TCR_Public/081027.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, October 27, 2008, Vol. 12, No. 256

                             Headlines

ALPHA BANK: 16th FDIC-Insured Bank to Fail This Year
AMERICAN FIBERS: Committee Taps Lowenstein Sandler as Counsel
BANC OF AMERICA: Fitch Affirms $6.8MM Certificate Rating at 'B'
BEAR CREEK: Case Summary & 19 Largest Unsecured Creditors
BEATRICE BIODIESEL: Court Converts Case to Chapter 7 Liquidation

BUILDING MATERIALS: Transfers Common Stock Listing to OTCBB
CAPCO AMERICA: Fitch Chips $24.9MM Class B-4 Certs. to 'CC/DR4'
CATALYST ENERGY: Competitors Paid at Least $2MM of CEG Gas Sold
CELL GENESYS: Mulls Liquidation After Cancer Drug Failed in Trial
CHESAPEAKE ENERGY: Fitch Holds Ratings After Planned Capital Cut

CHRYSLER LLC: Gov't May Step in GM Merger Talks
CIFG GUARANTY: Fitch Withdraws 'CCC' Insurer Fin'l Strength Rating
COMMONWEALTH PORTS: Fitch Cuts $34.3MM Revenue Bonds Rating to BB-
COMMONWEALTH PORTS: Fitch Puts 'CCC' Rated Bonds Under Neg. Watch
CUPERTINO SQUARE: $7 Mil.-DIP Loan Hearing Moved to November 7

DIVERSIFIED REIT: Fitch Cuts Ratings on Three Note Classes to 'B+'
GAINEY CORP: May Continue Using Cash Collateral Until January 16
GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Cert. Classes
GENERAL MOTORS: $15BB Asset Sale Proceeds May be Insufficient
GENERAL MOTORS: Might Sell ACDelco Business, Bloomberg Report Says

GENERAL MOTORS: GMAC Tells Dealers to Pay Off Older Inventory
GENERAL MOTORS: Gov't May Step in Chrysler Merger Talks
GMAC LLC: Tells GM Dealers to Pay Off Older Inventory
GOODY'S FAMILY: Will Close Unprofitable Albany Outlet in December
GWLS HOLDINGS: Seeks Dec. 19 Auction, Lenders as Lead Bidder

HARBOUR WALK: Receives Bid for 53-Acre Property From Stuart City
HERTZ CORPORATION: Fitch Affirms Ratings on Stable Market Position
HEXION SPECIALTY: Nimbus Unit Prices Offering of Senior Notes
HILANDER BOWL: Kelso Center Closed for Non-Payment of Back Taxes
HOLIDAY ISLE: Case Summary & 20 Largest Unsecured Creditors

INTEREP NATIONAL: Wants Case Converted to Chapter 7 Liquidation
INTERSTATE BAKERIES: Court OKs $600-Mil. Bankruptcy Exit Loan
JAMES SANDERSON: Files for Chapter 11 Protection
JESUS MALAVET: Case Summary & 20 Largest Unsecured Creditors
JOHNSTON SHIELD: Gets $1,000 Fine for 22 State Violations

MARCIA TURNER: Case Summary & Largest Unsecured Creditor
MCCLATCHY CO: Fitch Cuts Sr. Notes/Debentures Rating to 'CCC/RR6'
MGM MIRAGE: Weakened Economic Trend Cues Fitch to Trim Ratings
MICHAEL VICK: Will Plead Guilty, Anticipates Early Prison Release
MIDNIGHT PROPERTIES: To Auction 880-Acre Bon Secour Lot Nov. 19.

MRS FIELDS: Emerges from Chapter 11 with New Owners
NATIONAL CITY: To be Acquired by PNC for $5.2 Billion
NORTHLAKE FOODS: Closes 2 Waffle House Restaurants
NORTHLAKE FOODS: Wants to Employ Ford Harrison as Special Counsel
NORTHWEST AIRLINES: Posts $317MM Net Loss 3Q ended September 30

OSWALD RANCHES: Case Summary & 20 Largest Unsecured Creditors
PAPER INT'L: Seeks 30-Day Extension for Filing of Schedules
PAUL SCHAEFER: Case Summary & List of Largest Unsecured Creditors
PETTERS CO: Court to Consolidate 10 Bankruptcy Petitions
PHYSICIANS MEDICAL: Shinsegai Wants to Buy Alabama Hospital

RCS-CHANDLER: Court Orders Auction of Unfinished High-Rise Project
RICHARD JAMES: Blames Bankruptcy on Criminal Acts v. Restaurant
SALOMON BROTHERS: Fitch Cuts $7.3MM Class L Certs. to 'C/DR5'
SECURITY BENEFIT: Fitch Trims IFS Rating to 'BB' from 'BBB-'
SEMGROUP LP: Hiland Partners' Exposure Down to $300,000

SHOE PAVILION: To Close 64 Remaining Stores After Liquidation Sale
SIMPLON BALLPARK: Loses Cosmopolitan Square Project to Foreclosure
SONICBLUE INC: Liquidating Plan Confirmed; Distributions in Nov.
STEVE & BARRY'S: Names Harold Kahn as Chief Executive Officer
TIAA SEASONED: Stable Pool Performance Cues Fitch to Hold Ratings

TOMMY WHITE: Case Summary & 20 Largest Unsecured Creditors
TROPICANA ENT: Seeks to Resume Casino Operations w/o Ex-CEO
UAL CORP: CFO Jake Brace to Retire Oct. 31, Signs Separation Deal
UAL CORP: Reports $779MM Net Loss for Quarter Ended Sept. 30
VICORP RESTAURANTS: Closes Three Bakers Square Restaurants

W.R. GRACE: Sept. 30 Balance Sheet Upside-Down by $250 Million
WASHINGTON MUTUAL: Fitch Holds 'B-' Rating; Puts Stable Outlook
WEST MEEKER: Case Summary & 15 Largest Unsecured Creditors
WORLDSPACE INC: Indian Creditors Mull Legal Move to Recover Money

* Fitch Takes Out PIT Ratings on 26 Tradeable Credit Baskets

* Donlin Recano Names Bankruptcy Lawyer Scott Stuart as Partner
* Hunton & Williams Creates Financial Industry Recovery Group
* IASB & FASB Say Suspending Mark-To-Market Accounting a Mistake
* McDonald Hopkins Adds Owen P. Quinn as Litigation Associate
* Resilience Capital Partners Promotes Ki Mixon to Principal

* BOND PRICING: For the Week of Oct. 19 - Oct. 27, 2008

                             *********

ALPHA BANK: 16th FDIC-Insured Bank to Fail This Year
----------------------------------------------------
Alpha Bank and Trust, Alpharetta, Georgia, was closed Friday by
the Georgia Department of Banking and Finance, and the Federal
Deposit Insurance Corporation was named receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Stearns Bank, National Association, St. Cloud,
Minnesota, to assume the insured deposits of Alpha Bank & Trust.

Alpha Bank & Trust is the sixteenth FDIC-insured institution to be
closed this year. The last bank to fail in Georgia was Integrity
Bank, Alpharetta, on August 29, 2008.

The two branches of Alpha Bank & Trust will open on Monday,
October 27, 2008 as Stearns Bank, N.A. Depositors of the failed
bank will automatically become depositors of Stearns 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.

Over the weekend, customers of Alpha Bank & Trust can access their
insured deposits by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed. Loan
customers should continue to make their payments as usual.

As of September 30, 2008, Alpha Bank & Trust had total assets of
$354.1 million and total deposits of $346.2 million. Stearns Bank
did not pay the FDIC a premium for the right to assume the failed
bank's insured deposits.

At the time of closing, there were approximately $3.1 million in
uninsured deposits held in approximately 59 accounts that
potentially exceeded the insurance limits. This amount is an
estimate that is likely to change once the FDIC obtains additional
information from these customers.

