.85 billion, while Continental has a market value of about
$3 billion.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                       About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


WESTERN REFINING: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 98.10 cents-
on-the-dollar during the week ended Friday, April 23, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.45
percentage points from the previous week, The Journal relates.
The Company pays 600 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 31, 2014, and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000-barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


WILDWING DEVELOPMENT: Section 341(a) Meeting Scheduled for May 24
-----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Wildwing
Development LLC's creditors on May 24, 2010, at 1:00 p.m.  The
meeting will be held at U.S. Custom House, 721 19th Street, Room
104, Denver, CO 80202.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Centennial, Colorado-based Wildwing Development LLC is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 13, 2010 (Bankr. D. Colo. Case No. 10-18467).
Bart B. Burnett, Esq., who has an office in Denver, Colorado,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,000 to $50,000,000.


WILDWING DEVELOPMENT: Taps Horowitz & Burnett as Bankr. Counsel
---------------------------------------------------------------
Wildwing Development, LLC, has asked for authorization to employ
Horowitz & Burnett, P.C., as bankruptcy counsel, nunc pro tunc to
April 13, 2010.

Horowitz & Burnett will, among other things:

     a. advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

     b. prepare motions, pleadings, orders, applications,
        complaints, and other legal documents necessary in the
        administration of the case;

     c. protect the interests of the Debtor in all matters pending
        before the Court; and

     d. represent the Debtor in the negotiation with its creditors
        to prepare a plan of reorganization or other exit plan,
        and concerning all other legal services necessary or
        appropriate in the administration of this Chapter 11 case.

Horowitz & Burnett will be paid based on the hourly rates of its
personnel:

        Bart B. Burnett                $360
        Robert M. Horowitz             $360
        Kevin S. Neiman                $290
        Debra Howell                    $90

Bart B. Burnett, a shareholder at Horowitz & Burnett, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Centennial, Colorado-based Wildwing Development LLC is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 13, 2010 (Bankr. D. Colo. Case No. 10-18467).
The Company estimated its assets and debts at $10,000,000 to
$50,000,000.


WHEATLAND BANK: Closed; Wheaton Bank & Trust Assumes All Deposits
---------------------------------------------------------------
Wheatland Bank of Naperville, Illinois, was closed on April 23,
2010, by the Illinois Department of Financial and Professional
Regulation - Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Wheaton Bank & Trust of Wheaton, Illinois, to
assume all of the deposits of Wheatland Bank.

The sole branch of Wheatland Bank reopened on Saturday, April 24,
as a branch of Wheaton Bank & Trust.  Depositors of Wheatland Bank
will automatically become depositors of Wheaton Bank & Trust.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from Wheaton
Bank & Trust that it has completed systems changes to allow other
Wheaton Bank & Trust branches to process their accounts as well.

As of Dec. 31, 2009, Wheatland Bank had around $437.2 million in
total assets and $438.5 million in total deposits.  Wheaton Bank &
Trust will pay the FDIC a premium of 0.4 percent to assume all of
the deposits of Wheatland Bank.  In addition to assuming all of
the deposits of the failed bank, Wheaton Bank & Trust agreed to
purchase essentially all of the assets.

The FDIC and Wheaton Bank & Trust entered into a loss-share
transaction on $300.2 million of Wheatland Bank's assets.  Wheaton
Bank & Trust will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-517-1846.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/wheatland.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $133.0 million. Wheaton Bank & Trust's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Wheatland Bank is the 57th FDIC-
insured institution to fail in the nation this year, and the tenth
in Illinois.  The last FDIC-insured institution closed in the
state was Peotone Bank and Trust Company, Peotone, earlier on
April 23, 2010.


