TCR_Public/100503.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, May 3, 2010, Vol. 14, No. 121

                            Headlines

24 HOUR FITNESS: Bank Debt Trades at 2% Off in Secondary Market
AGWAY INC: Creditor Will Recover Contractual Attorneys' Fees
AIRESURF NETWORKS: Sees Delay in Filing Annual Financials
ALERIS INT'L: Files Rule 2015.3 Report for December
ALERIS INT'L: European Term Lenders to Depose Oaktree, et al.

ALERIS INT'L: Weil Gotshal Bills $2.5MM for Nov.-Feb.
ALLIS-CHALMERS ENERGY: Annual Stockholders' Meeting on June 17
ALMATIS BV: Files for Chapter 11 Bankruptcy in Manhattan
AMBAC FINANCIAL: Adopts Severance Pay Plan for Executives
AMERICAN PETROLEUM: S&P Assigns 'B-' Corporate Credit Rating

AMKOR TECHNOLOGY: Moody's Assigns 'Ba3' Rating on $300 Mil. Notes
AMKOR TECHNOLOGY: S&P Assigns 'B+' Rating on $300 Mil. Notes
ANGIOTECH PHARMACEUTICALS: Bryant Discloses Ownership of Options
ARAMARK CORP: Bank Debt Trades at 2% Off in Secondary Market
ASSOCIATED MATERIALS: Amends Employment Pact with Thomas Chieffe

AVAYA INC: Bank Debt Trades at 9% Off in Secondary Market
BAKS USA: Case Summary & 9 Largest Unsecured Creditors
BC NATIONAL BANKS: Closed; Community First Bank Assumes Deposits
BETTER BEDDING: Sells Assets to Sleepy's for $965,000
BLACK CROW: Gets More Time to File Plan of Reorganization

BRIER CREEK: Asks for Court OK to Use Cash Collateral
BRIER CREEK: Taps Barnes & Thornburg as Bankruptcy Counsel
BUTTERMILK TOWNE: Case Summary & 20 Largest Unsecured Creditors
CANWEST GLOBAL: Torstar May Lose Fairfax Backing for Bid
CAPMARK FINANCIAL: Proposes D&P as Dispute Advisor

CAPMARK FINANCIAL: Submits Rule 2015.3 Reports
CEDAR FUNDING: Trial on Fraud Charges vs. Nilsen in October
CELANESE US: Bank Debt Trades at 2% Off in Secondary Market
CELOTEX CORP: Schools' Suit Against Asbestos Trust Dismissed
CEQUEL COMMUNICATIONS: Moody's Puts 'B3' Rating on $500 Mil. Notes

CEQUEL COMMUNICATIONS: S&P Affirms 'B-' Rating on Senior Notes
CF BANCORP: Closed; First Michigan Bank Assumes All Deposits
CHAMPION BANK: Closed; BankLiberty Assumes All Deposits
CHARTER COMMS: Bank Debt Trades at 5% Off in Secondary Market
CHRYSLER LLC: Marchionne Presents 5-Year Plan for New Chrysler

CHRYSLER LLC: New Chrysler Sees 20% Increase in Sales for April
CIT GROUP: S&P Assigns Counterparty Credit Rating at 'B+/B'
CITADEL BROADCASTING: Committee Has Nod for Chanin as Advisor
CITY OF WOONSOCKET: Moody's Cuts Ratings on Bonds to 'Ba1'
CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market

COMMUNITY HEALTH: Bank Debt Trades at 3% Off in Secondary Market
CRESCENT RESOURCES: Bank Debt Trades at 59% Off
D.B. ZWIRN: Movie Executives File Countersuit
DOLLAR THRIFTY: Posts $27.3MM Net Income for 1st Quarter
DOLLAR THRIFTY: Annual Stockholders' Meeting Set for June 10

DOUGLAS HOLLIDAY: Case Summary & 11 Largest Unsecured Creditors
DUBAI WORLD: Banks May Still Find Interest on New Loans Low
ECLIPSE AVIATION: No Constructive Trust for Customers
EDWIN KULUBYA: Case Summary & 20 Largest Unsecured Creditors
ELITE LOGISTICS: Resists Creditors From Pursuing Payments

EMCOR GROUP: Moody's Assigns 'Ba1' Rating on $550 Mil. Loan
EMMIS COMMUNICATIONS: Martin Capital Holds 6.3% of Shares
EUROBANK: Closed; Oriental Bank and Trust Assumes All Deposits
FAIRPOINT COMMS: Bank Debt Trades at 17% Off in Secondary Market
FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'B'

FRASER PAPERS: Still Under CCAA, Delays Financials
FREEDOM COMMUNICATIONS: Emerges from Chapter 11
FRONTIER BANK: Closed; Union Bank N.A. Assumes All Deposits
FRONTIER FINANCIAL: Incurs Net Loss of $295.1 Million in 2009
FRONTIER FINANCIAL: CEO Fahey Denies Rumors of Takeover Bid

FRONTIER FINANCIAL: Charged of Securities Laws Violations
FX LUXURY: Files Schedules of Assets & Liabilities
FX LUXURY: Section 341(a) Meeting Scheduled for May 27
FX LUXURY: Taps Sierra Consulting as Financial Advisors
FX LUXURY: Wants to Employ Greenberg Traurig as Special Counsel

FX LUXURY: Taps Fox Rothschild as Bankruptcy Counsel
GARY GLAVA: Case Summary & 20 Largest Unsecured Creditors
GENTIVA HEALTH: S&P Gives Stable Outlook on 'B+' Rating
GRAFTECH INTERNATIONAL: Moody's Rating Unaffected by Seadrift Deal
GRAY COMMUNICATIONS: Bank Debt Trades at 2% Off

HARRY ROBERTSON: Case Summary & 17 Largest Unsecured Creditors
HARVEST OAKS: Section 341(a) Meeting Scheduled for May 26
HARVEST OAKS: Files Schedules of Assets & Liabilities
HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
HEALTH MANAGEMENT: Bank Debt Trades at 3% Off in Secondary Market

HEARTLAND PUBLICATIONS: Nearly Half of Prior Debt Is Eliminated
HERTZ CORPORATION: Fitch Affirms 'BB-' Issuer Default Rating
HUNTSMAN ICI: Bank Debt Trades at 4% Off in Secondary Market
IESI CORP: S&P Assigns 'BB+' Rating on Credit Facilities
INTERPUBLIC GROUP: S&P Puts 'B+' Rating on CreditWatch Positive

INTERNATIONAL ALUMINUM: Wins Confirmation of Reorganization Plan
INX INC: Receives Default Waiver Until May 31
J&H HEAVY: Case Summary & 20 Largest Unsecured Creditors
JOHN STOKES: To Liquidate Assets Under Chapter 7 Proceeding
JONES SODA: Engages Peterson Sullivan as FY 2010 Auditors

LAGUNA DEVELOPMENT: Fitch Affirms Issuer Rating at 'BB-'
LANTHEUS MEDICAL: Moody's Assigns 'B2' Corporate Family Rating
LANTHEUS MEDICAL: S&P Assigns Corporate Credit Rating at 'B+'
LAUREATE EDUCATION: Bank Debt Trades at 7% Off in Secondary Market
LNR PROPERTY: Bank Debt Trades at 7% Off in Secondary Market

LYONDELL CHEMICAL: Emerges from Chapter 11 Protection
LYONDELL CHEMICAL: Equistar Proposes Ascend Settlement
LYONDELL CHEMICAL: Court Enters Ruling on Houston Tax Liability
LYONDELL CHEMICAL: Applies for Indenture of Senior Notes
MAGIC BRANDS: Taps Goulston & Storrs as Bankruptcy Counsel

MAGIC BRANDS: Taps Kurtzman Carson as Claims Agent
MAGIC BRANDS: Wants Wiley Rein as Special Franchise Counsel
MAGIC BRANDS: Wants to Hire Richards Layton as Co-Counsel
MAGNA ENTERTAINMENT: MID-Backed Plan Became Effective April 30
MARSHALL KRONE: Case Summary & 5 Largest Unsecured Creditors

MARTIN PEMSTEIN: Case Summary & 12 Largest Unsecured Creditors
METRO-GOLDWYN-MAYER: Bank Debt Trades at 54% Off
METROPCS WIRELESS: Bank Debt Trades at 2% Off in Secondary Market
MIDDLEBROOK PHARMACEUTICALS: Files for Chapter 11 in Delaware
MILLAR WESTERN: S&P Gives Stable Outlook, Affirms 'B-' Rating

MIRANT CORP: Bank Debt Trades at 2% Off in Secondary Market
MITEL NETWORKS: S&P Raises Corporate Credit Rating to 'B'
MONEYGRAM INT'L: Makes $30 Million Debt Prepayment
MONEYGRAM INT'L: Annual Stockholders' Meeting Set for May 26
NES RENTALS: S&P Raises Corporate Credit Rating to 'B'

NEW CENTURY COS: Changes Name to U.S. Aerospace
NRG ENERGY: Bank Debt Trades at 2% Off in Secondary Market
NORANDA ALUMINUM: Board OKs Amendment to 2007 Incentive Plan
NORANDA ALUMINUM: Adjusts Reportable Segments Amid Integration
NORANDA ALUMINUM: Delays Planned IPO of 19.16 Million Shares

NORANDA ALUMINUM: Moody's Reviews 'B3' Corporate Family Rating
NORTEL NETWORKS: Next Rule 2015.3 Report Due June 15
NORTEL NETWORKS: Receives Nod to Establish NNL Trust
NORTEL NETWORKS: Seeks Nod of Employment Contract with Riedel
NORTEL NETWORKS: Wins OK for Grant Thornton as Arbitrator

OPTI CANADA: Explores Options to Improve Shareholder Value
OPTI CANADA: Six Nominees Elected to Board of Directors
OSI RESTAURANT: Bank Debt Trades at 10% Off in Secondary Market
PACIFIC CAPITAL: Moody's Puts Long-Term Ratings on Review
PALM INC: S&P Puts 'CCC+' Ratings on CreditWatch Positive

PATIENT SAFETY: Brian Stewart, et al., Seek to Control Board
PHILADELPHIA NEWSPAPER: Greg Osberg to Become CEO & Publisher
PINNACLE ENTERTAINMENT: Moody's Puts 'Caa1' Rating on $250MM Notes
PINNACLE ENTERTAINMENT: Fitch Assigns 'B-/RR5' Rating on Notes
PINNACLE ENTERTAINMENT: S&P Gives Stable Outlook, Keeps B+ Rating

PLASSEIN INT'L: High Court Insulates Shareholders in LBO Deal
PPL CAPITAL: Fitch Affirms BB+ Rating on Junior Subordinated Notes
R-G PREMIER: Closed; Scotiabank de Puerto Rico Assumes Deposits
RIVERSIDE ENERGY: S&P Affirms 'BB-' Rating; Gives Positive Outlook
SAGITTARIUS RESTAURANT: Moody's Changes Default Rating to Caa2/LD

SAGITTARIUS RESTAURANTS: S&P Cuts Corp. Credit Rating to 'CC'
SAINT VINCENTS: Closes for Good; Stops Accepting Patients
SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating on $500 Mil. Notes
SEAGATE TECHNOLOGY: Moody's Puts 'Ba1' Rating on $500 Mil. Notes
SEAGATE TECHNOLOGY: S&P Rating Unaffected by Subsidiary's Notes

SEARS HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
SECURUS TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'B3'
SEQUA CORP: Bank Debt Trades at 7% Off in Secondary Market
SIRIUS XM: Unit Merges with XM Satellite
SOUTH CANAAN: Pursues LLC Member for Breach of Fiduciary Duty

SPONGETECH DELIVERY: Faces Lawsuits for Unpaid Advertisements
ST JOHN: Moody's Withdraws 'B3' Corporate Family Rating
STARTECH ENVIRONMENTAL: Files for Chapter 11 in Connecticut
STARTECH ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market

SUNRISE SENIOR: Court Dismisses HCP Litigation
SYNOVUS FINANCIAL: Fitch Affirms 'BB-' Issuer Default Ratings
TBS INTERNATIONAL: Continues Discussions with Lenders
TISHMAN SPEYER: Appaloosa Loses Bid to Join in Foreclosure Suit
TORONTO-DOMINION BANK: S&P Corrects Rating on Notes to 'CCC-'

TOUSA INC: Wins Nod of Agreements with Regal Oaks
TPREF FUNDING: Fitch Downgrades Ratings on Senior Notes to 'D'
TRIUMPH GROUP: S&P Affirms Corporate Credit Rating at 'BB'
TRONOX INC: Liquidity Solutions Offers 77% for Claims
TRONOX INC: Rothschild Bills $13.1-Million for Sept.-Jan. Work

UAL CORP: Bank Debt Trades at 9% Off in Secondary Market
UNITED WESTERN: Taps James Peoples as CEO of United Western Bank
U.S. CONCRETE: Files for Chapter with Prepack Plan
US FOODSERVICE: Bank Debt Trades at 9% Off in Secondary Market
US SILICA: Moody's Assigns 'B1' Rating on $160 Mil. Senior Loan

WENDEL HOLLIDAY: Case Summary & 6 Largest Unsecured Creditors
WEST FRASER: S&P Changes Outlook to Stable; Affirms 'BB' Rating
WESTERNBANK PR: Closed; Banco Popular Assumes Deposits
WILLIAM BRINTNALL: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Future Asbestos Claimants Have Sole Representative

W.R. GRACE: Court Approves Kay Scholer as IP Counsel
W.R. GRACE: BNSF Transfers $2.95MM Claim to Marblegate
XERIUM TECHNOLOGIES: Kevin McDougall Discloses Zero Equity Stake
YANKEE CANDLE: Bank Debt Trades at 2% Off in Secondary Market

* BOND PRICING -- For Week From April 26 to 30, 2010


                            *********


24 HOUR FITNESS: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which 24 Hour Fitness is
a borrower traded in the secondary market at 97.75 cents-on-the-
dollar during the week ended Friday, April 30, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.83 percentage points
from the previous week, The Journal relates.  The Company pays 475
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 20, 2010, 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.

As reported by Troubled Company Reporter on April 1, 2010,
Standard & Poor's assigned San Ramon, Calif.-based 24 Hour Fitness
Worldwide, Inc.'s proposed $675 million senior secured credit
agreement its issue-level rating of 'B+' (one notch above S&P's
'B' corporate credit rating on the company).  S&P also assigned
this proposed debt issue a recovery rating of '2', indicating
S&P's expectation of substantial (70%-90%) recovery for lenders in
the event of a payment default.  The new credit facilities consist
of a $600 million term loan and a $75 million revolving credit
facility.

Moody's Investors Service assigned a Ba2 to the proposed
$675 million senior secured credit facility of 24 Hour Fitness
Worldwide, Inc., and affirmed the B2 Corporate Family Rating.  The
rating outlook remains negative.

The proceeds from a $600 million secured term loan B facility will
be used to refinance the existing term loan facility and pay
related fees and expenses.  A new $75 million revolving credit
facility will replace the existing $100 million revolver.  The
refinancing will eliminate significant debt maturities in 2011 and
2012 and expand headroom under financial covenants.  Interest
expense should increase because of the expected introduction of a
LIBOR floor and a higher interest margin.

24 Hour Fitness is the largest owner and operator of fitness clubs
in the United States.  Reported revenues for the year ended
Dec. 31, 2009, were approximately $1.3 billion.


AGWAY INC: Creditor Will Recover Contractual Attorneys' Fees
------------------------------------------------------------
Denying certiorari, WestLaw reports, the United States Supreme
Court has let stand a decision by the Second Circuit Court of
Appeals that an unsecured claim for postpetition attorneys fees,
authorized by a valid prepetition contract, is allowable under
Sec. 502(b) of the Bankruptcy Code and is deemed to have arisen
prepetition.  The court noted that it allowed such claims in a
case that was decided under the former Bankruptcy Act, In re
United Merchants and Mfrs., Inc., 674 F.2d 134 (2d Cir. 1982), and
it concluded that United Merchants survived statutory revisions
and the Supreme Court's decision in Travelers Cas. and Sur. Co. of
America v. Pacific Gas and Elec. Co., 549 U.S. 443, 127 S.Ct.
1199, 167 L.Ed.2d 178 (2007).  In addition, the Court of Appeals
held that Sec. 506(b) does not implicate unsecured claims for
postpetition attorneys fees and therefore interposes no bar to
recovery. A split of authority on the issue was noted.

In his petition for a writ of certiorari, the liquidating trustee
observed that courts are closely divided on the question
presented, with one line of cases holding that an unsecured claim
for postpetition attorneys fees asserted on the basis of a
prepetition contract is allowable and another line of cases
holding that such a claim is disallowed.  The petition asserted
that, by adopting such an expansive meaning of "contingent claim"
to allow postpetition attorneys fees under Sec. 502, the Second
Circuit, as well as all other courts that come to the same
conclusion, have effectively rendered numerous sections of the
Code superfluous, includeing Sec. 502(e)(2), (g), (h) and (i), and
Sec. 506(b).  Ogle v. Fidelity & Deposit Co. of Maryland, ---
S.Ct. ----, 2010 WL 531913, 78 USLW 3483 (U.S.).

Coverage of the Second Circuit's decision in Ogle v. Fidelity &
Deposit Co. of Maryland, 586 F.3d 143, 2009 WL 3645651, slip op.
http://is.gd/4YNVu(2d Cir. 2009), appeared in the Troubled
Company Reporter on Nov. 20, 2009.

Agway, Inc. -- an agricultural cooperative owned by 69,000
Northeast farmer-members -- sought chapter 11 protection (Bankr.
N.D.N.Y. Case No. 02-65872) on October 1, 2002, represented by
Menter, Rudin & Trivelpiece, P.C.  The Debtors' Second Amended
Joint Plan of Liquidation was confirmed on April 28, 2004,
and the Plan took effect on May 1, 2004.  Under the terms of
the Plan and the Confirmation Order, a Liquidating Trustee
was appointed to liquidate and distribute the Liquidating Trust
Assets and Claims.  D. Clark Ogle serves as the Trustee of the
Agway Liquidating Trust, and is represented by Jeffrey A. Dove,
Esq., at Menter, Rudin & Trivelpiece, P.C.


AIRESURF NETWORKS: Sees Delay in Filing Annual Financials
---------------------------------------------------------
AireSurf Networks Holdings Inc. said it anticipates being late in
filing its annual financial statements and management discussion
and analysis for the year ended December 31, 2009 on the
prescribed deadline of April 30, 2010.

The company has made an application with the applicable securities
regulators under National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults requesting that a management cease
trade order be imposed in respect of this late filing rather than
an issuer cease trade order, but there is no assurance that it
will be granted.  The issuance of a management cease trade order
generally does not affect the ability of persons who have not been
directors, officers or insiders of the Company to trade in their
securities.

The company has been unable to complete the required filings as a
result of delays caused by the recent change of management of the
Company.  As a result of these changes, the Company requires
additional time for the completion of its annual financial
statements, MD&A and audit.

Based on the work completed to-date, the Company anticipates that
the annual financial statements and MD&A will be filed on or prior
to May 30, 2010.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under NP 12-203 by issuing bi-
weekly default status reports in the form of news releases for so
long as it remains in default of the filing requirements to file
its financial statements and MD&A within the prescribed period of
time.  The Company confirms that there is no other material
information relating to its affairs that has not been generally
disclosed.

                     About Airesurf Netwroks

Airesurf Netwroks is a researcher, designer and manufacturer of
digital communication amplifiers.  The MegaFI(TM) System extends
the range, coverage and throughput capacity of WiFi access points
without signal degradation.


ALERIS INT'L: Files Rule 2015.3 Report for December
---------------------------------------------------
Aleris Int'l Inc. and its units delivered to the U.S. Bankruptcy
Court a report as of December 31, 2009, on the value, operations
and profitability of those entities in which the estate holds a
substantial or controlling interest, as required by Rule 2015.3 of
the Federal Rules of Bankruptcy Procedure.

According to the Debtors, the estate of Aleris International,
Inc. holds a substantial or controlling interest in these
entities:
                                               Interest
    Name of Entity                           of the Estate
    --------------                           -------------
    Dutch Aluminum C.V.                          100%
    Solar Aluminum Technologies Services          50%
    Granular Aluminum Products, Inc.             100%
    H.T. Aluminum Specialties, Inc.              100%
    INSAMET of Arizona                            70%
    Aleris Hold Lux S.a.r.1.                     100%

A full-text copy of the Rule 2015.3 Report is available for free
at http://bankrupt.com/misc/Aleris_2015.3RepotDecember09.pdf

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

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


ALERIS INT'L: European Term Lenders to Depose Oaktree, et al.
-------------------------------------------------------------
In connection with the hearing on the First Amended Joint Plan of
Reorganization of Aleris International, Inc. and its debtor
affiliates, Caspian Capital Advisors LLC and its affiliated
funds, Marblegate Asset Management and its affiliated funds,
Highland Capital Management, L.P., on behalf of its managed
accounts, Halcyon Structured Asset Management European CLO 2006-
II B.V., on behalf of itself and its affiliate funds, GSC Group,
ING Capital LLC and RiverSource Investments, LLC will take the
deposition upon oral examination of:

  (a) Sankaty Advisors, LLC
  (b) Oaktree Capital Management, L.P.
  (c) Aleris International, Inc.
  (d) Deutsche Bank AG New York Branch
  (e) Apollo Management Holdings, L.P.

The deposition will be conducted at a location to be agreed upon
by the parties and will commence on a date and at a time to be
agreed upon by the parties, but no earlier than five business
days after Sankaty certifies that it has completed its production
of documents in response to the European Term Lenders' first set
of requests for production of documents.

Among other things, the topics for deposition include:

  * the transactions pursuant to which each loan held by the
    Respondents under the Prepetition Term Facility or the DIP
    Term Credit Facility was acquired;

  * the amount or nature of any claims or equity interests held
    by the Respondents in the Debtors, including but not limited
    to, the timing and pricing of any transactions pursuant to
    which the Respondents acquired those claims or equity
    interests;

  * the roll-up loans under the Prepetition Term Facility into
    the DIP Term Credit Facility, including but not limited to
    communications between Respondents and any other party
    concerning those rights, the amount of loans to be rolled-up
    and the timing of those roll-ups and any analysis reviewed
    or undertaken by the Respondents, or by any third party;

  * the Debtor-in-Possession Intercreditor Agreement, dated as
    of March 20, 2009, among Aleris International Inc. and
    Deutsche Bank AG New York Branch, and the European DIP Term
    Loan Intercreditor Agreement, including but not limited to
    drafting, negotiating, or execution of any agreements; and

  * the Release dated as of February 5, 2010, among Aleris
    International Inc., Aleris Deutschland Holding GmbH, the
    guarantors party and the lenders.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

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


ALERIS INT'L: Weil Gotshal Bills $2.5MM for Nov.-Feb.
-----------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals in Aleris International Inc.'s Chapter 11 cases seek
allowance of their monthly fees for services rendered and the
reimbursement of monthly expenses incurred:

A. Professionals of the Debtors

Professional                Period         Fees      Expenses
------------               ---------    ----------   ---------
Ernst & Young LLP          02/01/10-
                           02/28/10      $408,511     $8,270

Alvarez & Marsal North     01/01/10-
America, LLC               02/28/10       474,360      1,117

Moelis & Company LLC       11/01/09-
                           02/28/10       800,000     16,425

Fried Frank Harris         02/01/10-
Shriver & Jacobson LLP     02/28/10       217,779      4,772

Fried Frank Harris         11/01/09-
Shriver & Jacobson LLP     02/28/10     1,189,580     19,491

Deloitte Tax Services LLP  02/01/10-
                           02/28/10        30,010        200

Weil, Gotshal & Manges LLP 11/01/09-
                           02/28/10     2,522,685     26,723

Ernst & Young LLP          11/01/09-
                           02/28/10       923,091     14,091

PricewaterhouseCoopers LLP 01/01/10-
                           02/28/10        94,276      1,286

PricewaterhouseCoopers LLP 11/01/09-
                           02/28/10       970,312     27,580

Deloitte Financial         10/23/09-
Advisory Services          01/31/10       285,000     12,473

Deloitte Tax LLP           11/01/09-
                           01/31/10        65,947          4

Richards, Layton &         11/01/09-
Finger, P.A.               02/28/10        81,406      5,865

Baker & Hostetler LLP      12/01/09-
                           02/28/10       190,187     12,290

Alvarez & Marsal North     11/01/09-
America, LLC               02/28/10       890,825      2,376

Ernst & Young LLP          03/01/10-
                           03/31/10       458,919      3,788

The Debtors certified to the Court that no objections were filed
as to these professionals' fee applications:

Professional                                       Period
------------                                  -----------------
Fried Frank Harris Shriver & Jacobson LLP     01/01/10-01/31/10
Moelis & Company LLC                          01/01/10-02/28/10
Richards, Layton & Finger, P.A.               02/01/10-02/28/10
Weil, Gotshal & Manges LLP                    02/01/10-02/28/10
Ernst & Young LLP                             02/01/10-02/28/10

B. Professional of the Official Committee of Unsecured Creditors

Professional                Period         Fees      Expenses
------------               ---------    ----------   ---------
Mesirow Financial          11/01/09-
Consulting, LLC            11/30/09      $168,756     $4,254

Mesirow Financial          12/01/09-
Consulting, LLC            12/31/09       175,550        129

Mesirow Financial          01/01/10-
Consulting, LLC            01/31/10       210,176      1,555

Mesirow Financial          02/01/10-
Consulting, LLC            02/28/10       177,400      3,961

Mesirow Financial          11/01/09-
Consulting, LLC            02/28/10       731,882      9,900

Reed Smith LLP             11/01/09-
                           02/28/10       187,805     10,472

Landis Rath & Cobb LLP     11/01/09-
                           01/31/10         1,953        852

In a separate filing, the Committee certified to the Court that
no objections were filed as to Reed Smith LLP's monthly
application for the period from February 1 to February 28, 2010.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

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


ALLIS-CHALMERS ENERGY: Annual Stockholders' Meeting on June 17
--------------------------------------------------------------
The Annual Meeting of Stockholders of Allis-Chalmers Energy Inc.,
will be held on June 17, 2010, at 9:00 a.m. local time at the
Company's offices located in the Galleria Financial Center, 5075
Westheimer Road, Suite 890, in Houston, Texas.

Items of business are:

     (1) To elect nine directors to serve a one-year term.

     (2) To ratify the appointment of UHY LLP as the Company's
         independent registered public accounting firm for the
         fiscal year ending December 31, 2010.

     (3) To transact such other business as may properly come
         before the meeting, or any adjournment thereof.

Holders of the Company's common stock or 7% convertible perpetual
preferred stock as of the close of business on April 20, 2010, are
entitled to vote.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?610b

Allis-Chalmers reported a net loss attributed to common
stockholders of $22,492,000 for the year ended December 31, 2009,
from a net loss attributed to common stockholders of $39,464,000
for 2008 and net income attributed to common stockholders of
$50,440,000 for 2007.  Revenues were $506,253,000 for 2009, from
$675,948,000 for 2008 and $570,967,000.

As of December 31, 2009, the Company had total assets of
$1,080,620,000 against total liabilities of $596,973,000,
resulting in stockholders' equity of $483,647,000.

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                         *     *     *

Allis-Chalmers carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's.  It has 'B3' corporate family and
probability of default ratings, with stable outlook, from Moody's.
Its senior unsecured debt has 'Caa1' senior unsecured debt rating
from Moody's.


ALMATIS BV: Files for Chapter 11 Bankruptcy in Manhattan
--------------------------------------------------------
Almatis BV and 12 units on April 30 filed for Chapter 11 in
Manhattan, New York (Bankr. S.D.N.Y. Lead Case No: 10-12308).

In conjunction with the filings, Almatis also filed its
prepackaged Plan of Reorganization, the terms of which have
already been approved in a Plan Support Agreement signed by over
two-thirds of the holders of the Group's senior first lien debt.

The Chapter 11 filings were made by, among others, Almatis, Inc.,
Almatis BV and Almatis GmbH, and include the Group's operations in
the U.S., Germany and The Netherlands.  Chapter 11 allows Almatis
Group to continue normal operations, led by the current management
team, while restructuring its financial indebtedness.  The
financial debt of the Almatis Group will be settled as part of the
Plan; in addition, the Company is requesting court authority to
pay prepetition claims of its trade vendors, employees and various
other non-financial creditors, and will be able to pay all
creditors in the normal course for goods and services provided
after the filing.

Creditors entitled to vote have been voting on the Plan since
April 23 and have until May 7 to submit votes.  To date, 100% of
the votes that have been received, including 63% of the Group's
senior lenders, are votes to accept the Plan and, pursuant to the
Plan Support Agreement signed by almost 75% of the Group's senior
lenders, the Group expects quickly to receive more than enough
votes to allow approval of the Plan by the Bankruptcy Court.  The
Plan is expected to be presented for confirmation to the
Bankruptcy Court within the next 45 days.

Following the rapid deterioration of the trading environment in
early 2009, the management of Almatis engaged in discussions with
its lenders and shareholders about a financial restructuring of
its balance sheet.  As a result of those discussions, Almatis and
lenders holding approximately 75% of the senior debt (including an
Oaktree-managed fund, which itself holds 46% percent of the senior
debt, as well as the members of the coordination committee of the
senior lenders) executed the Plan Support Agreement committing to
support the financial restructuring now proposed in the Plan.

The Plan would enable Almatis to regain financial flexibility,
support future growth and protect the Company from future
volatility in its marketplace.  The Company anticipates that the
broad support for the Plan among senior lenders will help to
ensure that the Chapter 11 process is as short as possible.

The Company is seeking approval from the Court for a series of
First Day Motions to ensure that it can continue to operate in the
ordinary course during the Chapter 11 process.  The Company
currently has approximately $85 million of available cash to meet
operating expenses and anticipates approval, if necessary, of
additional funding in the form of debtor in possession financing.

Following confirmation of the Plan, it is anticipated that the
Oaktree-managed fund will own a majority of the equity in the
restructured Almatis Group.  Oaktree has made clear that its
managed fund is fully committed to investing in the business to
facilitate future growth.

"Implementing the proposed debt restructuring plan through the
Chapter 11 filing provides Almatis with an orderly  process that
allows us to address the necessary balance sheet restructuring
while continuing to operate our business in the best interests of
all stakeholders, including employees, customers, lenders and
other business partners," said Remco de Jong, CEO of Almatis.

"This process has been made possible now that our largest lender,
an Oaktree-managed fund, has expressed its full support for the
proposal and reaffirmed its commitment to the prospects and
opportunities for the business going forward.  We are well
prepared and will do everything in our power to complete this
process as quickly as possible.  Our business is fundamentally
sound and I am convinced that once we have fixed our balance
sheet, we will emerge from this process as a stronger Company."

                           *     *     *

netDockets reports that bankruptcy filing was made late Thursday
night/early Friday, approximately one day after private equity
firm Dubai International Capital urged lenders and management not
to rush to file for bankruptcy and consider an out-of-court
refinancing.  netDockets, citing Bloomberg/BusinessWeek, relates
that in its April 28 letter, DIC reported that "JPMorgan Chase &
Co. and Bank of America Merrill Lynch [were] preparing final term
sheets and underwritten commitments for $350 million of senior
secured notes and a $50 million revolving credit."

According to netDockets, the voluntary chapter 11 petition for
Almatis attaches minutes of an April 29, 2010 board meeting.
Those minutes, netDockets relates, state that the company's board
"considered and discussed" the "high yield refinancing" proposed
by DIC, but rejected the proposal because the board decided that
it "did not amount to a sufficiently credible and viable
alternative restructuring option."  Almatis' board instead
reaffirmed its support for the transactions contemplated by the
Plan Support Agreement that Almatis entered into on April 14 with
its first lien senior lenders, led by Oaktree Capital Management,
LLC.

According to netDockets, pursuant to the plan, the companies' bank
debt would be reduced to $415 million (they reported current
secured debt in excess of $1 billion) and all general unsecured
claims would be paid in full.  The PSA also includes a Key
Employee Incentive Plan and a Key Senior Employee Incentive Plan.

Almatis is represented by lawyers at Gibson, Dunn & Crutcher LLP
as U.S. restructuring counsel; Linklaters LLP as special English
and German counsel; Moelis & Company as investment banker and
financial advisor; and Close Brothers Corporate Finance Limited as
investment banker and financial advisor.

The Lawyer.com reported earlier this month that ?Kirkland & Ellis
will represent Oaktree Capital Management in its proposed
$1 billion -- GBP650 million -- restructuring of Almatis when it
files for Chapter 11.

                           About Oaktree

Oaktree (GSTrUE: OAKTRZ) is a global alternative and non-
traditional investment manager with more than $76 billion in
assets under management as of March 31, 2010.  The firm emphasizes
an opportunistic, value-oriented and risk-controlled approach to
investments in specialized private equity (including power
infrastructure), distressed debt, high yield and convertible
bonds, real estate, emerging market and Japanese securities, and
mezzanine finance.  Oaktree was founded in 1995 by a group of
principals who have worked together since the mid-1980s.
Headquartered in Los Angeles, the firm has approximately 600
employees and offices in 14 cities worldwide.  The team
responsible for this investment at Oaktree is based in the firm's
London office.

                           About Almatis

Based in Frankfurt, Germany, Almatis is a global leader in the
development, manufacture and supply of premium specialty alumina
products.  With nearly 900 employees worldwide, the Company's
products are used in a wide variety of industries, including steel
production, cement production, non-ferrous metal production,
plastics, paper, ceramics, carpet manufacturing and electronic
industries.  Almatis operates nine production facilities
worldwide, including production facilities located in China,
Germany, India, Japan, the Netherlands, and the United States, and
serves customers around the world.  Until 2004, the business was
known as the chemical business of Alcoa.


AMBAC FINANCIAL: Adopts Severance Pay Plan for Executives
---------------------------------------------------------
On April 15, 2010, Ambac Financial Group, Inc., and its
subsidiaries adopted a severance pay plan in which the Company's
executive officers who are not parties to an employment agreement
will be eligible to participate.

Subject to the terms and conditions of the Plan, eligible
executive officers will become entitled to receive severance if
their employment is terminated without just cause.  Severance for
eligible executive officers would include a lump sum payment equal
to fifty-two weeks of base pay and reimbursement for COBRA
premiums -- equal to the employer-paid portion of the employee
premiums -- for twelve months.  The Plan provides that severance
will not be paid unless a participant releases his or her employer
of all claims.  It also provides that a participant may be
required to agree to post-termination confidentiality, non-
solicitation and non-competition restrictions.

Only executive officers who are designated as eligible will be
eligible to participate in the Plan.  These executive officers
agreed to cancel their Management Retention Agreements, subject to
being designated as eligible to participate in the Plan: Kevin
Doyle, David Trick and David Wallis.

On April 15, 2010, Kevin Doyle, David Trick and David Wallis were
designated as eligible to participate in the Plan.

                        About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

The Company's balance sheet as of December 31, 2009, showed
$18.886 billion in assets and $20.520 billion in debts, resulting
in a stockholders' deficit of $1.634 billion.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the significant deterioration of the
guaranteed portfolio coupled with the inability to write new
financial guarantees has adversely impacted the business, results
of operations and financial condition of the Company's operating
subsidiary.  KPMG also noted that of the Company's limited
liquidity.


AMERICAN PETROLEUM: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to New York-based American Petroleum Tankers LLC.
At the same time, S&P assigned a 'B+' rating to the company's
proposed $275 million first-lien notes, two notches above the
corporate credit rating, as well as a '1' recovery rating,
indicating expectations of a very high (90% to 100%) recovery in a
payment default scenario.

"The ratings on APT, a wholly owned subsidiary of American
Petroleum Tankers Parent LLC, reflect its highly leveraged
financial profile and participation in the highly competitive and
capital-intensive shipping industry," said Standard & Poor's
credit analyst Funmi Afonja.  "The ratings also reflect the
relatively small size of the company in an industry where size
matters and exposure to cyclical demand swings in certain end
markets," she continued.  APT's relatively stable revenues under
fixed-rate, long-term contracts and competitive barriers to entry
under the Jones Act somewhat offset these weaknesses.

The stable outlook reflects S&P's expectation that the company
will maintain its time-charter coverage and continue to generate
relatively stable revenues and earnings, resulting in an improved
financial profile.  If the company lost a customer or suffered a
delay in vessel delivery, resulting in a material loss of earnings
or constrained liquidity, such that the unrestricted cash balance
fell below $5 million, S&P could lower its ratings.  S&P is
unlikely to raise the ratings in the near term.


AMKOR TECHNOLOGY: Moody's Assigns 'Ba3' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Amkor
Technology, Inc.'s proposed offering of $300 million senior notes
due 2018.  The rating outlook is stable.  New issue proceeds plus
balance sheet cash will be used to retire the 7.125% senior notes
due 2011 ($53.5 million outstanding) and 7.75% senior notes due
2013 ($358.3 million) via the notes' call option.  Moody's will
withdraw ratings on the 2011 and 2013 notes upon their full
retirement.

Moody's views constructively the proposed refinancing, extension
and reduction of near-to-intermediate term debt maturities.
Following this transaction, the only remaining 2011 and 2013
maturities will be $42.6 million of 2.5% convertible senior
subordinated notes and $100 million of 6.25% convertible
subordinated notes.

The Ba3 corporate family and senior notes rating reflects the
company's improved business profile as a result of its broader
portfolio of packaging solutions and richer mix of
products/services coupled with a lower debt burden and Moody's
expectations of sustained free cash flow generation.  Despite the
capital intensity of the packaging, assembly and test markets and
risk associated with dependence on the volatile semiconductor
industry, the rating recognizes that Amkor is better positioned to
capitalize on improving near-to-intermediate term customer demand,
as well as endure the long-term cyclical nature of the OSAT
business.  It also considers that the long-term secular
outsourcing trend among semiconductor manufacturers, demand for
Amkor's advanced packaging solutions and the company's focus on
managing its cost structure and capital intensity to compensate
for periods of limited revenue visibility, will likely expand
EBITDA and cash flows as industry growth remains robust over the
next several quarters.

Though constrained by high customer concentration, the Ba3 rating
acknowledges Amkor's good internal execution of its business
strategy and disciplined focus on pricing, operating and financial
performance during the downturn.  The Ba3 rating also anticipates
financial leverage will be sustained under 3.0x total debt to
EBITDA (Moody's adjusted).  With FCF generation expected to expand
from the 2009 trough, approximately $300 million in cash (pro
forma for this transaction as of March 31, 2010), access to
$100 million of external financing and no significant debt
maturities until 2014 (following redemption of the 2011 and 2013
notes) when $250 million of convertible senior subordinated notes
mature, Moody's believe Amkor maintains very good liquidity to
address its funding needs over the near-to-intermediate term,
which is reflected in its SGL-1 liquidity rating.

The stable outlook recognizes Moody's expectation that Amkor will
maintain its number two OSAT market position by focusing on
profitable growth areas where it has technological leadership,
maintaining steady relationships with its Tier-1 customer base,
aligning its R&D/product roadmap with client needs and closely
managing its cost structure and capital intensity in concert with
customer end market demand.

This new rating/assessment was assigned:

* $300 Million Senior Notes due 2018 -- Ba3 (LGD-3, 42%)

These LGD assessments were changed:

* $390 Million Senior Notes due June 2016 -- Ba3, LGD assessment
  revised to (LGD-3, 42%) from (LGD-3, 44%)

* $ 42.6 Million 2.5% Convertible Senior Subordinated Notes due
  May 2011 -- B2, LGD assessment revised to (LGD-5, 85%) from
  (LGD-5, 86%)

These ratings will be withdrawn upon their redemption:

* $ 53.5 Million Senior Notes due March 2011 -- Ba3 (LGD-3, 44%)
* $358.3 Million Senior Notes due May 2013 -- Ba3 (LGD-3, 44%)

The last rating action was on March 22, 2010, when Moody's
upgraded Amkor's CFR to Ba3 with a stable outlook.

Amkor Technology, Inc., based in Chandler, Arizona, is one of the
largest providers of contract semiconductor assembly and test
services for integrated semiconductor device manufacturers (IDM)
as well as fabless semiconductor operators.  Revenues for the
twelve months ended March 31, 2010, were $2.4 billion.


AMKOR TECHNOLOGY: S&P Assigns 'B+' Rating on $300 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to Amkor Technology Inc.'s $300 million new senior
unsecured notes due 2018.  The recovery rating is '4', indicating
the expectation for average (30%-50%) recovery in the event of a
payment default.  The 'B+' corporate credit rating and positive
outlook on the company remain unchanged as the company will use
proceeds of the new notes, along with cash on hand, to redeem
outstanding principal on existing senior debt maturing in 2011 and
2013, pursuant to a call for redemption.

                           Ratings List

                      Amkor Technology Inc.

         Corporate Credit Rating           B+/Positive/--

                            New Rating

               $300 mil Senior Unsecured Notes
               due 2018                          B+
                Recovery Rating                  4


ANGIOTECH PHARMACEUTICALS: Bryant Discloses Ownership of Options
----------------------------------------------------------------
Steven R. Bryant, SVP-Specialty Medical Device of Angiotech
Pharmaceuticals, Inc., disclosed in a Form 3/A filing with the
Securities and Exchange Commission that he may be deemed to
beneficially own:

   Title of
   Derivative    Date         Expiration   Title of      Number
   Security      Exercisable  Date         Security      of Shares
   ----------    -----------  ----------   --------      ---------
   Options-AMI   03/09/2008   03/08/2016   Common Stock   19,261
   Options-AMI   03/09/2009   03/08/2016   Common Stock   19,261

Vancouver, Canada-based Angiotech Pharmaceuticals, Inc. (NASDAQ:
ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a global
specialty pharmaceutical and medical device company.  Angiotech
discovers, develops and markets innovative treatment solutions for
diseases or complications associated with medical device implants,
surgical interventions and acute injury.