Alpha Bank & Trust also had approximately $16.8 million in
brokered deposits that are not part of today's transaction. The
FDIC will pay the brokers directly for the amount of their insured
funds.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-591-2912 to set up an appointment to
discuss their deposits. This phone number will be operational this
evening until 9:00 p.m. EST; on Saturday from 9:00 a.m. to 5:00
p.m. EST; and Sunday 12:00 EST to 5:00 EST and thereafter from
8:00 a.m. to 8:00 p.m. EST.

Customers who would like more information on the transaction
should visit the FDIC's Web site at:

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

Beginning Monday, depositors of Alpha Bank & Trust with more than
$250,000 at the bank may visit the FDIC's Web page, "Is My Account
Fully Insured?" at:

     http://www2.fdic.gov/dip/Index.asp

to determine their insurance coverage.

In addition to assuming the failed bank's insured deposits,
Stearns Bank, N.A. will purchase approximately $38.9 million of
Alpha's assets. The FDIC will retain the remaining assets for
later disposition.

The transaction is the least costly resolution option, and the
FDIC estimates that the cost to its Deposit Insurance Fund will be
$158.1 million.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars –
insured financial institutions fund its operations.


AMERICAN FIBERS: Committee Taps Lowenstein Sandler as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Fibers
and Yarns Company, and AFY Holding Company asks the United States
Bankruptcy Court for the District of Delaware for permission to
employ Lowenstein Sandler PC as its counsel.

In a separate filing, the Committee asks the Court for authority
to retain Ashby & Geddes, P.A, as its Delaware counsel.

Lowenstein Sandler is expected to:

  a) provide legal advice as necessary with respect to the
     Committee's powers and duties;

  b) assist the Committee in investigation the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operations of the Debtors' business, potential claims,
     and any other matters relevant to the cases, to the sale of
     assets, financing or to the formulation of a plan of
     reorganization;

  c) provide legal advice as necessary with respect to any
     disclosure statement and plan filed in the case and with  
     respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     plan;

  d) prepare on behalf of the Committee, as necessary,
     applications, motions, complaints, answers, orders,
     agreements, and other legal papers;

  e) appear in Court to present necessary motions, applications,
     and pleadings, and otherwise protecting the interests of
     those represented by the Committee;

  f) assist the Committee in requesting the appointment of a
     trustee or examiner; and

  g) perform other legal services as may be required and that are
     in the best interest of the Committee and creditors.

The firm's professionals will be paid at these rates:

     Designations                Hourly Rates
     ------------                ------------
     Partners                    $400 - $765
     Counsel                     $335 - $405
     Associates                  $220 - $340
     Legal Assistants            $120 - $210

Sharon L. Levine, Esq., a member at the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and their creditors, and is "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Ms. Levine can be reached at:

     Sharon L. Levine, Esq.
     Lowenstein Sandler PC
     65 Livington Avenue
     Roseland, New Jersey 07068
     Tel: (973) 597-2500
     Fax: (973) 597-2400
     http://www.lowenstein.com/

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed  
yarns to the automotive and apparel industries.  The company and
its affiliate, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-
12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  The Debtors selected RAS Management
Advisors LLC as proposed financial advisor.  Epiq Bankruptcy
Solution will serve as the Debtors' claims agent.  The U.S.
Trustee for Region 3 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors sought
bankruptcy protection from their creditors, they listed assets and
debts between $10 million and $50 million.


BANC OF AMERICA: Fitch Affirms $6.8MM Certificate Rating at 'B'
---------------------------------------------------------------
Fitch affirmed Commercial Mortgage Inc.'s commercial mortgage
pass-through certificates, series 2002-2, and assigns Outlooks as:

  -- $179.4 million class A-2 at 'AAA'; Outlook Stable;
  -- $975.2 million class A-3 at 'AAA'; Outlook Stable;
  -- $1.5 billion class XC at 'AAA'; Outlook Stable;
  -- $1 billion class XP at 'AAA'; Outlook Stable;
  -- $64.7 million class B at 'AAA'; Outlook Stable;
  -- $17.2 million class C at 'AAA'; Outlook Stable;
  -- $12.9 million class D at 'AAA'; Outlook Stable;
  -- $17.2 million class E at 'AAA'; Outlook Stable;
  -- $21.6 million class F at 'AAA'; Outlook Stable;
  -- $21.6 million class G at 'AAA'; Outlook Stable;
  -- $19.4 million class H at 'AAA'; Outlook Stable;
  -- $21.6 million class J at 'AA'; Outlook Stable;
  -- $36.6 million class K at 'A'; Outlook Stable;
  -- $12.9 million class L at 'BBB+'; Outlook Stable;
  -- $12.9 million class M at 'BB+'; Outlook Stable;
  -- $16.9 million class N at 'BB-'; Outlook Stable;
  -- $6.8 million class O at 'B'; Outlook Stable.

The $34.8 million class P is not rated by Fitch.  Class A-1 has
been paid in full.

The affirmations are the result of stable performance since
Fitch's last rating action.  As of the October 2008 distribution
report, the transaction has paid down 14.5% to $1.49 billion from
$1.74 billion at issuance.  Currently, 54 loans (46.7%) are
defeased, including two shadow rated loans, Bank of America Plaza
- Atlanta (8.8%) and The Center at Preston Ridge (4.4%).  The
Rating Outlooks reflect the likely direction of any rating changes
over the next one to two years.

There are five loans in special servicing (2.9%).  The largest
specially serviced loan (1.6%) is secured by a 201-unit
multifamily property located in West Bloomfield, Michigan, which
is 90+ days delinquent.  The servicer and borrower have
tentatively agreed on a discounted payoff which is anticipated to
close before the end of the year.  Losses are expected.

The second largest specially serviced loan (0.7%) is secured by a
131,702 square foot office property located in Wayne, New Jersey.  
The loan transferred to the special servicer in July 2008 after
the borrower indicated they would no longer be able to pay debt
service.  The servicer is moving forward with foreclosure and
based on the latest available appraisal, losses are expected.

The final three specially serviced assets (0.6%) are
collateralized by multifamily properties located in the Gulf Coast
and had the same borrower.  Two of these loans transferred to the
special servicer after the borrower refused to reimburse the
master servicer for the force- placed windstorm insurance policy
on the properties.  The conflict went through litigation and the
trust has prevailed on all claims related to the force-placed
insurance.  The issue is expected to be resolved before year-end
2008 with no losses.  The third asset was transferred in January
2008 for imminent default.  The asset is secured by a 166-unit
multifamily property located in Galveston, Texas.

The property is real estate owned and is under contract for sale.  
Additionally, the property suffered significant damage from
Hurricane Ike and the servicer's insurance adjuster is working on
the property damage claim.  Despite the damage sustained to the
property, the prospective purchaser has indicated that they intend
to move forward with the sale.  Losses are expected.

Fitch reviewed the transaction's one non-defeased shadow rated
loan, the Crabtree Valley Mall, (10.5%).  The mall has 998,486 sf
and is located in Raleigh, North Carolina.  The loan maintains its
investment grade shadow rating based on stable performance.
Occupancy as of December 2007 improved to 95% from 93% in August
2007.


BEAR CREEK: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bear Creek Grading, Inc.
        P.O. Box 190
        Carnesville, GA 30521

Bankruptcy Case No.: 08-31315

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: October 23, 2008

Court: Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  ehlaw@bellsouth.net
                  Harris & Liken, LLP
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Estimated Assets: $1 million to $10 million

Estimated Debts: $100,000 to $500,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/gamd08-31315.pdf


BEATRICE BIODIESEL: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
Carolyn Okomo at the Deal.com reports that the Hon. Thomas L.
Saladino of the United States Bankruptcy Court for the District
of Nevada converted the Chapter 11 reorganization case of Beatrice
Biodiesal LLC to a Chapter 7 liquidation proceeding.

Several creditors including Lottman & Carpenter Construction and
Rasmussen Mechanical Services protested the conversion request
arguing that the Debtor failed to file financial disclosure
documents including amounts owed to its unsecured creditors, the
report says.

According to the Troubled Company Reporter on Sept. 15, 2008, the
Debtor asked the Court to convert the case because it was out of
money.  The Debtor struggled to secure financing amid rising cost
of soybeans, which it planned to convert to fuel at a plan in
Nebraska.