WINDSTREAM CORP: Bank Debt Trades at 0.20% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Windstream Corp.
is a borrower traded in the secondary market at 99.80 cents-on-
the-dollar during the week ended Friday, April 23, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.53 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility,
which matures on May 31, 2014.  The bank debt is not rated by
Moody's while it carries Standard & Poor's BB+ rating.  The debt
is one of the biggest gainers and losers among 199 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 8, 2010,
Standard & Poor's lowered its ratings on Little Rock, Arkansas-
based Windstream Corp., including the corporate credit rating,
which S&P lowered to "BB-" from "BB".  At the same time, S&P
removed all ratings on Windstream from CreditWatch with negative
implications, where they had been placed on Nov. 24, 2009,
following the announcement that the company had entered into a
definitive agreement to acquire Iowa Telecommunications Services
(B+/Stable/--) in a transaction valued at $1.1 billion.  The
outlook is stable.

At the same time, S&P lowered the issue-level ratings to "BB+"
from "BBB-" on these issues:

* Windstream's $2.9 billion senior secured credit facility;

* Valor Telecommunications Enterprises' $400 million notes due
2015;

* Windstream Holdings of the Midwest Inc.'s $100 million notes due
2028; and

* Windstream Georgia Communications Corp.'s $200 million
debentures due 2013 (about
   $50 million currently outstanding.

The recovery rating on these issues remains unchanged at "1",
which indicates very high (90%-100%) expectations for recovery in
the event of payment default.

S&P also lowered the issue-level rating on Windstream's senior
unsecured debt to "B+" from "BB-" and left the recovery rating at
"5", which indicates expectations for modest (10%-30%) recovery in
the event of payment default.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about $3.1
billion in annual revenues in the twelve months ended June 30,
2009.


XERIUM TECHNOLOGIES: Gets Nod to Hire Garden City as Claims Agent
-----------------------------------------------------------------
Xerium Technologies Inc. and its units sought and obtained the
Court's authority to employ Garden City Group, Inc. as their
noticing, claims, and balloting agent for the Debtors, in
accordance with the terms of a Retention Agreement, dated November
30, 2009.

According to Stephen R. Light, Chairman and Chief Executive
Officer at Xerium, Garden City rendered services to the Debtors as
balloting agent in connection with the solicitation and tabulation
of votes on the Debtors' Prepackaged Joint Chapter 11 plan of
Reorganization.  In addition, GCG also worked with the Debtors and
other of their professionals to assemble the creditor matrix,
which contains the requisite information for thousands of parties-
in-interest.

Accordingly, the Debtors aver that GCG is fully equipped to (i)
handle the volume of mailing involved in properly sending required
legal notices, processing the claims of creditors and other
interested parties in their Chapter 11 cases, and (ii) provide
expertise with respect to the solicitation, balloting, and
tabulation of votes on the Plan.

The Debtors aver that the retention of GCG promotes the efficient
administration of the Chapter 11 cases, and relieves the Court of
administrative burdens.

Pursuant to the Retention Agreement, GCG will:

  (a) prepare and serve required notices in the chapter 11
      cases, which may include, without limitation:

      -- notice of the Petition Date;

      -- notice of the claims bar date, if any;

      -- notice of objections to claims;

      -- notice of any hearings on approval of the Disclosure
        Statement and confirmation of the Plan; and

      -- other miscellaneous notices to any entities, as the
         Debtors or the Court may deem necessary.

  (b) after the mailing of a particular notice, prepare for
      filing with the Court a certificate or affidavit of
      service;

  (c) if appropriate, receive and record proofs of claim and
      proofs of interest filed;

  (d) if appropriate, create and maintain an official claims
      register, including, among other things:

      -- the name of the Debtor;

      -- the name and address of the claimant and any agent;

      -- the date received;

      -- the claim number assigned; and

      -- the asserted amount and classification of the claim.