Angiotech Pharmaceuticals carries 'CCC' corporate credit ratings
from Standard & Poor's.

At December 31, 2009, the Company had total assets of $370,059,000
against total current liabilities of $63,186,000 and total non-
current liabilities of $620,160,000, resulting in shareholders'
deficit of $313,287,000.  The Company posted net losses for the
past three years, reporting a net loss of $22,868,000 for 2009, a
net loss of $741,176,000 for 2008 and a net loss of $65,940,000
for 2007.


ARAMARK CORP: Bank Debt Trades at 2% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 97.60 cents-on-the-
dollar during the week ended Friday, April 30, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.76 percentage points
from the previous week, The Journal relates.  The Company pays 188
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Jan. 26, 2014, 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.

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.


ASSOCIATED MATERIALS: Amends Employment Pact with Thomas Chieffe
----------------------------------------------------------------
On April 15, 2010, Associated Materials, LLC, amended its
employment agreement with Thomas Chieffe, president and chief
executive officer.  The material terms of Mr. Chieffe's employment
agreement are:

   * With respect to Mr. Chieffe's amended employment agreement,
     the initial term of the employment agreement is two years
     beginning on April 1, 2010, and will be automatically
     extended for one year thereafter unless the Company gives Mr.
     Chieffe notice not to extend the employment agreement.

   * The employment agreement provides for a base salary effective
     April 1, 2010, of $600,000 per year and allows Mr. Chieffe to
     be eligible to earn an annual incentive bonus calculated as a
     specified percentage of his base salary contingent upon the
     achievement of defined EBITDA hurdles with respect to each
     calendar year.  Mr. Chieffe's base salary shall increase to
     $625,000 effective April 1, 2011, and further increase to
     $650,000 effective April 1, 2012.  The employment agreement
     extends the annual special retention incentive bonus, which
     is payable in four equal installments of $500,000 annually on
     October 1, 2010, through October 1, 2013.  The payment of the
     special retention incentive bonus shall cease if Mr.
     Chieffe's employment has been terminated by the Company for
     cause or in the event Mr. Chieffe voluntarily resigns.

   * The employment agreement provides Mr. Chieffe the right to
     participate in stock option plans established by AMH Holdings
     II, Inc., the Company's indirect parent company.

   * The employment agreement provides that if Mr. Chieffe's
     employment is involuntarily terminated by the Company without
     cause, he will be entitled to the following severance
     compensation: (1) severance equal to his base salary
     immediately prior to the date of termination of his
     employment for 24 months, (2) continued medical and dental
     benefits consistent with the terms in effect for active
     employees of the Company for 24 months, subject to reduction
     to the extent comparable benefits are actually received by
     Mr. Chieffe from another employer during this period, and
     (3) a pro rata portion of any annual incentive bonus payable
     for the year of termination.  The employment agreement also
     provides that if Mr. Chieffe's employment is involuntarily
     terminated by the Company without cause or if Mr. Chieffe
     elects to resign upon the occurrence of certain specified
     events, in each case, within two years following a change in
     control, Mr. Chieffe will be entitled to the following
     severance compensation and benefits: (1) two times Mr.
     Chieffe's base salary, (2) two times Mr. Chieffe's annual
     incentive pay (equal to the highest amount of incentive pay
     earned in any year during the preceding three years), (3) if
     the termination occurs after June 30 in any year, a prorated
     portion of his annual incentive pay for that calendar year,
     (4) for a period of 24 months, medical and dental insurance
     benefits consistent with the terms in effect for active
     employees of the Company during this period, subject to
     reduction to the extent comparable benefits are actually
     received by Mr. Chieffe from another employer during this
     period, and (5) the cost of employee outplacement services
     equal to $30,000.  The employment agreement includes non-
     competition, non-solicitation, confidentiality and other
     restrictive covenants.

A full-text copy of the Amended Employment Agreement is available
for free at http://ResearchArchives.com/t/s?60e5

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

The Troubled Company Reporter reported on April 21, 2010, that
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and issue-level ratings on Associated Materials LLC and its
parent company, AMH Holdings LLC, on CreditWatch with positive
implications.


AVAYA INC: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 91.46 cents-on-the-
dollar during the week ended Friday, April 30, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.60 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 Oct. 26, 2014, 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.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Dec. 23, 2009, that
Moody's downgraded Avaya's corporate family rating to B3 from B2.
The downgrade was driven by challenges presented by the
acquisition of Nortel's enterprise assets as well as the large
amount of additional debt incurred to finance the acquisition
(approximately $1 billion).


BAKS USA: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BAKS USA, Inc.
        15904 Lakewood Blvd
        Bellflower, CA 90706

Bankruptcy Case No.: 10-26547

Chapter 11 Petition Date: April 28, 2010

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

Debtor's Counsel: Miyun Lim, Esq.
                  3701 Wishire Blvd, Suite 1025
                  Los Angeles, CA 90010
                  Tel: (231) 389-3557
                  Fax: (323) 927-3623
                  E-mail: teribklaw@gmail.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 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26547.pdf

The petition was signed by Philip Y. Bak, chief financial officer.


BC NATIONAL BANKS: Closed; Community First Bank Assumes Deposits
----------------------------------------------------------------
BC National Banks of Butler, Mo., was closed on April 30, 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 Community First Bank of Butler, Mo., to assume all
of the deposits of BC National Banks.

The four branches of BC National Banks reopened on Saturday,
May 1, as branches of Community First Bank.  Depositors of BC
National Banks will automatically become depositors of Community
First 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 former BC National Banks
branch until they receive notice from Community First Bank that it
has completed systems changes to allow other Community First Bank
branches to process their accounts as well.

As of Dec. 31, 2009, BC National Banks had around $67.2 million in
total assets and $54.9 million in total deposits.  Community First
Bank did not pay the FDIC a premium to assume all of the deposits
of BC National Banks. In addition to assuming all of the deposits,
Community First Bank agreed to purchase essentially all of the
failed bank's assets.

The FDIC and Community First Bank entered into a loss-share
transaction on $37.9 million of BC National Banks' assets.
Community First 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-894-2013.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $11.4 million.  Community First Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  BC National Banks is the 63rd FDIC-
insured institution to fail in the nation this year, and the third
in Missouri.  The last FDIC-insured institution closed in the
state was Champion Bank, Creve Coeur, earlier on April 30, 2010.


BETTER BEDDING: Sells Assets to Sleepy's for $965,000
-----------------------------------------------------
Larry Thomas at Furniture Today reports that a bankruptcy judge
approved the sale of assets of Better Bedding to Sleepy's for
$965,000.  No other qualified offers for the Company's assets were
submitted.

Better Bedding Shops, Inc., sought Chapter 11 protection (Bankr.
D. Conn. Case No. 09-20481) on March 2, 2009.  Contemporaneous
with the chapter 11 filing, the Debtor closed 11 of its 21 retail
stories.  At the time of the filing, the Debtor estimated its
assets and debts at less than $10 million.


BLACK CROW: Gets More Time to File Plan of Reorganization
---------------------------------------------------------
According to Radio Ink, a federal judge extended Black Crow Media
Group LLC's exclusive period to file a plan of reorganization.
The judge ruled that the Company's operations are stable and
lender GE Capital's interests are adequately protected.

                      About Black Crow Media

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BRIER CREEK: Asks for Court OK to Use Cash Collateral
-----------------------------------------------------
Brier Creek FC, LLC, has sought permission from the U.S.
Bankruptcy Court for the Southern District of Indiana to use cash
collateral.

The Debtor is owes First Horizon Home Loans roughly $24.8 million
on account of a prepetition loan utilized to acquire and develop
the Debtor's 274-unit apartment complex, The Exchange at Brier
Creek Apartments.  The Apartments are currently leased at an
occupancy level of approximately 93%, and the monthly rent for the
individual apartments range from $815 to $1,650, and rents are
typically due from the tenants in advance on a monthly basis on or
before the first day of each month.

To secure the loan, the Debtor granted First Horizon a security
interest in the Apartments, and in, among other things, rents and
accounts receivable generated by operation of the Apartments.

In December 2009, the loan matured.  The parties negotiated terms
for an extension of the loan through April 30, 2010, but the
agreement was not executed by all parties.  The Debtor has
complied with the proposed payment terms on the extension which
required interest payments of $74,250/month, together with an
additional payment of $25,000/month to curtail accrued interest
and fees on the loan.  The Debtor has been actively seeking
refinancing of the loan, and continues in those efforts.

First Horizon is the only party known to the Debtor who claims or
holds liens against the Debtor's cash collateral.

Wendy D. Brewer, Esq., at Barnes & Thornburg, LLP, the attorney
for the Debtor, explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the collateral pursuant to a budget, a copy of which is
available for free at:

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

As adequate protection for the use of Cash Collateral, the Debtor
proposes to provide replacement liens to First Horizon, having the
same validity and priority as liens held by First Horizon
prepetition, to maintain insurance coverage as required by the
loan documents between First Horizon and the Debtor, to escrow
sufficient funds for real property tax liability accruing
postpetition, and to make monthly payments to First Horizon equal
to the non-default contract rate of interest (currently
$36,100/month).

                         About Brier Creek

Indianapolis, Indiana-based Brier Creek FC, LLC, dba The Exchange
at Brier Creek, filed for Chapter 11 bankruptcy protection on
April 20, 2010 (Bankr. S.D. Ind. Case No. 10-05645).  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BRIER CREEK: Taps Barnes & Thornburg as Bankruptcy Counsel
----------------------------------------------------------
Brier Creek FC, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the Southern District of Indiana to employ
Barnes & Thornburg LLP as bankruptcy counsel.

The firm will, among other things:

     (a) attend meetings and negotiating with representatives of
         creditors and other parties-in-interest and advising and
         consulting on the conduct of the case, including all of
         the legal and administrative requirements of operating in
         Chapter 11;

     (b) advise and represent the Debtor in connection with
         obtaining authority to utilize cash collateral and/or
         obtain postpetition financing;

     (c) advise the Debtor on matters relating to the evaluation
         of the assumption, rejection or assignment of unexpired
         leases and executory contracts; and

     (d) provide advice to the Debtor with respect to legal issues
         arising and/or relating to the Debtor's ordinary course
         of business, including attendance at certain senior
         management meetings, meetings with the Debtor's financial
         and turnaround advisors, and meetings of the board of
         directors, and advice on worker's compensation, employee
         benefits, labor, tax, environmental, banking, insurance,
         securities, corporate, finance, business operation,
         contracts, leases and other ongoing matters.

Barnes & Thornburg will be paid based on the hourly rates of its
personnel:

         Attorneys                $205 to $510
         Paraprofessionals        $135 to $225

Wendy D. Brewer, a partner at Barnes & Thornburg, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Indianapolis, Indiana-based Brier Creek FC, LLC, dba The Exchange
at Brier Creek, filed for Chapter 11 bankruptcy protection on
April 20, 2010 (Bankr. S.D. Ind. Case No. 10-05645).  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BUTTERMILK TOWNE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Buttermilk Towne Center LLC
        9549 Montgomery Road
        Cincinnati, OH 45242

Bankruptcy Case No.: 10-21162

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Covington)

Debtor's Counsel: Paige Leigh Ellerman, Esq.
                  425 Walnut St.
                  Suite 1800
                  Cincinnati, OH 45202
                  Tel: (513) 381-2838
                  E-mail: ellerman@taftlaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Timothy S. Baird, manager.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
LA Fitness                Trade Debt             $3,921,092
International, LLC
2600 Michelson Drive
Suite 300
Irvine, CA 92612

Kenton County             Payment in             $137,000
Board of Ed               lieu of taxes

Paul Michels &            Trade Debt             $98,530
Sons, Inc.

Brandt Retail Group       Trade Debt             $67,500

Morris Furniture Co.      Security Deposit       $41,195
of Cincinnati, Inc.
(Ashley Furniture)

Craftsman                 Trade Debt             $38,555
Electric, Inc.

City of Crescent          Payment in             $22,222
Springs                   lieu of taxes

Civil & Enviro            Trade Debt             $11,485
Consultants, Inc.

Keating Muething          Legal Services         $8,961
and Klekamp PLL

T.R. Gear Landscaping,    Trade Debt             $8,609
Inc.

Livengood                 Trade Debt             $4,537

Cininnati Tan             Security Deposit       $3,682
Company, Inc.

Divisions, Inc.           Trade Debt             $3,680

NKY Haircuts, LLC         Security Deposit       $2,750

Strauss & Troy            Legal Services         $2,744

Elegant Nail Spa, LLC     Security Deposit       $2,625

K4 Architectural LLC      Trade Debt             $2,500

Tower Wireless, Ltd.      Security Deposit       $2,479

Brandstetter Carroll      Trade Debt             $840
Inc.

Ellis Realty              Trade Debt             $600
Investments LLC


CANWEST GLOBAL: Torstar May Lose Fairfax Backing for Bid
--------------------------------------------------------
Grant Robertson, Tara Perkins and Andrew Willis at The Globe and
Mail in Canada reported Friday that Torstar Corp., the parent
company of the Toronto Star, is on the brink of losing its key
financial backer -- Fairfax Financial -- for its bid to acquire a
chain of 46 newspapers owned by CanWest Global Communications
Corp.  Globe and Mail, according to sources close to the matter,
said Fairfax has told bankers it has decided against bankrolling
the purchase.

Bids were due Friday.

Globe and Mail said the Torstar bid would see the sellers paid
entirely in cash, which makes it attractive to the creditors
selling off the papers, since they would get their money up front.

According to Globe and Mail, Fairfax wants to finance the offer
with a mixture of equity and bank financing, which has become a
sticking point.  The report notes banks that have been approached
by Fairfax are cautious about lending money to buy newspaper
assets that have struggled, and are unable to see eye-to-eye with
Fairfax on the terms of the financing.

According to Globe and Mail, Fairfax owns nearly 19% of Torstar's
non-voting shares, but has lost C$175 million on that investment
as media stocks fell last year.  Fairfax also bet on CanWest
shares in recent years, acquiring a 22% stake before CanWest filed
for creditor protection in the fall.

According to Globe and Mail, Fairfax in both cases believed the
media companies' shares were undervalued and poised for a rebound.

                      About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CAPMARK FINANCIAL: Proposes D&P as Dispute Advisor
--------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Duff & Phelps, LLC as their dispute consulting
and forensic advisory services provider, nunc pro tunc to March
11, 2010.

The Debtors relate that they have selected Duff & Phelps because
its professionals are specifically dedicated and experienced in
providing bankruptcy-related services, particularly with respect
to valuations in connection with fraudulent conveyance and
preference actions, retrospective solvency opinions, capital
structure assessment, asset and business enterprise valuation and
the evaluation of complex financial instruments.

Pursuant to an engagement letter, Duff & Phelps will:

  (a) prepare solvency analyses for the Debtors on a
      consolidated and unconsolidated basis for certain
      valuation dates in 2006, 2007, and 2009;

  (b) prepare valuation analyses of certain loans and underlying
      collateral from the loan portfolio pledged by certain
      Capmark entities to certain lenders in connection with a
      secured loan transaction in May 2009;

  (c) prepare reports presenting an analysis of the services
      undertaken, conclusions and findings, and relevant
      opinions concerning those conclusions and findings;

  (d) participate in meetings and discussions, as needed, to
      prepare and review its work product;

  (e) investigate, collect, and analyze information including,
      but not limited to, accounting records and other financial
      information;

  (f) perform various financial and accounting analyses, and
      deliver reports, as needed and requested; and

  (g) provide other services, as requested, including, but not
      limited to, testifying as an expert witness in court
      testimony and depositions, and participating in creditor
      presentations relating to the work performed by Duff &
      Phelps.

The Debtors will pay Duff & Phelps pursuant to the firm's current
hourly rates:

   Level                  Hourly Rate
   -----                  -----------
   Senior Advisor            $950
   Managing Director         $860
   Director                  $775
   Vice President            $615
   Senior Associate          $465
   Analyst                   $325
   Research Analyst          $130

The Debtors will also reimburse Duff & Phelps for the firm's
expenses in connection with its consulting and forensic advisory
services.

Allen Pfeiffer, managing director of Duff & Phelps, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).


CAPMARK FINANCIAL: Submits Rule 2015.3 Reports
----------------------------------------------
Capmark Financial Group Inc. and its units delivered to the Court,
on April 14, 2010, an initial report as of December 31, 2008, and
September 30, 2009 on the value, operations and profitability of
those entities in which the estate holds a substantial or
controlling interest, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

Exhibits to the Report contain a valuation estimate for each
entity, balance sheet, statement of income, statement of cash
flows, and statement of changes in shareholders' or partners'
equity for the period covered by the Report.

A full-text copy of the Rule 2015.3 Report is available for free
at http://bankrupt.com/misc/Capmark_2015_2008.pdf

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CEDAR FUNDING: Trial on Fraud Charges vs. Nilsen in October
-----------------------------------------------------------
Larry Parsons at Monterey County Herald reports that a district
judge ordered real estate mortgage lender David Nilsen to stand
trial in October on fraud and conspiracy charges.  Judge James
Ware set the trial to begin Oct. 20 for Nilsen, who was indicted
in September 2009 on charges connected to his company Cedar
Funding.

                       About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr.
N.D. Calif. Case No. 08-52709).  Judge Marilyn Morgan presides
over the case. Cecily A. Dumas, Esq., at Friedman, Dumas and
Springwater, in San Francisco, represents the Debtor, and R. Todd
Neilson serves as the Chapter 11 Trustee.  Cedar Funding, Inc.,
accepted many millions of dollars from hundreds of individuals who
believed they were acquiring fractional interests in loans that
were secured by real property.  Many more invested with CFI
through a related entity, Cedar Funding Mortgage Fund LLP, that
acquired fractional interests in the name of the Fund.  CFI failed
to record assignments of its deeds of trust that would have
provided security interests to most of its investors, including
the Fund.  The Debtor estimated assets of less than $50,000 and
debts of $100 million to $500 million in its Chapter 11 petition.


CELANESE US: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Celanese US
Holdings LLC is a borrower traded in the secondary market at 97.83
cents-on-the-dollar during the week ended Friday, April 30, 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 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 2, 2014, 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.

On Dec. 29, 2009, the Troubled Company Reporter stated that
Moody's affirmed the long-term debt ratings (Corporate Family
Rating of Ba2) of Crystal US Holdings 3 LLC and Celanese US
Holdings LLC, subsidiaries of Celanese Corporation.  The outlook
for both entities was changed to stable from positive due to the
expected slow recovery in credit metrics and the additional time
required to attain the metrics that would support a higher rating.

Celanese Corporation -- http://www.celanese.com/-- is an
integrated producer of chemicals and advanced materials.  It is a
producer of acetyl products, which are intermediate chemicals for
many industries, as well as a global producer of high performance
engineered polymers that are used in a variety of end-use
applications.  Celanese operates principally through four business
segments: Advanced Engineered Materials, Consumer Specialties,
Industrial Specialties and Acetyl Intermediates.  Advanced
Engineered Materials segment develops, produces and supplies a
portfolio of high performance technical polymers.  Consumer
Specialties segment consists of its Acetate Products and Nutrinova
businesses.  Its Industrial Specialties segment includes its
emulsions and AT Plastics businesses.  Acetyl Intermediates
segment produces and supplies acetyl products.  Celanese US
Holdings LLC, formerly BCP Crystal US Holdings Corp., is a
subsidiary of Celanese Corp.


CELOTEX CORP: Schools' Suit Against Asbestos Trust Dismissed
------------------------------------------------------------
WestLaw reports that a university could not, as the representative
of a nationwide class action brought by universities against
asbestos manufacturers and others, assert any rights related to
disputed property damage claims in an adversary proceeding against
an asbestos settlement trust created under a confirmed Chapter 11
plan and its trustees.  The university thus lacked standing to
pursue an action for breach of fiduciary duty against the trust
and trustees.  The conditional certification of the class for
discovery purposes in the nationwide class action did not extend
to pursuing claims in the adversary proceeding, and the university
purporting to be "representative" did not file the property damage
class claim on the behalf of the nationwide class action in the
bankruptcy proceedings.  Moreover, the university did not show
that it held a property damage claim, in its individual capacity,
against the debtors.  In re The Celotex Corp., --- B.R. ----, 2010
WL 1553423 (Bankr. M.D. Fla.) (Glenn, C.J.).

Thirty-seven colleges and universities filed an adversary
proceeding (Bankr. M.D. Fla. Adv. Pro. No. 09-00558) against The
Celotex Asbestos Settlement Trust created under The Celotex
Corp.'s confirmed Chapter 11 plan, alleging that the truste and
its trustees breached their fiduciary duties in connection with
certain property damage claims.  One university subsequently filed
amended complaint as a "representative" for "class members"
described in the amended complaint.  The Trust moved to dismiss
the amended complaint, and the Honorable Paul M. Glenn granted
that request.

The Celotex Corporation manufactured, marketed, and distributed
building products.  Carey Canada Inc. mined asbestos until it
ceased operations in 1986.  Celotex and Carey Canada sought
chapter 11 protection (Bankr. M.D. Fla. Case No. 90-10016) on Oct.
12, 1990.  At the time of the filing, Celotex and Carey Canada had
been named as defendants in thousands of lawsuits filed by
Asbestos Personal Injury Claimants, and in hundreds of lawsuits
filed by Asbestos Property Damage Claimants.  On Dec. 6, 1996, the
Bankruptcy Court entered an Order Confirming the Modified Joint
Plan of Reorganization for Celotex and Carey Canada.  A principal
feature of the confirmed Plan was the creation of the Asbestos
Settlement Trust under 11 U.S.C. Sec. 524(g) "to address,
liquidate, resolve, and disallow or allow and pay Asbestos Claims,
which will operate in accordance with the Asbestos Claims
Resolution Procedures."  In re The Celotex Corporation, 204 B.R.
586, 602 (Bankr. M.D.Fla. 1996).


CEQUEL COMMUNICATIONS: Moody's Puts 'B3' Rating on $500 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$500 million issuance of 8.625% Senior (unsecured) Notes due 2017
by Cequel Communications Holdings I, LLC.  Net proceeds from the
issuance will be applied toward the repayment of subsidiary Cequel
Communications, LLC's ("Cequel LLC") second lien credit facilities
(approximately $487 million combined outstanding as of December
31, 2009) and for fees and expenses.  The new note issuance is an
add-on to Cequel's existing 8.625% Senior (unsecured) Notes due
2017.  Moody's will be withdrawing the existing B3 ratings for
Cequel LLC's second lien term loans upon completion of the
transaction and repayment of this debt.

Cequel Communications Holdings I, LLC (Cequel)

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* New Senior (unsecured) Notes due 2017 -- B3 (LGD 5, 86%)

* Existing Senior (unsecured) Notes due 2017 -- B3 (to LGD 5, 86%
  from LGD 6, 92%)

* Rating Outlook - Stable

Cequel Communications, LLC (Cequel LLC)

* Senior Secured First Lien Credit Facilities due 2013-- Ba3 (to
  LGD 3, 32% from LGD 3, 31%)

* Senior Secured Second Lien Credit Facilities due 2014 -- current
  B3 ratings to be withdrawn upon successful completion of the
  transaction

The last rating action for Cequel was on October 22, 2009, when
Moody's assigned a B3 rating for the company's $400 million debt
offering (note that on November 2, 2009, Moody's issued a press
release stating the upsize to $600 million would have no impact on
ratings).  Additionally, Moody's assigned a B1 Corporate Family
Rating and Probability of Default Rating to the intermediate
holding company and issuer of the unsecured debt (Cequel), and
withdrew the equivalent former ratings of Cequel Communications,
LLC.

Cequel Communications Holdings I, LLC, headquartered in St. Louis,
Missouri, and doing business as Suddenlink Communications, is an
intermediate holding company with cable operating company
subsidiaries held by Cequel Communications, LLC, serving
approximately 1.2 million video customers.  The company provides
digital TV, high-speed Internet and telephone service for the home
and office and generated revenues of approximately $1.6 billion
for the twelve months ended December 31, 2009.


CEQUEL COMMUNICATIONS: S&P Affirms 'B-' Rating on Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' issue
rating on St. Louis-based cable TV operator Cequel Communications
Holdings I LLC's 8.625% senior notes due 2017, co-issued with
Cequel Capital Corp., following the company's proposed
$500 million tack-on.  Cequel has increased its outstanding
$600 million senior unsecured notes to $1.1 billion.  The '6'
recovery rating on the notes remains unchanged.  The company will
use proceeds from the tack-on to repay existing second-lien debt,
including repayment of related swaps.

In addition, S&P affirmed the company's 'B+' corporate credit
rating.  S&P also affirmed the 'BB-' issue rating on subsidiary
Cequel Communications LLC's first-lien bank debt.  S&P will
withdraw the 'B-' issue rating and '6' recovery rating on its
second-lien bank when this transaction is completed.

"The ratings on Cequel reflect mature revenue growth prospects for
basic video services, competitive pressure on the video customer
base from direct-to-home satellite TV providers, the potential for
increased competition in high-speed data and video services from
the local telephone companies, and a highly leveraged financial
profile," said Standard & Poor's credit analyst Catherine
Cosentino.  Partly tempering these factors are the company's
position as the dominant provider of pay-TV services in its
markets and revenue growth opportunities from advanced video
services, HSD, and voice over Internet protocol telephony.


CF BANCORP: Closed; First Michigan Bank Assumes All Deposits
------------------------------------------------------------
CF Bancorp of Port Huron, Mic., was closed on April 30, 2010, by
the Michigan Office of Financial and Insurance Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Michigan Bank of Troy, Mich., to
assume all of the deposits of CF Bancorp.

The 22 branches of CF Bancorp reopened during normal business
hours beginning Saturday as branches of First Michigan Bank.
Depositors of CF Bancorp will automatically become depositors of
First Michigan 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 former CF Bancorp branch
until they receive notice from First Michigan Bank that it has
completed systems changes to allow other First Michigan Bank
branches to process their accounts as well.

As of Dec. 31, 2009, CF Bancorp had around $1.65 billion in total
assets and $1.43 billion in total deposits.  First Michigan Bank
paid the FDIC a premium of 0.75 percent to assume all of the
deposits of CF Bancorp.  In addition to assuming all of the
deposits, First Michigan Bank agreed to purchase around
$870 million of the failed bank's assets. The FDIC will retain the
remaining assets for later disposition.

The FDIC and First Michigan Bank entered into a loss-share
transaction on $808.1 million of CF Bancorp's assets.  First
Michigan 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-895-3212.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $615.3 million.  First Michigan Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  CF Bancorp is the 61st FDIC-insured
institution to fail in the nation this year, and the second in
Michigan.  The last FDIC-insured institution closed in the state
was Lakeside Community Bank, Sterling Heights, on April 16, 2010.


CHAMPION BANK: Closed; BankLiberty Assumes All Deposits
-------------------------------------------------------
Champion Bank of Creve Coeur, Mo., was closed on April 30, 2010,
by the Missouri Division of Finance, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with BankLiberty of Liberty, Mo., to assume all of the
deposits of Champion Bank.

The sole branch of Champion Bank reopened on Saturday, May 1, as a
branch of BankLiberty.  Depositors of Champion Bank will
automatically become depositors of BankLiberty.  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
former Champion Bank branch until they receive notice from
BankLiberty that it has completed systems changes to allow other
BankLiberty branches to process their accounts as well.

As of Dec. 31, 2009, Champion Bank had around $187.3 million in
total assets and $153.8 million in total deposits.  BankLiberty
did not pay the FDIC a premium to assume all of the deposits of
Champion Bank.  In addition to assuming all of the deposits,
BankLiberty agreed to purchase around $152.6 million of the failed
bank's assets.  The FDIC will retain the remaining assets for
later disposition.

The FDIC and BankLiberty entered into a loss-share transaction on
$113.5 million of Champion Bank's assets.  BankLiberty 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-640-2607. Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $52.7 million.  BankLiberty's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Champion Bank is the 62nd FDIC-
insured institution to fail in the nation this year, and the
second in Missouri.  The last FDIC-insured institution closed in
the state was Bank of Leeton, Leeton, on Jan. 22, 2010.


CHARTER COMMS: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 94.93 cents-on-the-dollar during the week ended Friday,
April 30, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.03 percentage points from the previous week, The Journal
relates.  The Company pays 262.5 basis points above LIBOR to
borrow under the facility, which matures on March 6, 2014.
Moody's has withdrawn its rating on the bank debt 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.

                   About Charter Communications

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)


CHRYSLER LLC: Marchionne Presents 5-Year Plan for New Chrysler
--------------------------------------------------------------
Sergio Marchionne, chief executive of Chrysler Group LLC and
Italy-based Fiat S.p.A., presented a five-year business plan for
the auto makers, according to an April 24 report by Autoevolution.

Mr. Marchionne emphasized the need to manufacture about 6 million
vehicles a year in order for Chrysler Group and Fiat to survive in
the global market, Autoevolution reported.

The key points in Fiat-Chrysler's 2010-2014 business plan are:

  * Separating the Iveco trucks and CNH tractors divisions into
    a different entity.

  * Doubling revenues to EUR51 billion from 26.3 billion in
    2009.

  * An investment of EUR21 billion between 2010 and 2014 to
    launch 34 new models and 17 refreshed ones.

  * Achieving a sales volume of 500,000 units in 2014 for Alfa
    Romeo, up from 101,000 in 2009.

  * Increasing Fiat's South American sales from 799,000 in 2009
    to 1.12 million in 2014.

  * Selling Chrysler models rebadged as Lancia in Europe to
    increase sales volume from 123,500 to 300,000 units in 2014.

The business plan also targets an increase in the group's exposure
in emerging markets like China, Russia and India, Autoevolution
reported.

In India, where it has a joint venture with Tata Motors, the group
aims to increase sales from 21,194 units in 2009 to 130,000 units
by 2014 while it eyes an expansion of Fiat's joint venture in
Russia with Sollers to build around 280,000 units a year by 2014.

The group will also strengthen the Chinese newly created joint
venture with Guangzhou Automobile Industry Group Co., to produce
around 300,000 units a year by 2014, according to the report.

                     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: New Chrysler Sees 20% Increase in Sales for April
---------------------------------------------------------------
Chrysler Group LLC spokeswoman Kathy Graham said the auto maker
predicts that this month would have U.S. sales that are 20% higher
than in April 2009 when it sold 76,682 vehicles, according to an
April 26 report by AutoSpies.

Fred Diaz, Chrysler Group's chief sales executive, released the
projected figure at a dealer-only conference call last week, Ms.
Graham said.

David Kelleher, secretary of the Chrysler National Dealer Council,
thinks that the auto maker has recovered from the bankruptcy.  He
said the dealerships are paying more attention to their customers,
AutoSpies reported.

Similarly, Edmunds.com predicts Chrysler will sell 90,800 units in
April 2010, up 18.9 percent compared to April 2009 and down 1.7
percent from March 2010.  This would result in a new car market
share of 9.2 percent for Chrysler in April 2010, down from 9.3
percent in April 2009 and up from 8.7 percent as in March 2010,
the report said.

"The economy is showing signs of recovery but consumers are still
wary, so today car-shopping is largely about bargain-hunting,"
commented Edmunds.com Chief Executive Officer Jeremy Anwyl.
"Traditionally, summer discounts are worth waiting for but
inventory may be spottier than usual this year.  The next round of
incentives may provide the best opportunity to pick up a great
deal on a 2010 model."

Edmunds.com analysts predict that April's Seasonally Adjusted
Annualized Rate (SAAR) will be 11.2 million, down from 11.8 in
March 2010.

"April's dip shows the auto industry's recovery will be a slow and
bumpy one," noted Edmunds.com Senior Analyst Michelle Krebs in her
report for AutoObserver.com.  "Ultimately, though, car sales are
significantly better than the 9.2 million SAAR of a year ago."

                                     Change from    Change from
                                      April 2009     March 2010
                                     -----------    -----------
Chrysler (Chrysler, Dodge, Jeep)          18.9%          -1.7%
Ford (Ford, Lincoln, Mercury, Volvo)      25.9%          -8.3%
GM (Buick, Cadillac, Chevrolet, GMC,
Hummer, Pontiac, Saab, Saturn)           4.1%          -4.7%
Honda (Acura, Honda)                       9.1%           1.8%
Hyundai (Hyundai, Kia)                    35.1%           3.8%
Nissan (Infiniti, Nissan)                 51.3%         -25.2%
Toyota (Lexus, Scion, Toyota)             32.6%         -10.2%
Industry Total                            20.9%          -7.1%

The combined monthly U.S. market share for Chrysler, Ford and
General Motors (GM) domestic nameplates is estimated to be 44.2
percent in April 2010, down from 46.6 percent in April 2009 and up
from 43.5 percent in March 2010, says the report.

April 2010 had 26 selling days, the same as last April 2009.

                     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)


CIT GROUP: S&P Assigns Counterparty Credit Rating at 'B+/B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'B+/B' counterparty credit rating to CIT Group Inc.  The outlook
is positive.  At the same time, S&P assigned its 'BB' rating to
the company's first-lien secured credit facility, indicating its
high confidence of full recovery of principal.  S&P also assigned
its 'B+' rating to the company's second-lien secured notes and 'B'
rating to the unsecured debt, reflecting those issues' lower
relative recovery prospects.

CIT, a leading provider of financing to middle-market and small
businesses, emerged from prepackaged bankruptcy with a
strengthened financial profile.  Although these financial benefits
factor into its assessment of the firm's relative credit quality,
the considerable transitional challenges CIT faces in transforming
its funding platform into a bank-centric model limit the rating.

"CIT's reorganization strengthened its financial profile and these
benefits factor positively into S&P's rating," said Standard &
Poor's credit analyst Rian M. Pressman, CFA.  Approximately 30% of
the firm's unsecured debt was extinguished in bankruptcy,
bolstering capital.  (The full benefit to capital will be realized
incrementally, as loan and lease discounts established as a result
of the application of "fresh-start accounting" accrete during the
life of the assets.)  Future credit costs will also be reduced
because CIT marked its loan and lease portfolio to market upon
emergence from bankruptcy.  Additional marks are possible;
however, S&P believes the improving economy and aging credit cycle
may limit these.  CIT has minimal debt maturing during the next
few years, giving it additional time to implement its bank-centric
strategy.

The relative stability of CIT's franchise, despite the turbulence
of the past year, also supports the rating.  Although its four
principal business lines were hurt by varying degrees, S&P
believes CIT retains top-three market positions in its three niche
businesses?-factoring, transportation, and vendor finance.  In its
corporate finance business, CIT provides financing for middle-
market companies that are often underserved by traditional
commercial banks because of their high credit risk and/or
customized financing needs.

Despite these positives, significant challenges limit the rating.
CIT's reorganization did little to address its largely wholesale-
funded business model.  Several of CIT's asset classes are
amenable to secured funding.  However, given the high relative
confidence sensitivity of wholesale funding, S&P believes that a
diverse menu of funding options is crucial to sustain CIT's
business through varying credit cycles.  And although CIT
successfully pushed out major debt maturities, it has significant
debt due beginning in 2013, with maturities of second-lien notes
increasing incrementally to $8.2 billion in 2017 from $2.3 billion
in 2013.

S&P generally views CIT's banking strategy positively; however,
S&P believes that the execution risk is high.  With no branch
network and a concentrated base of noncore brokered deposits, CIT
Bank must undergo a significant transition to resemble a true
commercial bank.  Moreover, each step of this transition depends
on obtaining regulatory approval, which S&P believes could take
some time.  CIT's businesses could come under competitive
pressures during this transition because many of its competitors
already have cost-competitive funding and will be able to lend
freely into the expanding U.S. economy.

The high cost of CIT's current liability structure dampens S&P's
view of near-term profitability, despite the expected boost from a
lower credit provision and other FSA-related items.  Although the
net interest margin will benefit from the noncash accretion of
loan and lease discounts, the core margin will remain compressed
until CIT can repay higher-cost secured debt.  Management has
stated that it will seek to repay or refinance first-lien secured
debt as soon as possible, including $1.5 billion that is expected
to be repaid in the near term.

CIT's heavy reliance on secured debt has largely encumbered its
balance sheet, which in S&P's view limits financial flexibility.

The positive outlook reflects the financial benefits CIT obtained
from its reorganization, including higher capital, reduced credit
costs, and limited near-term debt maturities.  It also reflects
ongoing enhancements to corporate governance and enterprise risk
management, which in time may lead regulators to lift enforcement
actions.  Lastly, it reflects the expected benefits of an
improving economy and more buoyant credit markets, which may
provide tailwinds to CIT's efforts to diversify its funding model.

S&P could raise its rating on CIT by one or more notches if it
makes material progress at reducing its reliance on wholesale
funding, while lowering its cost of funds to a level that allows
for sustained profitability.  Other factors that may lead to
positive ratings movement include the elimination of regulatory
enforcement actions and restoration of core profitability to a
level competitive with peers.


CITADEL BROADCASTING: Committee Has Nod for Chanin as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Citadel
Broadcasting Corp.'s cases received permission to employ Chanin
Capital Partners as its financial advisor, nunc pro tunc to
January 19, 2010.

The Committee asserts that it needs to retain a financial advisor
to help guide it through the Debtors' reorganization efforts and
to assist it in the tasks associated with negotiating and
implementing the Debtors' Chapter 11 plan of reorganization.

Pursuant to an engagement letter, it is expected that CCP will
provide these services to the Committee:

  a. review and analyze the Debtors' operations, financial
     condition, cash flows, business plan, strategy, and
     operating forecasts;

  b. assist in the determination of an appropriate post-
     emergence capital structure for the Debtors;

  c. determine a theoretical range of values for the Debtors on
     a going concern basis;

  d. assist the Committee in developing, evaluating, structuring
     and negotiating the terms and conditions of a restructuring
     or Plan of Reorganization, including the value of the
     securities, if any, that may be issued to the Committee
     under any restructuring or Plan;

  e. assist the Committee in monitoring any sales process and
     evaluating bids to purchase any of the Debtors;

  f. analyze any merger, divestiture, joint-venture, or
     investment transaction;

  g. assist the Committee in analyzing any new debt or equity
     capital;

  h. evaluate the Debtors' debt capacity;

  i. if asked by the legal counsel to the Committee, prepare an
     expert report with respect to the valuation of the Debtors
     and provide expert testimony relating to the report as
     well as other financial matters arising in connection with
     the bankruptcy; and

  j. provide the Committee with other appropriate general
     restructuring advice and litigation support.

As compensation for CCP's services, the Debtors will pay it a
flat monthly rate of $175,000 and a cash restructuring
transaction fee totaling $500,000.  In addition, CCP is entitled
to a financing fee equal to two percent of any capital directly
raised by CCP.

In addition, CCP will be entitled to seek reimbursement for
reasonable and actual out of pocket expenses, including, but not
limited to, travel costs, lodging, meals, research, telephone and
facsimile, costs of reproduction, typing, computer usage, legal
counsel and other direct expenses incurred in connection with CCP
providing professional services to the Committee.

The Debtors will indemnify and hold harmless CCP and its
affiliates against any and all losses, claims, damages,
liabilities, penalties, judgments, awards, costs, fees, expenses
and disbursements including, without limitation, defending any
action, suit, proceedings or investigation unless they are due to
CCP's negligence.

John P. Madden, a director at CCP, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

In a separate filing, Mr. Madden discloses that one of his firm's
members owns 398 shares of the Debtors' common stock.  However,
he notes that the member has not done any work related to the
Debtors' Chapter 11 cases.  He assures the Court that the member
will not be involved in CCP's representation of the Committee.

Mr. Madden also notes that the Debtors' stock was placed on a
restricted trading list when CCP was retained by the Committee on
January 19, 2010.  Therefore, no member or employee of CCP has
bought or sold any of the Debtors' common stock since the
Committee retained CCP.  He asserts that the member's ownership
of 398 shares of the Debtors' stock is insignificant and that CCP
is a "disinterested person" pursuant to the applicable bankruptcy
rules.

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CITY OF WOONSOCKET: Moody's Cuts Ratings on Bonds to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the City
of Woonsocket's general obligation bond rating, affecting
approximately $192 million in outstanding debt.  The bonds are
secured by a general obligation unlimited tax pledge.  At this
time, Moody's has also downgraded the city's Rhode Island Health
and Education Building Corporation Bond Issue, Series 2009E to A3
from A2.  The downgrade reflects the deterioration of the city's
financial position over last several fiscal years resulting in a
sizable accumulated deficit which is expected to increase at the
end of fiscal 2010.  The rating also factors the city's lack of
liquidity and increasing reliance on cash flow borrowing.

The Watchlist action reflects the possibility of further rating
movement in the near term.  Given the rapid deterioration of the
city's financial position, as well as the likelihood of additional
state and local revenue weakness and ongoing expenditure demands,
Moody's expect the city to remain challenged to stabilize its
financial position, particularly given the current economic
environment.  Further, it is not clear that the city will continue
to benefit from continued access to the capital markets to fund
operations potentially threatening the ability to roll outstanding
notes, issue deficit reduction notes, and finance government
operations.