As a result of the conversion, present management will lose its
opportunity to file a plan of reorganization or liquidation of the
Debtor's estate.  A Chapter 7 trustee will be appointed and will
administer the liquidation of the Debtor's estate.

                     About Beatrice Biodiesel

Headquartered in Beatrice, Nebraska, Beatrice Biodiesel LLC --
http://www.beatricebiodieselcam.com/-- produces biofuels from  
vegetable oil and animal fats as well as ethanol from sugar and
grains.  The company filed for Chapter 11 bankruptcy protection on
Aug. 21, 2008 (Bankr. D. Nebraska Lead Case No. 08-41927).  John
L. Horan, Esq., at Cline, Williams, Wright, Johnson & Oldfather,
L.L.P. represents the Debtor in its bankruptcy proceedings.  The
Debtor disclosed assets between $50 million and $100 million, and
debts between $10 million and $50 million.


BUILDING MATERIALS: Transfers Common Stock Listing to OTCBB
----------------------------------------------------------
Building Materials Holding Corporation is moving the trading of
its common stock to the OTC Bulletin Board.  The anticipated move
to over-the-counter trading is the result of the company no longer
meeting the minimum market capitalization standard of the New York
Stock Exchange.  The NYSE disclosed that it will suspend trading
of the company's common stock on Oct. 29, 2008, and that the stock
will no longer be listed on its exchange.  BMHC will disclose
further details of its planned move to OTC trading prior to the
delisting date.

Robert E. Mellor, chairman and chief executive officer, stated,
"The dramatic downturn in the homebuilding sector has had a direct
impact on our stock price and market capitalization.  Throughout
this cyclical downturn, however, we remain dedicated to achieving
continued improvement in our financial results through the
significant operational restructuring we have undertaken.  We
expect a number of market participants to make a market in our
stock in the OTC system and that our investors will be able to
continue trading BMHC shares."

The company noted that the anticipated move to OTC trading would
not constitute a default under the company's credit agreement.
In addition, the company noted that this change would not affect
the company's business operations and would not change its
reporting requirements with the Securities and Exchange
Commission.

           About Building Materials Holding Corporation

Based in San Francisco, California, Building Materials Holding
Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides  
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West. SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Standard & Poor's Ratings Services lowered its ratings on San
Francisco, Ca.-based Building Materials Holding Corp., including
the corporate credit rating, to 'CCC+' from 'B-'. The ratings
remain on CreditWatch with negative implications, where S&P placed
them on July 30, 2008.


CAPCO AMERICA: Fitch Chips $24.9MM Class B-4 Certs. to 'CC/DR4'
---------------------------------------------------------------
Fitch Ratings downgraded two classes of CAPCO America
Securitization Corp.'s commercial mortgage pass-through
certificates, series 1998-D7 as:

  -- $15.6 million class B-3 to 'BB-' from 'BB+'; Outlook Stable;
  -- $24.9 million class B-4 to 'CC/DR4' from 'B-'.

In addition, Fitch affirmed and assigned outlooks to these
classes:

  -- Interest-only class PS-1 at 'AAA'; Outlook Stable;
  -- $16.6 million class A-3 at 'AAA'; Outlook Stable;
  -- $59.2 million class A-4 at 'AAA'; Outlook Stable;
  -- $21.8 million class A-5 at 'AAA'; Outlook Stable;
  -- $31.1 million class B-1 at 'AA-'; Outlook Stable;
  -- $28 million class B-2 at 'BBB+'; Outlook Stable.

Fitch maintains the rating of the $10.9 million class B-5 at
'C/DR6'.  Fitch does not rate the class B-6 and B-6H certificates
which have been reduced to zero based on realized losses.  Classes
A1-A, A1-B, and A-2 have been paid in full.

The downgrades of classes B-3 and B-4 are due to expected losses
on the largest non-defeased loan, Eastland Mall (20.3%), as well
as possible losses on the other specially serviced loans in the
pool.

Eastland Mall is collateralized by 371,512 square feet of in-line
space in a 1.1 million SF enclosed mall located in Charlotte,
North Carolina.  The loan transferred to special servicing in
March 2008 due to imminent default.  The borrower, an entity
controlled by Glimcher Realty Trust, and the special servicer
continue to discuss workout options.  Updated appraised values
have not become available.  The property has seen significant
occupancy declines since issuance and the anchor owned JC Penney
and Belk's spaces are currently dark.  Losses are expected.

The second largest specially serviced loan (4%) is secured by a
227-key hotel located in Padre Island, Texas.  The property
suffered extensive damage from Hurricane Dolly in July 2008.  The
borrower is working with the insurance adjuster and a final
estimate of damages is expected by the end of October.

The third specially serviced loan (3%) is collateralized by a
manufactured housing community in Greenwood, Indiana.  The loan
transferred to special servicing in March 2008 due to imminent
default.  Occupancy at the property as of December 2007 was 45%.  
The borrower has agreed to receivership and will cooperate in
preparing the subject for marketing. Losses are expected.

The fourth largest specially serviced loan (2.7%) is an
industrial/mixed-use property located in Baltimore, Maryland and
is real estate owned.  The property is listed for sale and the
special servicer is currently evaluating purchase offers.  Losses
are expected.

The fifth specially serviced loan (1.2%) is secured by a 258,000
SF warehouse in Lima, Ohio.  The loan was transferred to the
special servicer after the borrower indicated they do not have
refinancing capital available.  Based on current cash flow and the
low loan per square foot ($10), losses are not expected at this
time.

The final specially serviced loan (0.6%) is collateralized by a
50,150 SF apartment complex located in Kansas City, Kansas.  The
property has been REO since July 2008 and the new property manager
is working on transferring all files and records from the previous
management to set up the new operation.  Recent valuation
indicated that losses are possible.

The affirmations are due to increased credit enhancement as a
result of paydown and defeasance.  As of the September 2008
distribution date, the pool's aggregate balance has decreased 83%
to $208.1 million from $1.246 billion at issuance.  Sixteen loans
(10%) remain defeased, including two (8.2%) of the top ten loans.
Of the loans that remain in the pool, 31 (94.8%) have anticipated
repayment dates in 2008, and two (5.2%) have an ARD of 2009.  The
Rating Outlooks reflect the likely direction of any rating changes
over the next one or two years.


CATALYST ENERGY: Competitors Paid at Least $2MM of CEG Gas Sold
---------------------------------------------------------------
Catalyst Energy Group, Inc., (CEG) competitors Gas South and
Walton EMC Natural Gas said that they paid at least $2 million of
the gas CEG sold over the past five months, Margaret Newkirk of
The Atlanta Journal Constitution reports.

According to the report, the company owed $5 million to Atlanta
Gas Light, the pipeline distribution company, when it filed for
bankruptcy this month.

Under the state's gas market rules, which Georgia marketers helped
to develop, money owed by CEG to the state's natural gas system
must be paid by its competitors.

Under those rules, AGL tells marketers daily how much gas they
need to bring into the system.

The goal is for each marketer's customers to use roughly the same
amount of gas that the company pays to bring in, but Catalyst
"consistently sold more gas than Atlanta Gas Light and its formula
told it to bring in."  

The company's debt is calculated by substracting what was paid to
bring its AGL-ordered allotment of gas to Georgia between May and
October, from what was actually sold to customers.

As reported in the Troubled Company Reporter on Oct. 10, 2008, the
Georgia Public Service Commission conditionally approved a request
by the company to transfer its customers to MX Energy in the wake
of its Chapter 11 bankruptcy filing.

The transfer is subject to bankruptcy court approval.  Under the
terms of the agreement, MX Energy would honor fixed-rate contracts
of CEG's customers and send each written notice of the transfer,
and provide a copy of rights, terms and conditions.

Based in Atlanta, Georgia, Catalyst Energy Group, Inc.
-- http://www.catalystenergy.com/-- and its affiliates, Catalyst    
Natural Gas, LLC, and Catalyst Supply Services, Inc, are energy
providers.  The company and its affiliates filed for Chapter 11
protection on Oct. 1, 2008 (Bankr. N. D. Ga. Lead Case No.
08-79392).  Leon S. Jones, Esq., at Jones & Walden, LLC,
represents the Debtors in their restructuring efforts.  