  (e) implement necessary security measures to ensure the
      Completeness and integrity of the claims registers;

  (f) transmit to the Clerk of the Court a copy of the claims
      registers upon request and at agreed upon intervals;

  (g) act as balloting agent, and (i) print ballots including
      the printing of creditor and shareholder specific ballots,
      (ii) prepare voting reports by Plan class, creditor or
      shareholder and amount for review and approval by the
      Debtors and their counsel, (iii) coordinate mailing of
      ballots, the Disclosure Statement and Plan or other
      appropriate materials to all voting and non-voting
      parties and provide affidavits of service, (iv) establish
      a toll-free "800" number to receive questions regarding
      voting on the Plan, and (v) receive and tabulate ballots,
      inspect ballots for conformity to voting procedures, date
      stamp and number ballots, as well as provide computerized
      balloting database services and certify the tabulation
      results.

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

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

  (j) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure, and provide
      notice of the Transfers as required;

  (k) comply with applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders,
      and other requirements;

  (l) promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe; and

  (m) perform other administrative and support services,
      including noticing, claims, docketing, solicitation, and
      distribution as the Debtors or the Clerk's Office may
      request.

GCG's professionals will be paid in accordance with these hourly
rates:

  Professional                             Hourly Rate
  ------------                             -----------
  Administrative                            $45 - $70
  Data Entry Processors                        $55
  Mailroom and Claims Control                  $55
  Customer Service Reps                        $57
  Project Administrators                    $70 - $85
  Quality Assurance Staff                   $80 - $125
  Project Supervisors                       $95 - $110
  Systems & Technology Staff               $100 - $200
  Graphic Support                             $125
  Project Managers, Senior Project
   Managers, and Department Managers       $125 - $150
  Directors, Senior Consultants, and
   Assistant Vice Presidents               $175 - $250
  Senior Management                           $250

GCG will also be reimbursed for its necessary out-of-pocket
expenses, Mr. Light relates.

The Debtors have made advance payments as retainer to GCG in the
aggregate amount of $220,000, which was applied against GCG's
prepetition fees and expenses.  Any remaining portion of the
Retainer will be applied against the first bill for postpetition
fees and expenses that GCG will render in the Chapter 11 cases.

GCG will continue to perform the services contemplated by the
Retention Agreement in the event the Debtors' Chapter 11 cases are
converted to Chapter 7.  However, the Retention Agreement will not
obligate a successor Chapter 7 trustee or Chapter 11 trustee to
employ GCG.  Neither the Debtors nor GCG will terminate GCG's
engagement prior to the effective date of a confirmed plan of
reorganization without further order of the Court, Mr. Light
notes.

In the event that GCG's engagement with the Debtors is terminated,
the firm will perform its duties until the occurrence of a
complete transition with the Clerk's Office or any other successor
noticing, claims, and balloting agent.

The Court also approved the Indemnification Provisions with
respect to the retention of GCG during the pendency of the
Debtors' cases:

  (1) GCG will not be entitled to indemnification, contribution,
      or reimbursement pursuant to the Indemnification
      Provisions for services, unless the services and the
      indemnification, contribution, or reimbursement are
      approved by the Court.

  (2) The Debtors will have no obligation to indemnify GCG, or
      provide contribution or reimbursement to GCG for any claim
      or expense that is either (i) judicially determined on a
      final basis, to have arisen from GCG's gross negligence,
      fraud, willful misconduct, breach of fiduciary duty, if
      any, bad faith or self-dealing; (ii) for a contractual
      dispute in which the Debtors allege the breach of GCG's
      contractual obligations unless the Court determines
      otherwise, or (iii) settled prior to a judicial
      determination as to the Exclusions but determined by the
      Court to be a claim or expense for which GCG should not
      receive indemnity.

  (3) If, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan, and  (ii) the entry of an
      order closing the Chapter 11 cases, GCG believes that it
      is entitled to the payment of any amounts by the Debtors
      on account of the Debtors' indemnification, contribution,
      or reimbursement obligations under the Retention
      Agreement, GCG must file an application with the Court.