Resolution of the Watchlist will reflect Moody's evaluation of the
city's remaining fiscal 2010 cash flows, its success in addressing
its accumulated deficit through the issuance of deficit reduction
bonds, or a viable alternative, and take the necessary actions to
close its funding gap and produce a structurally sound fiscal 2011
budget.  Moody's anticipates taking rating action within
approximately 90 days.

     Accumulated Deficit Continues To Grow; School Department
Overspending Persists; New Management Team Exploring Issuance Of
                     Deficit Reduction Bonds

Woosocket's financial position is expected to continue to narrow
in fiscal 2010 from an already weak position.  Six years of
consecutive operating deficits in the General Fund and School
Unrestricted Fund have increased the city's accumulated deficit to
a negative $6.9 million or -6.2% of revenues at the end of fiscal
2009.  Further, the city is anticipating an additional
$3.5 million fund balance reduction in fiscal 2010 which would
increase the accumulated deficit to a pro forma -9.3% of revenues.
Evident of its relatively rapid fiscal weakening the city has seen
its unreserved operating fund balance decline by over 350% from a
healthier $2.7 million (2.4% of revenues) in fiscal 2007 and its
year-end cash position, net of current liabilities, decline to
sizable negative $25.9 million (-23% of revenues) from a negative
$9.7 million in 2006, as its accrued expenses and accounts payable
liabilities have continued to grow.

Fiscal 2009 operations ended with a $6.5 million operating
deficit (combined General Fund and School Unrestricted Fund), over
$1 million more than originally projected.  While state aid
reductions and weakness in other revenue accounts have impacted
the city's ability to balance operations, a lack of fiscal
oversight, particularly relating to the city's school department,
has resulted in persistent overspending.  The fiscal 2010
expenditure budget was level funded with the prior year and was
balanced with a 4.75% levy increase, the maximum increase allowed
under state law.  The budget also absorbed a $3.2 million state
aid reduction due to the complete elimination of state general
revenue sharing.  The city had anticipated addressing a sizable
portion of its accumulated deficit as well as its projected fiscal
2010 deficit through a supplemental tax bill in January 2010,
which did not materialize after the city council defeated the
proposal.  In response, the city issued $3.4 million of tax
anticipation notes in January to meet cash flow needs for the
remainder of the year.  Of note, the city also issued $5.5 million
of TANs in July 2009.  Both privately placed TAN amounts are due
on July 1, 2010; the city is evaluating options to retire the TANs
in conjunction with its deficit financing strategy.  While the
city is currently anticipating a $3.5 million school deficit for
the current fiscal year, that amount could increase if the General
Assembly decides to reduce the city's fourth quarter motor vehicle
excise tax reimbursement (total of $1.3 million) or if additional
departmental overspending occurs.

In an effort to address its accumulated deficit and improve its
liquidity the city is currently pursing the issuance of deficit
finance bonds.  The city's ability to issue deficit finance bonds
is contingent on the approval of the city council and the state
Auditor General, which the administration has yet to obtain.

Importantly, in January of 2010 the city transitioned to a new
mayoral administration.  The new management team has started the
process of implementing tighter fiscal oversight and controls,
workforce reductions, and pursuing new revenue and grant
opportunities.  The administration is also in the process of
engaging in discussions with its collective bargaining units, most
of which are currently under contract, for additional expenditure
relief.  The administration's ability to both successfully
stabilize operations and improve the city's fiscal position in a
timely manner while addressing its near term liquidity needs will
be critical components to future rating actions.

   Substantial Debt Position Largely Reflective Of Pension Bond
                            Issuance

Moody's expects the city's high 8.7% debt burden, which largely
reflects the July 2002 issuance of $90 million in Pension
Obligation Bonds, will remain high going forward given the current
issuance and a slow repayment of principal (29.9% retired within
10 years).  The slow payout primarily reflects the 30-year
amortization and ascending principal retirement schedule of the
POBs.  Net of POBs and a significant 81% state aid reimbursement
on eligible school-related debt, the adjusted debt burden is a
more manageable 1.7% of full value.  Debt service comprised an
above average 14.8% of operating expenditures in fiscal 2009.  The
city's entire debt portfolio consists of fixed rate borrowing.

      Suburban Community North Of Providence; Local Economy
                         Anchored By Cvs

Located 15 miles from the City of Providence (G.O. rated A3);
Moody's expects growth of the city's $2.3 billion tax base to
remain slow given the current recessionary environment.  Assessed
value increases have been modest at an average annual rate of 1.1%
since 2004, exclusive of revaluations in 2004 and 2007 that
boosted values by 23.7% and 75.1%, respectively.  However, the
most recent revaluation resulted in a modest 0.1% decline in the
assessed value effective fiscal 2010, reflective of the current
economic cycle.  Management has launched an aggressive development
strategy, utilizing tax stabilization policies, spurring growth,
including completion of the Highland Corporate Parks in 2005 that
boasts the significantly expanded headquarters of the CVS
Corporation (senior unsecured rated Baa2/positive outlook).  The
CVS Corporation is the city's largest employer (provides 5,780
jobs) and taxpayer (4.1% of assessed values), and recently
completed a $40 million expansion.  Construction activity remains
below pre-recession levels but has improved following minimal
activity recorded in 2008 (net of school construction project).
Wealth indices remain below state and national medians, as
reflected in per capita and median family incomes reported in the
2000 census.  Full value per capita is also below the state and
national levels at $52,243.

Key Statistics:

* 2000 Population: 43,268 (0.1% change since 2000)

* 2009 Full valuation: $2.3 billion

* 2009 Full value per capita: $52,243

* 1999 PCI (as % of RI and US): $16,223 (74.8% and 75.2%)

* 1999 MFI (as % of RI and US): $38,353 (72.7% and 76.6%)

* Net Direct Debt burden: 8.7%

* Payout of principal (10 years): 29.9%

* FY09 Unreserved General Fund balance: $-3.3 million (-5.4% of
  General Fund revenues)

* FY09 Unreserved General Fund and School Unrestricted Fund
  balance combined: $-6.9 million (-6.2% of operating revenues)

* Outstanding long-term general obligation debt: $192 million

  Recalibration Of Rating To The Global Rating Scale; Principal
                           Methodology

The rating assigned to the City of Woonsocket, Rhode Island was
issued on Moody's municipal rating scale.  Moody's has announced
its plans to recalibrate all U.S. municipal ratings to its global
scale and therefore, upon implementation of the methodology
published in conjunction with this initiative, the rating will be
recalibrated to a global scale rating comparable to other credits
with a similar risk profile.  Market participants should not view
the recalibration of municipal ratings as rating upgrades, but
rather as a recalibration of the ratings to a different rating
scale.  This recalibration does not reflect an improvement in
credit quality or a change in Moody's credit opinion for rated
municipal debt issuers.

The last rating action with respect to the City of Woonsocket (RI)
was on October 23, 2009, when its the city rating was downgraded
to Baa2 from Baa1.


CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 83.16 cents-on-the-dollar during the week ended Friday,
April 30, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.63 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.


COMMUNITY HEALTH: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
97.21 cents-on-the-dollar during the week ended Friday, April 30,
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.


CRESCENT RESOURCES: Bank Debt Trades at 59% Off
-----------------------------------------------
Participations in a syndicated loan under which Crescent
Resources, LLC, is a borrower traded in the secondary market at
40.90 cents-on-the-dollar during the week ended Friday, April 30,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.28 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 Nov. 8, 2012, and
carries Moody's B1 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.

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States. Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy
Court for the Western District of Texas (Austin), lead case number
09-11507, before Judge Craig A. Gargotta.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, L.L.P., is serves as the Debtors'
bankruptcy counsel.


D.B. ZWIRN: Movie Executives File Countersuit
---------------------------------------------
Alex Ben Block at The Hollywood Reporter says David Bergstein and
Ronald Tutor have filed a countersuit against D.B. Zwirn, blaming
the bankrupt New York hedge fund for damaging their businesses and
slowing or halting production of six movies, which "caused the
value of the film collateral to be substantially impaired."

The report notes Zwirn and its affiliates sued Messrs. Bergstein,
Tutor and their companies in November for repayment of more than
$120 million.

According to the report, the countersuit alleges that the Zwirn
Special Opportunities Fund, its founder Daniel Zwirn and various
affiliates promised them $250 million in financing to make and
distribute movies but then lied, committed fraud, piled on
excessive charges and failed to deliver the money needed to meet
obligations to filmmakers, vendors and others.  They are seeking a
reduction in the amount owed, damages and their costs.

Bloomberg News reported in April 2009 that D.B. Zwirn & Co.'s $2.5
billion in hedge-fund assets would be taken over by Fortress
Investment Group LLC.  Bloomberg said Daniel Zwirn told investors
in February 2008 he planned to wind down his flagship D.B. Zwirn
Special Opportunities Fund LP.  Bloomberg said Mr. Zwirn decided
to close the fund when investors asked to withdraw more than
$2 billion after a delay in the release of the fund's 2006
financial audit.  He told investors in the main fund in 2008 that
they might have to wait as long as four years to get all their
money back.


DOLLAR THRIFTY: Posts $27.3MM Net Income for 1st Quarter
--------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., reported results for the
first quarter ended March 31, 2010.  Net income for the 2010 first
quarter was $27.3 million, or $0.91 per diluted share, compared to
a net loss of $8.9 million, or $0.42 loss per diluted share, in
the first quarter of 2009.  Net income for the first quarter of
2010 and 2009 included a favorable impact of $0.14 per diluted
share, both of which relate to changes in fair value of
derivatives.

Non-GAAP net income for the 2010 first quarter was $23.0 million,
or $0.76 per diluted share, compared to a non-GAAP net loss of
$11.8 million, or $0.55 loss per diluted share, for the 2009 first
quarter.  Non-GAAP net income (loss) excludes the (increase)
decrease in fair value of derivatives and non-cash charges related
to the impairment of long-lived assets, net of related tax impact.
Corporate Adjusted EBITDA for the first quarter of 2010 was
$49.4 million, compared to a loss of $2.4 million in the first
quarter of 2009.

For the quarter ended March 31, 2010, the Company's total revenue
was $348.3 million, as compared to $362.4 million for the
comparable 2009 period.  The decline in revenue was primarily
driven by a 7.4% decrease in rental days, partially offset by a
3.9% improvement in revenue per day.  On a same store basis,
rental revenues for locations that were open during both periods
were consistent with prior year's first quarter.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz Global Holdings, Inc. and Dollar Thrifty signed a definitive
agreement providing for Hertz to acquire Dollar Thrifty for a
purchase price of $41.00 per share, in a mix of cash and Hertz
common stock.  When completed, Hertz anticipates that the
transaction will be immediately accretive to annual adjusted
earnings per share.

Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice.  Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day.  Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.

The Company noted that the closing of unprofitable stores during
2009 continues to benefit its return on assets.  The first quarter
2010 average fleet was down 5.2% compared to the first quarter of
2009, while the ending fleet was up 2.4% from the first quarter of
2009.

As of March 31, 2010, the Company had $452 million in cash and
cash equivalents and an additional $147 million in restricted cash
and investments primarily available for the purchase of vehicles
or repayment of vehicle financing obligations.  During the first
quarter, the Company repaid $200 million of its existing medium
term notes utilizing restricted cash.  The Company's tangible net
worth at March 31, 2010, was $398 million.

The Company completed a new $200 million long-term asset backed
financing in April 2010, providing lower cost financing and
additional liquidity for purchases of vehicles or the repayment of
future debt maturities.

                      2010 Outlook -- Update

Based on the strength of its first quarter operating results and
its expectations for continued favorable conditions in the used
vehicle markets and improving industry rental days, the Company is
providing an update to its outlook for 2010 for revenue, fleet
costs and Corporate Adjusted EBITDA.

The Company reaffirmed its outlook for revenue growth of 2% to 4%
compared to the 2009 level.  Improvement in the overall economy,
combined with ongoing recovery in consumer confidence and spending
levels is expected to result in low single-digit growth in rental
days in 2010.  The Company believes that customer demand for its
value-oriented leisure brands will result in moderate increases in
revenue per day on a year-over-year basis.

The Company noted that it sold approximately 14,100 risk vehicles
during the first quarter of 2010 at a cumulative gain of
$25.7 million, and stated that it expects vehicle dispositions to
continue to benefit from favorable conditions in the used vehicle
market.  As a result of the volatility in fleet cost per unit
resulting from the expected timing of vehicle dispositions, the
Company estimates its fleet cost to be $225 per unit per month for
the second quarter of 2010 and is lowering its target for fleet
cost for the full year of 2010 to $275 per unit per month.

The Company also stated that it expects 2011 fleet cost (excluding
the impact of gains or losses on vehicle dispositions) to be
approximately $325 per unit per month.  The size and timing of
future gains or losses on vehicle sales will impact the
depreciation rate and are dependent on prevailing conditions in
the used vehicle market, as well as management's ability to
execute a fleet plan that takes advantage of changing market
conditions.

Lastly, based on current facts and circumstances, the Company now
projects Corporate Adjusted EBITDA for the full year of 2010 to be
within a range of $170 million to $190 million, an increase of
approximately 70% to 90% from the 2009 level.

A full-text copy of DTAG's earnings release is available at no
charge at http://ResearchArchives.com/t/s?60f6

A full-text copy of DTAG's earnings conference call transcript is
available at no charge at http://ResearchArchives.com/t/s?60f7

A full-text copy of Hertz's earnings conference call transcript is
available at no charge at http://ResearchArchives.com/t/s?60f8

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion
in total assets and $2.25 billion in total liabilities.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3'


DOLLAR THRIFTY: Annual Stockholders' Meeting Set for June 10
------------------------------------------------------------
The Annual Meeting of Stockholders of Dollar Thrifty Automotive
Group, Inc., will be held at 11:00 a.m., C.D.T., on June 10, 2010,
at the Mayo Hotel in the Mayo Museum Room, 115 West 5th Street, in
Tulsa, Oklahoma, for these purposes:

     1. To elect six directors to serve until the next annual
        meeting of stockholders and until their successors shall
        have been elected and shall qualify or as otherwise
        provided by the By-laws of Dollar Thrifty Automotive
        Group, Inc.;

     2. To ratify the appointment of Deloitte & Touche LLP as the
        independent registered public accounting firm of the
        Company for the fiscal year ended December 31, 2010 by the
        Audit Committee of the Board of Directors;

     3. To approve the management objectives for performance-based
        awards under the Dollar Thrifty Automotive Group, Inc.
        Second Amended and Restated Long-Term Incentive Plan and
        Director Equity Plan; and

     4. To conduct any other business properly brought before the
        meeting.

Only stockholders of record at the close of business on April 12,
2010, are entitled to notice of, and to vote at, the meeting and
any postponements or adjournments thereof (unless the Board of
Directors fixes a new record date for any such postponed or
adjourned meeting

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?60f9

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion
in total assets and $2.25 billion in total liabilities.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3'


DOUGLAS HOLLIDAY: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Douglas W. Holliday
               Jodie A. Holliday
               2539 Henry A. Wallace Road
               Greenfield, IA 50849

Bankruptcy Case No.: 10-02183

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Debtor's Counsel: Michael P. Mallaney, Esq.
                  5015 Grand Ridge Drive
                  Suite 100
                  West Des Moines, IA 50265-5749
                  Tel: (515) 223-4567
                  Fax: (515) 223-8887
                  E-mail: mpmallaney@hudsonlaw.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/iasb10-02183.pdf

The petition was signed by Douglas W. Holliday and Jodie A.
Holliday.


DUBAI WORLD: Banks May Still Find Interest on New Loans Low
-----------------------------------------------------------
According to Reuters, analysts said on Thursday Dubai World's
offer to lenders for an additional 1% in interest upon maturity of
new debt, is unlikely to satisfy banks.  Dubai World's offer is
for a 1% interest rate and 1% payment-in-kind, a source familiar
with the matter said, an upgrade from an opening 1% interest rate
offer which was rejected as being too low.

Reuters relates a Dubai government spokeswoman said there was no
change to the initial terms, which called for a cash interest
payment as well as a payment-in-kind but did not outline the
interest rates offered.  "The government has not presented a
revised offer or improved terms, there has been no change to the
original proposal," she said, according to Reuters.

Dubai unveiled a $9.5 billion rescue plan for Dubai World and its
property unit Nakheel in March.

According to Reuters, a source, who asked not to be identified,
said Dubai World added the 1% payment-in-kind option, a lump sum
interest payment at the end of a loan maturity, to sweeten the
offer.  Reuters relates Dubai World is in talks with a core panel
of seven banks -- five foreign and two local -- which represents
more than 97 creditors.

Reuters says a 2% total rate may still be seen as low by local
lenders whose borrowing costs are higher compared with some of the
foreign banks on the panel.

Reuters notes that under Dubai's debt deal, lenders would receive
new debt covering the $14.2 billion they are owed over five to
eight years at an undisclosed commercial rate.  The plan is to be
partly funded by asset sales, with any shortfall guaranteed by the
government.

Reuters also notes trade creditors of Dubai World's Nakheel unit
have been offered repayment through a mix of 40% cash and 60% in a
sukuk, with a 10% annual return.  Dubai Electricty and Water
Authority offered an 8.5% coupon on a recent bond issue.

According to Reuters, some analysts and bankers say that despite
lenders' dissatisfaction with the offer, they may ultimately
accept the offer.  If lenders reject the proposal, the matter
would go to a special tribunal which is untested and would further
delay repayment, Reuters relates.

                       6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                         Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                       About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.


ECLIPSE AVIATION: No Constructive Trust for Customers
-----------------------------------------------------
WestLaw reports that the allegations underlying a conversion claim
brought by customers against a Chapter 7 debtor-jet manufacturer
asserted wrongful conduct sufficient to support the imposition of
a constructive trust under New Mexico law.  The customers asserted
that the deposits transferred to the manufacturer pursuant to
their deposit agreements belonged to the customers, that the
manufacturer agreed to hold the deposits for the customers'
benefit, and that the manufacturer unlawfully exercised dominion
over the customers' property by refusing to return the deposits to
them.  In re AE Liquidation, Inc., --- B.R. ----, 2010 WL 1460166
(Bankr. D. Del.) (Walrath, J.).

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- manufactured six-passenger
planes powered by two Pratt & Whitney turbofan engines.  The
Company and Eclipse IRB Sunport, LLC sought chapter 11
protection (Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008,
represented by lawyers at Allen & Overy LLP, and estimating
assets of less than $500 $500 million and debts of more than
$1 billion.

The Debtor sought to sell all of its assets pursuant to proposed
bid procedures.  The Court approved the bid procedures, with
substantial modification, on Dec. 23, 2008.  On Jan. 15, 2009,
Over and Out, Inc., and other customers, commenced an adversary
proceeding (Bankr. D. Del. Adv. Pro. No. 09-50029) asserting that
the Debtor breached its Aircraft Deposit Agreements, converted
their deposits, and breached its fiduciary duty.  On Jan. 23,
2009, the Court entered an order authorizing the sale of
substantially all of the Debtor's assets to EclipseJet Aviation
International, Inc., finding it had presented the highest and best
offer.  In conjunction with that sale, the Court directed that
$3.2 million of the sale proceeds be set held in escrow pending
resolution of the adversary proceeding.  Despite approval, the
sale to EclipseJet was never consummated.

As a result, on March 5, 2009, the case was converted to a chapter
7 liquidation proceeding and Jeoffrey L. Burtch was appointed
trustee.  The Trustee renewed efforts to sell the Debtor's assets.
On Aug. 28, 2009, the Court authorized the Trustee to sell the
Debtor's assets to Eclipse Aerospace, Inc., for $20 million in
cash and a $20 million note.  Once again, as a result of the
Customers' objection to the sale, the Court directed that
$3.2 million of the sale proceeds be set aside pending resolution
of the adversary proceeding.  The sale to Eclipse Aerospace, Inc.,
closed on September 4, 2009.


EDWIN KULUBYA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Edwin Kulubya
               Sandra Kulubya
               3220 Thatcher Ave
               Marina del Rey, CA 90292

Bankruptcy Case No.: 10-26665

Chapter 11 Petition Date: April 28, 2010

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

Judge: Barry Russell

Debtor's Counsel: Jason Boyer, Esq.
                  The Law Office of Jason Boyer
                  6844 Paramount Blvd
                  Downey, CA 90240
                  Tel: (562) 776-9025
                  Fax: (562) 928-5073
                  E-mail: jasonjboyer@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26665.pdf

The petition was signed by Edwin Kulubya and Sandra Kulubya.


ELITE LOGISTICS: Resists Creditors From Pursuing Payments
---------------------------------------------------------
According to Business Journal of Nashville, Elite Logistics Group
Inc. said it is trying to fend off creditors from improperly
pursing payments in relation to its bankruptcy filing last month.

Elite Logistics Group Inc. operates a transportation company.  The
company listed assets of $398,000 and liabilities of $2.9 million.


EMCOR GROUP: Moody's Assigns 'Ba1' Rating on $550 Mil. Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EMCOR's
$550 million senior secured revolving credit facility and at the
same time affirmed the company's existing Ba1 corporate family and
probability of default ratings.  The outlook is stable.

EMCOR's Ba1 corporate family rating takes into consideration the
company's healthy liquidity, conservatively reported balance
sheet, competitive market position, geographic diversification,
and strong unadjusted credit metrics.  As an example, the company
generates a very healthy free cash flow relative to its reported
debt balance.  For the year ended December 31, 2009, the company's
unadjusted free cash flow to debt was 173%.  In addition,
unadjusted EBITDA to interest expense for the same time period was
nearly 40 times.

At the same time, the rating considers the company's sizable
multiemployer pension plan exposure, large bonding position with
relatively moderate (although growing) revolver back-up, low
operating margins, and large exposure to the weakening non-
residential construction market.  Total imputed debt from the
multiemployer pension plan for 2009 was $979 million, which, when
added to traditional pension obligations and operating leases,
greatly diminishes the reported financial ratios.  For example,
debt/capitalization goes from a reported 14% to a Moody's-adjusted
75% while free cash flow/debt goes from a reported 173% to 23%.
In addition, as of December 31, 2009, EMCOR had approximately
$1.3 billion of surety bonds outstanding to support its projects,
backstopped by the $550 million revolver.

The stable outlook reflects that EMCOR is unlikely to be upgraded
in the next 12 to 18 months given the projected deterioration in
the company's end markets, as a large portion of EMCOR's sales are
exposed to the weakening non-residential construction market.  At
the same time, the stable outlook reflects that the company is
currently well-positioned in its rating category.

These rating actions were taken:

  -- Ba1 (LGD 3, 41%) assigned to $550 million senior secured
     revolver due February 2013

  -- Ba1 rating on $375 million revolver due October 17, 2010
     withdrawn

  -- Ba1 corporate family rating affirmed

  -- Ba1 probability of default affirmed

Moody's last rating action for EMCOR Group, Inc., occurred on
October 23, 2009, at which time Moody's revised the company's
outlook to stable from positive.

EMCOR Group, Inc., headquartered in Norwalk, CT, is a global
leader in mechanical and electrical construction, energy
infrastructure, and facilities services.  Revenues and net income
for year ended December 31, 2009, totaled approximately
$5.5 billion and $161 million, respectively.


EMMIS COMMUNICATIONS: Martin Capital Holds 6.3% of Shares
---------------------------------------------------------
Martin Capital Management, LLP, discloses that as of April 9,
2010, it may be deemed to beneficially own 2,050,067 shares or
roughly 6.3% of the common stock of Emmis Communications
Corporation.

MCM also disclosed that as of April 9, 2010, it disposed of
Company shares in various transactions in the last 60 days:

     -- MCM sold 500 Common Shares in the open market on
        March 8, 2010, at a price of $1.01 per share.

     -- MCM sold 15,000 Common Shares in the open market on
        March 11, 2010, at a price of $1.14 per share.

     -- MCM sold 17,500 Common Shares in the open market on
        March 12, 2010, at a price of $1.15 per share.

     -- MCM sold 8,181 Common Shares in the open market on
        March 16, 2010, at a price of $1.14 per share.

     -- MCM sold 40,000 Common Shares in the open market on
        March 17, 2010, at a price of $1.14 per share.

     -- MCM sold 75,000 Common Shares in the open market on
        March 18, 2010, at a price of $1.14 per share.

     -- MCM transferred 5,100 Common Shares to an outside account
        on March 19, 2010 at a price of $1.00 per share.

     -- MCM sold 133 Common Shares in the open market on
        March 23, 2010, at a price of $0.99 per share.

     -- MCM sold 90,000 Common Shares in the open market on
        April 1, 2010, at a price of $1.14 per share.

     -- MCM sold 40,000 Common Shares in the open market on
        April 5, 2010, at a price of $1.15 per share.

     -- MCM transferred 225 Common Shares to an outside account on
        April 6, 2010, at a price of $1.19 per share.

     -- MCM sold 55,100 Common Shares in the open market on
        April 6, 2010, at a price of $1.15 per share.

     -- MCM transferred 1,250 Common Shares to an outside account
        on April 7, 2010, at a price of $1.18 per share.

     -- MCM transferred 1,800 Common Shares to an outside account
        on April 8, 2010, at a price of $1.25 per share.

     -- MCM sold 45,933 Common Shares in the open market on
        April 9, 2010 at a price of $1.28 per share.

                  About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

As of November 30, 2009, the Company had total assets of
$513,406,000 against total liabilities of $497,070,000 and Series
A Cumulative Convertible Preferred Stock of $140,459,000,
resulting in shareholders' deficit of $173,894,000.  As of
November 30, 2009, the Company had non-controlling interests of
$49,771,000 and total deficit of $124,123,000.

                        *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April 2009, Moody's cut its corporate family rating on the
Company to 'Caa2'.

In May 2009, S&P raised its corporate credit rating on the Company
to 'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating
at the Company's request.


EUROBANK: Closed; Oriental Bank and Trust Assumes All Deposits
--------------------------------------------------------------
Eurobank of San Juan, P.R., was closed on April 30, 2010, by the
Office of the Commissioner of Financial Institutions of the
Commonwealth of Puerto Rico, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Oriental Bank and Trust of San Juan, P.R., to assume all of the
deposits of Eurobank.

The 22 branches of Eurobank will reopen during normal business
hours as branches of Oriental Bank and Trust.  Depositors of
Eurobank will automatically become depositors of Oriental Bank and
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 former Eurobank branch until they receive
notice from Oriental Bank and Trust that it has completed systems
changes to allow other Oriental Bank and Trust branches to process
their accounts as well.

As of Dec. 31, 2009, Eurobank had around $2.56 billion in total
assets and $1.97 billion in total deposits.  Oriental Bank and
Trust paid the FDIC a premium of 1.25 percent to assume all of the
deposits of Eurobank. In addition to assuming all of the deposits,
Oriental Bank and Trust agreed to purchase essentially all of the
failed bank's assets.

The FDIC and Oriental Bank and Trust entered into a loss-share
transaction on $1.58 billion of Eurobank's assets.  Oriental Bank
and 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-591-2903.  Interested parties also can
visit the FDIC's Web site at:

          http://ResearchArchives.com/t/s?611c

                          or

          http://ResearchArchives.com/t/s?611d

The FDIC encourages all bank customers to review more information
about the transaction by visiting

                http://www.fdicseguro.gov

As part of this transaction, the FDIC will acquire a value
appreciation instrument. This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $743.9 million.  Oriental Bank and Trust's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  Eurobank is the 58th FDIC-
insured institution to fail in the nation this year.  Eurobank is
one of three institutions closed in Puerto Rico on April 30, 2010.


FAIRPOINT COMMS: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 82.93 cents-on-the-dollar during the week ended Friday,
April 30, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.64 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)


FORD MOTOR: Fitch Upgrades Issuer Default Ratings to 'B'
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings for Ford
Motor Co. and its captive finance subsidiary Ford Motor Credit Co.
to 'B' from 'B-'.  The Rating Outlook for both Ford and Ford
Credit remains Positive.

The upgrade of the IDRs and the Positive outlook reflect Fitch's
expectation that Ford's credit profile will continue to strengthen
as the global economy recovers and as the company leverages its
increasingly competitive product portfolio and improved cost
position to increase production and unit sales.  Coupled with
Ford's solid price performance, margins are expected to grow over
the medium term, driving stronger levels of free cash flow.  This,
along with Ford's strong liquidity position, will allow the
company to begin the process of de-levering its balance sheet.
With better access to the credit markets, Ford Credit's financial
flexibility is increasing, resulting in a greater ability to
support Ford's auto sales with competitive customer financing
while also generating additional cash that will be sent via
dividend to the parent.  Despite the much improved outlook, Ford
continues to face a number of challenges, including rising raw
materials costs, ongoing global industry overcapacity and, more
recently, heavy price incentives in the U.S. market driven by
Toyota's aggressive push to support its market share.  Over the
longer term, increasingly stringent emissions regulations, as well
as a host of legislative and regulatory risks promulgated by the
U.S. and international governments are expected to increase
vehicle development and production costs, limiting margin
expansion.

Fitch is monitoring these trends which could potentially lead to a
further upgrade of Ford's ratings:

  -- U.S. industry sales rebounding towards an annualized rate of
     13-13.5 million sales (although that level is currently not
     expected to be reached until mid-2011);

  -- Ford's products continue to hold or gain market share;

  -- Inventory management at both Ford and within the U.S.
     industry, allows Ford to hold or improve product prices,
     supporting margin performance;

  -- Positive free cash flow is achieved and continues on an
     upward trajectory;

  -- Balance sheet strengthening through debt reduction
     accelerates;

  -- Ford Credit maintains or improves competitive access to
     capital.

If current trends continue, Fitch may upgrade Ford's ratings again
later in 2010.

After the global recession and the collapse of the credit markets
drove U.S. industry light vehicle sales to 10.4 million units in
2009, Fitch expects sales to exceed 11.4 million units in 2010.
The U.S. industry's light vehicle seasonally-adjusted annual sales
rate was 11 million units in the first quarter of 2010, including
a rise to 11.8 million in March.  Although the higher SAAR in
March likely was driven in part by significant customer incentives
as the industry sought to match aggressive measures undertaken by
Toyota, the increase in sales also appears to reflect increasing
customer demand in the face of improving consumer confidence and a
stabilizing U.S. job market.  Nonetheless, the forecast for U.S.
industry sales this year remains well below the 2007 sales level
of 16.1 million units and likely will remain below that level for
at least several years.  In Europe, Ford's second-largest market,
industry sales are expected to decline in 2010 to between
14 million and 15 million vehicles, down from 15.8 million units
sold in 2009, as various vehicle scrapping programs throughout the
region wind down.  Ford's market share performance in Europe has
helped to offset a portion of the market weakness.

Against the backdrop of rising U.S. industry sales, Ford has
managed to grow its market share.  Market share in the first
quarter of this year rose to 16.6% from 13.9% in the same period
last year, and appears to be driven primarily by an increasingly
competitive product line-up including several refreshed or
redesigned models such as the Fusion and Taurus.  Ford's pickup
sales have also been strong so far in 2010, with unit sales of the
F-150 up 26% in the first quarter (outpacing the 7% increase in
industry sales of large pickups in the period).  Undoubtedly, Ford
has seen gains due to customer concerns about Toyota's recalls, as
well as some negative sentiment toward General Motors and Chrysler
tied to the U.S. government's involvement in their restructurings
last year.  However, Fitch believes much of the increase can be
attributed to improvements in Ford's product line, and the U.S.
introductions later this year of the new Fiesta and the redesigned
Focus, as well as the fully reengineered Explorer, could further
support Ford's market share, particularly as gasoline costs
continue to rise.  As consumers migrate toward more fuel-efficient
vehicles, Ford's competitive performance in the smaller and mid-
size product segments has been a solid achievement.  In Europe,
Ford's market share has held steady, with the company garnering a
9.4% share of the market in the first quarter of 2010, about flat
with the year-ago period.

Actions to reduce structural costs over the past several years,
including headcount and benefit reductions, improvements in
inventory management, a shift toward global platform engineering
and the closure of underperforming manufacturing sites, have
positioned Ford to post higher margins over the next several
years, although free cash flow in the near term will continue to
be challenged by low absolute sales volumes, higher raw materials
prices and increasing pension contributions.  Cost cuts have
largely played out, indicating that margin and free cash flow will
be largely driven by U.S. industry sales volume growth and price
performance.  The substantial elimination of restructuring costs
will also benefit cash flow.  In 2010, Fitch projects that Ford's
EBITDA margin will rise to the 5% to 7% range following very low
EBITDA margins in the 1% to 1.5% range in 2008 and 2009.  Despite
the rise in EBITDA margins, free cash flow likely will remain
roughly breakeven this year, as the company contributes an
estimated $1.5 billion to both its funded and unfunded defined
benefit pension plans, while capital spending is expected to rise
to a range of $4.5 billion to $5 billion (which excludes Volvo)
versus year-ago spending of $4.5 billion (which included Volvo).
Looking to 2011 and beyond, however, Fitch expects free cash flow
to turn positive, as continued improvement in the global economy
pushes automotive revenue higher, while more of the company's
structural cost initiatives gain traction, resulting in further
margin increases and increasing levels of operating cash flow.  An
increase in U.S. industry SAAR of 13-13.5 million could lead to
free cash flow approaching $5 billion and more material debt
reduction.

Despite the projections for breakeven free cash flow this year,
Ford's cash liquidity is expected to remain very strong, with
cash, cash equivalents and marketable securities projected to
remain in the low-$20 billion range throughout the year despite
the repayment of $3 billion of credit facility borrowings in
April.  The revolver repayment was largely funded using the
company's existing cash balance and was offset slightly by
$300 million in new Department of Energy loans.  However, with the
revolver repayment, Ford's liquidity has been enhanced, as the
company retains the ability to re-borrow the freed-up revolving
credit capacity, and Ford's substantial cash position reduces the
likelihood the company will need to dip into its revolver again in
the near term.  In addition, Ford has managed the growth in its
liabilities through a variety of periodic equity issuances,
although Fitch expects this pace of equity issuance to moderate,
although repayment of the eligible VEBA notes through equity is
expected to continue.

Ford's operating performance has improved markedly in the past
year, but significant balance sheet challenges remain.  Even with
the April debt repayment, Ford's automotive sector continues to
carry $31 billion in debt, a substantial level that will weigh on
the company's financial flexibility for at least several years.
This could be of particular concern in the event of another
industry shock, especially given the relatively lower debt loads
carried by GM and Chrysler following their bankruptcies.  In
addition, the auto industry in general continues to suffer the
effects of overcapacity, and with relatively weak, albeit growing,
sales in the U.S. over the next several years, garnering
sufficient pricing power to raise unit prices significantly will
be difficult.  On top of that, heavy incentive spending, driven
currently by the industry's reaction to Toyota's aggressive
offers, could pressure profitability as well, at least over the
next quarter or so, although thus far it appears Ford has been
able avoid any significant margin pressure from the heavy industry
incentive environment.  Against this continued challenging
backdrop, the global auto industry continues to deal with numerous
regulations put forth by governments around the world targeting
reduced vehicle emissions.  A number of these regulations will
require significant changes in vehicle design and engineering over
the next few years, which will result in increased unit costs that
could place additional pressure on Ford's margins.  The rapid
changes in product technology also require heavy investment in R&D
and capital expenditures by the industry, with negative or highly
uncertain returns on new investments.

The upgrade of Ford Credit and its related subsidiaries reflects
the strong linkage between the ratings of Ford Credit and Ford.
More recently, the financial profile of Ford Credit has been
enhanced by improved access to capital markets on a secured and
unsecured basis, favorable operating performance, stabilization of
portfolio credit metrics, and a solid liquidity profile at the
current rating category.

Fitch has taken these rating actions:

Ford Motor Company

  -- Long-term IDR upgraded to 'B' from 'B-';

  -- Senior secured credit facility upgraded to 'BB/RR1' from 'BB-
     /RR1';

  -- Senior secured term loan upgraded to 'BB/RR1' from 'BB-/RR1';

  -- Senior unsecured upgraded to 'CCC/RR6' from 'CC/RR6'.

Ford Motor Co. Capital Trust II

  -- Subordinated convertible debentures upgraded to 'CC/RR6' from
     'C/RR6'.

Ford Motor Co. of Australia

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Senior unsecured rating withdrawn.

Ford Motor Credit Company LLC

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2';
  -- Commercial paper affirmed at 'B'.

FCE Bank Plc

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2';
  -- Commercial paper affirmed at 'B';
  -- Short-term deposits affirmed at 'B'.

Ford Capital B.V.

  -- Long-term IDR upgradeed to 'B' from 'B-';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2';

  -- Ford Credit Canada Ltd.
  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2';
  -- Commercial paper affirmed at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Short-term IDR affirmed at 'B';
  -- Commercial paper upgraded affirmed at 'B'.

Ford Credit de Mexico, S.A. de C.V.

  -- Long-term IDR upgraded to 'B' from 'B-'.

Ford Credit Co. S.A. de C.V.

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2'.

Ford Motor Credit Co. of New Zealand

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured upgraded to 'BB-/RR2' from 'B+/RR2';
  -- Commercial paper affirmed at 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR affirmed at 'B'.

Ford Holdings, Inc.

  -- Long-term IDR upgraded to 'B' from 'B-';
  -- Senior unsecured upgraded to 'CCC/RR6' from 'CC/RR6'.


FRASER PAPERS: Still Under CCAA, Delays Financials
--------------------------------------------------
Fraser Papers Inc. disclosed that the financial statements for the
year ended December 31, 2009, including the related management
discussion and analysis, and CEO and CFO certifications will not
be filed by April 30, 2010.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act, with its
stay of proceedings having been extended by the court to July 9,
2010.

The Company is working diligently to finalize the accounting for
certain restructuring transactions and anticipates that it will be
in a position to file the Required Documents no later than May 17,
2010.

Until the Required Documents are filed, the Company intends to
provide information in accordance with National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults.

                       About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FREEDOM COMMUNICATIONS: Emerges from Chapter 11
-----------------------------------------------
Freedom Communications has officially emerged from Chapter 11.
Freedom Communications, a national privately owned media company
operating print publications, broadcast television stations and
interactive businesses, announced April 30 that its Plan of
Reorganization, which was confirmed by the U.S. Bankruptcy Court
on March 9, 2010, has become effective The Company successfully
completed its Chapter 11 restructuring in just eight months.

"The achievements of the past eight months are a testament to the
diligence and hard work of all involved, on the part of the
Company as well as our major constituents," said Burl Osborne,
Interim President & CEO.  "I want to express my sincere
appreciation to all of Freedom's associates, who remained focused
on their jobs during this process and whose dedication ensures the
best service for our communities.  I also want to thank our loyal
readers, viewers, customers, advertisers and suppliers for
standing by us. We look forward to continuing these relationships
for many years to come."

"Today's emergence from Chapter 11 marks a new beginning for
Freedom Communications," said James Dunning, Jr., Chairman of the
Board, "With a deleveraged balance sheet and liquidity, this
company is perfectly positioned to pursue strategic initiatives
that will overcome the challenges of today's media environment and
allow Freedom to serve its communities with even greater
innovation and intensity.

"I want especially to recognize Burl Osborne for his leadership,
which was incredibly important in guiding Freedom through the
challenging restructuring process."

Mr. Osborne will continue as Interim President and CEO while the
Board completes its search for a CEO.  At that time Mr. Osborne
will continue as a senior advisor and will remain on the Board.

Freedom also announced today that Mark McEachen, currently Senior
Vice President and Chief Financial Officer and who serves as the
company's Chief Restructuring Officer, has been promoted to the
position of Executive Vice President and Chief Operating Officer.
As Chief Operating Officer, Mr. McEachen will be directly
responsible for all of the Company's newspaper, broadcast and
interactive operations.  He will also continue to serve as Chief
Financial Officer.

As previously announced, the Plan of Reorganization, which was
supported by the Steering Committee of the Company's secured
lenders and the Official Committee of Unsecured Creditors, and
approved by an overwhelming majority of its voting creditors,
eliminates approximately $450 million of debt from Freedom's
balance sheet.

The Chapter 11 petitions were filed on September 1, 2009 in the
U.S. Bankruptcy Court for the District of Delaware, in Wilmington.
The case number is 09-13046.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses. The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment websites complement its print
and broadcast properties.


FRONTIER BANK: Closed; Union Bank N.A. Assumes All Deposits
-----------------------------------------------------------
Frontier Bank of Everett, Wash., was closed on April 30, 2010, by
the Washington Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Union Bank, National Association, of San
Francisco, Calif., to assume all of the deposits of Frontier Bank.

The 51 branches of Frontier Bank will reopen during normal
business hours as branches of Union Bank, N.A.  Depositors of
Frontier Bank will automatically become depositors of Union Bank,
N.A.  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 former Frontier Bank branch until they
receive notice from Union Bank, N.A. that it has completed systems
changes to allow other Union Bank, N.A. branches to process their
accounts as well.

As of Dec. 31, 2009, Frontier Bank had around $3.50 billion in
total assets and $3.13 billion in total deposits.  Union Bank,
N.A. did not pay the FDIC a premium to assume all of the deposits
of Frontier Bank.  In addition to assuming all of the deposits,
Union Bank, N.A. agreed to purchase essentially all of the failed
bank's assets.