Catalyst Energy listed assets of less than $50,000.  According to
The Atlanta Journal-Constitution, the company said that it has
$20 million in liabilities.


CELL GENESYS: Mulls Liquidation After Cancer Drug Failed in Trial
-----------------------------------------------------------------
Toni Clarke at Reuters reports that Cell Genesys, Inc., said it is
considering alternatives, including liquidating the company, after
its experimental prostate cancer drug failed a late stage trial.

Datamonitor relates that Cell Genesys terminated the Vital-1 Phase
III clinical trial of Gvax immunotherapy in patients with
asymptomatic metastatic hormone-refractory prostate cancer.  The
test was fully enrolled in 2007 with 626 patients.  According to
Datamonitor, Cell Genesys suspended the trial based on the results
of a previously unplanned futility analysis conducted by the
study's independent data monitoring committee.  The committee,
says Datamonitor, indicated that the trial had less than a 30%
chance of meeting its predefined primary endpoint of an
improvement in survival.

Bernadette Tansey at the San Francisco Chronicle reported last
week that Cell Genesys said that it will lay off most of its
workers and that it is considering a sale or merger after
canceling work on its lead product.

                       Nasdaq Notice

Cell Genesys has received a letter from The Nasdaq Stock Market
dated Oct. 21, 2008, indicating that the company had become non-
compliant with the minimum $1.00 bid price requirement for
continued listing on The Nasdaq Global Market as set forth in
Nasdaq Marketplace Rule 4450(a)(5) because the price of the
company's stock closed below the minimum closing bid price of
$1.00 per share for a period of 30 consecutive business days.

The Nasdaq Letter indicates that in light of extraordinary market
conditions, Nasdaq has determined to suspend enforcement of the
minimum bid price and market value of publicly held shares
requirements through Jan. 16, 2009.  In accordance with Nasdaq
Marketplace Rule 4450(e)(2), Cell Genesys has 180 calendar days
from Jan. 20, 2009, or until July 20, 2009, to regain compliance
with the requirements of the Minimum Bid Price Rule.  If Cell
Genesys does not regain compliance with this rule within the
required timeframe, the Nasdaq Staff Deficiency Letter provides
that the company may consider applying to transfer to the Nasdaq
Capital Market, which would allow the company to take advantage of
the additional 180 day compliance period provided on that Nasdaq
Capital Market, if the company meets all requirements for initial
listing on the Nasdaq Capital Market except for the bid price
requirement.  If compliance is not demonstrated within the
compliance period, the Nasdaq Staff Deficiency Letter indicates
that the Nasdaq Staff will provide written notification that Cell
Genesys' common stock will be delisted, after which Cell Genesys
may appeal the staff determination to the Nasdaq Listing
Qualifications Panel if it so chooses.

                      About Cell Genesys

South San Francisco, California-based Cell Genesys, Inc. --
http://www.cellgenesys.com-- is a biotechnology company focused  
on the development and commercialization of biological therapies
for patients with cancer.  Its clinical stage cancer programs
involve cell- or viral-based products that have been modified to
impart disease-fighting characteristics that are not found in
conventional chemotherapeutic agents.  Cell Genesys' program is
GVAX cancer immunotherapy program.



CHESAPEAKE ENERGY: Fitch Holds Ratings After Planned Capital Cut
----------------------------------------------------------------
Fitch Ratings has affirmed Chesapeake Energy Corporation's Issuer
Default Rating at 'BB' following the company's recently announced
updated financial position and plans to cut capital expenditures.  
The Rating Outlook remains Negative.

Fitch rates Chesapeake's debt as:

  -- IDR at 'BB';
  -- Senior unsecured debt at 'BB';
  -- Senior secured revolving credit facility and hedge facilities
     at 'BBB-';

  -- Convertible preferred stock at 'B+'.

Following recent announcements from Chesapeake and the more
detailed presentation made by management, Fitch continues to have
both short and long-term concerns about Chesapeake.  Short-term
concerns focus primarily on liquidity issues and the company's
need to execute on planned asset sales in the fourth quarter.  On
Oct. 10, Chesapeake announced that as a result of the current
credit market conditions, the company had fully drawn all
remaining capacity on its $3.5 billion secured credit facility.  
As a result, Chesapeake ended the quarter with approximately
$1.5 billion of cash on hand (estimated at $1.1 billion as of
Oct. 9, 2008). Because of continued high levels of capital
expenditures and leasehold acquisitions, Chesapeake needs to
execute approximately $2.5-3.0 billion of asset sales to increase
liquidity, continue to pursue growth objectives and to reduce debt
levels.

Fitch estimates that as a result of the substantial intra-month
swings in working capital for the company, Chesapeake's minimum
liquidity required to sustain the company is estimated to be as
high as $1.0-$1.5 billion.  As a result, the company's ability to
fund acquisitions of leaseholds and capital expenditures, even at
reduced levels, will be dependent on the company's ability to
complete the approximately $2.5-3.0 billion in divestitures
announced for the fourth quarter.  Additional concerns impacting
near-term liquidity for the company focus on Chesapeake's
historical use of "knockout" hedges which have the ability to
significantly reduce operating cash flows for the company if
natural gas prices fall into the low $6.00/mcf range.

Chesapeake has taken action to mitigate concerns of short-term
liquidity by working with its counterparties to reduce the number
of hedges subject to "knockout" provisions and working to increase
liquidity for its midstream business with the initiation of a bank
credit facility to support these operations.  The facility closed
October 16th with total commitments of approximately $460 million
and Chesapeake has the potential to expand the facility to
$750 million subject to additional bank participation.  
Additionally, Chesapeake has announced plans to significantly
reduce leasehold acquisition activity and cut capital expenditures
both in 2008 and beyond.

Additional factors supporting liquidity for the company stem from
the lack of near-term debt maturities.  The company's next long-
term debt maturity is in 2013 and the company's $3.5 billion
credit facility matures in 2012.  As of September 30, 2008,
Chesapeake announced it was in full compliance with all debt
covenants.  The company's revolver contains both a debt-to-total
cap test and a debt-to-EBITDA test.  Chesapeake was also in
compliance with the incurrence covenant test in its senior bonds.  
Unrealized hedging gains and losses are excluded from the covenant
calculations and the company also has carve-outs in the credit
facility for ceiling-test write-down impacts on the capitalization
calculation.

Despite efforts to mitigate near-term concerns of liquidity
issues, Fitch believes Chesapeake needs to execute on its planned
asset sales to ensure robust liquidity, maintain market confidence
and to maintain continued robust production levels as the company
faces a steep decline curve from existing production and the need
to drill on recently acquired leaseholds.  Failure to execute on
the planned sales and/or weaker debt covenant compliance metrics
could result in ratings downgrades.

Of greater importance are Fitch's longer-term concerns about the
company's credit profile.  Fitch's primary concerns relate to
Chesapeake's aggressive growth strategy, high leverage as measured
by debt/barrel of oil equivalent, the significant use of off-
balance sheet financings, the potential for weaker production
levels stemming from reduced capital expenditures and the
company's strategy to monetize producing properties and reinvest
proceeds into leaseholds which require significant capital
expenditures before production materializes.  Additionally, as
Chesapeake has focused growth efforts on the newly discovered
Haynesville shale, Fitch believes the company faces higher levels
of operational risk as this strategy carries with it increased
risk of weaker than expected drilling results.

Chesapeake's next debt maturity isn't until 2013 ($364 million of
7.5% senior notes) which limits the company's ability to
significantly reduce debt near-term.  As a result, S&P would
expect the company to reduce revolver borrowings as the credit
environment improves and to hold higher levels of cash balances
prior to this debt repayment.  Ultimately, Fitch would expect
Chesapeake to use free cash flow to fund the continued development
of its asset base.  Because of the lack of debt maturities, "debt
reduction" is more likely to stem from growth in the proven
reserve base which will extend over a multi-year period.