Karen B. Shaer, executive vice president and general counsel of
GCG assured the Court that her firm is a "disinterested person,"
as defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

The Court will convene a hearing on April 28, 2010, to consider
the Debtors' motion.  Objections, if any, are due by April 21.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Proposes to Pay Taxes and Assessments
----------------------------------------------------------
In the ordinary course of business, Xerium Technologies Inc. and
its units incur certain taxes and governmental charges, including,
but not limited to, sales, use, property, franchise, value-added,
and other taxes and governmental charges -- the Taxes and
Assessments -- which are payable directly to the federal
government, various foreign governments, and various state and
local taxing authorities.

Jurisdictions differ with regard to the frequency of when the
Taxes and Assessments must be remitted, with payments ranging from
monthly to quarterly to semi-annually to annually.  The Taxes and
Assessments are paid in accordance with the requirements of the
Taxing Authority, including as to the method of payment by check
or electronic funds transfer, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates.

For the majority of their sales, the Debtors are not required to
collect sales or use taxes because they receive tax exemption
certificates from their customers.  However, certain products
remain subject to Sales and Use Taxes.  The Debtors estimate that
they remitted approximately $750,000 in Sales and Use Taxes to
Taxing Authorities in 2009.  The Debtors further estimate that
approximately $140,000 in Sales and Use Taxes is accrued and
unpaid as of the Petition Date, and that an additional $85,000 may
be determined to be attributable to the prepetition period.

The Debtors also own a substantial amount of real and personal
property located in various countries that is subject to state,
local, or foreign property taxes.  Depending on the location of
the property, Property Taxes are paid in arrears and remitted
annually, semi-annually, or quarterly.  There is often a
significant lag between the period when the Property Taxes accrue
and the payment due date.  Hence, Property Taxes accruing in 2009
may not be due until several months into 2010 and 2011.  The
Debtors estimate that they remitted approximately $1,408,611 in
Property Taxes to Taxing Authorities in 2009.  Approximately
$506,143 in Property Taxes is accrued and unpaid as of the
Petition Date, according to Mr. Collins.

In addition, the Debtors pay franchise taxes and registration
fees, and, in Canada, capital tax to Taxing Authorities so that
the Debtors can operate their business in the taxing jurisdiction.
Some states assess a flat Franchise Tax on all businesses, while
others assess based on some measure of income, gross receipts, net
worth, or other measure of value.  The Debtors remitted
approximately $330,091 in Franchise Taxes to the applicable Taxing
Authorities in 2009.  Approximately $63,079 in Franchise Taxes is
accrued and unpaid as of the Petition Date.

Certain state governments require the Debtors to pay annual or bi-
annual report taxes to be in "good standing" for purposes of
conducting business within that state.  The Debtors remitted
approximately $171,775 in Annual Report Taxes to the applicable
Taxing Authorities in 2009.  They estimate that approximately
$34,625 in Annual Report Taxes is accrued but unpaid as of the
Petition Date, and that an additional $33,375 may be determined to
be attributable to the prepetition period.

Furthermore, the Debtors pay value-added taxes and to certain
Taxing Authorities in connection with their production and
distribution of goods.  Unlike a traditional sales tax, the Value-
Added Taxes are assessed on each business transaction, rather than
only upon a final sale to an end user.  The Debtors remitted
approximately $2,962,423 in Value-Added Taxes to the applicable
Taxing Authorities in 2009.  Approximately $428,976 in Value-Added
Taxes is estimated to be accrued and unpaid as of the Petition
Date, and an additional $655,836 may be determined as of the
prepetition period.

The Debtors also pay various other taxes including, but not
limited to, income taxes, trade taxes, municipal and education
taxes, taxes for electricity produced by the Debtors, and various
business taxes.  The Debtors estimate that approximately $270,632
in Other Governmental Assessments is accrued but unpaid as of the
Petition Date, and that an additional $13,578 may be determined to
be attributable to the prepetition period.

In this regard, the Debtors sought and obtained the Court's
authority to pay in their sole discretion and in an aggregate
amount not to exceed $2,300,000, as the Taxes and Assessments Cap,
Taxes and Assessments as they come due, including any penalties
and interest determined to be owed for periods prior to the
Petition Date and subsequently determined upon audit, or
otherwise, to be owed for periods prior to the Petition Date.