The FDIC and Union Bank, N.A., entered into a loss-share
transaction on $3.04 billion of Frontier Bank's assets.  Union
Bank, N.A., 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, 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 1-800-823-4939.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $1.37 billion.  Union Bank, N.A.'s acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Frontier Bank is the 64th FDIC-
insured institution to fail in the nation this year, and the sixth
in Washington.  The last FDIC-insured institution closed in the
state was City Bank, Lynnwood, on April 16, 2010.


FRONTIER FINANCIAL: Incurs Net Loss of $295.1 Million in 2009
-------------------------------------------------------------
Frontier Financial Corporation filed its annual report on Form
10-K, showing a net loss of $295.1 million on net interest income
of $84.1 million for 2009, compared with a net loss of
$89.7 million on net interest income of $166.9 million for 2008.
The decrease in net interest income was primarily attributable to
increases in net loan charge-offs and nonperforming loans placed
on nonaccrual status.

The results for the year ended December 31, 2009, include a
$90.7 million income tax benefit primarily related to newly
enacted legislation that allows banks which had not received
government assistance in the form of TARP, to carryback losses
incurred in 2008 or 2009 for a period of five years.  The Company
expects to receive an income tax refund of roughly $82.4 million
in 2010.

Moss Adams LLP, in Everett, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's operating
losses, its deteriorating capital position, and its Stipulation
and Consent to the Issuance of an Order to Cease and Desist with
the Federal Deposit Insurance Corporation and Washington State
Department of Financial Institutions.

On March 20, 2009, Frontier Bank entered into a Stipulation and
Consent to the Issuance of an Order to Cease and Desist with the
FDIC and the Washington Department of Financial Institutions.  The
regulators alleged that Frontier Bank had engaged in unsafe or
unsound banking practices by operating with inadequate management
and board supervision; engaging in unsatisfactory lending and
collection practices; operating with inadequate capital in
relation to the kind and quality of assets held at Frontier Bank;
operating with an inadequate loan valuation reserve; operating
with a large volume of poor quality loans; operating in a manner
as to produce low earnings and operating with inadequate
provisions for liquidity.  Frontier Bank neither admitted nor
denied the alleged charges.

The Company's balance sheet as of December 31, 2009, showed
$3.595 billion in assets, $3.533 of liabilities, and $61.5 million
of shareholders' equity.

As of December 31, 2009, the Company's allowance for loan losses
increased to $151.3 million, or 5.27% of its total loans of
$2.866 billion, as a result of significant additional provisions
for loan losses and charge-offs in 2009.  This compared to
allowance for loan losses of $112.6 million, or 2.98% of its total
loans of $3.772 billion, at December 31, 2008.  Nonperforming
assets totaled $874.9 million, or 24.34% of total assets at
December 31, 2009, compared to $446.0 million, or 10.87% of total
assets at December 31, 2008

A full-text copy of the financial statements is available at no
charge at http://researcharchives.com/t/s?60fa

A full-text copy of the annual report is available at no charge
at http://researcharchives.com/t/s?60fb

Everett, Wash.-based Frontier Financial Corporation (Nasdaq: FTBK)
-- http://www.frontierbank.com/-- is a financial holding company,
providing financial services through its commercial bank
subsidiary, Frontier Bank, since 1978.  Frontier Bank offers a
wide range of banking and financial services to businesses and
individuals in its market area, including trust, cash management,
and investment and insurance products.  Frontier operates 47
offices in Clallam, Jefferson, King, Kitsap, Pierce, Skagit,
Snohomish, Thurston, Whatcom counties in Washington and 3 offices
in Oregon.


FRONTIER FINANCIAL: CEO Fahey Denies Rumors of Takeover Bid
-----------------------------------------------------------
Patrick M. Fahey, Frontier Financial Corporation's president and
chief executive, said in a press release last week that there is
no basis for the rumor that an investment group called Infinite
Freedom Foundation was in the process of making a bid for the
Company.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?60fc

Everett, Wash.-based Frontier Financial Corporation (Nasdaq: FTBK)
-- http://www.frontierbank.com/-- is a financial holding company,
providing financial services through its commercial bank
subsidiary, Frontier Bank, since 1978.  Frontier Bank offers a
wide range of banking and financial services to businesses and
individuals in its market area, including trust, cash management,
and investment and insurance products.  Frontier operates 47
offices in Clallam, Jefferson, King, Kitsap, Pierce, Skagit,
Snohomish, Thurston, Whatcom counties in Washington and 3 offices
in Oregon.

The Company's balance sheet as of December 31, 2009, showed
$3.595 billion in assets, $3.533 of liabilities, and $61.5 million
of shareholders' equity.

                          *     *     *

Moss Adams LLP, in Everett, Wash., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's operating losses, its deteriorating capital
position, and its Stipulation and Consent to the Issuance of an
Order to Cease and Desist with the Federal Deposit Insurance
Corporation and Washington State Department of Financial
Institutions.


FRONTIER FINANCIAL: Charged of Securities Laws Violations
---------------------------------------------------------
Frontier Financial Corporation disclosed in a regulatory filing
last week that a class action lawsuit has been filed in the U.S.
District Court for the Western District of Washington in Seattle
against the Company and several of its directors and officers,
including Patrick M. Fahey, John J. Dickson, Michael J. Clementz
and Carol E. Wheeler.

The plaintiffs allege that during the class period from July 22,
2008 to March 16, 2010, the Company violated Federal Securities
Laws by issuing materially false and misleading statements
regarding the Company's business and financial results, failing to
disclose the extent of delinquent commercial real estate loans and
construction and land loans, and failing to adequately and timely
record losses for its impaired loans, causing its financial
results and its Tier 1 capital ratio to be materially false.  The
Company, its directors and officers named as defendants believe
that the plaintiffs' allegations are without merit and intend to
vigorously defend this action.

                     About Frontier Financial

Everett, Wash.-based Frontier Financial Corporation (Nasdaq: FTBK)
-- http://www.frontierbank.com/-- is a financial holding company,
providing financial services through its commercial bank
subsidiary, Frontier Bank, since 1978.  Frontier Bank offers a
wide range of banking and financial services to businesses and
individuals in its market area, including trust, cash management,
and investment and insurance products.  Frontier operates 47
offices in Clallam, Jefferson, King, Kitsap, Pierce, Skagit,
Snohomish, Thurston, Whatcom counties in Washington and 3 offices
in Oregon.

The Company's balance sheet as of December 31, 2009, showed
$3.595 billion in assets, $3.533 of liabilities, and $61.5 million
of shareholders' equity.

                          *     *     *

Moss Adams LLP, in Everett, Wash., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's operating losses, its deteriorating capital
position, and its Stipulation and Consent to the Issuance of an
Order to Cease and Desist with the Federal Deposit Insurance
Corporation and Washington State Department of Financial
Institutions.


FX LUXURY: Files Schedules of Assets & Liabilities
--------------------------------------------------
FX Luxury Las Vegas I, LLC, filed with the U.S. Bankruptcy Court
for the District of Nevada its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                    $137,700,000
B. Personal Property                  $1,936,792
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $268,115,868
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $185,767
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $224,266,401
                                     -----------       -----------
      TOTAL                         $139,636,792      $492,568,037


FX LUXURY: Section 341(a) Meeting Scheduled for May 27
------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of FX Luxury
Las Vegas I, LLC's creditors on May 27, 2010, at 2:00 p.m.  The
meeting will be held at 300 Las Vegas Boulevard, South, Room 1500,
Las Vegas, NV 89101.

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.

                   Debtor: No Need for Meeting

The Debtor has asked the Court to stop the holding of 341 meeting.
The Debtor said, "There is no need or basis for convening a
meeting of creditors or equity security holders in this Chapter 11
case because, prior to commencing this case, Debtor solicited
acceptance of the pre-packaged chapter 11 plan of liquidation,
filed with the Court contemporaneously with this Motion. Further,
it is pertinent to establish June 30, 2010 [25 days from
Confirmation Hearing], as the bar date for the filing of priority
proofs of claims."

                     About FX Luxury Las Vegas

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
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.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


FX LUXURY: Taps Sierra Consulting as Financial Advisors
-------------------------------------------------------
FX Luxury Las Vegas I, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the District of Nevada to employ Sierra
Consulting Group, LLC, as financial advisors, effective as of
April 20, 2010.

Sierra Consulting will, among other things:

     (a) assist in preparing any information and data required to
         achieve confirmation of Debtor's Chapter 11 plan of
         liquidation, should a sale of the Debtor's Properties not
         be consummated;

     (b) assist in the preparation of any financial projections or
         budgets;

     (c) assist in the preparation of the liquidation analysis to
         be used for the best interest of creditors test; and

     (d) testify at the Plan confirmation hearing, if necessary.

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

         Principals and Managing Directors             $345
         Directors                                     $295
         Senior Consultants                            $245
         Associates                                    $195

Sierra Consulting has informed the Debtor that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
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.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


FX LUXURY: Wants to Employ Greenberg Traurig as Special Counsel
---------------------------------------------------------------
FX Luxury Las Vegas I, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Greenberg
Traurig, LLP, as special corporate and real estate counsel,
effective as of the Petition Date.

GT will:

     a. advise and represent the Debtor as seller in the proposed
        real estate transaction and any alternative transaction
        and general corporate work, including negotiations with
        prospective purchasers, general real estate transactional
        work, transactional issues associate with a Chapter 11
        plan and closing of any sale transaction;

     b. advise and represent the Debtor in connection with
        negotiations with creditors and other stakeholders related
        to the real estate transaction and any alternative
        transaction;

     c. advise and consult with the Debtor and the Debtor's
        bankruptcy counsel on strategic decisions throughout the
        case; and

     d. attend hearings necessary at the request of the Debtor to
        assist bankruptcy counsel in connection with the issues
        that may arise within the scope of the engagement, but not
        conduct the  case.

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

        Bob L. Olson, Shareholder                $620
        Juan Loumiet, Shareholder                $650
        Micaela Rustia, Associate                $390
        Kara Hendricks, Associate                $390
        Steve Bassin, Associate                  $275
        Patricia M. Kois, Paralegal              $220
        Shareholders                          $335-$900
        Of Counsel/Special Counsel            $350-$900
        Associates                            $250-$565
        Legal Assistants/Paralegals           $100-$310

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

The Debtor is also seeking to retain the law firm of Fox
Rothschild to act as the Debtor's general bankruptcy counsel.  The
Debtor intends to ensure that GT coordinates its efforts carefully
with Fox Rothschild, and the Debtor intends to delineate the
duties of its professionals so as to prevent any needless
duplication of effort.

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
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.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


FX LUXURY: Taps Fox Rothschild as Bankruptcy Counsel
----------------------------------------------------
FX Luxury Las Vegas I, LLC, has asked for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Fox
Rothschild LLP as bankruptcy counsel, effective as of April 21,
2010.

Fox Rothschild will, among other things:

     a. attend meetings and negotiations with other parties-in-
        interest in the Debtor's bankruptcy cases;

     b. take necessary action to protect and preserve the Debtor's
        estate including: the prosecution of actions, the defense
        of any actions taken against the Debtor, negotiations
        concerning all litigation in which the Debtor is involved,
        and objecting to claims filed against the estate which are
        believed to be inaccurate;

     c. negotiate and prepare plan of reorganization, disclosure
        statement and papers and court hearings related thereto;

     d. represent the Debtor in all proceedings before the Court
        or other courts of jurisdiction over this case; including,
        preparing and/or reviewing all motions, answers and orders
        necessary to protect the interests of the Debtor.

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

        Hal L. Baume                         $550
        Deanna L. Forbush                    $400
        Martha B. Chovanes                   $385
        Joseph R. Zapata, Jr.                $400
        Robin I. Solomon                     $235
        Partners                           $340-$675
        Of Counsel/Special Counsel         $310-$600
        Associates                         $220-$400
        Legal Assistants/Paralegals        $85-$260

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

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
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.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


GARY GLAVA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Gary Glava
               Susan Glava
               8438 E. La Senda Drive
               Scottsdale, AZ 85255

Bankruptcy Case No.: 10-12643

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Bill King, Esq.
                  Bill King P.C.
                  7150 E Camelback Rd #444
                  Scottsdale, AZ 85251
                  Tel: (480) 949-7121
                  Fax: (480) 890-0820

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb10-12643.pdf

The petition was signed by Gary Glava and Susan Glava.


GENTIVA HEALTH: S&P Gives Stable Outlook on 'B+' Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Gentiva Health Services Inc. to positive from stable and affirmed
its 'B+' corporate credit rating on the company as a result of
higher episodic revenues from its home health business and growth
in average daily census from its hospice business.  At the same
time, S&P affirmed its 'BB-' issue-level rating on Gentiva's term
loan and revolver.  The recovery rating on these debt issues
remains at '2', indicating S&P's expectation for substantial (70%-
90%) recovery in the event of payment default.

"The ratings on Gentiva continue to reflect its weak business risk
profile as a result of the company's narrow focus in the home care
services business, its significant reliance on Medicare, and the
potential for acquisitions," said Standard & Poor's Credit Analyst
Tahira Wright.  Despite the company's beneficial position as a
leading provider in a highly fragmented industry, ability to grow
organically, and strong liquidity, the rating also incorporates
health reform proposed rate cuts over the next few years, which
could have adverse consequences for the home health care industry.

Gentiva is subject to the risk of operating in the home health
care sector, a single business that generates nearly 90% of its
revenues.  This risk is further highlighted by its payor
concentration; Medicare generates about 73% of the company's total
revenues.  This percentage increased from the low 50% level after
the sale of CareCentrix, a provider of insurance-related services,
in late 2008.  This payor mix concentration underscores S&P's view
that Gentiva faces risks of operating in a business that may
experience significant regulatory and reimbursement change over
the next several years.  For example, the recently passed health
reform bill suggests certain annual payment cuts for home health
care providers beginning in 2011 and significant reform in the
payment methodology to begin in 2014.  The total effect on the
home health industry over 10 years from these proposed changes is
estimated to be near $40 billion.


GRAFTECH INTERNATIONAL: Moody's Rating Unaffected by Seadrift Deal
------------------------------------------------------------------
Moody's Investors Service said GrafTech International's Ba2
Corporate Family Rating and Positive outlook has not changed with
GrafTech's announcement this week that it has entered into
agreements to acquire the remaining 89.1% interest in Seadrift
Coke L.P. that it does not already own and a 100% interest in C/G
Electrodes LLC for an aggregate purchase price of $692 million.

Moody's most recent announcement concerning the ratings for
GrafTech was on April 14, 2010, when GrafTech's new revolver was
rated.

GrafTech International Ltd., headquartered in Parma, Ohio, is a
leading global manufacturer of graphite electrodes, and other
graphite products.  Revenues were $741 million for the twelve
months ended March 31, 2010.


GRAY COMMUNICATIONS: Bank Debt Trades at 2% Off
-----------------------------------------------
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 98.11 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.71 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.


HARRY ROBERTSON: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Harry W. Robertson
               aka Harold Robertson
               Donna K. Robertson
               3696 E Sky Harbor Drive
               Coeur d Alene, ID 83814

Bankruptcy Case No.: 10-20512

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: Stephen Brian McCrea, Esq.
                  P.O. Box 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594
                  E-mail: mccreaecf@cda.twcbc.com

Scheduled Assets: $1,361,741

Scheduled Debts: $2,694,803

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb10-20512.pdf

The petition was signed by Harry W. Robertson and Donna K.
Robertson.


HARVEST OAKS: Section 341(a) Meeting Scheduled for May 26
---------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of Harvest Oaks Drive Associates, LLC's
creditors on May 25, 2010, at 1:00 p.m.   The meeting will be held
at USBA Creditors Meeting Room, Two Hannover Square, Room 610, 434
Fayetteville Street Mall, Raleigh, NC 27601.

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.

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company listed $15,832,000 in assets
and $14,634,161 in debts.


HARVEST OAKS: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Harvest Oaks Drive Associates, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of North Carolina its schedules of
assets and liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                    $15,825,000
B. Personal Property                     $7,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $14,226,703
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $222,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $185,458
                                     -----------       -----------
      TOTAL                          $15,832,000       $14,634,162

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company listed $15,832,000 in assets
and $14,634,161 in debts.


HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 85.31 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.88 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.


HEALTH MANAGEMENT: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates, Inc., is a borrower traded in the secondary market at
96.69 cents-on-the-dollar during the week ended Friday, April 30,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.47 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 Feb. 28, 2014, and
carries Moody's B1 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 Naples, Florida, Health Management Associates,
Inc., owns and operates acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HEARTLAND PUBLICATIONS: Nearly Half of Prior Debt Is Eliminated
---------------------------------------------------------------
Heartland Publications, LLC, was scheduled to emerge from Chapter
11 protection on May 1, after 19 weeks.  The emergence follows the
April 16 confirmation hearing at which no creditors voted against
the company's amended, pre-negotiated Plan of Reorganization.

"The reorganized company is well positioned for success," stated
Michael C. Bush, president and chief executive officer.  "Even
throughout the Chapter 11 process, Heartland's performance has
continued to improve as our dedicated employees have remained
focused on serving our communities and advertisers.  In fact,
Heartland's operating profit for the first quarter of 2010 is up
more than 10 percent over the first quarter of the prior year.
March revenues exceeded revenue year-over-year, and we expect
full-year 2010 to exceed 2009."

The Company's Plan of Reorganization exchanges $70 million of
existing first-lien debt into two term loans of $60 million and
$10 million, respectively, plus an additional $2 million revolving
credit facility.  Equity in the company will be dedicated
primarily to the first-lien lenders, with smaller percentages
reserved for the second-lien claimholders and certain management.
These shares are being distributed immediately and replace any
prior shares, which are cancelled.

The Plan also calls for the payment in full to general, unsecured
claims, which are primarily trade-related claims.  These
disbursements are scheduled to be made within the next two weeks
and completed within 60 days on undisputed claims.  Management of
the company continues as before and Michael Bush will remain a
member of the new five-member board of directors.

With the debt restructuring now completed, management can turn its
attention solidly to the future.  "We continue to enhance our role
in our communities and respond to the requests of our newspapers'
readers and advertisers," Mr. Bush said.  "We are moving forward
with OurCommunity Directories, which provide community specific
telephone listings, important town information and data and
support local charitable giving.  We intend to expand this service
into markets where Heartland does not currently operate
newspapers.  We are also creating community news websites in
communities that are not currently served or are underserved by
any newspaper.  Finally, we will be re-launching our advertising
Stimulus Program with even greater offers for advertisers."

Mr. Bush went on to confirm that "with a stronger balance sheet,
we also intend to pursue growth opportunities through
acquisitions.  Specifically, we will be reviewing opportunities in
communities adjacent to our existing operations."

During the reorganization process, Heartland ensured a high level
of attention to its readers, advertisers and vendor partners.
Reed Brown, CEO of Matchbin Inc., pointed out that "Heartland
Publications has been a very strong partner for Matchbin, and we
are very confident that Heartland will be a very successful
community media company.  Michael Bush and his executive team have
tremendous experience and leadership skills that will be critical
in expanding their content delivery and advertising solutions from
print into the new online, digital, and mobile media platforms."

Brown further noted that Matchbin is working closely with
Heartland's publishers to launch "new digital advertising
solutions for small and medium businesses to help these companies
find new customers and grow their businesses.  These newspapers
provide a very important service to local readers and businesses.
By delivering great content and advertising solutions in each of
their communities, Heartland is positioned for a very bright and
successful future."

Ken Freedman, vice president of sales and marketing for MediaSpan,
a leading provider of software solutions for the publishing
industry, concurred.  "We believe strongly in the continuance and
growth of the publishing space, and companies like Heartland with
their strong leadership and vision are a shining example of what
can be done in today's challenging market.  We look forward to
working with Heartland in the years to come as they continue to
perfect their business model."

One of the company's largest vendors, White Birch Paper Company, a
major newsprint supplier, summed up the position of many vendors:
"We are proud and thankful to be a major supplier to Heartland
Publications," affirmed Leighton Jordan, regional sales manager.

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor had $134.3 million in assets and
$166.2 million in liabilities.


HERTZ CORPORATION: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has taken these rating actions Hertz Corporation:

Hertz Corporation

  -- Issuer Default Rating affirmed at 'BB-';
  -- Senior secured revolving facility affirmed at 'BBB-';
  -- Secured term facility affirmed at 'BBB-';
  -- Letter of credit facility at affirmed at 'BBB-';
  -- Subordinated debt affirmed at 'B';
  -- Senior unsecured debt upgraded to 'BB-' from 'B+'.

The Rating Outlook is revised to Stable from Negative.

The rating affirmation recognizes that the company's operating
trends have stabilized and downward pressure on EBITDA has eased.
Additionally, the affirmation recognizes that the company has made
substantial progress in addressing overall refinancing risk during
the last year via issuance of common stock and debt and the
refinancing of U.S. fleet securitization facilities.

Fitch views the acquisition of Dollar Thrifty positively and
believes the acquisition is a good strategic fit.  It complements
its existing rental car business and will enable it to compete
more effectively in the value oriented leisure segment.  However,
Fitch recognizes that the acquisition does entail obtaining
necessary regulatory approvals and adds near-term integration and
execution risks to its business model.

Furthermore, although the acquisition of Dollar Thrifty represents
a substantial use of existing cash balances, Fitch does not expect
a substantial increase in leverage as a result of the acquisition
and anticipates that Hertz will continue its efforts to reduce
leverage going forward.  Fitch also expects Hertz's near-term
financial performance will improve modestly due to improved rental
car demand and continued efforts to lower costs by optimizing
fleet utilization and operating efficiency.

As part of this action, Fitch upgraded the company's senior
unsecured debt and equalized it with Hertz's Issuer Default
Rating.  This upgrade reflects the overall adequacy of assets
available to repay senior unsecured debt.

Approximately $3.8 billion of debt is affected by this action.


HUNTSMAN ICI: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 96.19 cents-on-the-
dollar during the week ended Friday, April 30, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.56 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 April 23, 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.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.


IESI CORP: S&P Assigns 'BB+' Rating on Credit Facilities
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to IESI Corp.'s (BB+/Stable/--)
proposed amended and restated credit facilities in the amount of
US$950 million, comprising a US$400 million term loan and
US$550 million revolving credit facilities.

S&P rates the facilities 'BBB-' (one notch above the corporate
credit rating on the company), with a recovery rating of '2',
indicating S&P's expectation that lenders would receive
substantial (70%-90%) recovery in a default scenario.

Under terms of the proposed amendments, IESI will extend the
maturity of its senior secured term loan B to 2016 from 2012,
increase the amount drawn to US$400 million from US$195 million,
and extend the maturity of its senior secured revolving credit
facility to 2014 and alter its amount to US$550 million.

IESI is completing the refinancing in conjunction with the
expected closing of the acquisition of Waste Services Inc. (WSI).
The deal will be used to refinance existing debt and WSI debt.

"Although the refinancing will result in increased debt levels,
S&P believes the incremental EBITDA and cash flow generated by the
WSI assets will offset this, and that the company's financial risk
profile will remain within S&P's expectations for the rating,"
said Standard & Poor's credit analyst Jamie Koutsoukis.
"Furthermore, S&P understand that the proposed merger could bring
moderate benefits to IESI-BFC Ltd.'s business risk profile in the
medium term through increased scale, route optimization, increased
internalization, and expansion into Florida," Ms.  Koutsoukis
added.

                           Ratings List

                            IESI Corp.

    Corporate credit rating                      BB+/Stable/--

                          Rating Assigned

        US$400 million term loan                     BBB-
         Recovery rating                             2
        US$550 million revolving credit facilities   BBB-
        Recovery rating                              2


INTERPUBLIC GROUP: S&P Puts 'B+' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on advertising company Interpublic Group
of Cos. Inc., along with all issue-level ratings on the company's
debt, on CreditWatch with positive implications.

"The CreditWatch listing reflects continued improvement in
operating performance in the first quarter of 2010," said Standard
& Poor's credit analyst Heather Goodchild, "as well as recent
actions the company has taken to improve its liquidity position
and reduce debt balances through the cash tender for its
convertible preferred stock."

The company recently amended its credit facility to extend its
maturity to 2013 from 2011, upsize the facility to $650 million
from $335 million, and provide a greater degree of covenant
headroom.  In addition, IPG has announced a cash tender offer for
up to $400 million of its $525 million convertible preferred
stock, which S&P regards as debt.


INTERNATIONAL ALUMINUM: Wins Confirmation of Reorganization Plan
----------------------------------------------------------------
International Aluminum Corporation's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware.

"We have accomplished what we set out to do and are very
enthusiastic about our Company's future outlook," said Dick Almy,
International Aluminum Chief Executive Officer.  "Having
dramatically reduced our financial debt and strengthened our
balance sheet, we are now well-positioned to emerge as a stronger,
more competitive Company, ready for future growth, while
continuing to offer superior products, and outstanding customer
service."

Under the confirmed Plan, the Company's secured indebtedness will
be satisfied through a combination of new equity, new term notes
and a cash payment to its senior lenders.  Moreover, trade vendors
and suppliers will receive full payment of all pre-Chapter 11
claims upon the Company's effective date or in the ordinary course
of business.

The Company expects to emerge from Chapter 11 in May 2010.  Upon
emergence from Chapter 11, the Company will be known as
International Architectural Group LLC (IAG).  The Company's brands
United States Aluminum, Raco Interior Products, International
Window, and International Extrusion will retain their names.
International Architectural Group LLC will continue to manufacture
and sell high-quality aluminum and vinyl products.  Customers,
employees and other valued Company partners will not be affected
by the new corporate structure.

"The formation of IAG marks a new era of our Company's 50 year
history," said Mr. Almy.  "Relieved of any burdensome debt, the
new IAG entity will capitalize on the assets of IAC's success --
state of the art manufacturing, industry-leading products and
dedicated employees to ensure our longevity well into the future."

                   About International Aluminum

International Aluminum is an integrated building products
manufacturer of diversified lines of quality aluminum and vinyl
products.  The Company was first incorporated in California in
1963 as successor to an aluminum fabricating business begun in
1957.  Residential products are fabricated from aluminum and vinyl
into a broad line of horizontal sliding windows, vertical sliding
windows, casement windows, garden windows, bay and bow windows,
special configuration windows, louvre windows, patio doors, and
related products.  Commercial products are fabricated from
aluminum into curtainwalls, window walls, slope glazed systems,
storefront framing, entrance doors and frames, and commercial
operable windows for exterior applications, including storm and
blast resistant applications and office fronts, office partitions,
doors, and frames for interior applications.  The Company is
headquartered in Monterey Park, California and has approximately
1,000 employees. Operations are conducted through 24 facilities
throughout the United States and Canada.


INX INC: Receives Default Waiver Until May 31
---------------------------------------------
INX Inc. received a waiver through May 31, 2010, of default under
Section 7(b) of the Amended and Restated Credit Agreement dated
April 30, 2007, between INX and Castle Pines Capital LLC, whereby
the Company is required to provide CPC with its Annual Report on
Form 10-K no later than 90 days after the last day of each fiscal
year.  Due to the circumstances previously disclosed, the Company
was unable to provide its Annual Report on Form 10-K by March 31,
2010.  The Company is working diligently on this matter and
intends to file its Annual Report on Form 10-K as soon as
practicable.

INX Inc. -- http://www.inxi.com.-- is a leading U.S. provider of
IP network communications and data center solutions for enterprise
organizations. INX offers a suite of advanced technology solutions
focused around the entire life-cycle of enterprise IP network
communications and data center infrastructure.  Service offerings
are centered on the design, implementation and support of network
infrastructure, including routing and switching, wireless,
security, unified communications, and data center solutions such
as storage and server virtualization. Customers include enterprise
organizations such as corporations, as well as federal, state and
local governmental agencies.


J&H HEAVY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J&H Heavy Haul, Inc
        805 W. Maple
        Waterloo, IN 46793

Bankruptcy Case No.: 10-11855

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel Serban, Esq.
                  1016 Standard Federal Plaza
                  200 E Main Street
                  Fort Wayne, IN 46802
                  Tel: (260) 969-5000
                  E-mail: dserban@serbanlaw.com

Scheduled Assets: $56,252

Scheduled Debts: $1,047,148

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb10-11855.pdf

The petition was signed by Gerald Curtis Harman, president.


JOHN STOKES: To Liquidate Assets Under Chapter 7 Proceeding
-----------------------------------------------------------
A federal judge upheld a bankruptcy judge's decision that the
Chapter 11 case of Kalispell radio-station owner John Stokes
should be converted to a Chapter 7 bankruptcy, according to Daily
Inter Lake.


JONES SODA: Engages Peterson Sullivan as FY 2010 Auditors
---------------------------------------------------------
In a regulatory filing Wednesday, Jones Soda Co. disclosed that
the Company has engaged Peterson Sullivan LLP to serve as its
independent auditors for the fiscal year ending December 31, 2010.
Peterson Sullivan replaces Deloitte & Touche LLP which conducted
the audit of the Company's financial statements for the years
ended December 31, 2009, and 2008.  The dismissal of Deloitte and
the appointment of Peterson Sullivan were approved by the Audit
Committee of the Company's Board of Directors.

Deloitte's reports on the Company's consolidated financial
statements for the years ended December 31, 2009, and 2008, did
not contain an adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except for Deloitte's audit report dated
March 31, 2010, which contained an explanatory paragraph that
cited certain conditions that raised substantial doubt about the
Company's ability to continue as a going concern.

The Company says that during the fiscal years ended December 31,
2009, and December 31, 2008, there were no disagreements with
Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements.

                         About Jones Soda

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM), Jones 24C(TM), Jones GABA(R), Whoopass Energy
Drink(R) brands and sells through its distribution network in
markets primarily across North America.

The Company's balance sheet as of December 31, 2009, showed
$13.5 million in assets, $3.4 million of debts, and $10.2 million
of stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2010,
Deloitte & Touche LLP, in Seattle, in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses from operations, negative cash
flows from operating activities, accumulated deficit, significant
uncertainties in the Company's ability to meet their 2010
operating plan, and the need to obtain additional equity or debt
financing, during 2010 or early 2011.


LAGUNA DEVELOPMENT: Fitch Affirms Issuer Rating at 'BB-'
--------------------------------------------------------
Fitch Ratings has affirmed Laguna Development Corporation, NM's
credit ratings:

  -- Issuer rating at 'BB-';
  -- Enterprise revenue bonds, series 2006, at 'BB'.

The Rating Outlook is Stable.  The ratings apply to $83.6 million
of debt outstanding at Dec. 31, 2009.

                         Rating Rationale

The ratings reflect LDC's manageable debt leverage, stable cash
flow generation, lack of liquidity risk and adherence to
conservative management practices that limit the financial
dependence and political interference of LDC's owner, the Pueblo
of Laguna, on the enterprise.  Credit protection provided by LDC's
good level of financial flexibility is offset by business risk
inherent in the credit's limited geographic operating profile.
LDC operates two primary casino locations as well as gas and
convenience store retail outlets, all of which are located along
the I-40 corridor, west of the Albuquerque, NM metro area.  Based
on player's club data provided by management, LDC's smaller
casino, Dancing Eagle, does provide some geographic
diversification in that the property appears to derive a much more
significant portion of its player base from drive-by traffic on I-
40, versus the heavily local market composition at Route 66, LDC's
larger casino property.  The Dancing Eagle Casino property
contributed 10%-11% of LDC's consolidated revenue and EBITDA in
2009.

The ratings consider that LDC is operating in a highly competitive
gaming market; there are five other Native American Pueblos
operating six casinos in what Fitch considers to be the regional
Albuquerque gaming market.  Gaming revenue trends in the
Albuquerque market did perform better than most other regional
markets nationally during the recent economic recession, but all
properties in the market experienced a decline in slot win for the
latest 12 months ended Dec. 31, 2009.  Poor gaming operating
trends contributed to some erosion of LDC's financial metrics in
2009, as revenue, EBITDA, and free cash flow (defined as cash flow
from operations less capital expenditures and transfers to POL),
declined.  Affirmation of the ratings reflects Fitch's belief that
gaming operating trends in the market are unlikely to
significantly deteriorate further, although the current depressed
levels will probably be sustained at least through the remainder
of 2010.  LDC has adequate financial flexibility to weather a
sustained stagnant gaming operating trend, since debt maturities
are manageable, there is significant cushion relative to debt
covenants, and FCF could be supported by lower capital
expenditures.  LDC completed significant capital upgrades and
improvements at its Route 66 in 2008, its Dancing Eagle Casino
properties in 2009, and is in the process of some further capital
improvements at Route 66 in 2010.

Unlike many other local gaming markets in the U.S., which
exhibited negative operating trends beginning in late 2007, the
Albuquerque market exhibited growth based on net slot win through
the first half of 2008.  Since the third quarter of 2008 (Q3'08),
however, slot win trends in the market have been negative, and
although the rate of declines did begin to decelerate in Q3'09 as
year-over-year comparisons became easier, an overall negative
trend persists.  The opening of a hotel at the Route 66 property
in Q4'07 helped generate several consecutive quarters of slot win
growth at LDC's casinos well above the overall market growth rate,
leading to a slight gain in market share for LDC as other
properties began to experience declines in the first half of 2008.

The anniversary of the opening of the Route 66 hotel property in
late 2008 coincided with the opening of the Navajo Nation's Fire
Rock Casino near Gallup, NM.  The Castle Rock property is about an
hour's drive west of Dancing Eagle, and it has had a negative
impact on operating trends at that property.  As a result of these
factors, compounded by the effect of generally weak macroeconomic
conditions in the market, slot win trends at LDC weakened and have
mirrored the broader market since Q1'09.  Slot win for the market
declined 9.1% in 2009, and LDC's properties declined by 9.2%.
Positively, however, LDC did outperform the market in Q4'09, with
slot win declining by 4.7% vs.  a market-wide decline of 6.6%,
which may be indication that LDC's slot win growth will return to
positive territory earlier than the broader market.

              Guidelines For Further Rating Actions

Given the outlook for the foreseeable future, Fitch believes a
change in the ratings is unlikely in the near term.  Based on a
deceleration in the rate of decline in slot win exhibited by the
market beginning in the second half of 2009, Fitch believes the
trend is likely reaching a bottom, but expects slot win will be
sustained at its current low level at least through the remainder
of 2010.  A sustained economic recovery characterized by improved
labor market conditions and lower unemployment will be the
catalyst for a return to positive slot win in the market, and it
is unlikely these trends will gain traction until 2011.  Fitch's
near-term operating scenario for LDC projects flat to slightly
declining revenue and EBITDA for 2010 and 2011.  In this scenario,
credit metrics will improve, since leverage will trend
incrementally downward due to the amortizing principal structure
of the enterprise revenue bonds.

While a downgrade of the rating is unlikely, it could be
precipitated by a sharp increase in debt leverage to a level
approaching 3.5 times, either due to debt financing for a capital
project or severe operational stress having an impact on the
operation -- most likely characterized by a double-dip recession
leading to slot win in the Albuquerque gaming market posting
double-digit declines sustained over several operating quarters.
Until such time as credit market conditions ease for Native
American gaming issuers and there are better opportunities to
obtain external financing, which is unlikely until there is more
clarity with respect to resolution of the four instances of Native
American bond defaults in 2009, Fitch believes LDC will not
undertake any major capital expansion projects.  However, Fitch
believes that future plans could include construction projects
that may be significant in scope, and which will require some
amount of debt financing.

               Financial Performance And Credit Metrics

Revenue, EBITDA and cash from operations for the LTM ended Dec.
31, 2009 decreased from the prior year period.  A large portion of
the revenue decline was attributable to a drop in retail sales,
mostly due to a lower retail price of gasoline.  The EBITDA
decline was mostly driven by a drop in Dancing Eagle's
contribution as that property was significantly affected by the
opening of the Navajo Nation's Castle Rock Casino.  Management
indicates that revenue and EBITDA trends at Dancing Eagle
recovered somewhat in Q1'10, due to the positive impact of capital
refurbishment at the property and expanded food and beverage
offerings as well as the anniversary of the Castle Rock opening
leading to an easier comparison versus the prior year period.
LDC's EBITDA operating margin did expand by 180 basis points (bps)
in 2009, primarily due to a smaller percentage of revenues coming
from lower margin retail sales.  Credit metrics deteriorated
slightly due to the drop in EBITDA; LTM leverage and debt service
coverage ratios were 2.1x and 3.6x at Dec. 31, 2009, respectively,
versus 1.9x and 4.2x at Dec. 31, 2008.  Unless EBITDA declines
continue to be sharp or LDC incurs additional debt, leverage
should decline due to annual principal amortization requirements
of the enterprise revenue bonds.

                     Liquidity And Covenants

The credit's liquidity profile is good.  Cash on LDC's balance
sheet at Dec. 31, 2009, was well in excess of the amount needed
for casino cage cash purposes, there are no significant debt
maturities in the capital structure, and the 2009 FCF margin of 3%
illustrates that the credit generated positive cash even after
transfers to POL (oftentimes, Native American gaming credits
exhibit FCF close to zero after transfers to the tribe).  LDC
adheres to a policy that establishes a formula for transfers to
POL that is sensitive to the level of profits generated by the
enterprise, and allows for LDC to build cash on the balance sheet
to be used to for capital expenditure requirements.  A reduction
in capital expenditure could support FCF in the near term if
stagnant gaming operating trends persist.  LDC completed
significant renovations and upgrades of both the Route 66 and
Dancing Eagle properties in 2009.  Sources of liquidity are
limited to cash on the balance sheet and FCF generation; as is
typical for a smaller tribal gaming credit, LDC does not maintain
access to a source of external committed liquidity in the form of
a bank revolver or the like.

Covenant risk is minimal for LDC.  The primary financial
maintenance covenant in the enterprise revenue bond indenture is
based on compliance with a minimum debt service coverage ratio.
An event of default is occurring if the DSCR falls below 1.5x.
LDC maintains substantial cushion relative to the financial
covenant, based on the bond indenture definitions, the DSCR as of
the LTM ended Dec. 31, 2009, was 3.6x, indicating that EBITDA
would have to decline by 55% from its current level to cause an
event of default.

            Enterprise Revenue Bond Transaction Rating

The 2006 enterprise revenue bonds are term bonds maturing in 2015
and 2021.  The bonds are subject to mandatory monthly sinking fund
payments of principal in an amount sufficient to fully amortize by
maturity, resulting in a level debt service schedule through
maturity.  A 'BB' transaction rating is assigned to the bonds,
which are secured by a lien on the cash flows of LDC.  The bonds
are rated one notch above the issuer rating due to credit
enhancement provided by security covenants included in the legal
documents associated with the transactions.


LANTHEUS MEDICAL: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Lantheus Medical Imaging, Inc., a manufacturer of contrast imaging
agents for medical imaging procedures.  At the same time, Moody's
assigned a B2 rating to the company's new senior unsecured note
offering and an SGL-2 speculative grade liquidity rating.  This is
the first time Moody's has rated Lantheus.  The rating outlook is
stable.

Proceeds from this transaction will be used to pay down Lantheus's
existing holdco and opco debt, as well as a portion of preferred
stock held at the holdco.  The sponsor is redeeming a portion of
the preferreds prior to the company experiencing full recovery.

The B2 CFR reflects Lantheus's heavy reliance on nuclear reactors
for Moly-99 source material, relatively small size with declining
revenues due to generic competition for Cardiolite and the
shutdown of a key nuclear reactor, and high product concentration
risk.  These weaknesses are somewhat offset by the company's
strong position in the highly regulated medical diagnostic imaging
segment, two smaller products with growth potential, and contracts
with key radiopharmacies that provide some top-line stability.
Initial leverage based on current performance is relatively high,
with Debt/EBITDA estimated to be about 3.8 times (including
preferred stock), but the ratings reflect ongoing deleveraging.

The ratings and stable outlook are prospective and reflect Moody's
expectation that the NRU reactor site will come back on line early
in the second half of 2010 and cash flow generation will improve
following breakeven performance in the first quarter (which
included a $7 million inventory build-up for the launch of
Ablavar).  If the reactor is not returned to service within that
timeframe, or if cash flow trends do not improve, the ratings
would likely face pressure.

The SGL-2 rating incorporates the expectation that Lantheus will
be able to maintain good liquidity, supported by internal sources
of cash and an untapped revolver that can fund operating and
capital spending needs.

Ratings assigned:

Lantheus Medical Imaging, Inc.

  -- Corporate Family Rating at B2
  -- PDR at B2
  -- $225 million senior unsecured notes at B2, LGD4, 57%
  -- Speculative grade liquidity rating of SGL-2

Lantheus Medical Imaging Inc. is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc., which, in turn, is a wholly-owned subsidary
of LMI Holdings, Inc.  The Company primarily manufactures products
for cardiovascular diagnostic imaging.


LANTHEUS MEDICAL: S&P Assigns Corporate Credit Rating at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to North Billerica, Mass.-based Lantheus
Medical Imaging Inc.  At the same time, S&P assigned its 'B+'
issue-level rating (the same as the corporate credit rating) to
the company's proposed $225 million of senior unsecured notes due
in 2017.  The recovery rating on the senior unsecured notes is
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of payment default.  The company is also
entering into a $42.5 million revolving credit facility that will
be unrated.  The rating outlook is positive.

"The speculative-grade ratings reflect Lantheus' narrow business
focus in the niche manufacture and distribution of diagnostic
medical imaging agents, product concentration, and revenue and
EBITDA pressure from a key patent expiration," said Standard &
Poor's credit analyst Michael Berrian.  These factors partly are
mitigated by the company's entrenched position, leading market
positions in each product segment, significant barriers to entry,
and the potential for revenue growth.