In addition to high levels of on-balance sheet debt levels,
Chesapeake has also accelerated its use of off-balance sheet
financings to continue to fund the company's aggressive growth.  
These off-balance sheet financing sources have come in the form of
volumetric production payments and sale-leaseback transactions.  
As Chesapeake moves forward, it expects to continue to utilize
VPPs as a source of financing.  During Q4 2008, Chesapeake expects
proceeds from VPP sales to total $400-$500 million and then range
between $1.0-$1.25 billion in 2009 and 2010.  Because these sales
result in a continued obligation to produce by Chesapeake, Fitch
continues to consider this structure to have some "debt-like"
features.

In addition, these sales are typically arranged with financial
players whose balance sheets have recently come under pressure
which could limit their ability to participate in future
transactions with Chesapeake.

Chesapeake's ratings continue to be supported by the size and low
risk profile of its oil and gas reserves which now approximate
12.1 trillion cubic feet equivalent.  In addition, Chesapeake
continues to post very robust results operationally.  Both organic
reserve replacement and production growth remain strong and
support the company's ability to support higher leverage levels.  
Chesapeake's three-year organic reserve replacement rate at year-
end 2007 was 276% at costs of $13.83/boe (however, three-year FD&A
is estimated at $17.51/boe).  Both the strong operational metrics
and the onshore location of the company's reserves highlight the
low risk nature of the company's reserves.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and are
based 100% in the U.S. Chesapeake's operations are concentrated
primarily in the Mid-Continent, South Texas, the Permian Basin and
the Appalachia Basin.  The company's reserve growth in recent
years reflects the company's aggressive acquisition strategy and
consistent success through the drill-bit.


CHRYSLER LLC: Gov't May Step in GM Merger Talks
-----------------------------------------------
Negotiations between General Motors Corp. and Chrysler LLC might
necessitate going to the U.S. Congress for cash, The Economic
Times reports, citing a source involved in the financing
discussions.

According to The Economic Times, GM is reportedly interested in
Chrysler first for its $11 billion in cash.  The report says that
the cash may not be enough for GM to take on Chrysler.  GM,
according to the report, may be unwilling to acquire Chrysler
without additional money.  The acquisition of Chrysler would bring
in factories, brands, models, dealers, and employees to GM, the
report states.

The Congress may be interested in "kicking in" cash because if
Chrysler goes into bankruptcy, the government could be forced to
take on the pension costs for the company's 124,924 retirees and
spouses, The Economic Times relates, citing industry analysts.  
According to the report, the Congress may also want to keep as
many of Chrysler's 49,000 US jobs as possible.

The Economic Times states that Sen. Carl Levin said in a debate on
Monday that the government may need to get involved in the GM-
Chrysler deal.  

Ron Gettelfinger, the United Auto Workers union's president, is
worried that a GM-Chrysler merger would result in massive job
losses, The Economic Times says.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of
US$15.4 billion over net sales and revenue of US$38.1 billion,
compared to a net income of US$891.0 million over net sales and
revenue of US$46.6 billion for the same period last year.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CIFG GUARANTY: Fitch Withdraws 'CCC' Insurer Fin'l Strength Rating
------------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of CIFG Guaranty Ltd. and
its affiliates.

Fitch has withdrawn these ratings, which were on Rating Watch
Evolving:

CIFG Guaranty, Ltd.
CIFG Assurance North America, Inc.
CIFG Europe
  -- Insurer financial strength 'CCC'.

Fitch believes CIFG's financial guaranty franchise is effectively
in run-off at the present time and, as a result, that there is
limited investor interest in continued coverage of this rating.

CIFG Guaranty Ltd, CIFG Assurance North America, Inc. and CIFG
Europe are subsidiaries of CIFG Holding Ltd.  CIFG Holding Ltd. is
directly owned by Banque Federale des Banques Populaires and
Caisse Nationale des Caisses d'Epargne et de Prevoyance, two large
French banking groups.


COMMONWEALTH PORTS: Fitch Cuts $34.3MM Revenue Bonds Rating to BB-
------------------------------------------------------------------
Fitch Ratings downgrades Commonwealth Ports Authority's,
Commonwealth of the Northern Mariana Islands, $34.3 million
seaport revenue bonds to 'BB-' from 'BBB-'.  The Rating Outlook is
Stable.

Fitch's 'BB' category rating indicates that significant credit
risk is present, but a limited margin of safety remains.  
Financial commitments are currently being met; however, capacity
for continued payment is contingent upon a sustained, favorable
business and economic environment.  The bonds are secured by a
pledge of net revenues.  The CPA owns and operates three seaports
in the CNMI, the largest of which is the Port of Saipan.  The
commonwealth consists of a chain of 14 islands located in the
western Pacific Ocean, approximately 1,461 miles south of Tokyo,
Japan and 5,690 miles west of San Francisco.

The downgrade to 'BB-' reflects an approximately 40% decline in
operating revenue.  The decline has significantly weakened the
seaport's financial position, producing 0.88 times debt service
coverage in fiscal 2007, and an estimated break-even operation in
fiscal 2008.  The downgrade also reflects management's slow pace
in acting to manage the revenue side of operations.  Fitch expects
CPA to continue to suffer operating losses in the near term that
will require the use of internal liquidity to sustain operations
and meet debt service needs.  CPA's cash balances do provide for
adequate credit protection at the current rating level and should
be sufficient to support operating deficits through the medium
term.  If cash balances erode more quickly than expected, it could
trigger negative rating action.  Fitch does recognize that a new
board is in place and that CPA is awaiting revenue and operating
cost recommendations from its consultant.

The seaport essentially functions as a throughput for goods to an
island economy.  This function, coupled with robust cash balances
that provide nearly 2,500 days cash on hand, is reflected in the
'BB-' rating.  However, the rating also reflects the weakening
CNMI economy and CPA's exposure to operational and financial
shocks that are outside of management's control, including the
island's economic volatility, natural events, and U.S. federal
government actions.  Fitch views CPA's rate-making flexibility as
low.

The overall economy of the CNMI is in decline and producing less
due to a reduction in tourism and the implementation of minimum
wage laws, and it will likely take several years for seaport
operations to be adequately sized for a more stabilized economy.  
As CNMI is a commonwealth of the United States, U.S. federal law
and regulation, such as minimum wage law requirements, immigration
restrictions, and environmental regulation all have an impact on
the island's economy.  While CPA has historically exhibited strong
cash flows and a healthy balance sheet with unrestricted and
restricted cash balances of approximately $19 million in fiscal
2007, the port's ability to increase rates will undoubtedly have a
dampening effect on demand and will increase the cost of goods
across the islands.

Total revenue tonnage declined by 13% and 16%, respectively, from
767,407 revenue tons in 2005 to 562,089 in fiscal 2007.  
Historically, operating revenues improved in the face of overall
traffic declines due to CPA's rate-making flexibility.  However,
given the magnitude of changes to the garment industry this may
not be the case going forward.  Operating revenues increased in
2006 as a result of CPA's 2005 implementation of fuel rates,
increased lease revenues, parking revenues, and franchise fee
revenues.  Total operating revenues reached a high of $9 million
in fiscal 2006, up 30% from fiscal 2005.  However, revenues
dropped by 40% in fiscal 2007 to $5.3 million due to lower
traffic.

Operating expenses grew by 20% in fiscal 2006 to $2.6 million and
by 4% in 2007 to $2.7 million.  For fiscal 2008, expenses are
expected to drop by 15% to $2.3 million, reflecting cost cutting
measures put in place by CPA.


COMMONWEALTH PORTS: Fitch Puts 'CCC' Rated Bonds Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has placed $16.5 million in outstanding Commonwealth
Ports Authority, Commonwealth of the Northern Mariana Islands,
airport revenue bonds, 1998 senior series A, on Rating Watch
Negative. The bonds are currently rated 'CCC'.  Fitch's 'CCC'
category rating indicates that default is a real possibility.  
Capacity for meeting financial commitments is solely reliant upon
sustained, favorable business or economic conditions.  The series
1998 bonds are secured by a pledge of net revenues including
approved passenger facility charge moneys.  The authority owns and
operates three airports in CNMI, the largest of which is Saipan
International Airport.  The commonwealth consists of a chain of 14
islands, four of which are inhabited, located in the western
Pacific Ocean approximately 1,461 miles south of Tokyo, Japan, and
5,690 miles west of San Francisco.