The Taxes and Assessments of the Debtors as accrued and unpaid as
of the Petition Date or as attributable to the prepetition period,
aggregate $2,231,244.  Out of an abundance of caution, the Debtors
have requested a modest cushion of $68,756 in excess of the
estimated Taxes and Assessments to protect against potential
variations in actual amounts due and to preserve resources of the
Debtors' estates by not having to file separate motions with the
Court if the Taxes and Assessments have been underestimated.
However, should there be any Taxes and Assessments in excess of
the Taxes and Assessments Cap, the Debtors reserve the right to
request further authority from the Court to pay any additional
Taxes and Assessments.

Judge Carey further authorized banks and other financial
institutions to process, honor and pay any and all transfer
requests by the Debtors.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Wants to Pay Prepetition Foreign Obligations
-----------------------------------------------------------------
In connection with the global scope of their business operations,
the Debtors have numerous foreign suppliers, vendors, service
providers, and other non-domestic relationships which are critical
to the Debtors' ability to timely manufacture highly-specialized
products in response to customer demands.

Specifically, in connection with their paper machine clothing,
roll cover, and engineered fabric businesses, the Debtors obtain a
substantial amount of their raw materials through supply contracts
with foreign creditors, including yarn that serves as the base
material for paper machine clothing and various chemicals used in
the production of roll covers.  Because most of the Debtors'
products are custom-ordered and designed, the Debtors manufacture
those products as and when ordered by their customers.

As a result, the Debtors do not keep in stock a significant
inventory of the critical raw materials supplied by many of the
Foreign Creditors, and accordingly, the Debtors rely upon as-
needed and timely shipments of the raw materials to ensure their
ability to promptly manufacture highly-specialized products in
response to customer demands.

In addition, many of the Foreign Creditors, including some of the
Debtors' largest suppliers, are sole-source suppliers of certain
raw materials, equipment, parts, and other items necessary for the
Debtors' manufacturing operations.  In most instances, the Debtors
utilize sole-source suppliers because, among other things, no
other supplier can provide the materials at a comparable cost, the
supplier provides a proprietary product not offered by any other
supplier, or the supplier provides the highest quality for the
materials in question.  Thus, the use of sole-source suppliers
enables the Debtors to minimize costs, maintain consistency,
control quality, and ultimately, deliver a higher quality and more
cost efficient product to their customers.

In as much as the Debtors' revenue generating capacity depends
heavily upon the Debtors' continued relationships with their
Foreign Creditors, the Debtors' ability to make payments to
Foreign Creditors on a regular basis is critical to maintain the
Debtors' domestic and foreign operations.  If the Debtors are not
permitted to pay the Foreign Claims as they come due, the Foreign
Creditors may withhold vital goods and services from the Debtors,
terminate key relationships, and otherwise cease to continue to do
business with the Debtors, thereby jeopardizing the Debtors'
ability to operate their manufacturing facilities and service
their customers in a timely manner, explains Mark D. Collins,
Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware.

Although the scope of the automatic stay provided for in section
362 of the Bankruptcy Code is universal, enforcing the stay in
foreign jurisdictions is difficult, if not impossible, if the
creditor as to which enforcement is sought has no presence in the
United States.  As a result, notwithstanding the Petition Date and
the imposition of the automatic stay, the Debtors are at
considerable risk of Foreign Creditors disregarding the automatic
stay to exercise self-help or otherwise engage in conduct that
disrupts the Debtors' domestic and foreign operations.

Foreign Creditors also may sue one or all of the Debtors in a
foreign court to recover prepetition amounts owed to them.  If the
Foreign Creditors were successful in obtaining a judgment against
the Debtors, the Foreign Creditors could exercise judgment
remedies, including attaching the Debtors' foreign assets or
withholding essential goods and services from the Debtors.