Lantheus imaging agents are used in nuclear, ultrasound, and
MRI/MRA modalities.  The company has product concentration, with
its three main products accounting for 76% of 2009 revenue.
Cardiolite, used in nuclear myocardial perfusion imaging
procedures accounted for 33% of 2009 revenue; Technelite, a
Molybdenum-technetium based generator used by hospital
radiopharmacies to radiolabel Cardiolite and prepare other
Technetium-99m based radiopharmaceuticals accounted for 31% of
revenue; and DEFINITY, an ultrasound contrast agent accounted for
12% of revenue.  Five other products provide diversity, but only
accounted for about 16% of 2009 revenues.  The company's
internally developed pipeline has prospects that will not provide
additional revenue diversity until at least 2013.


LAUREATE EDUCATION: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
93.21 cents-on-the-dollar during the week ended Friday, April 30,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.51 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 Aug. 17, 2014, and
carries Moody's B1 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.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.


LNR PROPERTY: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which LNR Property Corp.
is a borrower traded in the secondary market at 92.80 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.05 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 July 11, 2011, and carries Moody's Ca
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.

Standard & Poor's placed its ratings on LNR Property Holdings Ltd.
and LNR Property Corp., including the 'CCC' long-term counterparty
credit rating on each, on CreditWatch with negative implications.
"The CreditWatch reflects S&P's concern about LNR's ability to
meet its leverage covenant once that covenant tightens in third-
quarter 2010, in accordance with its senior credit agreement,"
said Standard & Poor's credit analyst Adom Rosengarten.

As of third-quarter 2009 (LNR has not yet released fourth-quarter
financials, having missed the March 30 due date set in the
company's senior credit agreement), LNR reported a total leverage
ratio of 3.96x (relative to a current covenant requirement of less
than 4.5x). This covenant will tighten to 3.5x in third-quarter
2010, which S&P believes is likely to present a considerable
challenge for LNR. The company's tightening liquidity and variable
EBITDA levels could pressure this covenant once it becomes more
restrictive.

LNR Property Corp. -- http://www.lnrproperty.com/-- is a real
estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.


LYONDELL CHEMICAL: Emerges from Chapter 11 Protection
-----------------------------------------------------
LyondellBasell has emerged from Chapter 11 bankruptcy protection.
The company's Plan of Reorganization was confirmed last week by
the United States Bankruptcy Court for the Southern District of
New York with the approval of an overwhelming majority of the
voting creditor classes.

"This marks a new beginning for LyondellBasell. We emerge from
bankruptcy as a stronger, leaner, more competitive company, with
an improved balance sheet and liquidity, intent on making
LyondellBasell the industry leader," said Jim Gallogly, chief
executive officer.  "Our employees have worked diligently for more
than one year to bring us to this point and I extend my
appreciation to each of them for their perseverance. Likewise, I
am grateful to our customers, suppliers and investors for their
unwavering confidence in our company.

"We can now devote our full attention to making LyondellBasell the
best company in our industry, committed to operational excellence,
further improving our competitiveness, and most of all, serving
our customers.  We will continue to develop and deliver the
innovative products and technologies our customer's value,"
Gallogly said.

LyondellBasell has a significantly improved financial position at
emergence, with approximately $5.2 billion of net consolidated
debt and approximately $3 billion of opening liquidity.  As part
of its exit financing, LyondellBasell raised $3.25 billion of
first priority debt as well as $2.8 billion through a rights
offering.  The proceeds from the sale of notes, borrowings under a
term loan, an asset-based lending facility, a new European
securitization facility and the rights offering proceeds were used
to pay and replace certain existing debt and other obligations
including debtor-in-possession credit facilities, an existing
European securitization facility, to make certain other payments,
and to assure adequate liquidity for the company going forward.

LyondellBasell issued approximately 564 million shares of common
stock under its Plan of Reorganization.  This included stock
issued in exchange for allowed claims as well as through a rights
offering.  The company is arranging for the stock to be publicly
traded on the New York Stock Exchange with the goal of being
listed by the third quarter 2010.

A new parent company, LyondellBasell Industries N.V., incorporated
in the Netherlands, is the successor of the former parent company,
LyondellBasell Industries AF S.C.A., a Luxembourg company that is
no longer part of LyondellBasell.  LyondellBasell Industries N.V.
owns and operates substantially the same businesses as the
previous parent company, including subsidiaries that were not
involved in the bankruptcy cases.  LyondellBasell's corporate seat
is Rotterdam, Netherlands, with administrative offices in Houston
and Rotterdam.

                      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: Equistar Proposes Ascend Settlement
------------------------------------------------------
Debtors Equistar Chemicals, LP and Millennium Petrochemicals, Inc.
seek the Court's permission to enter into a comprehensive
settlement agreement with Solutia Inc, Solutia Europe SPRL/BVBA
and Ascend Performance Materials LLC.

The Settlement Agreement resolves disputes regarding Equistar's
chemical manufacturing facility, known as the Chocolate Bayou
Facility, located on a land near Alvin, Texas owned by Ascend and
formerly owned by Solutia.

The salient terms of the Settlement Agreement are:

  (1) Equistar will complete certain actions required under the
      Settlement Agreement at its sole cost and control.  Among
      others, Equistar will commence work to decontaminate the
      Olefins Unit and Hydrocarbons Unit in the Equistar
      Facility.  Equistar will also decontaminate all piping and
      distribution tanks in the Chocolate Bayou Plant.

  (2) The Parties acknowledge that certain equipment, materials
      and other assets located on Equistar's side of the fence
      are not exclusively dedicated to the Equistar Facility and
      are necessary for the continued and uninterrupted
      operation of the Chocolate Bayou Plant or Ascend's
      operations or tenant operations.

  (3) Equistar will make good faith efforts to resolve the
      issues set forth in a Notice of Enforcement signed by
      Texas Commission Environmental Quality and have the NOE
      withdrawn.

  (4) Immediately upon Court approval of the Settlement
      Agreement: (i) Solutia will make a cash payment to
      Equistar of $10 million; and (ii) Solutia will place $7
      million in escrow after the later to occur of (a) 12
      months after the Court approval, or (b) the completion of
      Decontamination of 30 Distribution Tanks.

  (5) The Debtors, Ascend and Solutia agree to mutual releases
      with respect to liability or claims or costs or damages
      arising from claims related to the Equistar Facility, the
      Chocolate Bayou Plant, or the subject matters against each
      party.

  (6) Equistar and MPI will cause to dismiss the adversary
      proceedings they separately initiated against Solutia.
      Similarly, the Debtors will withdraw their Abandonment
      Motion.  Solutia and Ascend will withdraw all
      administrative and unsecured claims filed against the
      Debtors, including Claim Nos. 12501 and 4668.  Solutia and
      Ascend will also withdraw their Administrative Expense
      Motion.  Solutia and Ascend will also withdraw their
      objection to Debtors' Disclosure Statement and Plan
      Objection.  Solutia and Ascend agree not object to the
      Plan unless it is inconsistent with the Settlement
      Agreement.

A full-text copy of the Settlement Agreement is available for free
at: http://bankrupt.com/misc/Lyondell_AscendSettlment.pdf

                      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: Court Enters Ruling on Houston Tax Liability
---------------------------------------------------------------
Bankruptcy Judge Robert Gerber entered on April 19, 2010, a bench
decision on Lyondell Chemical's motion to determine tax liability
at an oil refinery in Houston, Texas owned by Debtor Houston
Refining, LP.

Judge Gerber said the Tax Determination Motion would require
valuing the Refinery with a value in the range of $1 billion to
$1.4 billion.  "But on a matter that involves valuation of an oil
refinery, knowledge of the refining business is likely to be
useful -- a matter where I bring nothing to the table, but a
Texas court very well might," Judge Gerber commented.

Judge Gerber further held that Houston Refining has not
demonstrated that a tax determination by the Court, with appeals
likely ensuing, would provide a more orderly, efficient or prompt
resolution.  Judge Gerber related that his docket is stressed
near the breaking point, in large part because of the matters
already in the Debtors' Chapter 11 cases.  Judge Gerber also
cited several other multi-billion dollar cases on his watch,
which have to compete for judicial time with the Lyondell cases.

Nevertheless, a completed Tax Determination is not likely to be
essential for the Debtors in these chapter 11 cases to confirm a
plan of reorganization, Judge Gerber averred.  Although the full
amount of Harris County Appraisal District's claim exceeds $19
million, the issues here will most likely involve about a $10.6
million swing, Judge Gerber said.  Under Texas law, Houston
Refining may pay the portion of the tax which is not in dispute
and withhold payment of the balance, Judge Gerber added.

Judge Gerber further held that his abstention in the matter would
not result in prejudice to Houston Refining -- as it would, for
one, if Houston Refining is to be without a forum where it could
seek and obtain judicial review of its assessment.  Houston
Refining can still obtain judicial review of its assessment in
Texas, Judge Gerber pointed out.  In addition, Houston Refining
has not alleged nor established, that the Texas courts have acted
or can be expected to act "in a manner which is arbitrary and
capricious, discriminatory, or violative of state or local
statutes or rules," Judge Gerber opined.

For these reasons, Judge Gerber is exercising his abstention
authority under Section 505(a) of the Bankruptcy Code and Section
1334(c)(1) of Title 28 of the U.S. Code.  Judge Gerber, thus,
denied approval of the Tax Determination Motion.

A full-text copy of the Bench Decision is available for free at:

   http://bankrupt.com/misc/Lyondell_Apr19BenchDecision.pdf

                      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: Applies for Indenture of Senior Notes
--------------------------------------------------------
Lyondell Chemical Company filed with the Securities and Exchange
Commission on April 15, 2010, a Form T-3 or an application for
qualification of indentures under the Trust Indenture Act of 1939.

Lyondell's 11% Senior Secured Notes due 2018 up to a maximum
aggregate principal amount of $3.25 billion will be offering under
an indenture to be entered among Lyondell, LyondellBasell
Industries N.V. or New Topco, Wells Fargo Bank, N.A. as trustee.

Lyondell Vice President, Deputy General Counsel and Secretary
Gerald O'Brien, Esq., explains that the holders of certain loans
incurred in the Debtors' Chapter 11 cases as part of the DIP
financing agreements will be offered the Senior Secured Notes in
exchange for their DIP roll-up loans pursuant to the Third Amended
Joint Plan of Reorganization.

The proposed public offering will occur as soon as practicable on
or after the Form T-3 becomes effective, Mr. O'Brien adds.

A full-text copy of the Form T-3 is available for free at:

            http://ResearchArchives.com/t/s?60a7

                      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)


MAGIC BRANDS: Taps Goulston & Storrs as Bankruptcy Counsel
----------------------------------------------------------
Magic Brands, LLC, et al., have asked for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Goulston &
Storrs, P.C., as bankruptcy counsel, nunc pro tunc to the Petition
Date.

G&S will, among other things:

     a. represent the Debtors in connection with negotiating and
        seeking court approval to use of cash collateral and/or
        debtor-in-possession financing and/or exit financing;

     b. attend meetings and negotiate with representatives of any
        statutory committees appointed in the Debtors' Chapter 11
        cases, including all of the legal and administrative
        requirements of operating in Chapter 11;

     c. represent the Debtors in connection with any adversary
        proceedings or automatic stay litigation that may be
        commenced in the Debtors' bankruptcy cases and any other
        action necessary to protect and preserve the Debtors'
        estates; and

     d. advise and represent the Debtors in connection with any
        sale or potential sale of the Debtors' assets or
        businesses, or in connection with any strategic partnering
        or equity infusions.

G&S will be paid based on the hourly rates of its personnel:

        Kitt Sawitsky, Director                $715
        Janice S. Gross, Director              $610
        Douglas B. Rosner, Director            $580
        Christine D. Lynch, Director           $545
        Mary Ellen Welch Rogers, Counsel       $490
        Peter D. Bilowz, Associates            $475
        Vanessa V. Peck, Associates            $360
        Stacey A. Mordas, Legal Assistant      $240
        Directors                           $460-$750
        Counsel                             $460-$750
        Associates                          $320-$495
        Legal Assistants                    $190-$365

The Debtor assures the Court that G&S is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands.  Kurtzman Carson Consultants, LLC, serves as claims and
notice agent.


MAGIC BRANDS: Taps Kurtzman Carson as Claims Agent
--------------------------------------------------
Magic Brands, LLC and its affiliates sought and obtained
authorization from the Hon. Brendan L. Shannon of the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Carson Consultants LLC as claims, notice and balloting agent, nunc
pro tunc to the Petition Date.

KCC will, among other things:

     a. transmit certain notices;

     b. receive, docket, scan, maintain and photocopy claims filed
        against the Debtors;

     c. assist the debtors in the distribution of solicitation
        materials; and

     d. receive, review and tabulate ballots cast in accordance
        with voting procedures approved by the Court.

KCC will be compensated for its services based on its services
agreement with the Debtor.  A copy of the agreement is available
for free at:

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

Albert H. Kass, KCC's Vice President of Corporate Restructuring
Services, assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.


MAGIC BRANDS: Wants Wiley Rein as Special Franchise Counsel
-----------------------------------------------------------
Magic Brands, LLC, et al., have asked for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Wiley Rein
LLP as special franchise counsel, nunc pro tunc to the Petition
Date.

Wiley Rein will advise the Debtors in connection with issues
relating to the Debtors' franchise restaurant business, including
with respect to state franchise law compliance issues and the
Debtors' contractual, rights and obligations arising from the
franchise relationship, one pending litigation matter and other
services as are customary in engagements of this type and as may
be reasonably agreed upon by the Debtors and Wiley Rein.  The
Debtors assure the Court that the services to be rendered by Wiley
Rein won't duplicate the services to be rendered by any other
professionals retained by the Debtors in their bankruptcy cases.

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

          Partners                    $380-$688
          Counsel                     $168-$500
          Associates                  $236-$396
          Paralegals                  $112-$208

Robert A. Smith, a partner at Wiley Rein, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MAGIC BRANDS: Wants to Hire Richards Layton as Co-Counsel
---------------------------------------------------------
Magic Brands, LLC, et al., have sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A., as bankruptcy co-counsel, nunc pro tunc to
the Petition Date.

RL&F will, among other things:

     a. prepare motions, applications, answers, orders, reports,
        and papers in connection with the administration of the
        Debtors' estates;

     b. attend meetings and negotiations with representatives of
        creditors, equity holders, prospective investors or
        acquirers, and other parties-in-interest;

     c. appear before the Court, any appellate courts, and the
        Office of the U.S. Trustee to protect the interests of the
        Debtors; and

     d. pursue approval of confirmation of a plan and approval of
        the corresponding solicitation procedures and disclosure
        statement.

Daniel J. DeFranceschi, a director at RL&F, says that will be paid
based on the hourly rates of its personnel:

        Daniel J. DeFranceschi                 $600
        Drew G. Sloan                          $315
        Julie A. Finocchiaro                   $245
        Rebecca V. Speaker                     $195
        Robyn Sinclair                         $195

Mr. DeFranceschi assures the Court that RL&F is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

By separate application, the Debtors are also seeking to employ
the law firm of Goulston & Storrs, P.C., as co-counsel in the
Debtors' Chapter 11 bankruptcy cases.

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MAGNA ENTERTAINMENT: MID-Backed Plan Became Effective April 30
--------------------------------------------------------------
MI Developments Inc.'s Plan of Reorganization in respect of Magna
Entertainment Corp. and certain of its subsidiaries, jointly
proposed by MEC, MID and the Official Committee of Unsecured
Creditors of MEC has become effective as of 5:01 p.m. Eastern
Daylight Time on April 30, 2010.  The original litigation
settlement, to be implemented by the Plan, was announced by MID on
January 11, 2010.

"With the closing of the bankruptcy process, MID has substantially
enhanced its real estate portfolio," stated Dennis Mills, MID's
Vice-Chairman and Chief Executive Officer.  "Going forward, MID is
determined to work with the racing industry and local regulators
to develop business models that will result in sustainable returns
for each of our racing, gaming and real estate assets."

Under the terms of the Plan, in exchange for the dismissal with
prejudice of the action commenced by the Creditors Committee in
the United States Bankruptcy Court for the District of Delaware
and releases of MID, its affiliates, and all current and former
officers and directors of MID and MEC and their respective
affiliates, the unsecured creditors of MEC will receive
US$89 million in cash plus US$1.5 million as a reimbursement for
certain expenses in connection with the action.

In addition, under the terms of the Plan and in full satisfaction
and release of all MID's claims against MEC and its debtor
subsidiaries, certain assets of MEC have been transferred to MID
as of the effective date, including among other assets, Santa
Anita Park, Golden Gate Fields, Gulfstream Park, The Maryland
Jockey Club, Portland Meadows, AmTote International, Inc., and
XpressBet, Inc.  Certain of these assets remain subject to ongoing
regulatory approval processes.

With respect to the non-real estate related MEC assets that have
been transferred to MID, MID intends to later announce certain
forbearance terms or funding limitations or other restrictions to
be approved by the Special Committee with respect to any future
investments by MID in, or funding to be made by MID in respect of,
such assets.

                      About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARSHALL KRONE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marshall H. Krone
        7757 62nd Way
        Apt B
        Pinellas Park, FL 33781

Bankruptcy Case No.: 10-09930

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Douglas J. Burns, Esq.
                  Douglas J. Burns P.A.
                  2559 Nursery Road, #A
                  Clearwater, FL 33764
                  Tel: (727) 725-2553
                  Fax: (727) 725-9584
                  E-mail: dburns@ij.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 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-09930.pdf

The petition was signed by Marshall H. Krone.


MARTIN PEMSTEIN: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Martin Pemstein
               Diana Pemstein
               2516 Vista Baya
               Newport Beach, CA 92660

Bankruptcy Case No.: 10-15552

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Nancy Knupfer, Esq.
                  Fredman Knupfer Lieberman LLP
                  1875 Century Park East Ste 2200
                  Los Angeles, CA 90067
                  Tel: (310) 284-7330
                  Fax: (310) 284-7352
                  E-mail: nk@fkllawfirm.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15552.pdf

The petition was signed by Martin Pemstein and Diana Pemstein.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 54% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 45.75
cents-on-the-dollar during the week ended Friday, April 30, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.66
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 April 8, 2012.  The bank debt 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.

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.


METROPCS WIRELESS: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which MetroPCS Wireless
is a borrower traded in the secondary market at 97.68 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.49 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 Oct. 11, 2013, 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.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.


MIDDLEBROOK PHARMACEUTICALS: Files for Chapter 11 in Delaware
-------------------------------------------------------------
MiddleBrook Pharmaceuticals, Inc., has filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of
Delaware.  MiddleBrook will continue to manage and operate its
business and assets during the pendency of the bankruptcy case,
subject to the supervision and orders of the Bankruptcy Court and
in accordance with applicable provisions of the United States
Bankruptcy Code.

In conjunction with the filing, MiddleBrook is seeking customary
authority from the Bankruptcy Court that will enable it to
continue operations and deliver products to customers in the
ordinary course of business and without interruption.

"During this process, we remain committed to continuing to promote
MOXATAG through our third party partner's electronic promotion
program and maintaining product availability to our trade
customers," said David Becker, MiddleBrook Executive Vice
President and Chief Financial Officer, and Acting President and
Chief Executive Officer.

The filing of the Petition places an automatic stay that restrains
most actions a creditor could commence or continue against
MiddleBrook and its assets, under applicable bankruptcy law,
without the permission of the Bankruptcy Court.  Stockholders of a
company in Chapter 11 generally receive value only if all claims
of the company's secured and unsecured creditors are fully
satisfied. MiddleBrook is unsure if there will be value available
for distribution to the common stockholders in the bankruptcy
process, and therefore makes no guarantees that such claims will
be satisfied.

                   Probable NASDAQ De-listing

MiddleBrook anticipates it will receive a letter from NASDAQ
notifying it that its common stock will be de-listed from the
NASDAQ Global Market for failure to pay certain fees required by
NASDAQ Listing Rule 5210(d), as well as due to the filing of the
Petition pursuant to NASDAQ's discretionary authority. At this
time, the Company does not intend to appeal the decision and
expects that the Company's common stock will be de-listed.

                 About MiddleBrook Pharmaceuticals

MiddleBrook Pharmaceuticals, Inc. is a pharmaceutical company
focused on commercializing anti-infective products that fulfill
unmet medical needs.  MiddleBrook's proprietary delivery
technology, PULSYS, enables the pulsatile delivery, or delivery in
rapid bursts, of certain drugs.  MiddleBrook currently markets
MOXATAG, the first and only FDA-approved once-daily amoxicillin,
and KEFLEX, the immediate-release brand of cephalexin.


MILLAR WESTERN: S&P Gives Stable Outlook, Affirms 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Edmonton, Alta.-based Millar Western Forest Products Ltd. to
stable from negative.  At the same time, Standard & Poor's
affirmed its 'B-' long-term corporate credit rating on the
company.

"S&P base the outlook revision on its expectations that, with good
pulp market conditions and slowly improving lumber market
conditions, Millar Western's credit metrics will improve to a
level more appropriate for the current rating in 2010," said
Standard & Poor's credit analyst Jatinder Mall.

At the same time, S&P raised the issue-level rating on the
company's senior unsecured notes to 'B-' from 'CCC+'.  S&P also
revised the recovery rating on this debt to '4', indicating its
opinion of an average (30%-50%) recovery in the event of payment
default, from '5' (indicating its expectation for modest [10%-30%]
recovery in a default scenario).

The revision to the issue-level and recovery ratings results from
its analysis using a higher enterprise value in its simulated
default analysis: S&P has valued the company on what S&P considers
to be a "through-the-cycle EBITDA."  S&P believes this more
accurately represents a distressed enterprise value for Millar
Western at default because recent operating earnings indicate that
the company can remain solvent at an earnings level below its
assumed insolvency proxy.

The ratings on Millar Western reflect what S&P view as the
company's vulnerable business risk profile, highlighted by its
participation in the highly cyclical, fragmented, and competitive
pulp and lumber industries; exposure to changes in volatile
exchange rates; limited operating and geographic diversity; and
competition in hardwood pulp from South American producers.  These
weaknesses are partially offset, in its opinion, by the company's
modern, efficient assets, and high degree of fiber and energy
self-sufficiency.  Millar Western's highly leveraged financial
risk profile is categorized by high debt leverage, a heavy
interest burden, and weak operating cash flow.

Millar Western is a small, privately held pulp and lumber
producer.  It operates two sawmills with a combined annual
capacity of 400 million board feet, and one pulp mill with an
annual capacity to produce 300,000 metric tons of bleached chemi-
thermomechanical pulp.  Pulp accounted for 65% of 2009 sales, and
lumber accounted for the remaining 35%.

The stable outlook reflects its view that, based on Standard &
Poor's expectations of good pulp market conditions and slowly
improving lumber market conditions in 2010, Millar Western's
credit metrics will improve to a level more commensurate with the
current rating.  Furthermore, S&P thinks that liquidity will
remain adequate in the near term with a good possibility of
positive free cash flow generation in 2010.  A negative rating
action would likely occur if lower profitability, along with a
weak pulp and lumber market outlook, contributed to EBITDA
interest coverage below 1.3x, which would likely result in
negative free operating cash flow.  A positive rating action would
require either improving profitability or a reduction in debt
contributing to EBITDA interest coverage above 3.0x and debt to
EBITDA below 4.5x on a sustained basis.  The ratings are
constrained to the 'B' category by the company's business risk
profile, including its small market position in the highly
competitive pulp and lumber industries, exposure to volatile pulp
and lumber prices and exchange rates, and limited operating
diversity.


MIRANT CORP: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Mirant Corporation
is a borrower traded in the secondary market at 98.29 cents-on-
the-dollar during the week ended Friday, April 30, 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 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Dec. 30, 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.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

                     About Mirant Corporation

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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


MITEL NETWORKS: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Ottawa, Ont.-based communications equipment provider, Mitel
Networks Corp., including its long-term corporate credit rating to
'B' from 'B-'.  The outlook is stable.  At Jan. 31, 2010, the
company had about US$452 million of reported debt outstanding.

At the same time, S&P raised the issue-level rating on the
company's US$330 million first-lien facilities due 2014, including
a US$30 million operating revolver, two notches to 'BB-' from 'B'
reflecting the combination of a higher corporate credit rating and
revised recovery ratings.  S&P also revised the recovery rating on
the first-lien debt to '1', reflecting its expectation of a very
high (90%-100%) recovery in the event of payment default, from '2'
(reflecting its expectation of substantial [70%-90%] recovery in a
default scenario).  This follows the first-lien debt reduction.
In addition, S&P raised the issue-level rating on the company's
US$130 million second-lien bank facility to 'CCC+' from 'CCC'.
The recovery rating on this facility is unchanged at '6',
indicating that lenders expect negligible (0%-10%) recovery in the
event of payment default.

"The upgrade follows the completion of Mitel's initial public
offering of its shares on April 27, 2010, for gross proceeds of
about US$150 million," said Standard & Poor's credit analyst
Madhav Hari.

Proceeds from the initial public offering will reduce adjusted
debt by about 31% and meaningfully improve the company's financial
flexibility.

The IPO should allow Mitel to deleverage its balance sheet and at
the same time meaningfully improve its financial flexibility.
Specifically, S&P expects the company to use about US$100 million
of the US$147 million gross proceeds from the IPO to repay its
first-lien bank facilities, including the full repayment of its
US$30 million operating revolver and a US$70 million reduction of
the company's US$300 million first-lien term loan, of which about
US$288 million was outstanding at Jan. 31, 2010.  The company is
also converting its US$285 million preferred shares outstanding
into common equity.  Standard & Poor's has historically treated
these securities as equity hybrids, given only 50% equity credit
for analytical ratio calculation purposes.

The ratings on Mitel reflect what Standard & Poor's considers the
company's vulnerable business risk profile given weaker prospects
of revenue growth in the near term, as weak economies
(particularly in the U.S. market) lead business customers to defer
telecom equipment purchases; the company's focus on the small and
midsize business telephony market whereby growth is tempered by
still-weak credit conditions; strong competition from large
industry players; and Mitel's historically weak revenue growth
performance.  The ratings also reflect an aggressive financial
risk profile characterized by it still-high pro forma debt
leverage and correspondingly weak credit protection measures,
which S&P does not expect to improve meaningfully in the near
term.

Mitel is a leading supplier of voice communication equipment and
services to SMB customers in 90 countries.  Products the company
offers include a line of traditional time division multiplexing-
based and next generation IP-based telephones, PBX hardware, and
integrated software applications.  Reported revenue and normalized
EBITDA for the 12 months ended Jan. 31, 2010, excluding one-time
items, were US$655 million and about US$86 million, respectively.

The stable outlook reflects its view that Mitel should be able to
sustain its improved credit metrics in the near term given revenue
stabilization and improving end-market conditions.  Given its
concerns about the company's business risk profile and the
potential for growth from acquisitions (which could involve the
assumption of additional debt) S&P is less likely to consider
raising its ratings on Mitel in the near term.  S&P could consider
a downgrade should Mitel's liquidity weaken materially from
current levels likely owing to a substantially debt-funded
acquisition or reduced headroom under the company's net debt
leverage covenant, which steps down to 2.9x at the end of April
2012.


MONEYGRAM INT'L: Makes $30 Million Debt Prepayment
--------------------------------------------------
MoneyGram International has made an optional $30 million
prepayment on its tranche B term loan under the senior secured
credit facility.  The loan payment was made April 20, 2010.

"We take the repayment of debt seriously and are focused on
ensuring we continue to strengthen our capital structure," said
Pamela H. Patsley, chairman and CEO.  "We look forward to making
strong headway in reducing the company's total outstanding debt
obligation this year."

Including this latest payment, MoneyGram will have paid
$217 million toward its outstanding debt obligation since the
recapitalization.  This represents a 22% decrease in the company's
total outstanding debt since January 1, 2009.

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


MONEYGRAM INT'L: Annual Stockholders' Meeting Set for May 26
------------------------------------------------------------
The Annual Meeting of Stockholders of MoneyGram International,
Inc., will be held at 8:30 a.m. Central Time on May 26, 2010, in
the Industry 1 Room of the W Hotel, located at 2440 Victory Park
Lane, in Dallas, Texas, for these purposes:

     1. To elect nine directors to serve one-year terms;

     2. To ratify the appointment of Deloitte & Touche LLP as the
        Company's independent registered public accounting firm
        for 2010;

     3. To amend the MoneyGram International, Inc. 2005 Omnibus
        Incentive Plan; and

     4. To act upon any other matters that may properly come
        before the meeting and any adjournments.

Only stockholders of record of common stock and Series B
Participating Convertible Preferred Stock at the close of business
on April 16, 2010, are entitled to receive this notice and to vote
at the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?610a

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


NES RENTALS: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Chicago-based NES Rentals Holdings Inc. to 'B'
from 'B-'.  At the same time, S&P raised the issue-level rating on
the company's remaining second-lien term loan due 2013 to 'CCC+'
from 'CCC'.

S&P also affirmed the 'CCC+' issue-level rating to the company's
new $150 million senior secured second-lien notes due 2015.  The
recovery rating on the company's second-lien debt is '6',
indicating S&P's expectation of negligible (0%-10%) recovery under
a payment default scenario.

The CreditWatch removal follows the company's completion of its
$150 million senior secured second-lien notes issuance, the
extension and amendment on its existing asset-backed loan (ABL)
revolving credit facility, and the amendment of its second-lien
term loan, which includes the elimination of financial covenants.
The company used the proceeds of the note issuance to repay about
$150 million of its existing second-lien term loan, which had
limited covenant headroom.

"S&P believes the refinancing and the amendments of the revolving
credit facility and the second-lien term loan improved NES
Rentals' liquidity position and debt maturity profile," said
Standard & Poor's credit analyst Helena Song.


NEW CENTURY COS: Changes Name to U.S. Aerospace
-----------------------------------------------
New Century Companies, Inc., has changed its name to U.S.
Aerospace, Inc., to better reflect the ongoing business operations
of the company.  The Company's corporate ticker symbol has changed
from "NCNC" to "USAE" effective at the opening of the market on
April 27, 2010.

"U.S. Aerospace will be ramping up our efforts to secure more
military and commercial aviation contracts by submitting responses
to numerous Requests For Proposals," said Jerrold S. Pressman,
Chairman of the Board.  "Our new name is appropriate to reflect
the aerospace industry focus of our new business model that will
drive revenues and shareholder value going forward. We are excited
about the direction of the Company and look forward to leveraging
our strengths in not only expanding services for existing clients
but also capturing new aerospace business."

The Company filed with the Secretary of State of the State of
Delaware a certificate of ownership effective April 19, 2010, to
amend its certificate of incorporation.

                       About U.S. Aerospace

U.S. Aerospace, Inc. (OTCBB: USAE) -- http://www.USAerospace.com/
-- is an aerospace and defense contractor based in Southern
California.  U.S. Aerospace is an emerging world-class supplier to
the U.S. Department of Defense, U.S. Air Force, Lockheed Martin
Corporation (NYSE: LMT), The Boeing Company (NYSE: BA), L-3
Communications Holdings, Inc. (NYSE: LLL), the Middle River
Aircraft Systems subsidiary of General Electric Company (NYSE:
GE), and other aerospace companies, commercial aircraft
manufacturers and prime defense contractors.  The Company supplies
aircraft assemblies, structural components and highly-engineered,
precision-machined details for commercial and military aircraft.
It is also a leading manufacturer and re-manufacturer of
specialized aircraft machining tools, including vertical boring
mills and large Vertical Turning Centers used to manufacture the
largest jet engines, airplane landing gear, and other precision
components.  U.S. Aerospace has offices and production facilities
in Santa Fe Springs and Rancho Cucamonga, California.

At December 31, 2009, the Company had total assets of $5,443,348
against total liabilities, all current, of $10,167,691, resulting
in stockholders' deficit of $4,724,343.  As of December 31, 2009,
the Company has an operating loss of $2,441,821, an accumulated
deficit of $26,839,000, working capital deficit of $9,491,000 and
had events of default on its debt with CAMOFI Master LDC and
CAMHZN Master LDC.

In its April 15, 2010 report, KMJ Corbin & Company LLP in Costa
Mesa, California, raised substantial doubt about the Company's
ability to continue as a going concern.

In its annual report on Form 10-K, the Company intends to fund
operations through anticipated increased sales which management
believes may be insufficient to fund its capital expenditures,
working capital and other cash requirements for the year ending
December 31, 2009.  Therefore, the Company will be required to
seek additional funds to finance its long-term operations in the
form of debt and equity financing which the Company believes is
available to it.  The successful outcome of future activities
cannot be determined at this time and there is no assurance that
if achieved, the Company will have sufficient funds to execute its
intended business plan or generate positive operating results.


NRG ENERGY: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy, Inc.,
is a borrower traded in the secondary market at 97.98 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.67 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 Feb. 1, 2013, and carries Moody's Baa3 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 Princeton, NRG Energy, Inc., owns approximately
24,000 megawatts of generating facilities, primarily in Texas and
the northeast, south central and western regions of the US.  NRG
also owns generating facilities in Australia and Germany.


NORANDA ALUMINUM: Board OKs Amendment to 2007 Incentive Plan
------------------------------------------------------------
Gail E. Lehman, General Counsel and Corporate Secretary at
Noranda Aluminum Holding Corporation, disclosed that on April 16,
2010, the Company's Board of Directors approved an amendment and
restatement of the Company's 2007 Long-Term Incentive Plan.  The
amended plan generally maintains the same terms as the pre-
amendment version of the plan, except that it allows the
Compensation Committee of the Company's Board of Directors to
authorize without stockholder approval certain stock option and
stock appreciation right repricings and certain award exchanges.

On April 16, 2010, the Company's Board also approved a two-for-one
split of the Company's outstanding shares of Common Stock to be
effected in the form of a stock dividend.  Stockholders of record
at the close of business on April 19, 2010, were issued one
additional share of Common Stock for each share owned by such
stockholder as of that date.  The additional shares were issued on
April 20, 2010.  The stock split increased the number of shares of
Common Stock outstanding from approximately 22 million to
approximately 44 million.

Effective upon the time of the stock split, the number of shares
reserved for issuance under the 2007 Plan was adjusted to
3.8 million shares from 1.9 million shares.

                      About Noranda Aluminum

Franklin, Tennessee-based Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals -- or
upstream business -- produce primary aluminum.  The rolling mills
-- or downstream business -- are one of the largest foil producers
in North America and a major producer of light gauge sheet
products.  Noranda Aluminum Holding Corporation is a private
company owned by affiliates of Apollo Management, L.P.

At December 31, 2009, the Company had total assets of
$1.697 billion against total current liabilities of
$166.851 million; long-term debt, net of $944.166 million, pension
and OPEB liabilities of $106.393 million, other long-term
liabilities of $55.632 million, deferred tax liabilities of
$330.382 million, and common stock subject to redemption of
$2.000 million.  At December 31, 2009, the Company had
stockholders' equity of $86.164 million.

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. and its subsidiary,
Noranda Aluminum Acquisition Corp. to 'B-' from 'CCC+'.

The TCR said on January 27, 2010, that Moody's Investors Service
upgraded Noranda Aluminum Holding Corporation's Corporate Family
Rating and Probability of Default Rating to B3 from Caa1.


NORANDA ALUMINUM: Adjusts Reportable Segments Amid Integration
--------------------------------------------------------------
Robert B. Mahoney, Chief Financial Officer of Noranda Aluminum
Holding Corporation, disclosed on April 26, 2010, that during
first quarter 2010, in connection with continued integration
activities of the Company's alumina refinery in Gramercy,
Louisiana, and its bauxite mining operations in St. Ann, Jamaica,
the Company has changed the composition of its reportable
segments.  Those integration activities included a re-evaluation
of the financial information provided to the Company's Chief
Operating Decision Maker, as that term is defined in US GAAP.
The Company became the sole owner of Gramercy and St. Ann on
August 31, 2009.

The Company previously reported three segments: upstream,
downstream, and corporate.  The Company has now identified five
reportable segments, with the components previously comprising
upstream now representing three segments: primary aluminum
products, alumina refining, and bauxite.  The downstream segment
will be referred to as the flat rolled products segment.  The
corporate segment is unchanged.

The Company has filed with the Securities and Exchange Commission
information to provide investors with the 2009 audited financial
statements adjusted for the retrospective application of the
change in segment composition.  The segment changes had no impact
on the Company's historical consolidated financial position,
results of operations or cash flows.  The retrospectively adjusted
financial statements do not represent a restatement of previously
issued financial statements.

The Company also has filed information to provide unaudited
financial information for Gramercy Alumina LLC pursuant to SX Rule
3-09(b).

A full-text copy of the Management's Discussion and Analysis of
Financial Condition and Results of Operations is available at no
charge at http://ResearchArchives.com/t/s?6107

A full-text copy of the Company's Financial Statements is
available at no charge at http://ResearchArchives.com/t/s?6108

                      About Noranda Aluminum

Franklin, Tennessee-based Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals -- or
upstream business -- produce primary aluminum.  The rolling mills
-- or downstream business -- are one of the largest foil producers
in North America and a major producer of light gauge sheet
products.  Noranda Aluminum Holding Corporation is a private
company owned by affiliates of Apollo Management, L.P.

At December 31, 2009, the Company had total assets of
$1.697 billion against total current liabilities of
$166.851 million; long-term debt, net of $944.166 million, pension
and OPEB liabilities of $106.393 million, other long-term
liabilities of $55.632 million, deferred tax liabilities of
$330.382 million, and common stock subject to redemption of
$2.000 million.  At December 31, 2009, the Company had
stockholders' equity of $86.164 million.

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. and its subsidiary,
Noranda Aluminum Acquisition Corp. to 'B-' from 'CCC+'.

The TCR said on January 27, 2010, that Moody's Investors Service
upgraded Noranda Aluminum Holding Corporation's Corporate Family
Rating and Probability of Default Rating to B3 from Caa1.


NORANDA ALUMINUM: Delays Planned IPO of 19.16 Million Shares
------------------------------------------------------------
Noranda Aluminum Holding Corporation has filed with the Securities
and Exchange Commission Amendment No. 6 to Form S-1 Registration
Statement under the Securities Act of 1933 to delay a planned
initial public offering of 19,166,666 shares of the Company's
common stock.  The Company is eyeing to raise $306,666,666 by
selling the shares at $16 apiece.  The shares registered by the
Company include 2,500,000 shares that may be purchased by the
underwriters to cover over-allotments, if any.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. Incorporated, Credit Suisse Securities (USA) LLC, Goldman,
Sachs & Co. and UBS Securities LLC are acting as representatives
of each of the underwriters.  The underwriters are:

     * Merrill Lynch, Pierce, Fenner & Smith Incorporated;
     * Morgan Stanley & Co. Incorporated;
     * Credit Suisse Securities (USA) LLC;
     * Goldman, Sachs & Co.;
     * UBS Securities LLC;
     * Citigroup Global Markets Inc.;
     * Moelis & Company LLC;
     * Davenport & Company LLC;
     * RBC Capital Markets Corporation; and
     * The Williams Capital Group, L.P.

A full-text copy of the Company's Amendment No. 6 is available at
no charge at http://ResearchArchives.com/t/s?6109

                      About Noranda Aluminum

Franklin, Tennessee-based Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals -- or
upstream business -- produce primary aluminum.  The rolling mills
-- or downstream business -- are one of the largest foil producers
in North America and a major producer of light gauge sheet
products.  Noranda Aluminum Holding Corporation is a private
company owned by affiliates of Apollo Management, L.P.

At December 31, 2009, the Company had total assets of
$1.697 billion against total current liabilities of
$166.851 million; long-term debt, net of $944.166 million, pension
and OPEB liabilities of $106.393 million, other long-term
liabilities of $55.632 million, deferred tax liabilities of
$330.382 million, and common stock subject to redemption of
$2.000 million.  At December 31, 2009, the Company had
stockholders' equity of $86.164 million.

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. and its subsidiary,
Noranda Aluminum Acquisition Corp. to 'B-' from 'CCC+'.

The TCR said on January 27, 2010, that Moody's Investors Service
upgraded Noranda Aluminum Holding Corporation's Corporate Family
Rating and Probability of Default Rating to B3 from Caa1.


NORANDA ALUMINUM: Moody's Reviews 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Noranda Aluminum
Holding Corporation (B3 Corporate Family Rating) and its wholly
owned subsidiary Noranda Aluminum Acquisition Corporation under
review for possible upgrade.

The review for possible upgrade stems from improvement in
Noranda's operating performance as the New Madrid smelter has
resumed full production as of the end of the quarter ended
March 31, 2010, and the company is evidencing solid earnings
generation from its 100% ownership of the Gramercy alumina
refinery and its 50% ownership in the St. Ann bauxite mine in
Jamaica.  Preliminary indications are that primary aluminum
production for the quarter ended March 31, 2010 was approximately
510 million pounds, an improvement of 75% over the comparable
quarter in 2009 while EBITDA was in the mid-$50 million range.
The company's continued reduction in debt over the quarter is also
a contributing factor in the review.  The review is also prompted
by the company's intention to do an IPO, issuing roughly
16.7 million shares with net proceeds estimated in the
$230 million range -- such proceeds to be used for further debt
reduction.