The Rating Watch Negative reflects further deterioration in the
CPA's financial profile given the suspension of airline rates and
charges put into place by the previous board at the beginning of
fiscal 2008.  Since that time the Governor has taken control of
the CPA and established new board members.  The CPA has applied
for the PFC hardship program which would allow for greater use of
PFC revenue to cover debt service, and may also receive a
reimbursement of funds from the Commonwealth Utility Commission
for work done on airport property.

In addition, the CPA is also reviewing recommendations made by an
airport consultant with respect to revising rates and charges.  
These are important developments for fiscal 2009.  However, should
these prospects fail to materialize, the depletion of cash
balances could very well occur within two to three years.  Revised
airline rates and charges, careful management of expenses and
approval of additional PFC allocation for debt service could
preserve liquidity beyond the near term.

The 'CCC' rating reflects Fitch's expectation that the CPA will
continue to experience near break-even operations in the near term
that will continue the use of internal liquidity to sustain
operations and meet debt service needs.  At the current rate,
CPA's cash resources are sufficient to provide another two to
three years of liquidity. With cash of approximately $1.2 million
as of the beginning of fiscal 2008 and annual debt service of
$1.4 million, CPA's cash could be depleted without a significant
increase in revenue.  The rating also reflects the deterioration
of the underlying economy driven in large part by reduced tourism
and the implementation of a minimum wage that has significantly
reduced the size of the garment industry, which was a significant
contributor to the economy.

In addition, the CPA faces the challenge of balancing the need for
certain essential capital improvements and covering all its
expenses.  The credit's main strength's include the essentiality
of an airport system serving as a key transportation link to CNMI
and CNMI's ability to continue to draw visitors.  Absent an
upswing in CNMI's economy and passenger volume and larger PFC
offsets, CPA's options to decrease operating deficits in future
years include downsizing operations and implementing a cost-
recovery airline rate structure.

The authority's deteriorating operating and financial profile has
been impacted negatively by losses in CNMI's tourism and garment
industries, resulting in rate covenant violations and the use of
unrestricted cash to make debt service payments in fiscal years
2006, 2007 and 2008.  Operating revenues and expenses were both
down in fiscal 2007 from 2006 by negative 10.5% and negative 7%,
respectively.  Aviation and concession revenue continue to be
challenged given the smaller base of traffic.  CPA continues to
make efforts to reduce operating expenses through the use of
scheduled work reductions and the elimination of non-essential
expenses.  CPA will continue to be challenged to balance operating
expense reductions with the need to provide a safe operating
facility.

Utility cost management will prove difficult as CNMI depends upon
diesel imports for power generation.  The rapid deterioration of
CPA's finances also stems from the departure of Japan Air Lines
(JAL; Issuer Default Rating 'BB-', Stable Outlook by Fitch), which
ceased all scheduled service to CNMI on Oct. 20, 2005.  At the
time, JAL was the second leading carrier in the market, accounting
for 26% of enplanements.  Northwest Airlines quickly backfilled
some of the lost service, resulting in a net enplanement decline
of 9.5% in 2006.  

Traffic continued to decline across the three airports through
fiscal 2007, representing an overall decrease of 10% in fiscal
2007.  Traffic appears to be settling around this new lower base,
with 2008 enplanements totaling 546,588, up from 529,002 in 2007
or 3%.  Despite passenger traffic appearing to stabilize, 2008
traffic remains about 20% down from a high of 661,538 enplanements
in 2004.  Given the current state of the airline industry, service
adjustments are likely to continue over the near term and have the
potential to present additional challenges for CPA.

CNMI's economy is tourism-based and faces increased competition
with other leisure destinations in the Pacific.  As a result,
remaining cost-competitive is deemed necessary to securing a
sustainable tourist market in CNMI.  Since 2005, CNMI has been
focusing on developing new routes and has shown some success with
the development of new markets such as those in Korea, Russia,
China, and the Philippines.  Increased service by Asiana Airlines
represented 132,233 enplanements at Saipan International Airport
in 2008, up 19% over 2007.  CNMI has also received increased
Charter service to Russia and Japan, but on a much smaller scale
than the signatory service lost.


CUPERTINO SQUARE: $7 Mil.-DIP Loan Hearing Moved to November 7
-------------------------------------------------------------
The Hon. Marilyn Morgan of the United States Bankruptcy Court
for The Northern District of California adjourned the hearing on
Nov. 7, 2008, to consider Cupertino Square LLC and its debtor-
affiliate's motion to obtain up to $7 million of debtor-in-
possession financing under a secured loan and security agreement
with Orbit Properties LLC.

The committed $7-million financing consists of (i) $2 million to
cover operating budget shortfalls, and (ii) $5 million for
tenants' improvements and other construction costs.

The Debtors ask the Court to use at least $1 million in financing
pending final approval of the DIP Financing.  The Court has
authorized the Cupertino Square to access cash collateral,
according to the Deal's Mike Schoeck.

The Debtors said they have an urgent need of financing to cover
all of the expenses on a monthly basis.  Cupertino admitted that
its shopping center operations were unable to generate sufficient
revenues to cover operating expenses.

The Debtors' shopping center is subject to a deed of trust held by
Gramercy owed $120 million under the trust, secured by equity
cushion of at least 28.1% in the encumbered property.  On May 16,
2008, CB Richard Ellis issued an appraisal value of $229 million
and an "as-is" value of $167 million.

According to Richard A. Lapping, Esq., at Thelen LLP, in San
Francisco, California, the Debtors plan to use proceeds of
$917,650 from an insurance policy with affiliated FM Insurance
Co. and $50,000 in connection with the settlement of a tenant
dispute.

The DIP facility will bear interest at 7%.  The facility matures
by April 10, 2009.

The lender's rights to collateral superpriority administrative
expenses are subject to cave-out for professional fees and
expenses at $100,000 after an event of default, Chapter 7 trustee
fees and expenses at $100,000, and Court and U.S. Trustee fees.

Furthermore, the DIP facility contains customary and appropriate
events of default including, among other things: (i) breach of
warranty and covenant, (ii) failure to pay obligations when due,
and (iii) default in other material postpetition date agreements.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?342b

                      About Cupertino Square

Headquartered in Cupertino, California, Cupertino Square LLC
operates shopping centers.  The company and its affiliate, Vallco
International Shopping Center LLC, filed for Chapter 11 protection
on Sept. 2, 2008 (Bankr. N.D. Calif. Lead Case No.08-54897).  
Richard A. Lapping, Esq., at Thelen LLP, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 17
appointed creditor to serve on an Official Committee of Unsecured
Creditors.  Marianne Dickson, Esq., and Scott H. McNutt, Esq., at
McNutt Law Group, represent the Committee. When the Debtors filed
for protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


DIVERSIFIED REIT: Fitch Cuts Ratings on Three Note Classes to 'B+'
------------------------------------------------------------------
Fitch Ratings has downgraded four and affirmed five classes of
notes issued by Diversified REIT Trust 2000-1 Ltd./Corp.  In
addition, five classes were placed on Rating Watch Negative.  
These rating actions are effective immediately:

  -- $24,986,000 class A-2 notes affirmed at 'AAA';
  -- $18,090,000 class B notes affirmed at 'AAA';
  -- $26,992,000 class C notes affirmed at 'AAA';
  -- $21,249,000 class D notes rated 'AA', placed on Rating Watch
     Negative;

  -- $11,343,000 class E notes downgraded to 'BB+' from 'A-' and
     placed on Rating Watch Negative;

  -- $4,307,000 class F notes downgraded to 'B+' from 'BBB-' and
     placed on Rating Watch Negative;

  -- $5,025,000 class G notes downgraded to 'B+' from 'BB+' and
     placed on Rating Watch Negative;

  -- $4,308,000 class H notes downgraded to 'B+' from 'BB-' and
     place on Rating Watch Negative;

  -- $116,300,000 class X notes (interest only) affirmed at 'AAA'.