Moreover, Mr. Collins relates, replacing Foreign Creditors that
are sole-source suppliers simply is not feasible, as doing so
would require the Debtors to sacrifice the quality of their raw
materials and compromise their cost efficiency, and by extension,
weaken the quality and competitive pricing of their products. In
addition, if the Debtors had to replace sole-source Foreign
Creditors, the Debtors would suffer significant delays in their
business operations.

The Debtors estimate that the amount of the Foreign Claims
outstanding as of the Commencement Date aggregates approximately
$6,329,000.  Of this amount, approximately $5,358,993 will be due
and payable during the first 21 days following the Petition Date.

By this motion, the Debtors seek the Court's final authority to
pay the Foreign Claims in an aggregate amount not to exceed
$7,582,000, as the Foreign Claims Cap.  Pending entry of a Final
Order, the Debtors ask the Court to allow them to pay the Foreign
Claims in an aggregate amount not to exceed the Interim Amount.

Should there be any Foreign Claims in excess of the Foreign Claims
Cap, the Debtors reserve the right to request further authority
from this Court, after notice and an opportunity for a hearing, to
pay any additional Foreign Claims.

The Debtors further request that the Court authorize and direct
all applicable banks and other financial institutions to receive,
process, honor and pay any and all checks drawn or electronic
funds transferred to pay the Foreign Claims, whether those checks
were presented prior to or after the Petition Date.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


* Bankruptcy Law Shaken Up By Recent Cases, Judges Say
------------------------------------------------------
Rulings have raised important questions about several areas of
bankruptcy law, including the effect of bad faith on a creditor"s
vote, the disclosure requirements for ad hoc committees and the
bidding rights of secured lenders, according to a group of
bankruptcy judges, Bankruptcy Law360 reports.

Judges from three New York-area bankruptcy courts participated in
a panel discussion Thursday in Manhattan at the annual conference
of the American Bar Association"s litigation section.


* Bank Failures This Year Now 57 As 7 Banks Shut April 23
---------------------------------------------------------
Regulators closed seven banks -- Lincoln Park Savings, Peotone
Bank, Wheatland Bank, New Century Bank, Citizens Bank&Trust,
Broadway Bank, and Amcore Bank -- on April 23, raising the total
closings for this year to 57.

To protect depositors, the Federal Deposit Insurance Corporation
(FDIC) entered into a purchase and assumption agreement with
various banks for the assumption of deposits and takeover of
operations of the closed banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf

                           *     *     *

According to The Wall Street Journal, Toronto-Dominion Bank of
Canada bought three Florida banks that failed April 16, while
Japan's Mitsubishi UFJ Financial Group Inc. acquired one in
California.  The four purchases increase the number of failed U.S.
banks scooped up by non-U.S. banks to seven since the start of
2009. A total of 190 banks have been seized by regulators,
including 50 so far this year, most of which have been bought.


* BOND PRICING -- For the Week From April 12 to 16, 2010
--------------------------------------------------------