The review will focus on the level of sustainable EBITDA in
Noranda's primary and downstream business, its cost position, and
its cash generating ability.  Further aspects of the review will
include the likely capital structure following completion of the
IPO, the company's strategic growth plans and capital
expenditures, as well as its financial policies.

Moody's last rating action on Noranda was on January 25, 2010,
when all ratings were upgraded (Noranda Aluminum Holding
Corporation CFR to B3 from Caa1).

Headquartered in Franklin, Tennessee, Noranda, generated revenues
of $770 million in 2009.  It operates in two business segments:
primary aluminum and downstream.


NORTEL NETWORKS: Next Rule 2015.3 Report Due June 15
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Nortel
Networks Inc. and its units until June 15, 2010, to file their
next report of entities in which they hold majority stake.

Under Rule 2015.3 of the Federal Rules of Bankruptcy Procedures,
a debtor under Chapter 11 is required to file periodic financial
reports of the value, operations and profitability of entities
where that debtor holds a substantial or controlling interest.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Receives Nod to Establish NNL Trust
----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors received from the
U.S. Bankruptcy Court for the District of Delaware approval of
their agreements with Canada-based Nortel Networks Ltd. in
relation to the formation of a trust.

The agreements, which include an indenture and a side agreement,
authorize the creation of a trust to indemnify individuals who
will serve as directors, officers or agents of NNI's and NNL's
non-debtor subsidiaries that will participate in the global sale
of Nortel's businesses to third party buyers.

Pursuant to the terms of the proposed Indenture, each person who
will serve as director, officer or agent of the Nortel
subsidiaries will be indemnified by the Trust for any claim and
will be released from any liability in connection with his
services.  He will also be entitled to coverage under the
insurance policy offered by the Nortel subsidiaries for those
positions.  The Indenture also requires NNI and NNL to each
contribute $17.5 million to the Trust.

The Trust is to be administered by John Evans, a former partner
at the Canada-based law firm, Osler Hoskin & Harcourt LLP.

The Side Agreement, on the other hand, will allow NNI and NNL to
recover a portion of the net amounts they will contribute for the
creation of the Trust from other Nortel units that will benefit
from the sales.

Full-text copies of the Agreements are available for free at:

      http://bankrupt.com/misc/Nortel_IndentureNNL.pdf
  http://bankrupt.com/misc/Nortel_SideAgreementNNL.pdf

In connection with the Agreements, the Debtors seek Court
approval to file under seal some portions of the Indenture that
contain confidential information.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Seeks Nod of Employment Contract with Riedel
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court to approve an employment agreement they entered
into with George Riedel as chief strategy officer and president
for business units of Nortel.

Mr. Riedel has served as CSO of Nortel since February 2006, and
was anticipated to leave the company on March 31, 2010.  However,
he was offered continued employment in light of the remaining
work to be done in Nortel, including the completion of the sale
of the Carrier VoIP and Application Solutions business.

Under the Employment Agreement, Mr. Riedel's new position will be
that of Chief Strategy Officer and President for Business Units.
In this capacity, he will report directly to the Boards of
Directors of Canada-based Nortel Networks Corp. and Nortel
Networks Ltd., Ernst & Young Inc. and NNI's principal officer.

Teams overseeing Nortel's CVAS business, Multi-Service Switch
business and the LG-Nortel Co. Ltd. joint venture as well as the
intellectual property team will report to Mr. Riedel.

Pursuant to the Employment Agreement, Mr. Riedel will be paid a
base salary of $600,000.  As a participant in the Nortel Networks
Ltd. Annual Incentive Plan, Mr. Riedel's annual AIP target award
will be 100% of his base salary.  Mr. Riedel will also be
eligible to receive a special incentive payment of up to
$3.47 million.

Mr. Riedel's employment will terminate on January 1, 2011.  It
may be extended though upon agreement with NNI's principal
officer and Ernst & Young.

As part of the Riedel Employment Agreement, the Debtors also
propose to entitle Mr. Riedel to an award under the Key Executive
Incentive Plan upon achievement of the "third milestone," which
refers to a confirmation by the Bankruptcy Court of NNI's plan of
reorganization or a confirmation by the Ontario Superior Court of
Justice of NNC's plan of restructuring or arrangement.

The Bankruptcy Court will hold a hearing on May 5, 2010, to
consider approval of the Riedel Employment Agreement.  Deadline
for filing objections is April 28.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Wins OK for Grant Thornton as Arbitrator
---------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors received the
Court's permission to employ Grant Thornton LLP as arbitrator in
connection with the sale of their Optical Networking and Carrier
Ethernet business.

As arbitrator, Grant Thornton is tasked to resolve any dispute
that may ensue between Nortel entities and the buyer, Ciena
Corporation, in connection with the transition services that will
be provided by Nortel to facilitate the orderly completion of the
sale and its transition to the buyer.

Erik Lioy, a partner at the Forensic, Investigative & Litigation
Services group of Grant Thornton, was designated to facilitate
the arbitration.

Grant Thornton is an accounting and business advisory firm that
provides information technology services.  The U.S.-based firm is
a member of Grant Thornton International Ltd.

Grant Thornton will be paid a $100,000 flat fee for its services
and will be reimbursed for its necessary and reasonable expenses.
The firm's professionals and their hourly rates are:

   Professionals                   Hourly Rates
   -------------                   ------------
   Partners                         $525
   Managers/Senior Managers         $350 to 475
   Associates/Senior Associates     $175 to 325
   Paraprofessionals                $100

Mr. Lioy assures the Court that Grant Thornton does not have
interests adverse to the interest of the Debtors' estates,
creditors and equity security holders, and that it is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


OPTI CANADA: Explores Options to Improve Shareholder Value
----------------------------------------------------------
OPTI Canada Inc. said it has initiated a process to explore
strategic alternatives for enhancing shareholder value.  OPTI
Canada explained the process is designed to assess a range of
strategic alternatives that may include capital markets
opportunities, restructuring the current credit facility, asset
divestitures, or a corporate sale, merger or other business
combination.  A primary objective of this process is to reduce
OPTI Canada's overall leverage and position the Company for future
phase development.  If a transaction is completed in 2010, OPTI
Canada said it would be expected to have a material impact on the
Company's liquidity and capital resources.  There can be no
assurance that any transaction will occur or, if a transaction is
undertaken, as to its terms or timing.

OPTI Canada on April 29 reported financial and operating results
for the quarter ended March 31, 2010.  The Company reported a net
loss of C$50 million for the 2010 first quarter from a net loss of
C$97 million for the year ago quarter.  Revenue, net of royalties,
were C$50 million for the 2010 first quarter from C$29 million for
the 2009 first quarter.

At March 31, 2010, the Company had C$3.771 billion in total assets
against C$2.510 billion in total liabilities, resulting in
stockholders' equity of C$1.261 billion.  At March 31, 2010, the
Company had C$462 million of financial resources, consisting of
C$272 million of cash on hand and a C$190 million undrawn
revolving credit facility.  The Company's cash and cash
equivalents are invested exclusively in money market instruments
issued by major Canadian banks.  The Company's long-term debt
consists of US$1.750 billion of Secured Notes and US$425 million
First Lien Notes and a C$190 million undrawn revolving credit
facility.

During the first quarter of 2010, the Company used its existing
cash to fund its capital expenditures and operational activities.
In the remainder of 2010, the Company's primary sources of funding
include its existing cash and undrawn revolving credit facility.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6104

A full-text copy of the Company's interim financial statements is
available at no charge at http://ResearchArchives.com/t/s?6102

A full-text copy of the management's discussion and analysis is
available at no charge at http://ResearchArchives.com/t/s?6103

OPTI said in a separate release that continued ramp up of steam
injection and bitumen production rates remained the focus of its
operations at the Long Lake Project in the first quarter of 2010.

A full-text copy of the Company's project update is available at
no charge at http://ResearchArchives.com/t/s?6105

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

OPTI continues to carry Moody's Caa2 corporate rating and Standard
& Poor's B- corporate rating.


OPTI CANADA: Six Nominees Elected to Board of Directors
-------------------------------------------------------
OPTI Canada Inc. disclosed that at the annual meeting of the
Company's shareholders held on April 29, 2010, in Calgary,
Alberta, the shareholders elected six nominees as directors of the
Company to hold office until the next annual meeting:

     * Ian W. Delaney;
     * Charles L. Dunlap;
     * Edythe (Dee) Marcoux;
     * Christopher Slubicki;
     * James M. Stanford; and
     * Bruce Waterman

The Company also said PricewaterhouseCoopers LLP, Chartered
Accountants, was appointed as the Company's independent
accountants to hold office until the close of the next annual
meeting at such remuneration as may be fixed by the Company's
directors.

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

OPTI continues to carry Moody's Caa2 corporate rating and Standard
& Poor's B- corporate rating.


OSI RESTAURANT: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
90.20 cents-on-the-dollar during the week ended Friday, April 30,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
2.21 percentage points from the previous week, The Journal
relates.  The Company pays 225basis 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.


PACIFIC CAPITAL: Moody's Puts Long-Term Ratings on Review
---------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Pacific
Capital Bancorp and Pacific Capital Bank, N.A., on review for
possible upgrade.  The holding company has a long-term issuer
rating of C.  The bank is rated E for bank financial strength,
Caa1 for long-term deposits, and C for long-term other senior
obligations.  The Not Prime short-term ratings of the bank were
affirmed.

The review follows Pacific Capital's announcement that it has
entered into an agreement with SB Acquisition Company LLC, a
subsidiary of Ford Financial Fund, L.P., to receive an equity
investment of $500 million.  This investment is contingent upon
certain transactions, which in Moody's view creates substantial
uncertainty regarding completion of the investment.  The
conditions of the investment are 1) conversion of outstanding TARP
preferred stock and warrants to common equity and 2) the
completion of a tender offer for most of the company's trust
preferred and subordinated debt securities at a deep discount to
par.  If contingencies are met and the capital infusion is
completed, Pacific Capital Bank should have capital ratios in
excess of the guidelines set by its regulator and the well-
capitalized minimums.  Given the current low rating level, if the
capital infusion is successful in restoring ratios to healthier
levels, the long-term ratings may be upgraded.

The review will focus on Pacific Capital's ability to complete
this transaction.  Moody's expects that the exchange and tender
offer will take some time to complete.  Therefore, the ratings
review will likely exceed Moody's typical 90 day period.  During
the review period, Moody's will also evaluate how this investment
will influence the strategic direction and franchise of the
company.

The last rating action was on March 15, 2010, when Moody's
downgraded the long-term deposit and OSO ratings of Pacific
Capital Bank, N.A., to Caa1 and C, respectively.  The bank
financial strength rating was downgraded to E.

Pacific Capital Bancorp, which is headquartered in Santa Barbara,
CA, had total assets of $7.4 billion as of March 31, 2010.

On Review for Possible Upgrade:

Issuer: Pacific Capital Bancorp

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently C

Issuer: Pacific Capital Bank, N.A.

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Upgrade, currently E

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently C

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently C

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Caa1

Outlook Actions:

Issuer: Pacific Capital Bancorp

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Pacific Capital Bank, N.A.

  -- Outlook, Changed To Rating Under Review From Stable


PALM INC: S&P Puts 'CCC+' Ratings on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
corporate credit and senior secured ratings on Sunnyvale, Calif.-
based smartphone manufacturer Palm Inc. on CreditWatch with
positive implications.  Palm has recently developed and introduced
the webOS operating system.  (In a separate publication, S&P
indicated that this acquisition announcement does not affect
Hewlett-Packard's ratings.)

"S&P believes the rating would benefit from its proposed
acquisition by Hewlett-Packard Co.," said Standard & Poor's credit
analyst Bruce Hyman.  HP has a significantly stronger credit
profile than Palm, whose credit profile has deteriorated this year
as new product acceptance has been weak.  Under the acquisition
agreement, HP will acquire Palm for about $1.2 billion in total
enterprise value.  The sale is targeted to close in the second
half of 2010, pending regulatory and shareholder approval.

"S&P aim to resolve the Credit Watch once it is clear that the
acquisition either is completed or will not proceed," added Mr.
Hyman.  Upon successful completion of the acquisition, S&P may
raise the rating on Palm by more than one notch.  However, if the
debt is retired, S&P would withdraw all ratings.  If the
acquisition does not materialize, S&P is likely to affirm the
'CCC+' corporate credit rating on Palm and assign a negative
outlook.


PATIENT SAFETY: Brian Stewart, et al., Seek to Control Board
------------------------------------------------------------
Brian Stewart, William Stewart, Catalysis Partners, LLC, Catalysis
Offshore, Ltd., Francis Capital Management, LLC, John P. Francis,
Radisson Trading Company, A Plus International, Inc., Compass
Global Management, Ltd., DSAM Fund LP, Arizona Bay Technology
Ventures, LP, and Arizona Bay, LLC, filed a Schedule 13-D with the
Securities and Exchange Commission disclosing their equity stake
in Patient Safety Technologies, Inc.:

                                        Percentage of Shares
   Reporting Person                     Beneficially Owned
   ----------------                     --------------------
   Brian Stewart                                 32.71%
   William Stewart                                2.53%
   Catalysis Partners, LLC                        7.33%
   Catalysis Offshore, Ltd.                       5.69%
   Francis Capital Management, LLC               13.67%
   John P. Francis                               13.67%
   Radisson Trading Company                       7.23%
   A Plus International, Inc.                     4.69%
   Compass Global Management, Ltd.               15.11%
   DSAM Fund LP                                   5.18%
   Arizona Bay Technology Ventures, LP            1.36%
   Arizona Bay, LLC,                             >1.00%

In consideration for the sale of their company, SurgiCount
Medical, to Patient Safety Technologies, Brian Stewart and William
Stewart each received (i) 300,000 shares of Common Stock and (ii)
an earn-out equal to an additional 50,000 shares of Common Stock.
The remaining shares of Common Stock of Mr. Brian Stewart and Mr.
William Stewart and the shares of Common Stock of the other
Reporting Persons were originally purchased for investment
purposes.

Currently, the Reporting Persons are determined to attempt to
change or influence control of Patient Safety and assert their
rights as stockholders.  On April 9, 2010, the Reporting Persons
delivered a Demand for Special Meeting of the Stockholders of the
Issuer for the purpose of considering and acting upon these
matters at a special meeting of stockholders:

   1. Removal, without cause, of these directors of Patient
      Safety:

      -- Howard Chase
      -- Steven Kane
      -- Loren McFarland
      -- Eugene Bauer
      -- William Hitchcock

   2. Removal, without cause, of (i) any director of Patient
      Safety appointed to fill a vacancy created by the
      resignation of any of the foregoing directors and (ii) any
      director of the Company appointed to fill a vacancy caused
      by an increase in the size of the Board of Directors of the
      Company that is effected between April 9, 2010, and the
      conclusion of the Special Meeting.

   3. Repeal of any amendment to the bylaws of the Company adopted
      by the Board of Directors between April 9, 2010, and the
      conclusion of the Special Meeting.

A full-text copy of the Schedule 13-D filing is available for free
at: http://ResearchArchives.com/t/s?60ff

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

At December 31, 2009, the Company had total assets of $11,526,894
against total liabilities of $17,359,452, resulting in a
stockholders' deficit of $5,832,558.  At December 31, 2008, the
Company had stockholders' equity of $29,242.  The December 31,
2009 balance sheet also showed strained liquidity: the Company had
total current assets of $5,126,283 against total current
liabilities of $16,495,410.


PHILADELPHIA NEWSPAPER: Greg Osberg to Become CEO & Publisher
-------------------------------------------------------------
Former Newsweek President and Worldwide Publisher Greg Osberg was
named to become the new Publisher and Chief Executive Officer of
the entity that will operate the Philadelphia Inquirer, the
Philadelphia Daily News, and Philly.com, pending approval of the
sale of the company in federal Bankruptcy Court.

Mr. Osberg, 52, who grew up in the Philadelphia area, graduated
from Conestoga High School in 1975, and started his professional
career at Chilton Publishing Co. in Radnor, returns home after 30
years in the news business that include leadership positions with
Newsweek and Newsweek.com, CNET, and U.S. News and World Report.
Most recently, he served as President and CEO of Buzzwire, where
he led the mobile media company's development of a new business
model to deliver news and other content on the mobile web.

Joining Mr. Osberg at the helm of the Philadelphia media company
is Robert J. Hall, the highly-respected former publisher of the
Inquirer and Daily News, who will serve as the new Chief Operating
Officer.

"The Inquirer and the Daily News hold a unique position of public
trust in Philadelphia, and under Greg and Bob's leadership, we
believe that there's an exciting opportunity to expand on this
rich legacy in the years ahead," said Brad Pattelli, Managing
Director at Angelo, Gordon & Co., one of the lenders who led the
successful bid to purchase the Company at auction on April 28th.

"We recognize and appreciate the tremendous effort that the
employees displayed during an extraordinarily difficult time in
the newspapers' history," said Mr. Pattelli, "and we look forward
to building on the positive contributions made under Brian
Tierney's leadership."

"I am very excited to have the opportunity to come home to lead
two of the best newspapers in America, as well as a regional web-
based portal that can become one of the most dominant in the
country," Mr. Osberg said.  "I'm also fortunate to be joined in
this effort by Bob Hall, whose wealth of Philadelphia newspaper
experience will be a tremendous asset to the Company's future.

"We are committed to the long-term growth of the Inquirer, the
Daily News, and Philly.com, because we want to deliver relevant
content to the millions of people who call Philadelphia home," Mr.
Osberg said.  "Our intention is to chart a course for financial
stability that will benefit a talented pool of employees, giving
them the confidence to know that they will have the resources and
support to do their jobs according to the very highest standards.

"I've spent 30 years in the traditional and digital news business,
and I know that to be successful, it all starts with content and
the relationships you have with your audiences.  We want to build
on our reputation for creating compelling journalism of the
highest quality, creating an unparalleled resource for news and
entertainment."

Mr. Osberg said that ensuring relevancy, innovation and
profitability would be the key to long-term success and made it
clear that he intends for the Company to become a national leader
in these areas.

"We must make the newspapers and the web content as relevant as
possible, to help our readers and our region deal with the
important issues in their lives," he said.

Mr. Osberg stressed that while the financial condition of the
company will require compromise and a willingness among many
parties to work cooperatively to restore fiscal health, his intent
is to build a long-term partnership with the existing workforce.

"We want to make it clear that our intention is to grow this
operation, and we recognize that an organization is only as good
as the people it employs," Mr. Osberg said.  "In the media
business, people are our most important asset. We intend to be
very respectful of the many talented and dedicated employees who
work here.  The only way we can succeed long-term is if we all
succeed together."

Mr. Osberg returns to Philadelphia with extensive experience at
some of the nation's top media companies, including Washington
Post, Inc., and CNET.  While at the Washington Post, he held
several senior-level positions before rising to become President
and Worldwide Publisher of Newsweek and Newsweek.com.  Mr. Osberg
re-launched Newsweek.com and forged strategic alliances with MSN
and MSNBC.com. Under Mr. Osberg, Newsweek.com became one of the
top three magazine websites, and its ad revenue growth outpaced
the industry.

Before his post at Newsweek, Mr. Osberg served as president of
Kaplan Professional for the Washington Post, Inc., where he
managed the integration of eight professional education companies
and launched Brassring.com, an Internet-based recruitment services
company.

Before the Washington Post, Mr. Osberg was President of CNET,
where he dramatically increased ad revenue, resulting in the
organization's first year of profitability. He has also held
senior advertising positions at US News & World Report and Chilton
publishing.  In 2006, he was awarded MIN's first Integrated
Marketing Award and in 2005, he received Adweek's Executive Team
(Publisher/Editor) of the Year award.  Mr. Osberg holds a B.S.
degree in marketing from Colorado State University.  He is a
member of the CSU College of Business Global Leadership Council,
and was a recipient of their Distinguished Alumni Award.

Mr Hall, 65, has had a long history with Philadelphia Newspapers,
Inc., serving as Publisher and Chairman from 1990 to 2003, and in
various financial and executive positions from 1973 to 1985.  Most
recently, Hall has been an advisor to the newspaper lenders since
2009.

He served for five years as General Manager and then Publisher and
Chairman of the Detroit Free Press between his stints at the
Philadelphia newspapers.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PINNACLE ENTERTAINMENT: Moody's Puts 'Caa1' Rating on $250MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Pinnacle
Entertainment, Inc.'s proposed $250 million senior subordinated
notes due 2018.  At the same time, a Ba2 rating was assigned to
the company's existing $375 million senior secured revolver
expiring in 2014.

Proceeds from the proposed senior subordinated notes will be used
to repurchase all of its $200 million outstanding 8.25% senior
subordinated notes due 2012, and to repay a portion of outstanding
revolving credit borrowings.

Pinnacle's B2 Corporate Family and Probability of Default ratings
were affirmed along with the company's existing Caa1 senior
subordinated note ratings.  With the additional support from the
proposed senior subordinated notes, the senior unsecured notes
rating was upgraded to B1.  The Caa1 rating on the company's 8.25%
senior subordinated notes will be withdrawn once the transaction
closes.  The rating outlook is negative.

Pinnacle's B2 Corporate Family Rating primarily reflects the
company's high leverage.  Following a recent improvement in
earnings and a significant reduction in capital expenditures
plans, Moody's anticipates Pinnacle's debt EBITDA will be at or
near 5.5 times through fiscal 2011, a level consistent with the
company's current rating.  Positive rating consideration is given
to the company's good liquidity and strong initial performance
from its River City casino located in St. Louis, MO.  River City,
which opened on March 1, 2010, is one of two casinos in St. Louis
owned by Pinnacle.

The negative outlook reflects Moody's expectation that consumer
gaming demand at several of Pinnacle's casino properties --
Belterra, Boomtown New Orleans, Boomtown Bossier City, and
Boomtown Reno -- will remain challenged.  On a combined basis,
these properties currently account for about 40% of the company's
total property-level EBITDA.  Pinnacle's rating outlook could be
revised to stable if it appears that the companies two St. Louis
properties -- on a combined basis -- continue to ramp up at a pace
that will allow the company to achieve and maintain debt/EBITDA at
or below 5.5 times going forward.

Ratings assigned:

  -- $250 million senior subordinated notes due 2018 at Caa1 (LGD
     5, 81%)

  -- $375 million senior secured revolver expiring in 2014 at Ba2
     (LGD 1, 7%)

Rating upgraded

  -- $450 million 8.625% senior unsecured notes due 2017 to B1
     (LGD 3, 38%) from B2 (LGD 3, 40%)

Rating affirmed:

  -- $380 million 7.5% senior subordinated notes due 2015 at Caa1
     (LGD 5, 81% from LGD 5, 82%)

The previous rating action on Pinnacle occurred on February 10,
2010, when Moody's revised Pinnacle's rating outlook to negative
from stable and affirmed the company's existing ratings.

Pinnacle owns and operates casinos in Nevada, Louisiana, Indiana,
and Missouri.  The company generates approximately $1 billion of
annual net revenues.


PINNACLE ENTERTAINMENT: Fitch Assigns 'B-/RR5' Rating on Notes
--------------------------------------------------------------
Fitch Ratings assigns a 'B-/RR5' rating to Pinnacle Entertainment
Inc.'s proposed $250 million senior subordinated notes due 2020.

Fitch also affirms the company's existing ratings:

  -- Issuer Default Rating at 'B';
  -- $375 million bank credit facility at 'BB/RR1';
  -- $450 million senior unsecured notes at 'BB/RR1';
  -- $585 million of outstanding subordinated notes at 'B-/RR5'.

The Rating Outlook remains Stable.

The proceeds from the 10-year, $250 million subordinated notes
will be used to fund a tender offer for the 8.25% subordinated
notes due 2012, which have $200 million outstanding, and to reduce
credit facility borrowings, which had $80 million drawn as of
March 31, 2010.  As a result, the transaction is leverage neutral
and will slightly increase liquidity by temporarily paying down
the revolving credit facility.  The transaction improves an
already attractive debt maturity profile once the tender offer is
complete, as the credit facility becomes the next material
maturity in 2014, with the next bond maturity not until 2015.

The terms in the indenture are very similar to the 7.5%
subordinated notes due 2015 that were issued in June 2007.
Similar to the 7.5% subordinate notes due 2015, the 2020 notes
contain a senior debt incurrence limit of the greater of
$1.5 billion and 2.5 times EBITDA.  Additional parity debt can be
issued as long as the consolidated coverage ratio is greater than
2.0x.  The indenture for the 8.25% subordinate notes due 2012 is
more restrictive, but those notes will be taken out with the
proceeds from 2020 notes.  The 8.625% senior unsecured notes due
2017 will become the most restrictive indenture in that it limits
the incurrence of general indebtedness to the greater of
$750 million and 3.5x EBITDA.  Separately, all of the remaining
indentures (i.e. the 2017 senior unsecured notes and the 2015 and
2020 senior subordinate notes) have a general debt incurrence
basket of the greater of $250 million or 5% of consolidated total
consolidated assets.

The affirmation of the 'B' IDR and Stable Outlook reflects the
company's strengthening competitive position in two core gaming
markets, the prudent bottom-up building of its capital structure,
the attractive debt maturity profile, and a reduction in
development risk.  The IDR and Outlook also incorporate recent
operating weakness in its core Louisiana market, a negative near-
term net free cash flow outlook, and the company's cash flow
concentration in markets that are vulnerable to increased
competition.

Operating Performance Rebounded In 1q'10:

Operating performance at Pinnacle's properties held up relatively
well during most of 2009, but weakened materially in the fourth
quarter, particularly in Louisiana, which accounts for about two-
thirds of property-level EBITDA.  Consolidated adjusted EBITDA
declined more than 50% in 4Q'09 (or around 40% excluding a CEO
severance payment).  As market demand weakened heavily, operators
became highly promotional, which heavily impacted property
margins.  The weakness was attributable to a later impact from the
recession in the region and the reduction in hurricane stimulus
funds in the region (i.e.  a softer consumer in the region),
mistakes in marketing spend, and cost cutting that did not take
hold yet in Pinnacle's performance in 4Q'09.

The company addressed many of the controllable issues in 1Q'10
when operating performance was significantly improved.  Pinnacle's
1Q'10 reported consolidated adjusted EBITDA was roughly flat at
$53 million, but grew nearly 6% excluding Argentina, which is now
included in discontinued operations as the property is expected to
be sold.  The growth was driven by the March 4, 2010 opening of
River City in St.  Louis, the ramp up of which should continue to
benefit Pinnacle's result, although there will be some
cannibalization of Pinnacle's other St. Louis property, Lumiere
Place.

Leverage And Coverage:

On a latest 12 months basis as of March 31, 2010, adjusted EBITDA
was roughly $168 million compared to $1.1 billion in debt for a
debt/EBITDA leverage ratio of 6.6x (or 6.4x excluding the CEO
severance payment).  Pro forma gross interest expense after the
transaction and assuming the credit facility will be used to fund
the Baton Rouge project should be in the $90 million-$95 million
range through 2011, while annual maintenance capex will trend
around $40 million, so the company should generate adequate
discretionary gross free cash flow.

The 'B' IDR and Stable Outlook incorporate an expectation that
leverage may continue to trend in the mid-6x range through 2011,
as the company borrows to fund its Baton Rouge development, and
Fitch expects modest EBITDA growth primarily from the ramp of
River City.  During that time, Fitch estimates interest coverage
should comfortably be in the 2.0x range.  The covenants in the
credit agreement permit leverage of 7.6x before stepping down to
7.25x by the end of 2011, while the coverage covenant is 1.5x and
does not step up until 2012.  So Pinnacle has ample room under its
financial covenants through 2011, in Fitch's view.

Free Cash Flow Profile:

Pinnacle's free cash flow profile improved as a result of the
River City opening and the associated wind down of project
spending.  However, free cash flow will continue to be negative
for the next couple of years as Pinnacle develops its Baton Rouge
project.  Spending on Baton Rouge was limited by the credit
facility to no more than $25 million after Jan. 1, 2010, until the
company raised $100 million of non-debt capital.  However, that
was when the Sugarcane Bay project was still expected to move
forward, and that project was cancelled in April.  Yesterday,
Pinnacle finalized an amendment to the credit facility that
lowered the non-debt capital raise requirement to $40 million, and
the company has already raised a substantial portion of that, so
the Baton Rouge project should be moving forward as planned.  The
current budget is for a $250 million project (with $235 million
yet to spend) and an opening in 1H'12.

Liquidity:

The company's cash balance was $134 million as of March 31, 2010,
consisting of roughly $54 million of available cash and
$80 million of operational/cage cash.  Pinnacle had $285 million
of availability of its $375 million credit facility as of the end
of 1Q'10, with $80 million drawn and $10 million in letters of
credit.  As a result, total liquidity (net of cage cash) of nearly
$340 million should increase slightly following the 2020 sub note
issuance, as the company uses a portion (less than $50 million) to
pay down credit facility borrowings.  However, Pinnacle expects to
draw down on the credit facility to fund the Baton Rouge project
for which the company will spend roughly $45 million in 2010 with
the bulk of project spending in 2011.

Longer-Term Credit Profile:

The longer-term credit profile benefits from the company's
apparent strategic change to be more operationally focused and
more disciplined with development spending under the new CEO
Anthony Sanfilippo, who was just hired on March 15, 2010.  The
cancellation of the Sugarcane Bay project was viewed positively in
the ratings, as additional investment in the Lake Charles market
would have increased the company's risk relative to potential
legalization of gaming in Texas.  The company intends to sell non-
core assets, to focus on core operations.  Further communication
of and execution on strategic initiatives which outline a more
disciplined focus on operations with a more prudent approach to
development opportunities will be viewed positively in the
ratings.

Recovery Ratings:

Based on Fitch's revised recovery analysis, and Pinnacle's prudent
bottom heavy capital structure, estimated recovery values are
solid relative to their ranking in the capital structure.  Fitch
rates both the bank facility and senior unsecured debt 'BB/RR1',
estimating full recovery in the event of default based on the
current capital structure.  The subordinated debt rating is 'B-
/RR5' (11%-30% recovery estimate), which benefited from the
downsizing of the bank facility in February 2010 to $375 million
from $531 million.  As senior debt availability increases or is
issued, there could be additional rating pressure on the
subordinated debt Recovery Rating, and possibly the senior
unsecured Recovery Rating.

Potential Rating Drivers:

Positive rating actions are unlikely in the near term given the
planned development spending, but longer-term the company's
increasing diversification and solid market position in two major
markets are positive catalysts.  In addition, if the company's new
CEO executes on the operational focus, the credit profile would
benefit.  These factors could result in negative rating actions:

  -- River City and overall St. Louis performance is well below
     expectations;

  -- The rest of the portfolio performance trends in 2010 revert
     to trends experienced in 4Q'09;

  -- The budget for Baton Rouge is increased materially,

  -- Gaming legalization occurs in primary feeder markets, notably
     Texas and Kentucky;

  -- The company continues to spend on its development pipeline
     while it approaches its credit facility financial covenants.


PINNACLE ENTERTAINMENT: S&P Gives Stable Outlook, Keeps B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on gaming operator Pinnacle Entertainment Inc. to stable
from negative.  S&P affirmed its existing ratings on Pinnacle,
including its 'B+' corporate credit rating.

At the same time, S&P assigned its issue-level and recovery
ratings to the proposed $250 million senior subordinated notes due
2020.  S&P rated the notes 'B' (one notch lower than the 'B+'
corporate credit rating) with a recovery rating of '5', indicating
its expectation of modest (10% to 30%) recovery for noteholders in
the event of a payment default.  The company will use proceeds
from the proposed notes to refinance existing 8.25% senior
subordinated notes due 2012 and to pay down a portion of the
revolver.

"The revision of the rating outlook to stable reflects S&P's
belief that recent actions taken by management, including the
cancellation of its Sugarcane Bay project," said Standard & Poor's
credit analyst Ben Bubeck, "combined with solid performance in the
quarter ended March 31, 2010, have alleviated concerns around
execution risk and heightened debt leverage S&P raised when S&P
revised S&P's rating outlook to negative on Feb. 9, 2010."
Furthermore, the proposed new notes will serve to extend any
meaningful debt maturities to 2014, which S&P believes enhances
the company's financial flexibility.  Still, S&P continues to
expect credit measures to remain somewhat weak for the current
rating as the company ramps up the recently opened River City
facility and moves forward on the Baton Rouge project.  Pinnacle's
ability to drive leverage below 6x, a level S&P considers
consistent with a 'B+' rating, is highly dependent upon the
successful ramp-up of each of these new facilities.


PLASSEIN INT'L: High Court Insulates Shareholders in LBO Deal
-------------------------------------------------------------
WestLaw reports that certiorari has been denied from a Third
Circuit decision that payments made by a Chapter 7 debtor to the
shareholders of the privately-held companies that it acquired in
related prepetition leveraged buyouts were "settlement payments"
protected from avoidance by the trustee under 11 U.S.C. Sec.
546(e), even though the securities in question were privately-held
as opposed to publicly-traded.  Although the payments did not
travel through the "settlement system," that is, the system of
intermediaries and guarantees usually employed in securities
transactions, financial institutions were implicated in the
transfers, as the debtor's bank transferred the buyout funds to
the shareholders' banks.  Moreover, the broad definition of
settlement payment, which depends on how the term is used by those
who work in the securities trade, encompassed payments for both
publicly-traded and privately held stock.  In so ruling, the Third
Circuit rejected the trustee's attempt to distinguish its decision
in In re Resorts Intern., Inc., 181 F.3d 505 (3d Cir. 1999).
Although Resorts involved a publicly-traded company whose shares
when traded and the payment for them normally traveled through the
settlement system, that circumstance had no bearing on the Resorts
court's decision, the Court of Appeals explained.  The trustee
asked in his petition for a writ of certiorari whether the Third
Circuit erred in holding that the exception provided by Sec.
546(e) includes a transaction that does not involve the sale or
transfer of a publicly traded security and uses a financial
institution solely as an intermediary for distribution of funds to
selling shareholders, thereby immunizing selling shareholders in
virtually every LBO from the fundamental avoidance powers granted
to a trustee pursuant to Sec. 544 of the Bankruptcy Code.  Brandt
v. B.A. Capitol Co. LP, --- S.Ct. ----, 2010 WL 1180360, 78 USLW
3581 (U.S.).

Coverage of the Third Circuit's decision in In re Plassein Intern.
Corp., 590 F.3d 252 (3d Cir. 2009), appeared in the Troubled
Company Reporter on Dec. 28, 2009.

Headquartered in Willington, Conn., specialty plastic film and
packaging company Plassein International Corp., sought chapter 11
protection (Bankr. D. Del. Case No. 03-11489) on May 14, 2003.
Adam G. Landis, Esq., at Klett Rooney Lieber & Schorling and
Daniel C. Cohn, Esq., at Cohn Khoury Madoff & Whitesell LLP
represent the Debtors.  When the Company filed for protection from
its creditors, it listed more than $50 million in assets and debts
of over $100 million.  On Oct. 24, 2003, the Court converted the
Debtors' cases to Chapter 7 liquidation proceedings.  William A.
Brandt, Jr., serves as the Chapter 7 Trustee.


PPL CAPITAL: Fitch Affirms BB+ Rating on Junior Subordinated Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Ratings and
various instrument ratings of PPL Corp. and its subsidiaries PPL
Energy Supply, LLC, and PPL Electric Utilities Corp. following the
announcement of a definitive agreement to acquire E. ON U.S., LLC,
the parent company of Louisville Gas and Electric Company and
Kentucky Utilities Company, for $6.7 billion in cash.  The total
enterprise value of the transaction, including the assumption of
$975 million of tax exempt debt, is $7.625 billion.  The Rating
Outlook is Stable.

The rating affirmation reflects the high equity content in the
cash offer and the reduction in PPL's business risk from the
addition of two financially healthy regulated electric utilities.
In addition, PPL will receive tax benefits of approximately
$450 million as part of the transaction.  The financing plan
includes up to $2.6 billion of PPL common stock, up to $1 billion
of mandatory convertible debt, approximately $2.9 billion of
subsidiary debt and the remainder available cash.  The subsidiary
debt is comprised of approximately $2.1 billion of utility first
mortgage bonds to be issued by LG&E and KU and $800 million of
senior unsecured debt to be issued by Kentucky Holdings, an
intermediate holding company and direct parent company of LG&E and
KU.  A portion of the proceeds will be used by the newly acquired
entities to retire the $4.6 billion of inter-company borrowings.
The hybrid securities are expected to be issued by PPL Capital
Funding, Inc., a financing subsidiary of PPL.  PPL has also put in
place a $6.5 billion bridge loan facility.

The acquisition substantially reduces PPL's commodity exposure,
adds scale, geographic and regulatory diversity and lowers
business risk.  After the acquisition, PPL will derive
approximately 60% of EBITDA and cash flow from regulated utility
operations and the remainder from merchant generation, compared to
the current mix of about 30% from regulated utilities currently
and 70% from merchant generation.  The regulated contribution
should continue to grow over time due to the projected rate base
growth of the company's domestic utilities and the unfavorable
market conditions in the merchant power markets.  Moreover the
credit quality of the two Kentucky utilities, which are not
currently rated by Fitch, appear to be consistent with an IDR
equal to or greater than PPL's current 'BBB' IDR.

The primary credit concerns are the capital market risk of placing
the proposed debt and equity issues on a timely basis and the
concentration of coal-fired generation at the two Kentucky
utilities.  Maintenance of current ratings is contingent on the
successful completion of the proposed financing plan as presented
to Fitch without relying on the bridge loan facility.  The coal
exposure is mitigated by constructive regulatory provisions in
Kentucky that provide for the recovery of environmental
expenditures.  Consummation of the transaction is subject to
regulatory approvals, which management expects will take six to
nine months.

Fitch affirms these ratings:

PPL Corp

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2;.

PPL Energy Supply, LLC

  -- Long-term IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'.

PPL Capital Funding Corp.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Senior unsecured debt at 'BBB';
  -- Junior subordinated notes at 'BB+'.

PPL Electric Utilities Corp.

  -- Long-term IDR at 'BBB';
  -- Secured debt at 'A-';
  -- Preferred Stock 'at BBB-';
  -- Preference Stock at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Commercial Paper at 'F2'.


R-G PREMIER: Closed; Scotiabank de Puerto Rico Assumes Deposits
---------------------------------------------------------------
R-G Premier Bank of Puerto Rico in Hato Rey, P.R., was closed on
April 30, 2010, by the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Scotiabank de Puerto Rico of San Juan, P.R., to
assume all of the deposits of R-G Premier Bank of Puerto Rico.

The 29 branches of R-G Premier Bank of Puerto Rico will reopen
during normal business hours as branches of Scotiabank de Puerto
Rico.  Depositors of R-G Premier Bank of Puerto Rico will
automatically become depositors of Scotiabank de Puerto Rico.
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 former R-G Premier Bank of Puerto Rico branch until they
receive notice from Scotiabank de Puerto Rico that it has
completed systems changes to allow other Scotiabank de Puerto Rico
branches to process their accounts as well.

As of Dec. 31, 2009, R-G Premier Bank of Puerto Rico had around
$5.92 billion in total assets and $4.25 billion in total deposits.
Scotiabank de Puerto Rico paid the FDIC a premium of 1.35 percent
to assume all of the deposits of R-G Premier Bank of Puerto Rico.
In addition to assuming all of the deposits, Scotiabank de Puerto
Rico agreed to purchase essentially all of the failed bank's
assets.

The FDIC and Scotiabank de Puerto Rico entered into a loss-share
transaction on $5.41 billion of R-G Premier Bank of Puerto Rico's
assets.  Scotiabank de Puerto Rico 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-591-2904.  Interested parties also can
visit the FDIC's Web site at:

                http://ResearchArchives.com/t/s?611a

                                 or

          http://ResearchArchives.com/t/s?611b

The FDIC encourages all bank customers to review more information
about the transaction by visiting
http://www.fdicseguro.gov

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $1.23 billion.  Scotiabank de Puerto Rico's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  R-G Premier Bank of Puerto Rico
is the 59th FDIC-insured institution to fail in the nation this
year.  R-G Premier Bank of Puerto Rico is one of three
institutions closed in Puerto Rico on April 30, 2010.


RIVERSIDE ENERGY: S&P Affirms 'BB-' Rating; Gives Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-' debt
ratings on power projects Riverside Energy Center LLC (a wholly
owned, indirect subsidiary of Calpine Corp.) and Rocky Mountain
Energy Center LLC (a wholly owned subsidiary of Riverside).  At
the same time, S&P revised the outlook to positive.  The recovery
rating remains unchanged at '1', indicating expectations of very
high recovery (90%-100%) in the event of default.

The rating action reflects the pending sale of Rocky Mountain
Energy Center and Blue Spruce Energy Center by Calpine to Public
Service Co. of Colorado (BBB+/Positive/A-2), a subsidiary of Xcel
Energy Inc. (BBB+/Positive/A-2), for $739 million.  In keeping
with the credit agreement terms, Calpine expects to use proceeds
of the sale to pay off the outstanding debt at the Rocky Mountain
and Riverside projects, which are cross-collateralized.  The sale
should close in December 2010 and is subject to customary closing
conditions, including approvals under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and by the Federal Energy
Regulatory Commission and the Colorado Public Service Commission.

"When the sale closes and the debt repaid, S&P would withdraw the
ratings on the term loans.  If the Rocky Mountain/Blue Spruce sale
does not get the necessary approvals, S&P would change its outlook
to stable," said Standard & Poor's credit analyst Marc
Sonnenblick.