The actions are due to Fitch's Oct. 14 downgrade and subsequent
Rating Watch Negative placement for Rouse Company LP's Issuer
Default Rating to 'B+' from 'BB' and an assignment of an 'RR5'
Recovery Rating to the rated security.  The Rouse bond represents
18.7% of the pool.  Classes were placed on Rating Watch Negative
due to the uncertainty surrounding the amount of recovery
anticipated in the event of a default.

DREIT 2000-1 is a collateralized debt obligation that closed
April 13, 2000 and is composed of a static pool of senior
unsecured real estate investment trust securities.  Since last
review in December 2007, the overall credit quality of the
portfolio has migrated to 'BB' from 'BBB/BBB-'.  In addition,
54.8% of the pool will mature by April 30, 2009 and 100% by March
2010.  The notes pay principal in sequential order and there are
no overcollateralization or interest coverage tests.  Since
closing, approximately 43.8% of the original capital structure has
been paid down, with A-1 being paid in full and only 17.1% of
class A-2 remaining.  The current collateral pool is concentrated
with only eight assets remaining.

The 'RR5' Recovery Ratings, given default for GGP Limited
Partnership and Rouse's rated securities, are based on Fitch's
continued belief that substantive consolidation of GGP and Rouse
is likely in a liquidation scenario, resulting in Rouse
bondholders being equal in seniority with other GGP unsecured
creditors.  Fitch's analysis resulted in estimated recoveries for
rated debt securities in the 11%-30% range, or 'RR5' per Fitch's
recovery methodology.  Of the remaining assets, all but one have a
Fitch derived rating that is investment grade.  The credit quality
of the entire pool is:

  -- 'A-' or better: 26.9%;
  -- 'BBB' category: 41.3%;
  -- 'BB+': 13%;
  -- 'B+'; Rating Watch Negative: 18.7%.

Fitch applied a hypothetical loss to the capital structure of the
transaction based on the Recovery Rating of the Rouse rated
security to evaluate the impact on the rated classes in the event
of a default.  Those classes that would suffer losses in the event
of a default were downgraded and placed on Watch Negative.  In
this scenario, class D would suffer significant impairment to its
credit enhancement, but no principal loss.  As such, this class
was affirmed, but placed on Watch Negative.  Classes D through H
will remain on Watch Negative until more information is available
on the likelihood of a Rouse bond default and the magnitude of an
ensuing loss, if any.


GAINEY CORP: May Continue Using Cash Collateral Until January 16
----------------------------------------------------------------
Bankruptcy Court Judge James Gregg ruled that Gainey Corp. and its
related subsidiaries could continue using cash collateral to pay
operating costs and employee benefits through at least Jan. 16,
2009, but forbid the use of company cash to pay owner Harvey
Gainey's salary, Chris Knape of The Grand Rapids Press (Michigan)
reported Thursday.

Wachovia Bank had earlier alleged that Mr. Gainey continued to
draw a substantial salary despite failing to make payments on
$230 million in bank debt.

Judge Gregg also ordered Gainey Corp. to make weekly payments of
$340,000 for the benefit of its lenders.

According to the report, the bank sued Gainey Corp. and several
related companies in Kent County Circuit Court in September,
demanding full payment of the $230 million the companies owed as a
result of loans it provided in 2006.  Court records show Gainey
stopped making regular loan payments earlier this year.

The next hearing has been set for Jan. 6.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-   
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., and John T. Schuring, Esq., at
Dickinson Wright, PLLC, represent the Debtors in their
restructuring efforts.  The Lead Debtor listed between $50 million
and $100 million in total assets and between $100 million and
$500 million in total debts.


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks to GE Commercial
Mortgage Corporation series 2003-C2 commercial mortgage pass-
through certificates as:

  -- $56.2 million class A-2 at 'AAA'; Outlook Stable;
  -- $54.3 million class A-3 at 'AAA'; Outlook Stable;
  -- $406.1 million class A-4 at 'AAA'; Outlook Stable;
  -- $178.4 million class A-1A at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $35.5 million class B at 'AAA'; Outlook Stable;
  -- $14.8 million class C at 'AAA'; Outlook Stable;
  -- $26.6 million class D at 'AAA'; Outlook Stable;
  -- $14.8 million class E at 'AAA'; Outlook Stable;
  -- $14.8 million class F at 'AAA'; Outlook Stable;
  -- $14.8 million class G at 'AA'; Outlook Positive;
  -- $14.8 million class H at 'A'; Outlook Positive;
  -- $19.2 million class J at 'BBB'; Outlook Positive;
  -- $7.4 million class K at 'BB+'; Outlook Positive;
  -- $8.9 million class L at 'BB'; Outlook Stable;
  -- $4.4 million class M at 'B+'; Outlook Stable;
  -- $7.4 million class N at 'B'; Outlook Stable;
  -- $3 million class O at 'B-'; Outlook Stable;
  -- $1.9 million class BLVD-1 at 'A'; Outlook Stable;
  -- $2.5 million class BLVD-2 at 'A-'; Outlook Stable;
  -- $4.5 million class BLVD-3 at 'BBB+'; Outlook Stable;
  -- $3.5 million class BLVD-4 at 'BBB'; Outlook Stable;
  -- $8 million class BLVD-5 at 'BBB-'; Outlook Negative.

Fitch does not rate $18.5 million class P certificates and class
A-1 has paid in full.

The affirmations are due to stable Fitch-expected credit
enhancement levels since Fitch's last rating action.  The pool
paid down by 6.5% of the aggregate principal balance since the
last Fitch rating action, due to the repayment of six loans
(5.0%), the liquidation of one loan (0.8%), and scheduled
amortization.  However, a majority of the paydown (52.0%) came
from defeased or liquidated loans already incorporated in the
Fitch-expected credit enhancement levels.

In addition, the transaction's concentration of Fitch loans of
concerns increased slightly, to 6.0% from 4.4%.  The Rating
Outlooks reflect the likely direction of any rating changes over
the next one to two years.

As of the October 2008 distribution date, the pool's aggregate
principal balance has decreased 23.7% to $920.3 million, from
$1.21 billion at issuance.  To date, 26 loans (29.3%) have
defeased, including four of the top 10 loans (10.9%).

Currently, there is one asset (0.4%) in special servicing, with
expected losses that are anticipated to be absorbed by the non-
rated class.  The loan is secured by a 660-unit self-storage
facility located in eastern New Orleans, Louisiana, which
sustained damage from hurricanes Katrina and Rita.  The property
is 100% vacant, and is currently listed for sale.

Fitch has identified nine Fitch loans of concern (6.0%).  The
largest Fitch loan of concern (2.6%) is secured by a 227,939
square foot retail property located in Central Valley, New York.  
A major tenant (13.6%), Linens 'n Things, rejected its lease at
the property as part of its May 2008 bankruptcy protection filing.  
According to a rent roll dated June 30, 2008, additional rollover
is limited to 0.6% and 0.9% of the net rentable area in 2009 and
2010, respectively; however, it is unclear if any co-tenancy
provisions exist in the leases corresponding to other tenants at
the property.  Prior to the Linens 'n Things vacancy, the property
was 100% occupied, compared to 99% occupancy at issuance.  No
other Fitch loan of concern represents more than 1% of the pool.

Two shadow-rated loans remain, of which, one, the Wellbridge
Portfolio (2.3%), has defeased.  The Boulevard Mall loan (7.0%) is
secured by a 1.2 million sf regional mall in Las Vegas, Nevada, of
which 587,170 sf represents collateral.  The A note has been
divided into two pari-passu notes, one of which is included in the
trust ($44.2 million).  The B note, a $20.5 million non-pooled
portion of the loan, is also included in the trust and
collateralizes classes BLVD-1 through BLVD-5.  