  Company            Coupon     Maturity  Bid Price
  -------            ------     --------  ---------
155 E TROPICANA       8.750%     4/1/2012      5.000
ABITIBI-CONS FIN      7.875%     8/1/2009     12.000
ACARS-GM              8.100%    6/15/2024     20.000
ADVANTA CAP TR        8.990%   12/17/2026     13.125
AMBAC INC             7.500%     5/1/2023     16.500
AMBAC INC             9.375%     8/1/2011     64.500
AMER GENL FIN         5.200%    6/15/2010     94.762
ARCO CHEMICAL CO     10.250%    11/1/2010     82.900
AT HOME CORP          0.525%   12/28/2018      0.504
BALLY TOTAL FITN     14.000%    10/1/2013      1.000
BANK NEW ENGLAND      8.750%     4/1/1999     12.500
BANK NEW ENGLAND      9.875%    9/15/1999      9.000
BANK UNITED           8.000%    3/15/2009      1.000
BANKUNITED FINL       3.125%     3/1/2034      7.875
BANKUNITED FINL       6.370%    5/17/2012      8.250
BLOCKBUSTER INC       9.000%     9/1/2012     24.000
BOWATER INC           6.500%    6/15/2013     38.500
BOWATER INC           9.500%   10/15/2012     38.250
CAPMARK FINL GRP      5.875%    5/10/2012     34.750
CHANDLER USA INC      8.750%    7/16/2014     20.000
CITADEL BROADCAS      4.000%    2/15/2011     53.050
COLLINS & AIKMAN     10.750%   12/31/2011      0.050
COLONIAL BANK         6.375%    12/1/2015      0.438
CONGOLEUM CORP        8.625%     8/1/2008     20.250
CPE-CALL04/10         9.750%    12/8/2010     99.000
DECODE GENETICS       3.500%    4/15/2011      6.375
DECODE GENETICS       3.500%    4/15/2011      6.375
FAIRPOINT COMMUN     13.125%     4/1/2018     15.250
FAIRPOINT COMMUN     13.125%     4/2/2018     18.690
FEDDERS NORTH AM      9.875%     3/1/2014      0.977
FINLAY FINE JWLY      8.375%     6/1/2012      0.625
FLEETWOOD ENTERP     14.000%   12/15/2011     17.250
GASCO ENERGY INC      5.500%    10/5/2011     60.000
GENERAL MOTORS        7.125%    7/15/2013     34.425
GENERAL MOTORS        9.450%    11/1/2011     30.750
GPI-CALL04/10         8.250%    8/15/2013    103.050
HAWAIIAN TELCOM       9.750%     5/1/2013      3.000
INN OF THE MOUNT     12.000%   11/15/2010     47.000
KEYSTONE AUTO OP      9.750%    11/1/2013     46.000
LEHMAN BROS HLDG      1.500%    3/23/2012     18.250
LEHMAN BROS HLDG      4.375%   11/30/2010     21.750
LEHMAN BROS HLDG      4.500%     8/3/2011     20.960
LEHMAN BROS HLDG      4.700%     3/6/2013     20.850
LEHMAN BROS HLDG      4.800%    2/27/2013     21.500
LEHMAN BROS HLDG      4.800%    3/13/2014     22.500
LEHMAN BROS HLDG      5.000%    1/14/2011     22.000
LEHMAN BROS HLDG      5.000%    1/22/2013     19.350
LEHMAN BROS HLDG      5.000%    2/11/2013     20.325
LEHMAN BROS HLDG      5.000%    3/27/2013     20.860
LEHMAN BROS HLDG      5.000%     8/5/2015     20.300
LEHMAN BROS HLDG      5.100%    1/28/2013     20.350
LEHMAN BROS HLDG      5.150%     2/4/2015     21.500
LEHMAN BROS HLDG      5.250%     2/6/2012     22.035
LEHMAN BROS HLDG      5.250%    1/30/2014     20.910
LEHMAN BROS HLDG      5.250%    2/11/2015     21.800
LEHMAN BROS HLDG      5.500%     4/4/2016     22.000
LEHMAN BROS HLDG      5.625%    1/24/2013     22.250
LEHMAN BROS HLDG      5.750%    4/25/2011     22.000
LEHMAN BROS HLDG      5.750%    7/18/2011     23.000
LEHMAN BROS HLDG      5.750%    5/17/2013     21.500
LEHMAN BROS HLDG      6.000%    7/19/2012     22.500
LEHMAN BROS HLDG      6.000%    6/26/2015     18.250
LEHMAN BROS HLDG      6.000%   12/18/2015     21.800
LEHMAN BROS HLDG      6.200%    9/26/2014     23.000
LEHMAN BROS HLDG      6.500%    7/19/2017      0.510
LEHMAN BROS HLDG      6.625%    1/18/2012     22.250