The '1' recovery rating reflects debt reduction from recent asset
sales, market price signals from pending generating plants sales,
and S&P's long-term view of the power markets that Rocky Mountain
and Riverside serve.

Rocky Mountain, located in Weld County, Colo., is a 621 megawatt
natural gas fired, combined-cycle power generation plant that
sells substantially all of its output to PSCo through 2014.
Thereafter, it will then sell PSCo 90 MW for three years.
Riverside, located in Beloit, Wis., is a 603 MW natural gas fired,
combined-cycle electric generating plant that sells its output to
Wisconsin Power & Light Co. (A-/Stable/A-2) and Madison Gas &
Electric Co. (AA-/Stable/A-1+) under contracts through 2013.

The outlook on Rocky Mountain and Riverside is positive,
reflecting the favorable chance for the remaining debt to be
repaid according to its terms upon the closing of the sale of
Rocky Mountain and Blue Spruce to PSCo If the deal does not go
through, S&P would change the outlook to stable.


SAGITTARIUS RESTAURANT: Moody's Changes Default Rating to Caa2/LD
-----------------------------------------------------------------
Moody's Investors Service revised Sagittarius Restaurant LLC's
probability of default to Caa2/LD from Caa2.  Moody's added the
"LD" designation to signify its view of a limited default event on
the unrated Senior Subordinated Notes due 2016 as a result of a
debt recapitalization.  Concurrently, Moody's placed the Caa2
Corporate Family Rating and rating outlook under review for
possible upgrade based on the expected improvement in the capital
structure and business profile post restructuring as currently
proposed.  The B2 rating on the existing senior secured credit
facilities is not affected by the action.

The rating action is:

* Probability of Default Rating -- changed to Caa2/LD from Caa2

* Corporate Family Rating -- Caa2 and placed under review for
  possible upgrade

* $60 million senior secured revolving credit facility due 2012,
  B2 (LGD2, 21%) -- no change

* $265 million ($258 million outstanding as of FY2009)senior
  secured term loan credit facility due 2013, B2 (LGD2, 21%) -- no
  change

Per the company's public disclosure, it is currently working on a
recapitalization of its balance sheet which will involve several
transactions that are expected to complete concurrently: 1)sale of
its Captain D's seafood QSR ("quick service restaurant") to an
external party; 2) significant reduction of subordinated debt
claim to $150 million from existing $306 million as of March 2010;
3) New cash equity infusion of approximately $85 million by
sponsors, and lastly 4) refinancing of its existing bank
facilities to replace with a five year facilities comprising of a
$35 million revolver and a $160 million term loan.

The expected debt reduction/forgiveness as outlined above under
item (2) of the recapitalization has resulted in a "distressed
exchange" per Moody's definition due to the material losses
incurred by the subordinated debt holder and significant amount of
impaired debt relative to the whole capital structure.  Therefore,
Moody's revised the PDR to Caa2/LD to reflect a limited default on
the unrated subordinated debt, while the existing bank debt is
expected to be repaid in full amount upon completion of the
refinancing.  The "LD" designation will be removed and the PDR
will be placed under review for possible upgrade in approximately
three days.

The review for possible upgrade for the CFR reflects the potential
positive impact from the proposed recapitalization.  Absent a
timely restructuring, Sagittarius' current capital structure is
unsustainable as reflected in the existing Caa2 CFR, primarily due
to Moody's concerns on its unmanageable debt loan relative to its
cash flow generation level and very weak liquidity profile.

Moody's expects to assign ratings to the new credit facilities
shortly based on the proposed new capital structure in a separate
rating action.  The last rating action on Sagittarius occurred on
June 5, 2009, when its CFR was downgraded to Caa2 from Caa1.

Sagittarius Restaurants LLC, headquartered in Nashville,
Tennessee, operates and franchises Mexican and seafood QSRs under
two leading brand names, Del Taco and Captain D's.  The company
had 1,056 units in 31 states at the end of December 2009.


SAGITTARIUS RESTAURANTS: S&P Cuts Corp. Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on the Lake Forest, Calif.-based Sagittarius
Restaurants LLC to 'CC' from 'CCC'.  This action comes after the
company disclosed that its subordinated lender agreed to reduce
its claim substantially below face value.

"S&P view this as tantamount to a default, given the current
distressed financial condition of the company and since the
investor is receiving less than the original promise of the
original security," said Standard & Poor's credit analyst Charles
Pinson-Rose.  Consequently, upon successful completion of the
proposed debt restructuring, S&P expects to lower the corporate
credit rating to 'SD' (selective default).  All other outstanding
ratings on the company's debt remain unchanged.

As soon as possible after lowering the rating to 'SD', S&P expects
to raise the corporate credit rating to 'B'.  This rating action
would reflect the improved credit profile of the company after it
has completed these:

* Completing the sale of subsidiaries operating Captain D's
  restaurant chain;

* Receiving an additional equity investment; and

* Using those proceeds and its newly issued term loan to retire
  its currently outstanding term loan.

Collectively these actions will reduce balance-sheet debt by
approximately $250 million and S&P feel this significantly reduces
the company's financial risk.  If S&P raises the corporate credit
rating to 'B', S&P expects the outlook to be stable, since at that
point, S&P feel the company can maintain adequate credit ratios
for the rating category.

Currently, S&P is assigning a 'B' issue-level rating and '3'
recovery rating to the company's proposed $195 million senior
secured credit facilities consisting of a $160 million term loan
and a $35 million revolving credit facility.  The '3' recovery
indicates S&P's expectation of meaningful (50%-70%) recovery of
principal in the event of default.  The issue-level rating would
be the same as the anticipated corporate credit rating.


SAINT VINCENTS: Closes for Good; Stops Accepting Patients
---------------------------------------------------------
The New York Post, citing a Reuters report, says New York City's
St. Vincent's Hospital closed for good after months of feuding and
years of financial struggles.  The hospital stopped accepting even
emergency cases at 7 a.m. Friday.  St. Vincent's was New York's
last Catholic general hospital.

According to the report, the city's fire department plans to
deploy extra ambulances on Manhattan's West Side to bring
emergency cases to other hospitals.  The report also notes
Manhattan's Lenox Hill Hospital is getting more than $9 million in
state money to open a 24-hour urgent care facility in the
neighborhood.  But it's not clear when.

          About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating on $500 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Seagate Technology's
proposed offering of $500 million of 10-year, senior unsecured
notes.  The notes are expected to be issued by Seagate HDD Cayman,
a direct wholly-owned subsidiary of Seagate Technology HDD
Holdings and will be guaranteed by Seagate.  The HDD Cayman debt
is structural subordinate to the outstanding debt of Seagate
Technology US Holdings and Seagate Technology International, but
Fitch believes this alone does not warrant a difference in
notching.  The proceeds from the offering will be used to repay,
redeem and/or repurchase a portion of Seagate's outstanding debt
and for general corporate purposes.  Furthermore, in conjunction
with Seagate's efforts to reincorporate in Ireland, HDD Cayman
assumed all the debt obligations previously issued by HDD
Holdings, a direct wholly-owned subsidiary of Seagate, consisting
of approximately $1.2 billion of senior unsecured notes.  Lastly,
Seagate cancelled its undrawn $350 million first lien secured
revolving credit facility.  Fitch believes the cancellation of the
RCF has no effect on the ratings or Outlook due to Seagate's still
solid liquidity position notwithstanding the company's termination
of the facility and Fitch's expectations that the company will
likely obtain a new facility in the near-term with less
restrictive covenants.

As a result of the aforementioned changes to Seagate's debt
structure, Fitch has taken these rating actions:

Seagate

  -- Secured first lien RCF rating of 'BBB-' withdrawn.

HDD Holdings

  -- Issuer Default Rating of 'BB+' withdrawn;
  -- Secured first lien RCF rating of 'BBB-' withdrawn;
  -- Senior unsecured debt rating of 'BB+' withdrawn.

HDD Cayman (new subsidiary)

  -- IDR rated 'BB+';
  -- Senior unsecured debt rated 'BB+'.

The Rating Outlook is Stable.

The ratings and Stable Outlook reflect:

  -- The strong rebound in end-market demand, continued benign
     hard disk drive pricing environment as supply and demand
     conditions for the industry remain in equilibrium, and
     Seagate's improving execution on new product introductions.
     Fitch believes pricing conditions in the HDD industry could
     be better than historical norms, especially in the near-term,
     supported by: i) A gradual improvement in the global economy;
     ii) Increasing evidence of an enterprise refresh cycle for
     personal computers and servers attributable to Windows 7 and
     overall aging of the installed base; iii) Constraints in the
     HDD supply chain; iv) Prudent HDD capacity additions given
     the severity of the recent global economic downturn; and v)
     Tight channel inventory.

  -- Solid credit protection measures due to strong revenue growth
     and profit margin expansion given the significant operating
     leverage in the company's business model, cost savings from
     prior restructuring actions and a favorable pricing
     environment.  In the latest 12 months ended April 2, 2010,
     EBITDA more than doubled to approximately $2.4 billion
     (21.6% of revenue) from $1.1 billion (10.2%) in the year-ago
     period on revenue growth of 7.1%.  As a result, total
     leverage (operating EBITDA/ total debt) declined to 0.8 times
     at April 2, 2010, from 2.2x in the prior year.  Similarly,
     interest coverage strengthened to 14.4x in the LTM ended
     April 2, 2010, compared with 8.4x in the year-ago period.
     Fitch believes Seagate's credit metrics will continue to
     strengthen based on improving visibility with respect to end-
     market demand and debt reduction, as the company intends to
     gradually reduce total outstanding debt to $1.5 billion-
     $1.7 billion in the long-term compared with approximately
     $2 billion at April 4, 2010.

  -- Strengthening liquidity profile, primarily attributable to a
     material rebound in free cash flow, which increased to
     $1.3 billion in the LTM ended April 2, 2010, compared with
     usage of $9 million in the year-ago period.  Fitch expects
     free cash flow in fiscal year 2010 to be approximately
     $1.5 billion compared with $58 million in fiscal 2009.

  -- Broad product portfolio and leading market share based on
     revenue in the overall HDD industry;

  -- The company's scale and vertically integrated model, which
     reduces per unit manufacturing costs;

  -- Continued growth of digital rich media by consumers and
     enterprise storage requirements bode favorable for longer-
     term HDD unit demand.

Fitch's rating concerns consist of:

  -- Substantial volatility in earnings and free cash flow due to
     the cyclicality of the HDD industry and significant fixed
     costs;

  -- Seagate's ability to sustain a time to market advantage
     critical to achieving market share gains and maintaining
     overall profitability, given formidable competition,
     especially from Western Digital Corporation and Hitachi
     Global Storage Technologies;

  -- Consistent declines in average selling prices for HDDs due to
     intense competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives.  Seagate shipped its initial SSD
     product for the industry standard server market in September
     2009.

Total liquidity as of April 29, 2010, consists of $2.3 billion of
cash as of the quarter ended April 2, 2010, the vast majority of
which is readily accessible without adverse tax considerations.
Furthermore, liquidity is supported by the aforementioned
improvement in free cash flow.

Fitch estimates total debt is approximately $2 billon, consisting
of:

  -- $559 million of 6.375% senior notes due October 2011 (HDD
     Cayman);

  -- $412 million of 10% senior secured second-priority notes due
     April 2014; (STI)

  -- $600 million of 6.8% senior notes due October 2016 (HDD
     Caymen);

  -- $326 million of 2.375% convertible senior notes due 2012
     (STUS);
  -- $77 million of 6.8% convertible senior notes due 2010 (STUS);

  -- $36 million of 5.75% subordinated debentures due 2012 (STUS);

  -- $500 million of new senior unsecured notes due 2020 (HDD
     Cayman).


SEAGATE TECHNOLOGY: Moody's Puts 'Ba1' Rating on $500 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Seagate
Technology HDD Holdings (Ba1 Corporate Family and Probability of
Default) and raised the liquidity rating to SGL-1 from SGL-2.  The
outlook is stable.  Simultaneously, Moody's assigned a Ba1 rating
to the proposed offering of $500 million 10-year senior unsecured
notes issued by Seagate's wholly-owned subsidiary, Seagate HDD
Cayman.  New issue proceeds will be used to reduce existing debt.
Moody's view constructively the proposed refinancing and extension
of near-to-intermediate term debt maturities, which will alleviate
the concentration of debt maturing over the next 18 months.

The rating upgrade reflects Moody's expectations that Seagate will
continue to experience solid operating performance, strong free
cash flow (FCF) generation and enhanced liquidity, which stems
from improved business conditions, benefits from last year's
rationalization program and lower capital expenditure
requirements.  It also captures good execution on time-to-market
delivery of new products as well as an improved customer demand
environment for PCs, which Moody's expect to continue as a result
of contracting replacement cycles.  Although Moody's anticipate
Seagate's future performance will moderate from current levels,
Moody's expect the company will continue to demonstrate strong
credit metrics over the next 12-18 months.  This will be driven by
EBITDA expansion to pre-recession levels combined with the
company's planned reduction of gross debt to the $1.5 to
$1.8 billion range from $1.98 billion at present.  As a result,
total debt to EBITDA less capex could decline to as low as 1.0x-
1.5x (Moody's adjusted).

The stable rating outlook anticipates that gross margins will
remain in the mid-to-high 20% range and cash flow expansion will
be supported by improving product mix and continued high capacity
utilization levels.  Additionally, because the industry's disk
drive output is constrained as a result of tight supply for
components, Moody's expect average selling price (ASP) erosion to
be less than historical patterns over the next 9-12 months.  As
such, Seagate's credit profile should benefit from relatively
benign pricing and rising disk drive volumes fueled by
expectations for continued strong demand for notebook and desktop
PCs as well as a gradual recovery in mission-critical server and
storage enterprise products in 2H10.

The Ba1 corporate family rating reflects Seagate's leading
position with the broadest product offering in the disk drive
industry.  At the same time, it incorporates the inherent
volatility of the disk drive sector, which is characterized by
high capital intensity, short product life cycles, commoditization
and maturation-linked ASP declines and the need to continually
deploy effective R&D dollars to develop next-generation products
to remain competitive.

Seagate's speculative grade liquidity rating was upgraded to SGL-1
reflecting the company's strong balance sheet liquidity with
$2.4 billion of cash as of April 2, 2010 and robust LTM FCF
generation of $1.35 billion.  Expanding volumes coupled with the
continued ramp of higher margin products plus Seagate's reduced
operating and capital costs should produce meaningful FCF
generation over the next 12 months.  The company recently
terminated its $350 million secured revolver.  As such, Seagate is
not subject to financial covenants.  Though the lack of a credit
facility somewhat detracts from the overall SGL rating, Seagate's
sizable cash balance, expected strong FCF and access to debt
capital markets collectively alleviate the need for external
financing over the near-term.

This new rating/assessment was assigned:

* $500 Million Senior Unsecured Notes due 2020 -- Ba1 (LGD-4, 62%)

These ratings were upgraded:

  -- Corporate Family Rating to Ba1 from Ba2

  -- Probability of Default Rating to Ba1 from Ba2

  -- $412.8 Million ($430 Million original face amount) Guaranteed
     Senior Secured Second Priority Notes due May 2014 to Baa3
     (LGD-2, 20%) from Ba1 (LGD-2, 23%)

  -- $ 77.5 Million ($230 Million original face amount)
     Convertible Senior Notes due April 2010 to Ba1 (LGD-4, 62%)
     from Ba3 (LGD-4, 64%)

  -- $559.0 Million ($600 Million original face amount) Guaranteed
     Senior Unsecured Notes due October 2011 to Ba1 (LGD-4, 62%)
     from (LGD-4, 64%)

  -- $598.8 Million ($600 Million original face amount) Guaranteed
     Senior Unsecured Notes due October 2016 to Ba1 (LGD-4, 62%)
     from (LGD-4, 64%)

  -- $ 30.9 Million ($100 Million original face amount)
     Convertible Subordinated Debentures due March 2012 to Ba2
     (LGD-6, 96%) from

  -- B1 (LGD-6, 96%)

  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

The last rating action was on November 2, 2009, when Moody's
affirmed Seagate's Ba2 CFR and changed the outlook to stable from
negative.

With headquarters in Scotts Valley, CA, and revenues of
$11.1 billion for the twelve months ended April 2, 2010, Seagate
is the worldwide leader in the design, manufacture and marketing
of disk drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers.


SEAGATE TECHNOLOGY: S&P Rating Unaffected by Subsidiary's Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to Seagate HDD Cayman's $500 million new senior unsecured
notes due 2020 and placed them on CreditWatch Positive.  The
recovery rating is '5', indicating the expectation for modest
(10%-30%) recovery in the event of a payment default.  Parent
Seagate Technology's 'BB-' corporate credit rating and CreditWatch
Positive listing are unaffected by the new notes, which the
company will use to repay existing debt.

Seagate's financial profile has improved and management intends to
accumulate cash to retire maturities through 2012, further
reducing leverage over time, possibly resulting in a two-notch
upgrade of the corporate credit rating upon resolution of the
CreditWatch.  Additionally, the cancellation of the company's
$350 million senior secured revolving credit could have positive
implications for the recovery and issue-level ratings on the
senior unsecured and subordinated issues.

                           Ratings List

                        Seagate Technology

         Corporate Credit Rating        BB-/Watch Pos/--

                            New Rating

                        Seagate HDD Cayman

           $500 mil Senior Unsecured Notes
           due 2020                        B+/Watch Pos
            Recovery Rating                5


SEARS HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
and other credit ratings of Sears Holdings and its wholly-owned
subsidiaries, and changed its rating outlook on its long term debt
to positive from stable.

The positive rating outlook reflects the potential for ratings to
rise in the near to medium term.  Sears' credit metrics, while
largely representative of its Ba2 rating, remained in a stable
band during the financial downturn.  Sears' low operating
profitability, which largely drives its credit metrics, has the
potential to improve given Moody's positive outlook for business
conditions in the retail market and, more specifically, the good
performance being demonstrated by the Sears Canada and Kmart
franchises.  Recent actions taken to monetize the value of Sears'
proprietary brands also add to the potential for improved profit
margins.

Sears' ratings continue to reflect its formidable position in
hardlines and related service segments, led by its proprietary
market-leading Kenmore and Craftsman brands, which offsets the
struggling soft lines business.  The rating also considers Sears'
overall size and market position in the U.S., its respectable
positions in home electronics and the grocery and consumables
segments, and its 90.4% stake in Sears Canada (CFR of Ba1), which
has consistently been a solidly performing operation.  Negative
factors impacting the rating include Sears' continuing weak
apparel business and operating margins which are weak relative to
peers.

Ratings could rise if operating margins improve meaningfully and
in a way that demonstrates broad improvement throughout Sears'
franchises.  Quantitatively, upward momentum would require
debt/EBITDA to be sustained below 4.3 times and EBITA/interest
sustained above 2 times.  An upgrade would require that Sears'
financial policy, including investment strategy, remains balanced
and that liquidity remains solid.

Sears SGL-2 rating was also affirmed.  Moody's noted on April 23
that Sears' SGL-2 rating could be impacted in the longer term if
cash balances or revolving credit availability were to be
permanently reduced as a result of the purchase of additional
shares of Sears Canada for approximately $560 million.

These ratings were affirmed and point assessments revised:

Sears Holdings Corporation

  -- Corporate family rating at Ba2
  -- Probability of default rating at Ba2
  -- Speculative grade liquidity rating at SGL-2

Sears, Roebuck and Co.

Issuer rating at Ba2

Sears Roebuck Acceptance Corp.

  -- 5.2% to 7.5% medium term notes due 2010 at 2013 of Ba3 (LGD
     5, 72% from LGD 5, 76%)

  -- 6.25% to 7.5% notes due 2010 to 2043 at Ba3 (LGD 5, 72% from
     LGD 5, 76%)

Sears DC Corp.

  -- 9.07% to 9.2% medium term notes due 2012 at B1 (LGD6, 97%)

The last rating action for Sears Holding was the announcement
published April 23, 2010, that ratings would not change as a
result of the planned purchase of an additional stake in Sears
Canada.  .

Sears Holdings is a holding company that owns both the Sears and
Kmart banners, as well as an 80.1% stake in Orchard Supply
Hardware.  Through its subsidiary Sears Roebuck, it also owns
90.4% of Sears Canada.  Sears Holdings consolidated annual
revenues are approximately $44 billion.


SECURUS TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of Securus Technologies, Inc., to B3 from Caa2 and raised the
Probability of Default Rating to B3/LD from Caa2.  These actions
reflect the pending refinancing of the company's existing
$194 million of second priority senior secured notes and
$97.4 million of senior subordinated notes.  As a result of the
refinancing, approximately $42.7 million of the senior
subordinated notes will be exchanged for equity.  Moody's deems
the exchange of the senior subordinated notes to be a distressed
exchange.  The "/LD" designation as an addendum to the PDR has
been temporarily added to denote the deemed limited default that
has occurred on Securus' subordinated debt and will be removed
approximately three days after the rating action.  Additionally,
Moody's removed the (P) provisional status to the previously
assigned ratings for the senior secured revolver and term loan due
to the deemed reduced execution risk around the pending debt
restructuring.  In addition, as the company will not be providing
public financial statements, the former SGL-4 Speculative Grade
Liquidity Rating has been withdrawn.  The rating outlook has been
changed to stable from negative.

                          Rating Actions

Issuer: Securus Technologies, Inc.

  -- Corporate family rating upgraded to B3 from Caa2

  -- Probability of default rating upgraded to B3/LD from Caa2

  -- $35 million Senior Secured Revolving Credit Facility Due
     2014, assigned B1, LGD3 - 32%

  -- $185 million Senior Secured Term Loan Due 2014, assigned B1,
     LGD3 - 32%

Withdrawals:

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-4

                             Outlook

Actions:

  -- Outlook, Changed To Stable From Negative

The B3 corporate family rating reflects Securus' still high post-
recapitalization financial leverage, lack of scale and narrow
business focus relative to other rated telecommunications
providers.  Low operating margins suggest an intense competitive
environment, which Moody's does not expect to change materially
over the near-term, despite industry consolidation.  Competition
in the correctional telecommunications industry impedes revenue
growth, which depends on winning contracts through competitive
bids, including the ability to win contracts by agreeing to pay
higher commissions to prison facilities in some instances.
Roughly 25% of the company's revenues are up for bid each year.
Strong market share (30%) within the correctional
telecommunications industry, a forecasted reversal of the
company's declining revenue and improving EBITDA through cost
saving measures support the rating.

The ratings for the specific debt instruments reflect both the B3-
equivalent probability of default for Securus and an average
family loss given default assessment of 50%.

The stable rating outlook is based on Moody's view that the
company has weathered the worst of the macroeconomic pressures in
its markets.  Moderate EBITDA growth, a $20.4 million reduction in
total debt from the initial proposed refinancing, and term loan
amortization should help the company continue on its path to a
more tenable capital structure.

Moody's last rating action for Securus was on March 31, 2010, when
(P)B1 provisional ratings were assigned to the senior secured
credit facilities.  Moody's notes that since the time it assigned
the provisional ratings on the new senior secured credit
facilities, the company increased the size of the term loan to
$185 million from $170 million, and reduced the size of the
revolver to $35 million from $40 million.  These changes were not
material to the CFR or the PDR.

Based in Dallas, TX, Securus Technologies, Inc., is one of the
largest providers of inmate telecommunication services to
correctional facilities, with a presence in 43 states and Canada.
The company generated $363 million of revenue for the fiscal year
ended December 31, 2009.


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 92.84 cents-on-
the-dollar during the week ended Friday, April 30, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.57 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 B1 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.


SIRIUS XM: Unit Merges with XM Satellite
----------------------------------------
On April 14, 2010, XM Satellite Radio Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of Sirius XM Radio Inc.,
merged with and into XM Satellite Radio, Inc., a Delaware
corporation and wholly-owned subsidiary of XM Holdings.

XM Satellite Radio, Inc., was the surviving corporation of the
Merger, and as a result became a direct wholly-owned subsidiary of
Sirius.

A full-text copy of the certificate of ownership and merger filed
in the State of Delaware pursuant to Section 253 of the General
Corporation Law of the State of Delaware in connection with the
Merger is available for free at:

              http://ResearchArchives.com/t/s?6100

On April 14, 2010, in connection with the Merger, XM Satellite
Radio, Inc., the subsidiary guarantors party to the indenture
governing the Senior PIK Secured Notes due 2011 and U.S. Bank
National Association, as trustee, entered into a supplemental
indenture.  Pursuant to the Supplemental Indenture, (i) XM
Satellite Radio, Inc., assumed all the obligations of XM Holdings
under the Indenture, the Notes and the related agreements and (ii)
certain subsidiaries of XM Satellite Radio, Inc., were added as
guarantors. As of April 14, 2010, after giving effect to the
Merger, approximately $113,685,000 aggregate principal amount of
the Notes was outstanding.

A full-text copy of the Supplemental Indenture is available for
free at: http://ResearchArchives.com/t/s?6101

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

As of December 31, 2009, the Company had total assets of
$7.263 billion against total liabilities of $7.226 billion.

                           *     *     *

Sirius carries (i) a 'B' corporate credit rating from Standard &
Poor's and (ii) 'Caa1' corporate family rating and 'B3'
probability of default rating from Moody's.


SOUTH CANAAN: Pursues LLC Member for Breach of Fiduciary Duty
-------------------------------------------------------------
WestLaw reports that bankrupt limited liability companies' claims
against a corporate creditor that had filed a proof of claim in
their jointly administered Chapter 11 cases, for allegedly aiding
and abetting the debtors' member in a breach of fiduciary duties
that he owed to the debtor-LLCs, along with the debtors' objection
to the creditor's proof of claim, came within the "core"
jurisdiction of the bankruptcy court, as being part of the claims
allowance process that could occur only in a bankruptcy case.
However, the breach of fiduciary duty claims against the member
were only "related to" claims, as state law claims that could
arise outside bankruptcy, but whose successful prosecution would
increase the distributable assets of the debtors' estates.  In re
South Canaan Cellular Investments, LLC, --- B.R. ----, 2010 WL
1257449 (Bankr. E.D. Pa.).

South Canaan Cellular Investments, LLC, and South Canaan Cellular
Equity, LLC, sought chapter 11 protection (Bankr. E.D. Pa. Case
Nos. 09-10473 and 09-10474) on Jan. 25, 2009.  At the time of the
filing, the Debtors estimated their assets at $10 million to
$50 million and their liabilities at less than $10 million.  The
Bankruptcy Court has approved a chapter 11 plan for the Debtors
that would pay creditors' claims in full.


SPONGETECH DELIVERY: Faces Lawsuits for Unpaid Advertisements
-------------------------------------------------------------
The New York Post's Kaja Whitehouse reports that SpongeTech
Delivery Systems is facing lawsuits seeking more than $2 million
in claims.

According to the Post, the claims were made by:

     1. The Chicago Bears Football Club is suing SpongeTech for
        $260,000 before the Cook County, Illinois Circuit Court
        for money it claimed was owed for advertising and "other
        promotional benefits";

     2. The New York Islanders Hockey Club is suing the Company
        before the Nassau County Supreme Court for $405,000,
        alleging the Company failed to pay for ads at the Nassau
        Veterans Memorial Coliseum;

     3. CBS Radio, for $366,231;

     4. the New York Giants, for $360,000;

     5. Madison Square Garden, for $430,880; and

     6. the Mets' Citi Field, for $300,000 in bounced checks over
        display ads at the stadium.

The Bears' and Islanders' lawsuits were filed earlier this month.

The NY Post relates that the Islanders said in the lawsuit, Chris
Lombardo, its director of corporate partnerships, "personally
visited" SpongeTech CFO Steve Moskowitz in January to collect
$90,000 owed to the franchise, however, the team was unable to
cash the check because the account on which it was written was
closed.

According to the Post, SpongeTech officials didn't respond to a
request for comment, but they have previously denied the claims
filed by Madison Square Garden and CBS Radio.

SpongeTech last filed a financial report with the Securities and
Exchange Commission in April 2009, to report numbers for the
quarterly period ended February 28, 2009.  The Company has not
filed any financial report since then, including its annual report
on Form 10-K for the fiscal year ended May 31, 2009.

As of February 28, 2009, the Company had total assets of
$21,787,944 against total liabilities, all current, of $1,825,915,
resulting in stockholders' equity of $19,962,029.

As reported by the Troubled Company Reporter, Drakeford &
Drakeford LLC, in New York, expressed substantial doubt about
Spongetech's ability to continue as a going concern after auditing
the company's financial statements for the year ended May 31,
2007.  For the fiscal year ended May 31, 2007, the company
incurred net losses of $817,217.  As of May 31, 2007, the company
had an accumulated deficit of $3,652,718 and a working capital
deficiency of $268,498.

Spongetech Delivery Systems, Inc., distributes a line of
hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.


ST JOHN: Moody's Withdraws 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to St.
John Knits International, Inc.

The ratings were withdrawn as the company no longer has any rated
debt outstanding following a recent refinancing transaction (not
rated by Moody's).

These ratings were withdrawn:

  -- Corporate Family Rating at B3;
  -- Probability of Default rating at Caa1;
  -- Senior secured term loan due March 2012 at B2 (LGD 2, 29)

The last rating action on St. John was on July 15, 2009, when
Moody's downgraded the company's corporate family rating to B3
with a negative outlook.

Based in Irvine, California, St. John is a designer and
manufacturer of luxury women's clothing under the "St John Knits"
brand.  The company supplies product to leading high-end retailers
and its exclusive chain of high street retail stores.  Revenue for
the twelve month period ending January 31, 2010, was about
$270 million.


STARTECH ENVIRONMENTAL: Files for Chapter 11 in Connecticut
-----------------------------------------------------------
Startech Environmental Corp. filed a voluntary petition for
reorganization, protection and relief under Chapter 11 of the
Bankruptcy Code.  The Case is pending in the US Court In
Bridgeport, Connecticut.

Startech Environmental Corporation -- http://www.startech.net./ -
- is an environmental technology corporation dedicated to the
development, production and marketing of waste minimization,
resource recovery and pollution prevention systems that convert
waste into valuable commodities.  The company manufactures and
sells a recycling system called the Plasma Converter for the
global marketplace.  The Plasma Converter is a plasma processing
technology, which achieves closed-loop elemental recycling that
destroys hazardous and non-hazardous waste and industrial by-
products, while converting them into useful commercial products.
These products could include a synthesis gas called PCG (Plasma
Converted Gas), surplus energy for power, hydrogen, metals and
silicate for possible use and sale.  The company's Plasma
Converter Systems are sold to generators of waste and processors
of waste. StarCell is the Company's hydrogen selective membrane
device that separates hydrogen from PCG.


STARTECH ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Startech Environmental Corporation
        88 Danbury Road, Suite 1200
        Wilton, CT 06897-2525

Bankruptcy Case No.: 10-50955

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Craig I. Lifland, Esq.
                   E-mail: clifland@zeislaw.com
                  Jeffrey M. Sklarz, Esq.
                   E-mail: jsklarz@zeislaw.com
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

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 filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb10-50955.pdf

The petition was signed by Joseph Longo, chairman/CEO.


SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
96.69 cents-on-the-dollar during the week ended Friday, April 30,
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 375 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 28, 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.

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'.


SUNRISE SENIOR: Court Dismisses HCP Litigation
----------------------------------------------
Sunrise Senior Living, Inc., disclosed that, in an oral ruling,
the United States District Court for the Eastern District of
Virginia granted summary judgment for Sunrise, dismissing all
claims in the litigation filed against the Company by HCP, Inc.,
with respect to management agreements under which Sunrise manages
four assisted living communities owned by HCP.

"We are very pleased that the Court has thrown out the baseless
case brought against Sunrise by HCP," said Mark Ordan, Sunrise's
chief executive officer.  "The Court's ruling confirms that
Sunrise has fulfilled its obligations under the management
contracts with HCP.  We are grateful for the support of our team
members, shareholders, residents and their families throughout
this process.  The greatest strength of our Company has always
been the outstanding service we provide to all of our seniors and
we look forward to continuing to serve these communities."

The Court is expected to issue its formal order regarding the
ruling in due course.

                         Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, express substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2009.  The auditor said the Company cannot borrow under the
bank credit facility and the Company has significant debt maturing
in 2010 which it does not have the ability to repay.

                    Cash and Liquidity Update

Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009.
Sunrise has no borrowing availability under its bank credit
facility, and has significant scheduled debt maturities in 2010
and significant debt that is in default.  As of December 31, 2009,
Sunrise had debt of $440.2 million, of which $227.2 million of
debt is scheduled to mature in 2010, including $33.7 million under
its bank credit facility, which is due in December 2010. Debt that
is in default totals $317.2 million, including $198.7 million of
debt that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities. Sunrise is seeking waivers with respect to existing
defaults to avoid acceleration of these obligations.

On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was
either past due or in default at December 31, 2009.  The debt is
associated with an operating community and two land parcels.  In
connection with the extension, Sunrise (i) made a $5.0 million
principal payment at closing, (ii) extended the terms of the debt
to no earlier than December 2, 2010, (iii) provided for an
additional $5.0 principal payment on or before July 31, 2010, and,
among other items, (iv) defaults under the loan agreements were
waived by the lenders.

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

The Company reported $910.58 million in total assets and
$884.35 million in total liabilities, resulting to a
$26.23 million stockholders' deficit as of Dec. 31, 2009.


SYNOVUS FINANCIAL: Fitch Affirms 'BB-' Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' long-term Issuer Default
Ratings of Synovus Financial Corporation and its subsidiary banks
following the company's announcement describing multiple capital
raising initiatives.  The Rating Outlook remains Negative.

The affirmation follows SNV's successful completion of its
$958 million new capital raise, comprising a $668 million (net
proceeds) common stock public offering, $290 million (net
proceeds) of tangible equity units.  The tMeds consist of prepaid
common stock purchase contracts recorded as equity and junior
subordinated amortizing notes recorded as debt.  Each forward
purchase contract will automatically settle in May 2013.  The
amortizing notes will rank equally with all of SNV's unsecured and
junior subordinated debt.  Under Fitch's Hybrid Equity Criteria,
the tMeds are assigned 0% equity credit.

Fitch considers these capital enhancements as necessary given the
company's persistent asset quality challenges, significant credit
exposure (particularly Commercial Real Estate to troubled regions
of the Southeastern U.S., and ongoing concerns regarding the
Memorandum of Understanding.  Fitch believes this capital raise
will facilitate the additional capital enhancements and various
balance sheet refinements SNV has also articulated, such as the
previously announced charter consolidation, the U.S. Treasury
'TARP for Trup' exchange, conditional exchange offer for
subordinated debt, and possible DTA allowance reversal.

Despite the capital raise, Fitch is maintaining its Negative
Rating Outlook to reflect the possibility of credit deterioration
becoming more pronounced, which could erode the full benefit of
the new capital.  Credit issues continue to stem from SNV's
residential construction, development, and land loan portfolios
(the majority of which reside in the greater Atlanta area and
Florida).  While Fitch expects credit stress to persist throughout
2010, the supplementary capital and improved reserve levels are
anticipated to provide adequate coverage of future losses at the
current rating level.  Although nonperforming assets remain
elevated, management has remained successful in aggressively
disposing of problem assets as new NPL inflows have also
diminished.  Absent additional capital augmentations, SNV's
tangible equity to tangible assets ratio will remain pressured
throughout 2011, based on Fitch's existing CRE stress tests as
articulated in the agency's Special Report 'U.S. Bank CRE Exposure
Review' dated Nov. 16, 2009.

With over $33 billion in assets, SNV is a diversified financial
services holding company based in Columbus, GA.  Operating through
its lead bank, Columbus Bank & Trust Company and its other
numerous affiliated banks, SNV provides a broad range of
traditional consumer and commercial banking products and services
throughout its southeast footprint.

Fitch has affirmed these ratings with a Negative Outlook:

Synovus Financial Corp.

  -- Long-term IDR at 'BB-';
  -- Subordinated Debt at 'B';
  -- Preferred Stock at 'B-';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Columbus Bank & Trust

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Athens First Bank & Trust Co.

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Coweta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Nashville

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of North Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Pensacola

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Tuscaloosa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

CB&T Bank of Middle Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens Bank & Trust of West Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens First Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Coastal Bank of Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Cohutta Banking Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank & Trust Co.

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Community Bank & Trust of Southeast Alabama

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank of Huntsville

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Community Bank of Tifton

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First National Bank of Jasper

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First State Bank and Trust Company of Valdosta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Georgia Bank & Trust

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of South Carolina

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of Walton County

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sea Island Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Security Bank & Trust Company of Albany

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sterling Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sumter Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Synovus Bank of Tampa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Tallahassee State Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Trust One Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Vanguard Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.


TBS INTERNATIONAL: Continues Discussions with Lenders
-----------------------------------------------------
TBS International plc has secured a waiver through May 14, 2010,
of certain covenants with respect to its outstanding credit
facilities with its syndicate of lenders led by Bank of America,
its syndicate of lenders led by The Royal Bank of Scotland and its
syndicate of lenders led by DVB Group Merchant Bank, as well as
its loan agreements with AIG Commercial Equipment, Commerzbank AG,
Berenberg Bank and Credit Suisse.  The 2-week waiver is intended
to give the parties adequate time to continue negotiations of new
credit facilities, or amendments to existing credit facilities,
which TBS International believes will be executed prior to May 14.

In December 2009, the company entered into agreements with the
lenders under the Financing Facilities to waive certain financial
covenants through March 31, 2010.  On March 31, 2010, the
Financing Facilities were further modified to provide a waiver
through April 30, 2010 of the collateral coverage covenants and
other financial covenants, provided that the company satisfies new
covenants, including minimum end of month cash balances of not
less than $25.0 million and a minimum ratio of earnings before
interest, depreciation and amortization to interest expense. On
April 30, 2010, the Financing Facilities were further modified to
provide a waiver through May 14, 2010.

                   About TBS International

TBS International plc -- http://www.tbsship.com --  formerly TBS
International Limited, is an ocean transportation services company
that offers worldwide shipping solutions to a diverse client base
of industrial shippers.  The Company offers liner, parcel and bulk
services supported by a fleet of multipurpose tweendeckers and
handysize and handymax bulk carriers.  The Company has developed
its business around trade routes between Latin America and Japan,
South Korea and China, as well as ports in North America, Africa,
the Caribbean, and the Middle East.  The Company offers a fully
integrated shipping solution to its customers, which it refers to
as its Five Star Service.


TISHMAN SPEYER: Appaloosa Loses Bid to Join in Foreclosure Suit
---------------------------------------------------------------
The New York Post, citing reporting by Bloomberg, reports that
U.S. District Judge Alvin Hellerstein in Manhattan rejected a bid
by David Tepper's Appaloosa Investment LP to join in a lawsuit to
foreclose on Manhattan's Stuyvesant Town and Peter Cooper Village
apartments.  The judge said Appaloosa had no legal right to
"intervene" in the suit.

"Its interests are contingent and speculative," Judge Hellerstein
said in court of Appaloosa, according to the report.  "It really
has no place in this lawsuit."

As reported by the Troubled Company Reporter on February 26, 2010,
Appaloosa objected to a decision by CW Capital Management to
foreclose on the owners of Stuyvesant Town and Peter Cooper
Villages.  CW oversees the two complexes on behalf of lenders.
According to Charles V. Bagli at The New York Times' City Room
section, Appaloosa said a foreclosure could cost as much as
$200 million in transfer taxes.  Appaloosa said CW should have
pushed the owners to go into bankruptcy court, thereby avoiding
the necessity of paying those taxes.  Appaloosa also argued that
CW has "irreconcilable conflicts of interest" because it is both
the "servicer" for the mortgage and an important debtholder.

The NY Times said Appaloosa has acquired control of more than
$750 million of $3 billion in mortgages in the complexes.

According to the TCR on April 27, 2010, Kaja Whitehouse at the New
York Post said sources familiar with the matter said CW Capital
and Bank of America are asking a judge for permission to sell the
Stuyvesant Town-Peter Cooper Village separately.  The Post said CW
and Bank of America made the request so that they had available to
them all possible sale scenarios -- and to shield them from claims
they didn't do everything to get the best possible price for the
complex.

The Post said few expect the two parcels to be sold separately.
The Post noted that CW is obligated to offer the property for sale
"in all the possible combinations," said a person familiar with
the deal, who also characterized the chances of a split as
"extremely unlikely."

StuyTown includes 35 buildings, while Peter Cooper Village has 21
buildings.  Combined, the development totals 11,000 apartments.

Tishman Speyer and BlackRock paid $5.4 billion for the complex in
2006, with plans of converting the regulated apartments to market-
rate apartments.

The NY Times in February 2010 said the most recent appraisal of
Stuyvesant Town and Peter Cooper Village put the worth of the
complexes at about $1.8 billion.  But many analysts and investors
say that the complexes, which contain more than 11,000 apartments,
will be worth far more in the future.

The NY Times also said the Stuyvesant Town-Peter Cooper Village
Tenants Association is pursuing a restructuring plan that would
allow some tenants to purchase their apartments, while ensuring
that thousands of other units remain affordable under the state's
rent regulations.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center.  The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TORONTO-DOMINION BANK: S&P Corrects Rating on Notes to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on The
Toronto-Dominion Bank's C$48,031,000 portfolio credit-linked note
by reinstating it at 'CCC-'.  The transaction is a synthetic
collateralized debt obligation.