LEHMAN BROS HLDG      6.875%    7/17/2037      0.350
LEHMAN BROS HLDG      7.500%    5/11/2038      1.250
LEHMAN BROS HLDG      7.875%    11/1/2009     21.250
LEHMAN BROS HLDG      8.000%    3/17/2023     16.000
LEHMAN BROS HLDG      8.050%    1/15/2019     20.135
LEHMAN BROS HLDG      8.500%     8/1/2015     20.000
LEHMAN BROS HLDG      8.500%    6/15/2022     22.000
LEHMAN BROS HLDG      8.750%   12/21/2021     19.100
LEHMAN BROS HLDG      8.800%     3/1/2015     20.400
LEHMAN BROS HLDG      8.920%    2/16/2017     19.000
LEHMAN BROS HLDG      9.000%     3/7/2023     18.250
LEHMAN BROS HLDG      9.500%   12/28/2022     21.500
LEHMAN BROS HLDG      9.500%    1/30/2023     21.500
LEHMAN BROS HLDG      9.500%    2/27/2023     21.500
LEHMAN BROS HLDG     10.000%    3/13/2023     21.750
LEHMAN BROS HLDG     10.375%    5/24/2024     19.570
LEINER HEALTH        11.000%     6/1/2012     10.500
MAGNA ENTERTAINM      8.550%    6/15/2010     42.750
MERRILL LYNCH         3.450%     3/9/2011     97.100
MTH-CALL05/10         7.000%     5/1/2014    102.525
NEFF CORP            10.000%     6/1/2015     10.375
NEWPAGE CORP         12.000%     5/1/2013     40.500
NORTH ATL TRADNG      9.250%     3/1/2012     48.510
NYNEX CORP            9.550%     5/1/2010     97.000
OSCIENT PHARM        12.500%    1/15/2011      9.500
PALM HARBOR           3.250%    5/15/2024     66.375
RAFAELLA APPAREL     11.250%    6/15/2011     65.000
RASER TECH INC        8.000%     4/1/2013     43.750
SIX FLAGS INC         9.625%     6/1/2014     30.500
SIX FLAGS INC         9.750%    4/15/2013     33.000
SPHERIS INC          11.000%   12/15/2012     31.500
STATION CASINOS       6.000%     4/1/2012      6.000
STATION CASINOS       6.500%     2/1/2014      2.522
STATION CASINOS       6.625%    3/15/2018      2.000
STATION CASINOS       6.875%     3/1/2016      0.750
STATION CASINOS       7.750%    8/15/2016      7.313
SUBURBAN PROPANE      6.875%   12/15/2013    100.500
THORNBURG MTG         8.000%    5/15/2013      1.100
TIMES MIRROR CO       7.250%     3/1/2013     30.000
TOUSA INC             7.500%    3/15/2011      7.750
TOUSA INC             7.500%    1/15/2015      6.679
TOUSA INC             9.000%     7/1/2010     69.500
TOUSA INC             9.000%     7/1/2010     65.000
TOUSA INC            10.375%     7/1/2012      7.500
TRANS-LUX CORP        8.250%     3/1/2012     36.863
TRANSMERIDIAN EX     12.000%   12/15/2010      7.500
TRIBUNE CO            4.875%    8/15/2010     30.500
TRUMP ENTERTNMNT      8.500%     6/1/2015      1.000
VERASUN ENERGY        9.375%     6/1/2017      6.625
VERENIUM CORP         5.500%     4/1/2027     37.000
WASH MUT BANK FA      5.125%    1/15/2015      1.009
WASH MUT BANK FA      5.650%    8/15/2014      0.750
WASH MUT BANK NV      5.500%    1/15/2013      0.260
WASH MUT BANK NV      5.550%    6/16/2010     49.500
WASH MUT BANK NV      5.950%    5/20/2013      0.800
WASH MUT BANK NV      6.750%    5/20/2036      1.000
WCI COMMUNITIES       7.875%    10/1/2013      1.000
WCI COMMUNITIES       9.125%     5/1/2012      1.125
WERNER HOLDINGS      10.000%   11/15/2007      2.000
YELLOW CORP           5.000%     8/8/2023     90.000



                           *********

Monday"s edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don"t be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm"s
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday"s edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation"s bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday"s edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***