On Feb. 26, 2010, S&P incorrectly withdrew its rating on the
portfolio credit-linked note.  Standard & Poor's has corrected the
rating on the notes by reinstating it at its former level.

                         Rating Corrected


                    The Toronto-Dominion Bank
                  CAD48,031,000 CLN (Gatehouse)

                                             Rating
                                             ------
Class                              To       Feb. 26   Pre-Feb. 26
-----                              --       -------   -----------
Portfolio credit-linked note       CCC-     NR        CCC-

                          NR - Not rated.


TOUSA INC: Wins Nod of Agreements with Regal Oaks
-------------------------------------------------
TOUSA Homes, Inc., received permission from the Bankruptcy Court
to enter into a settlement agreement and a termination agreement
relating to a development known as Regal Oaks at Old Town, located
in Osceola County, Florida.

Regal Oaks is a short-term rental community located in Osceola
County, Florida.  TOUSA Homes developed the Regal Oaks Community,
which consists of 456 units in accordance with a common scheme of
a Declaration of Covenants, Restrictions and Easements for Regal
Oaks at Old Town.  TOUSA Homes has sold 94 of the developed lots
within Regal Oaks.  Of the remaining 362 townhome units, 69 units
have been completed and remain unsold, while 293 lots are
undeveloped.

As previously reported, TOUSA Homes sought and obtained Court
permission to reject a sale and purchase contract it entered with
Superior Homes and Investments, LLC.  TOUSA Homes also sought and
obtained the Court's authority to enter into several agreements
with Superior Homes concerning the Regal Oaks Community, which
include a brokerage agreement, a lease agreement, and an escrow
agreement and marketing agreement.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, tells the Court that a number of disputes arose between
TOUSA Homes and Superior Homes after the rejection of the
Prepetition Contract and entry into the Superior Homes
Agreements.  Among others, TOUSA Homes asserted that Superior
Homes failed to perform as required under the Brokerage
Agreement.  In turn, Superior Homes argued that TOUSA Homes
failed to pay the full amount of the marketing fee due under the
Marketing Agreement.  The Homeowners at the Regal Oaks Community
also alleged that Superior Homes and certain of its affiliates
failed to fulfill their obligation to pay certain operating
expenses for the Regal Oaks Community and return to the
Homeowners any excess of the rental proceeds over the operating
expenses.  The Homeowners have refused to pay the Assessments
invoiced by the Homeowners Association.  "As a result, TOUSA
Homes is funding the operating deficit of the Association," Mr.
Singerman notes.

Given these circumstances, TOUSA Homes initiated negotiations
with the Superior Homes Entities and representatives of the
Homeowners in an effort to (1) terminate the Superior Homes
Agreements, which would allow TOUSA Homes to sell units within
Regal Oaks free of its obligations under the Superior Agreements;
and (b) reach an agreement with the Owners with respect to
ongoing Assessments necessary to maintain the Property and
complete construction of the Regal Oaks clubhouse.

However, in February 2009, an involuntary case under Chapter 7
was commenced against Superior Homes in the United States
Bankruptcy Court for the Middle District of Florida.  Robert
Morrision was appointed as trustee in Superior Homes' bankruptcy
case.

                     Settlement Agreement

After engaging in extended arm's-length negotiations, TOUSA Homes
and the Homeowners entered into a settlement agreement, which
amends the Declaration with the Homeowners' Association and
provides for the entry into the Declaration of Covenants and
Restrictions for Regal Oaks at Old Town Club, among others.

The salient terms of the Settlement Agreement are:

  (a) So long as the Owners have record title to not
      less than 45 units, the Homeowners who execute the
      Settlement Agreement will be entitled to one
      representative on the three member board.

  (b) The Homeowners' assessment obligations for the period
      through March 31, 2010 are waived.  The Homeowners'
      assessment obligations for the period beginning April 1,
      2010 are not waived.

  (c) TOUSA Homes will convey Tracts G and H, which relate to
      the clubhouse property, to the club.

  (d) Existing homeowners will be afforded access to the
      clubhouse facilities under an arrangement that will limit
      future increases in operating costs for club membership to
      7.5% per annum, excluding costs associated with capital
      improvements.

  (e) TOUSA Homes is responsible for the costs of construction
      of any improvements to the club.  However, the Homeowners
      are liable for their pro rata share of the operating costs
      in connection with any capital improvements not exceeding
      the 7.5% per annum cap.

  (f) The Homeowners agree to release TOUSA Homes from any
      claims in any way based 'on the Superior Homes Agreements.

                        Termination Agreement

TOUSA Homes; the Superior Homes Trustee; Regal Oaks at Old Town
Club, LLC; Regal Oaks Realty, LLC; Regal Oaks at Old Town Owners'
Association, Inc.; and Superior Cable Company, LLC entered into
an agreement regarding termination of agreements and preservation
of claims.  As a result of the Termination Agreement, TOUSA Homes
will be free to move forward with the sale of townhome units in
the Regal Oaks Community free from any restrictions otherwise
imposed as result of the Superior Homes Agreements.

The salient terms of the Termination Agreement are:

  (a) The Termination Agreement ends the terms of these
      agreements:

       -- a lease agreement between TOUSA, Inc. and Superior
          Homes;

       -- a lease agreement between TOUSA, Inc. and Old Town
          Club;

       -- a brokerage agreement for Regal Oaks between TOUSA,
          Inc., Regal Oaks Realty and Old Town Club, as amended;

       -- a marketing agreement between TOUSA, Inc. and Regal
          Oaks Realty, LLC;

       -- a bulk services agreement between Regal Oaks
          Association and Superior Cable; and

       -- an escrow agreement between TOUSA, Inc., Superior
          Homes and Old Town Club, as amended.

  (b) In consideration of the termination of the Superior Homes
      Agreements, TOUSA Homes will pay $190,000 to the Superior
      Homes Trustee.

  (c) The Superior Homes Trustee will waive all postpetition
      claims otherwise assertable against TOUSA Homes.  The
      Superior Homes Trustee retains his rights with respect to
      Superior Homes' Prepetition Claim Nos. 2411 and 4185
      exceeding $100 million and any and all of TOUSA Homes'
      defenses are expressly preserved.

  (d) The Parties will exchange mutual releases of any and all
      claims and causes of action relating to the Regal Oaks
      Community and the Superior Homes Agreements.

The Settlement Agreement will result in an expedient resolution
of the controversy among TOUSA Homes and the Homeowners with
respect to the Assessments and ongoing expenses associated with
the Regal Oaks Community, Mr. Singerman asserts.  Absent the
Settlement Agreement and approval of the Declarations, TOUSA
Homes would continue to bear the cost of maintaining the Regal
Oaks Community if the Owners continued to refuse to pay the
Assessments, he points out.

Similarly, the Termination Agreement, which is the cornerstone of
the global resolution of issues associated with Regal Oaks,
eliminates the need for litigation with the Superior Homes
Trustee concerning the parties' rights under the Superior
Agreements, Mr. Singerman relates.

The $190,000 Settlement Amount payable to the Superior Homes
Trustee is most likely less than the costs associated with
litigation concerning the current disputes arising under the
Superior Agreements, he assures the Court.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TPREF FUNDING: Fitch Downgrades Ratings on Senior Notes to 'D'
--------------------------------------------------------------
Fitch Ratings has downgraded one class of notes issued by TPref
Funding I, Ltd./Corp.

On the April 15, 2010 payment date, there was an interest
shortfall to the senior subordinate notes.  The senior subordinate
notes only received 73.5% of its periodic interest due of
$582,803.  As a result of the non-payment of the full interest, an
event of default was declared on April 23, 2010.

Fitch has downgraded this class of TPref I:

  -- $110,944,083 floating-rate senior subordinate notes to 'D'
     from 'C'.

Fitch does not assign Rating Outlooks to classes rated 'CCC' or
lower.


TRIUMPH GROUP: S&P Affirms Corporate Credit Rating at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Wayne, Penn.-based Triumph
Group Inc. and removed them from CreditWatch, where S&P placed
them with negative implications on March 23, 2010.  The outlook is
negative.  At the same time, S&P assigned its 'BB+' issue-level
rating, one notch above the corporate credit rating, and '2'
recovery rating to the company's proposed $300 million senior
secured Term Loan B maturing in 2016, indicating S&P's expectation
of substantial (70% to 90%) recovery in a payment default
scenario.  S&P also assigned its 'B+' issue-level rating, two
notches below the corporate credit rating, and '6' recovery rating
to the company's proposed $400 million senior unsecured notes due
2018, indicating S&P's expectation of negligible (0% to 10%)
recovery in a payment default scenario.  Triumph will use the
proceeds, along with common stock to be issued to Carlyle and
other financings, to fund the Vought acquisition and refinance
Vought's existing debt.

"S&P base its ratings affirmation on Triumph's noticeably improved
program and customer diversity from the Vought combination, the
company's moderate financial policy, and stabilizing commercial
aerospace and business jet markets after a major downturn," said
Standard & Poor's credit analyst Roman Szuper.  "The ratings also
incorporate S&P's expectations that Triumph will use its free cash
flow to reduce debt to improve subpar credit protection measures
following the Vought acquisition," he continued.

Potential integration problems between Triumph and Vought, soft
conditions in the commercial and business jet markets, and lack of
improvement on Vought's pension deficit could prevent expected
strengthening in Triumph's credit protection measures, with total
debt to EBITDA remaining above 4x.  This could lead us to lower
the ratings.  A successful integration, meaningful debt reduction,
and further improvement in civil aerospace could strengthen the
financial profile, with total debt to EBITDA consistently
moderating to 3x or less.  As a result, S&P could revise the
outlook to stable.


TRONOX INC: Liquidity Solutions Offers 77% for Claims
-----------------------------------------------------
Liquidity Solutions, Inc., is offering 77 cents-on-the-dollar to
purchase general unsecured claims against Tronox, Inc., and is
debtor-affiliates.  For more information, contact:

       Liquidity Solutions Inc.
       1 University Plaza
       Hackensack, NJ  07601
       Telephone: 201-968-0001
       Fax: 201-968-0010

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class
A common stock and 22,889,431 outstanding shares of class B
common stock.

                       About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Rothschild Bills $13.1-Million for Sept.-Jan. Work
--------------------------------------------------------------
Two Professionals retained in Tronox Inc.'s bankruptcy cases as
the Official Committee of Unsecured Creditors' counsels filed
interim applications for the allowance of fees and expenses
incurred for these periods:

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Pillsbury Winthrop Shaw       09/01/2009-   $841,818    $32,511
   Pittman LLP                01/31/2010

Kasowitz Benson Torrs &       07/31/2009-    351,782      9,510
   Friedman LLP               01/31/2010

Paul, Weiss, Rifkind,         09/01/2009   $1,058,463   $26,172
Wharton & Garrison LLP        01/31/2010

Jefferies & Company, Inc.     09/01/2009-    600,000    133,501
                              01/31/2010

Pillsbury Winthrop Shaw Pittman LLP serves as the Committee's
bankruptcy counsel.  Kasowitz, Benson, Torres & Friedman LLP
serves as the Committee's conflicts counsel. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as the Creditors' Committee's main
counsel.  Jefferies & Company, Inc.
is the Committee's financial advisor.

In addition, professionals by retained by the Debtors filed
interim applications for the allowance of fees and expenses
incurred for the period from September 1, 2009, through
January 31, 2010:

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kirkland & Ellis LLP          09/01/2009-  $4,719,334  $275,812
                              01/31/2010

Rothschild Inc.               09/01/2009-  13,150,000    36,824
                              01/31/2010

Ernst & Young LLP             09/01/2009-   1,017,817    20,192
                              01/31/2010

Kirkland & Ellis LLP serves as the Debtors' main counsel.
Rothschild Inc. is the Debtors' financial advisor and investment
banker.  Ernst & Young LLP is the Debtors' auditor and tax
advisor.


                   Professionals Reduce Fees

Roberta A. DeAngelis, the United States Trustee of Region 3,
tells the Court that these professionals voluntarily reduced
their fees and expenses for the September 2009 to January 2010
period:

A. Kirkland & Ellis

Kirkland seeks an allowance of $4,995,146 in fees and
reimbursement of out-of-pocket expenses aggregating $275,812 for
the Fee Period.  However, Kirkland voluntarily reduced its fees
by $91,925 and its out-of-pocket expenses by $7,600.

In connection with concerns raised by the U.S. Trustee regarding
the fees charged for the use of several attorneys who each billed
less than five hours on vague time entries, Kirkland has
voluntarily agreed to reduce its fees by an additional $25,000,
the U.S. Trustee says.  She adds that in connection with her
concerns regarding firm overhead and secretarial and word
processing overtime charges that did not comply with certain
guidelines, Kirkland & Ellis voluntarily agreed to reduce its
expenses by an additional $5,400.

B. Rothschild

Rothschild seeks an allowance of $13,150,000 in fees and
reimbursement of out-of-pocket expenses aggregating $36,824 for
the Fee Period.

In connection with concerns raised by the U.S. Trustee regarding
fees charged for meals that exceed $20 per person, the maximum
amount allowable, Rothschild voluntarily agreed to reduce its
expenses by $747, representing the amount by which the meals
exceeded the $20 limit.

C. Ernst & Young

E&Y seeks an allowance of $1,017,817 in fees and reimbursement of
out-of-pocket expenses aggregating $20,192 for the Fee Period.
In connection with concerns raised by the U.S. Trustee regarding
E&Y's request for reimbursement for meals that exceed $20 per
person, E&Y has voluntarily agreed to reduce its expenses by
$433, representing the amount by which the meals exceeded the $20
limit.

D. Paul Weiss

Paul Weiss seeks an allowance of $1,058,463 in fees and
reimbursement of out-of-pocket expenses aggregating $22,318 for
the Fee Period.

In connection with concerns raised by the U.S. Trustee regarding
vague descriptions of services performed and time expended by
junior associates for research and document review, Paul Weiss
has voluntarily agreed to reduce its fees by $25,000.

E. Kasowitz

Kasowitz Benson Torres & Friedman LLP seeks an allowance of
$351,782 in fees and reimbursement of out-of-pocket expenses
aggregating $9,510 for the Fee Period.

In connection with concerns raised by the U.S. Trustee regarding
vague descriptions of the services performed, Kasowitz has
voluntarily agreed to reduce its fees by $15,000.

The U.S. Trustee relates that she also raised concerns regarding
Kasowitz's request for reimbursement for meals that exceed $20
per person.  Accordingly, Kasowitz voluntarily agreed to reduce
its expenses by $364, representing the amount by which the meals
exceeded the $20 limit.

                       About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORP: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 90.83 cents-
on-the-dollar during the week ended Friday, April 30, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.73
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)


UNITED WESTERN: Taps James Peoples as CEO of United Western Bank
----------------------------------------------------------------
United Western Bancorp, Inc., disclosed that James R. Peoples has
been appointed interim Chairman of the Board, Chief Executive
Officer and President of the Company's principal subsidiary,
United Western Bank effective April 30, 2010.  The Bank expects to
make Mr. Peoples' positions permanent within the next 70 days.

Guy A. Gibson, the Company's Chairman of the Board, welcomed Mr.
Peoples to his new positions with United Western Bank saying, "Jim
Peoples is a seasoned veteran of the banking industry and brings
to us over 35 years of experience as a senior officer in diverse
banking organizations.  He is the leader our organization requires
for the development of United Western Bank as we move forward. We
are extremely pleased to have Jim on board."

Mr. Peoples began his banking career in 1974 in Cleveland, Ohio,
with Central National Bank of Cleveland (now part of KeyCorp) and
moved to New York in 1980 to oversee credit with the International
Banking subsidiary.  He has served as Chief International Credit
Officer for NatWest USA, as well as in senior credit
administration and lending positions for First Interstate Bancorp
and First Interstate Bank of Denver beginning in 1988.  Mr.
Peoples was named President of KeyBank of Colorado in 1997 and
President of KeyBank, Seattle Cascades District in 1999, the
position from which he retired in July 2008.  Mr. Peoples and his
wife moved back to Denver in February 2010 at which time he joined
United Western Bank as Executive Vice President, Credit
Administration.

In addition to his senior management duties with First Interstate,
Mr. Peoples was one of the senior officers in charge of regulatory
affairs dealing with both federal and state bank regulators.

In related news the Company announced that Scot T. Wetzel has
resigned from his position as Chief Executive Officer and
President of the Company and Chairman of the Board, Chief
Executive Officer and President of United Western Bank effective
April 30, 2010.  As noted above, Mr. Peoples will succeed to Mr.
Wetzel's duties with the Bank on an interim basis until such time
as his positions are made permanent.  The Company is considering
both internal and external candidates to replace Mr. Wetzel's
roles with the Company.  In the interim, the functions formerly
performed by Mr. Wetzel will be performed by Mr. Gibson as
Chairman of the Board of the Company.  Mr. Wetzel has also
resigned his positions as a director of the Company and the Bank
but will remain an employee of the Company and a non-executive
officer of United Western Bank for the foreseeable future to allow
both the Company and the Bank to benefit from his experience with
both companies.

Mr. Gibson said, "Scot Wetzel's contribution to both United
Western Bank and United Western Bancorp since December 2005 has
been instrumental in making us who we are today, a community
banking presence in Colorado, and I thank him for his leadership
over the years."

                      About Western Bancorp

Denver, Colo.-based United Western Bancorp, Inc. (NASDAQ: UWBK) --
http://www.uwbancorp.com/-- is a unitary thrift holding company
that operates a community-based bank.  The Holding Company's UW
Trust Company subsidiary provides deposit services to
institutional customers and custodial, administrative, and escrow
services.  At Dec. 31. 2009, the Company's balance sheet showed
$2.5 billion in assets and $2.3 billion in liabilities, and the
company reported a $42 million loss in 2009.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
United Western Bancorp, Inc., has elected to defer regularly
scheduled interest payments on all of the Company's outstanding
junior subordinated debentures, totaling approximately $30.4
million, relating to its trust preferred securities issued by
Matrix Bancorp Capital Trust II, VI and VIII for a period of 20
consecutive quarters on each Security.  The terms of the
Securities and the indenture documents allow the Company to defer
payments of interest for the Deferral Period without default or
penalty.


U.S. CONCRETE: Files for Chapter with Prepack Plan
--------------------------------------------------
U.S. Concrete Inc. together with its 43 affiliates -- excluding
its Michigan joint venture -- filed for Chapter 11 protection in
the U.S. Bankruptcy Court District of Delaware as part of a pre-
arranged restructuring deal with bondholders to cut its debt by
$272 million.

The Company is seeking approval to obtain $80 million debtor-in-
possession financing.

The proposed restructuring will convert the company's 8.325%
senior subordinated notes due in 2014 into equity in the
reorganized company.  Existing shareholders will get warrants to
buy 15% of the reorganized company's stock.

The proposed plan will reduce the Company's subordinated debt by
approximately $272 million and significantly strengthen its
balance sheet.  To implement the restructuring, the Company is
seeking expedited confirmation of a Plan of Reorganization filed
with the United States Bankruptcy Court in the District of
Delaware.

The Plan provides that the holders of the Company's 8.325% Senior
Subordinated Notes due 2014 would exchange their Notes for the
equity in the reorganized Company.  Existing shareholders would
receive warrants to acquire 15 percent of the equity of the
reorganized Company, with exercise prices to be set based upon
achievement of certain valuation hurdles of the reorganized
Company.

                      About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., is a major producer of
ready-mixed concrete, precast concrete products and concrete-
related products in select markets in the United States.

According to the Troubled Company Reporter on March 19, 2010,
U.S. Concrete Inc. filed its annual report Form 10-K for the
year ended December 31, 2009, with the Securities and Exchange
Commission.  In the Form 10-K, PricewaterhouseCoopers LLP, in
Houston, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has experienced severe sales volume declines and
diminished liquidity and may be unable to satisfy its obligations
and fund its operations in 2010.

The Company's balance sheet as of Dec. 31, 2009, showed
$389.2 million in assets and $399.4 million of debts, for a
stockholders' deficit of $10.2 million.


US FOODSERVICE: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 90.68 cents-
on-the-dollar during the week ended Friday, April 30, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.77
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 July 3, 2014, and carries
Moody's B2 rating 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.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


US SILICA: Moody's Assigns 'B1' Rating on $160 Mil. Senior Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to U.S. Silica's
proposed $160 million senior secured term loan maturing 2016.  In
addition, Moody's assigned B2 Corporate Family and Probability of
Default Ratings to the company.  The proceeds of the term loan, in
conjunction with a new, unrated, $75 million mezzanine facility
will be used to repay existing indebtedness and fund a sponsor
dividend.  The rating outlook is stable.

U.S. Silica's B2 corporate family rating reflects its limited size
and reliance on a single commodity-priced product, its relatively
high degree of leverage, regional concentration in the southern
and eastern United States, exposure to cyclical end markets,
including glass production, building products, oil & gas, and
chemicals, and its very modest cash flow generating capacity
relative to outstanding debt.  With pro forma outstanding debt at
$235 million, Moody's views the company's level of debt as high
for a company of its size and dependence on a single commodity
product.

Positive factors supporting the ratings include the company's
position as the second-largest producer of industrial silica in
the United States with solid regional positions, extensive proven
and probable reserves estimated at over 30 years at current
production levels, strategically located quarries and production
facilities, manageable capital spending requirements, and long-
standing customer relationships.

The stable outlook presumes that that company will apply its free
cash flow towards gradually amortizing the term debt and that
demand for industrial sand gradually improves from cyclical lows,
amid a generally firm pricing environment.

The B1 rating of the senior secured term loan benefits from
seniority over the company's unsecured mezzanine credit facility
and as a result is notched above the company's B2 corporate family
rating.

This is the first time Moody's has provided a public rating for
U.S. Silica.

Based in Berkeley Spring, West Virginia, U.S. Silica operates 13
silica mining and processing facilities, and is the second-largest
producer of industrial silica sand in North America.


WENDEL HOLLIDAY: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Wendel Holliday
               Janet Holliday
               2452 Henry A. Wallace Road
               Greenfield, IA 50849

Bankruptcy Case No.: 10-02182

Chapter 11 Petition Date: April 28, 2010

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Debtor's Counsel: Michael P. Mallaney, Esq.
                  5015 Grand Ridge Drive
                  Suite 100
                  West Des Moines, IA 50265-5749
                  Tel: (515) 223-4567
                  Fax: (515) 223-8887
                  E-mail: mpmallaney@hudsonlaw.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 6 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/iasb10-02182.pdf

The petition was signed by Wendel Holliday and Janet Holliday.


WEST FRASER: S&P Changes Outlook to Stable; Affirms 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on West
Fraser Timber Co. Ltd. to stable from negative.

At the same time, S&P affirmed its ratings on the company,
including its 'BB' long-term corporate credit rating.

"S&P base the outlook revision on its expectation that WFT's
profitability and credit measures will improve in 2010 based on
higher lumber and pulp prices," said Standard & Poor's credit
analyst Jatinder Mall.

"The ratings on WFT reflect S&P's view of the company's position
as a leading North American lumber producer, its low-cost lumber
operations, a high degree of fiber integration, and product
diversity.  These strengths are somewhat offset in S&P's opinion
by the company's participation in a cyclical market and weak
credit metrics," Mr. Mall added.

WFT is an integrated wood products company with operations in
western Canada and the southern U.S.  Although its core business
is lumber production, it also produces panels, pulp, and
newsprint.  WFT has an annual production capacity of 5.5 billion
board feet of lumber.

Standard & Poor's considers WFT's business risk profile as fair.
The long-term fundamentals for the North American housing
construction market remain strong in S&P's view.  WFT's modern and
cost-efficient facilities have contributed to above-average
returns in the forest products sector through the cycle.  Given
the company's low cost position S&P would expect profitability to
improve quickly as lumber prices improve.  While WFT's U.S. saw
mills are not as modern as its Canadian mills, they do provide
diversification and reduce the company's exposure to the U.S.
dollar.

The stable outlook reflects Standard & Poor's expectations that
WFT's financial performance will improve markedly in 2010 based on
improved prices.  However, S&P remain cautious as demand for
lumber remains weak and credit metrics could deteriorate if lumber
prices were to decline below US$200 per Msf.  An upgrade on the
company would require sustained leverage of 2.5x with a funds from
operations-to-debt ratio of about 30%, which could happen later
this year.


WESTERNBANK PR: Closed; Banco Popular Assumes Deposits
------------------------------------------------------
Westernbank Puerto Rico of Mayaguez, P.R., was closed on April 30,
2010, by the Office of the Commissioner of Financial Institutions
of the Commonwealth of Puerto Rico, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Banco Popular de Puerto Rico of San Juan, P.R., to
assume all of the deposits of Westernbank Puerto Rico.

The 46 branches of Westernbank Puerto Rico will reopen during
normal business hours as branches of Banco Popular de Puerto Rico.
Depositors of Westernbank Puerto Rico will automatically become
depositors of Banco Popular de Puerto Rico.  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 former Westernbank Puerto Rico branch until they receive
notice from Banco Popular de Puerto Rico that it has completed
systems changes to allow other Banco Popular de Puerto Rico
branches to process their accounts as well.

As of Dec. 31, 2009, Westernbank Puerto Rico had around
$11.94 billion in total assets and $8.62 billion in total
deposits.  Banco Popular de Puerto Rico did not pay the FDIC a
premium to assume all of the deposits of Westernbank Puerto Rico.
In addition to assuming all of the deposits, Banco Popular de
Puerto Rico agreed to purchase around $9.39 billion of the failed
bank's assets.  The FDIC will retain the remaining assets for
later disposition.

The FDIC and Banco Popular de Puerto Rico entered into a loss-
share transaction on $8.77 billion of Westernbank Puerto Rico's
assets.  Banco Popular de Puerto Rico 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, visit:

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

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-591-2909. Interested parties also can
visit the FDIC's Web site at:

               http://ResearchArchives.com/t/s?6117

                              or

               http://ResearchArchives.com/t/s?6118

The FDIC encourages all bank customers to review more information
about the transaction by visiting

         http://www.fdicseguro.gov

As part of this transaction, the FDIC will acquire a value
appreciation instrument. This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $3.31 billion.  Banco Popular de Puerto Rico's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives.  Westernbank Puerto Rico
is the 60th FDIC-insured institution to fail in the nation this
year.  Western Bank was one of three institutions closed in Puerto
Rico today.


WILLIAM BRINTNALL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: William Elgy Brintnall
               aka William Brintnall
               aka Bill Brintnall
               Shannon Marie Brintnall
               fka Shannon Marie Tinoco
               fka Shannon Marie Finnerty
               17028 Crest Heights Dr
               Canyon Country, CA 91387

Bankruptcy Case No.: 10-26656

Chapter 11 Petition Date: April 28, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Mark T. Young, Esq.
                  Donahoe & Young LLP
                  25152 Springfield Ct Ste 345
                  Valencia, CA 91355-1096
                  Tel: (661) 259-9000
                  Fax: (661) 554-7088
                  E-mail: myoung@donahoeyoung.com

Scheduled Assets: $609,208

Scheduled Debts: $1,080,344

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26656.pdf

The petition was signed by William Elgy Brintnall and Shannon
Marie Brintnall.


W.R. GRACE: Future Asbestos Claimants Have Sole Representative
--------------------------------------------------------------
In an amended order, the Bankruptcy Court clarified that only the
Personal Injury Future Claimant Representative in W.R. Grace &
Co.'s cases represents the interests of holders of future asbestos
personal injury demands, including, but not limited to, asbestos
personal injury demands directly or indirectly arising out of or
in any way connected to the Debtors' manufacture, sale or
distribution of Zonolite attic insulation products in Canada.

To recall, Judge Fitzgerald appointed David T. Austern to serve as
the Asbestos PI FCR in the Chapter 11 cases on May 24, 2004.  The
CDN ZAI Claimants have also sought and obtained the Court's
authority to retain Lauzon Belanger S.E.N.C.R.L. and Scarfone
Hawkins LLP as special counsel to represent their interests in the
U.S. proceedings, nunc pro tunc to December 21, 2009,, and going
forward to the date of the confirmation of the Debtors'  Chapter
11 Joint Plan of Reorganization.

The Special Counsel's first fee application must be filed with the
Court and include fees and expenses for the period from December
21, 2009, through the first quarter of 2010.

In a separate modified Order, the Court directed Daniel K. Hogan
and his firm, The Hogan Firm to file a first fee application which
will include fees and expenses the period from December 21, 2009,
through the first quarter of 2010.

Mr. Hogan is counsel to the Representative Counsel for the
Canadian ZAI Claimants, nunc pro tunc to December 21, 2009,
through the Effective Date of the Plan.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court Approves Kay Scholer as IP Counsel
----------------------------------------------------
The U.S. Bankruptcy Court authorized W.R. Grace and its units to
employ Kay Scholer LLP as their intellectual property counsel.
The Debtors contended that no objections to the Application were
filed.

John P. Rynkiewicz, Esq., at Kay Scholer LLP, in Washington, D.C.,
said in an affidavit filed with the Court that in the last 10
years, Kaye Scholer has represented the Debtors in connection
with:

-- various U.S. and foreign trademark clearance, search and
    opinion work for its new and existing trademarks;

  -- U.S. and foreign trademark application filings, responses
     to Examiner's Office Actions and related trademark, domain
     name and copyright registration work;

  -- various U.S. and foreign trademark Opposition and
     cancellation actions against other parties;

  -- drafting and issuance of cease and desist letters, domain
     name enforcement and registration matters;

  -- counseling on company name uses and global protection; and

  -- other related intellectual proper matters.

None of the services involves, or has involved, parties-in-
interest in the Debtors' Chapter 11 cases, Mr. Rynkiewicz related.

The Debtors have asked the Court to allow them to employ Kaye
Scholer as their special counsel for intellectual property
matters.

According to Mr. Rynkiewicz, Kaye Scholer represented and
continues to represent the legal representatives for future
asbestos health claimants the Chapter 11 cases of Armstrong World
Industries, Owens Corning/Fibreboard Corporation, USG Corporation,
Plibrico Corporation and Bauer Supply Company.  The Legal
Representatives do not represent future asbestos health claimants
who may assert claims against the Debtors or claim under any
Section 524(g) Trust which will emerge from the Debtors' Chapter
11 cases.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: BNSF Transfers $2.95MM Claim to Marblegate
------------------------------------------------------
In separate Court filings, these creditors disclosed that they
intend to transfer each of their claims against W.R. Grace & Co.
to these parties:

Transferor                Transferee                      Amount
----------                ----------                      ------
BNSF Railway Company      Marblegate Special          $2,952,761
                          Opportunities Masterfund
                          LP
Liquidity Solutions,      Baltimore Gas and              160,948
Inc.                      Electric Company

Central Fibre Corp.       Restoration Holdings Ltd.       60,728

Fair Harbor Capital       Heidler Roofing                 16,600
LLC                       Service Inc.

Fair Harbor Capital       Judith Yorke                     4,515
LLC

Fair Harbor Capital       Heidler Roofing                  2,995
LLC                       Service Inc.

Fair Harbor Capital       Dann Pecar Newman                1,567
LLC                       & Kleinman P.C.

Raymark Office Supply     95 South Holdings                1,127

Precision Prints          95 South Holdings                1,034

Fair Harbor Capital       Fincher Fire Protection, Inc.      984
LLC

Fair Harbor Capital       Drake Hammond & Associates         773
LLC

Fair Harbor Capital       Consolidated Machine               700
LLC

Audiometrics, Inc.        95 South Holdings          undisclosed

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Kevin McDougall Discloses Zero Equity Stake
----------------------------------------------------------------
Kevin McDougall, EVP and General Counsel of Xerium Technologies,
Inc., disclosed in a Form 3 filing with the Securities and
Exchange Commission that he does not beneficially own securities
of the company.

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)


YANKEE CANDLE: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which The Yankee Candle
Company, Inc., is a borrower traded in the secondary market at
97.98 cents-on-the-dollar during the week ended Friday, April 30,
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 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 6, 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 South Deerfield, Massachusetts, The Yankee Candle
Company, Inc., designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of Jan. 3, 2009,
including 28 Illuminations stores), direct mail catalogs, and its
Internet Web sites:

                 http://www.yankeecandle.com
                 http://www.illuminations.com
                 http://www.aromanaturals.com

Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC, on Feb. 6, 2007, and is now the parent company of
The Yankee Candle Company, Inc.

Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of Jan. 3, 2009.


* BOND PRICING -- For Week From April 26 to 30, 2010
----------------------------------------------------

   Company            Coupon      Maturity Bid Price
   -------            ------      -------- ---------
ABITIBI-CONS FIN       7.875%     8/1/2009    13.000
BOWATER INC            9.500%   10/15/2012    40.000
BOWATER INC            6.500%    6/15/2013    42.000
AMBAC INC              9.375%     8/1/2011    62.300
ACARS-GM               8.100%    6/15/2024    20.000
ADVANTA CAP TR         8.990%   12/17/2026    13.125
AMER GENL FIN          5.200%    6/15/2010    94.762
AT HOME CORP           0.525%   12/28/2018     0.504
LASALLE FNDG LLC       4.250%    5/15/2010    98.250
MERRILL LYNCH          3.450%     3/9/2011    98.000
BANK NEW ENGLAND       8.750%     4/1/1999    11.875
BANK NEW ENGLAND       9.875%    9/15/1999    11.875
BLOCKBUSTER INC        9.000%     9/1/2012    23.750
BALLY TOTAL FITN      14.000%    10/1/2013     1.000
BANKUNITED FINL        6.370%    5/17/2012     7.250
BANKUNITED FINL        3.125%     3/1/2034     7.875
CAPMARK FINL GRP       5.875%    5/10/2012    35.000
CCMM-CALL05/10         8.375%    4/30/2014   100.125
CONGOLEUM CORP         8.625%     8/1/2008    20.000
COLLINS & AIKMAN      10.750%   12/31/2011     0.050
CITADEL BROADCAS       4.000%    2/15/2011    55.063
CELL THERAPEUTIC       4.000%     7/1/2010    94.250
DECODE GENETICS        3.500%    4/15/2011     6.375
DECODE GENETICS        3.500%    4/15/2011     6.375
FRIEDE GOLDMAN         4.500%    9/15/2004     0.875
FEDDERS NORTH AM       9.875%     3/1/2014     0.977
FLEETWOOD ENTERP      14.000%   12/15/2011    15.375
FINLAY FINE JWLY       8.375%     6/1/2012     1.500
FNMA-CALL05/10         2.150%     5/4/2012   100.037
FAIRPOINT COMMUN      13.125%     4/1/2018    15.000
FAIRPOINT COMMUN      13.125%     4/2/2018    17.000
GENERAL MOTORS         9.450%    11/1/2011    36.000
GENERAL MOTORS         7.125%    7/15/2013    37.668
GASCO ENERGY INC       5.500%    10/5/2011    62.500
155 E TROPICANA        8.750%     4/1/2012     5.000
HAWAIIAN TELCOM        9.750%     5/1/2013     3.500
INN OF THE MOUNT      12.000%   11/15/2010    41.000
LEHMAN BROS HLDG       4.375%   11/30/2010    19.750
LEHMAN BROS HLDG       5.000%    1/14/2011    22.000
LEHMAN BROS HLDG       5.750%    4/25/2011    20.010
LEHMAN BROS HLDG       5.750%    7/18/2011    20.750
LEHMAN BROS HLDG       4.500%     8/3/2011    20.960
LEHMAN BROS HLDG       6.625%    1/18/2012    19.925
LEHMAN BROS HLDG       5.250%     2/6/2012    21.200
LEHMAN BROS HLDG       1.500%    3/23/2012    18.250
LEHMAN BROS HLDG       6.000%    7/19/2012    21.000
LEHMAN BROS HLDG       5.000%    1/22/2013    21.250
LEHMAN BROS HLDG       5.625%    1/24/2013    22.375
LEHMAN BROS HLDG       5.100%    1/28/2013    18.500
LEHMAN BROS HLDG       5.000%    2/11/2013    20.750
LEHMAN BROS HLDG       4.800%    2/27/2013    19.625
LEHMAN BROS HLDG       4.700%     3/6/2013    20.850
LEHMAN BROS HLDG       5.000%    3/27/2013    20.500
LEHMAN BROS HLDG       5.750%    5/17/2013    20.500
LEHMAN BROS HLDG       5.250%    1/30/2014    20.910
LEHMAN BROS HLDG       4.800%    3/13/2014    20.000
LEHMAN BROS HLDG       6.200%    9/26/2014    19.900
LEHMAN BROS HLDG       5.150%     2/4/2015    21.500
LEHMAN BROS HLDG       5.250%    2/11/2015    21.800
LEHMAN BROS HLDG       8.800%     3/1/2015    21.375
LEHMAN BROS HLDG       6.000%    6/26/2015    18.250
LEHMAN BROS HLDG       8.500%     8/1/2015    18.400
LEHMAN BROS HLDG       5.000%     8/5/2015    17.400
LEHMAN BROS HLDG       6.000%   12/18/2015    20.500
LEHMAN BROS HLDG       5.500%     4/4/2016    20.750
LEHMAN BROS HLDG       8.920%    2/16/2017    19.000
LEHMAN BROS HLDG       5.875%   11/15/2017    20.500
LEHMAN BROS HLDG       5.700%    1/28/2018    19.000
LEHMAN BROS HLDG       8.050%    1/15/2019    19.069
LEHMAN BROS HLDG       7.000%    4/16/2019    19.000
LEHMAN BROS HLDG       8.750%   12/21/2021    20.500
LEHMAN BROS HLDG       8.500%    6/15/2022    22.000
LEHMAN BROS HLDG      11.000%    7/18/2022    17.500
LEHMAN BROS HLDG      11.000%    8/29/2022    19.000
LEHMAN BROS HLDG       9.500%   12/28/2022    19.100
LEHMAN BROS HLDG       9.500%    1/30/2023    21.500
LEHMAN BROS HLDG       8.750%     2/6/2023    19.760
LEHMAN BROS HLDG       9.500%    2/27/2023    19.625
LEHMAN BROS HLDG      10.000%    3/13/2023    22.500
LEHMAN BROS HLDG      10.375%    5/24/2024    19.570
LEHMAN BROS HLDG      11.000%    3/17/2028    19.520
LEHMAN BROS HLDG       7.500%    5/11/2038     1.250
MTH-CALL05/10          7.000%     5/1/2014   102.197
NORTH ATL TRADNG       9.250%     3/1/2012    48.510
NEFF CORP             10.000%     6/1/2015     9.625
NEWPAGE CORP          12.000%     5/1/2013    40.750
LEINER HEALTH         11.000%     6/1/2012     9.250
OSCIENT PHARM         12.500%    1/15/2011     9.500
QUALITY DISTRIBU       9.000%   11/15/2010    86.250
RITE AID CORP          8.125%     5/1/2010    99.750
RAFAELLA APPAREL      11.250%    6/15/2011    65.000
READER'S DIGEST        9.000%    2/15/2017     1.250
RESIDENTIAL CAP        8.375%    6/30/2010    93.975
ORION POWER HLDG      12.000%     5/1/2010   100.250
RASER TECH INC         8.000%     4/1/2013    43.750
SPHERIS INC           11.000%   12/15/2012    29.000
SIX FLAGS INC          9.750%    4/15/2013    22.800
SIX FLAGS INC          9.625%     6/1/2014    24.200
SIX FLAGS INC          4.500%    5/15/2015    20.200
STATION CASINOS        6.000%     4/1/2012     7.500
STATION CASINOS        6.500%     2/1/2014     0.625
STATION CASINOS        6.875%     3/1/2016     1.008
STATION CASINOS        7.750%    8/15/2016     6.250
STATION CASINOS        6.625%    3/15/2018     2.000
TEKNI-PLEX INC        12.750%    6/15/2010    95.000
THORNBURG MTG          8.000%    5/15/2013     1.500
TRANS-LUX CORP         8.250%     3/1/2012    36.571
TRANSMERIDIAN EX      12.000%   12/15/2010     7.500
TOUSA INC              9.000%     7/1/2010    64.000
TOUSA INC              9.000%     7/1/2010    66.000
TOUSA INC              7.500%    3/15/2011    11.300
TOUSA INC             10.375%     7/1/2012     7.500
TOUSA INC              7.500%    1/15/2015     7.000
TRIBUNE CO             4.875%    8/15/2010    30.750
TIMES MIRROR CO        7.250%     3/1/2013    31.313
TRUMP ENTERTNMNT       8.500%     6/1/2015     0.786
UNITED TECH CORP       4.375%     5/1/2010   100.022
VERENIUM CORP          5.500%     4/1/2027    37.000
VERASUN ENERGY         9.375%     6/1/2017     6.625
WCI COMMUNITIES        9.125%     5/1/2012     0.500
WCI COMMUNITIES        7.875%    10/1/2013     1.000
WERNER HOLDINGS       10.000%   11/15/2007     2.000
WASH MUT BANK NV       5.550%    6/16/2010    47.250
WASH MUT BANK NV       5.500%    1/15/2013     0.703
WASH MUT BANK NV       5.950%    5/20/2013     0.750
WASH MUT BANK FA       5.650%    8/15/2014     1.125
WASH MUT BANK FA       5.125%    1/15/2015     0.750
WASH MUT BANK NV       6.750%    5/20/2036     1.625
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
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re-mailing and photocopying) is strictly prohibited without prior
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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 ***