Total occupancy was 98.7% as of December 2007, up from 92.6% at
issuance.  The loan, which matures in 2013, has a coupon of 4.27%.  
Though collateral performance has been stable to date, Fitch is
concerned about weakening fundamentals in the Las Vegas retail
market as well as the declining financial condition of the mall's
operator and the loan sponsor, General Growth Properties.  The
Outlooks reflect the concern.

The transaction has limited near-term maturity risk, with no loans
scheduled to mature throughout the remainder of 2008 or in 2009.  
The next scheduled maturities occur in 2010, when five non-
defeased loans (2.0%) mature.  The transaction's weighted average
coupon is 5.56% and interest rates range from 4.27% to 7.73%.


GENERAL MOTORS: $15BB Asset Sale Proceeds May be Insufficient
-------------------------------------------------------------
General Motors Corp.'s planned $15 billion in asset sales and
savings won't be enough to maintain its liquidity as sales
deteriorate, Jeff Green at Bloomberg News reports, citing people
familiar with the matter.

According to Bloomberg, the sources said that General Motors may
implement another round of cost cuts.  U.S. and Europe sales have
declined more than GM expected, making the company reexamine its
spending, the report says, citing the sources.

Bloomberg quoted Comerica Bank's chief economist Dana Johnson as
saying, "Virtually every economic forecast has been downgraded in
the last several months because of the tremendous problems in the
financial markets.  It's only logical that GM is making
adjustments to its own plans."

Citing JPMorgan Chase & Co. analyst Himanshu Patel, Bloomberg
relates that GM's reserves may fall below $12.5 billion by the
second quarter, and it will need asset sales, federal loans, new
debt or cash from its merger with Chrysler LLC to get through the
rest of the year.  A combined company might produce $6 billion in
savings while still failing to assure long-term health, the report
states, citing Deutsche Bank analyst Rod Lache, who assigns a
"hold" recommendation on GM's shares.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of
US$15.4 billion over net sales and revenue of US$38.1 billion,
compared to a net income of US$891.0 million over net sales and
revenue of US$46.6 billion for the same period last year.


GENERAL MOTORS: Might Sell ACDelco Business, Bloomberg Report Says
------------------------------------------------------------------
Bill Koenig and Alex Ortolani at Bloomberg News report that
General Motors Corp. said it may sell its ACDelco replacement-
parts business.

ACDelco is located in Grand Blanc, Michigan.  It makes parts like
batteries, oil filters, and windshield wipers, and has about 600
workers.

GM said in a statement that Merrill Lynch will assist in the
possible sale.  Bloomberg relates that GM is considering divesting
ACDelco as part of its efforts to raise as much as
$4 billion through asset sales.  The report says that GM seeks to
boost its available funding by $15 billion by the end of 2009.

Bloomberg quoted Global Insight, Inc., auto analyst Aaron Bragman
as saying, "GM needs the cash and this is another way to try and
raise."

GM, says Bloomberg, is raising cash after it reported
$69.8 billion in losses since the end of 2004, and an 18% drop in
its U.S. sales of cars and light trucks this year through
September.

Law firm Butzel Long's automotive practice chief W. Patrick
Dreisig said that ACDelco may attract a private-equity buyer as
the replacement-parts business can bring in cash even if new-
vehicle sales are declining, Bloomberg states.  "This business
would produce a cash flow, which is particularly important to a
private-equity buyer.  There's a lot of private-equity money that
is amassed and sitting on the sidelines right now," Bloomberg
quoted Mr. Dreisig as saying.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of
US$15.4 billion over net sales and revenue of US$38.1 billion,
compared to a net income of US$891.0 million over net sales and
revenue of US$46.6 billion for the same period last year.


GENERAL MOTORS: GMAC Tells Dealers to Pay Off Older Inventory
-------------------------------------------------------------
Reuters reports that GMAC LLC told some General Motors Corp.
dealers to start paying off older inventory.

Citing California New Car Dealers Association President Peter
Welch, Reuters states that many GM dealers in California were told
to begin paying down the principal they owe on GM vehicles over
180 days old, and the new payments will require principal payments
of five to 10 percent a month.

Reuters relates that a major dealer group is protesting GMAC's
decision, calling the move as an unfair tightening of credit that
could prompt dealer bankruptcies.  According to the report,
California New Car Dealers Association President Peter Welch said
in a letter of protest to GMAC, "Unless immediately stopped,
GMAC's actions will directly lead to the insolvency of a number of
our dealer members.  At a time of their greatest need, our GM
dealer members feel completely abandoned by GMAC's rogue actions."

As reported in the Troubled Company Reporter on Oct. 15, 2008,
GMAC's CEO Al de Molina said that the company has "limited if any
access to funding" for its mortgage and auto-lending units.  Mr.
de Molina said that GMAC may cut auto lending in some
international markets and that it is considering "strategic
initiatives."  GMAC, says Reuters, has limited financing for
dealerships and for consumer purchases due to its own difficulty
securing credit.

According to Reuters, GMAC said that it had been forced to cut
back on consumer loans due to the credit "market disruption."  The
company said that changes to inventory financing were being made
on a case-by-case basis to lessen risk, the report states.  GMAC
spokesperson Gina Proia said in a statement, "We continue to
implement prudent risk management that includes working with
dealers, regularly assessing credit-worthiness and appropriately
taking actions to reduce risk."

The steps by GMAC threaten to compound sales difficulties for GM,
Reuters states, citing analysts.  

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of
US$15.4 billion over net sales and revenue of US$38.1 billion,
compared to a net income of US$891.0 million over net sales and
revenue of US$46.6 billion for the same period last year.


GENERAL MOTORS: Gov't May Step in Chrysler Merger Talks
-------------------------------------------------------
Negotiations between General Motors Corp. and Chrysler LLC might
necessitate going to the U.S. Congress for cash, The Economic
Times reports, citing a source involved in the financing
discussions.

According to The Economic Times, GM is reportedly interested in
Chrysler first for its $11 billion in cash.  The report says that
the cash may not be enough for GM to take on Chrysler.  GM,
according to the report, may be unwilling to acquire Chrysler
without additional money.  The acquisition of Chrysler would bring
in factories, brands, models, dealers, and employees to GM, the
report states.

The Congress may be interested in "kicking in" cash because if
Chrysler goes into bankruptcy, the government could be forced to
take on the pension costs for the company's 124,924 retirees and
spouses, The Economic Times relates, citing industry analysts.  
According to the report, the Congress may also want to keep as
many of Chrysler's 49,000 US jobs as possible.

The Economic Times states that Sen. Carl Levin said in a debate on
Monday that the government may need to get involved in the GM-
Chrysler deal.  

Ron Gettelfinger, the United Auto Workers union's president, is
worried that a GM-Chrysler merger would result in massive job
losses, The Economic Times says.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of US$191.6 billion, and
total stockholders' deficit of US$56.9 billion.  For the quarter
ended June 30, 2008, the company reported a net loss of
US$15.4 billion over net sales and revenue of US$38.1 billion,
compared to a net income of US$891.0 million over net sales and
revenue of US$46.6 billion for the same period last year.


GMAC LLC: Tells GM Dealers to Pay Off Older Inventory
-----------------------------------------------------
Reuters reports that GMAC LLC told some General Motors Corp.
dealers to start paying off older inventory.

Citing California New Car Dealers Association President Peter
Welch, Reuters states that many GM dealers in California were told
to begin paying down the principal they owe on GM vehicles over
180 days old, and the new payments will require principal payments
of five to 10 percent a month.

Reuters relates that a major dealer group is protesting GMAC's
decision, calling the move as an unfair tightening of credit that
could prompt dealer bankruptcies.  According to the report,
California New Car Dealers Association President Peter Welch said
in a letter of protest to GMAC, "Unless immediately stopped,
GMAC's actions will directly lead to the insolvency of a number of
our dealer members.  At a time of their greatest need, our GM
dealer members feel completely abandoned by GMAC's rogue actions."

As reported in the Troubled Company Reporter on Oct. 15, 2008,
GMAC's CEO Al de Molina said that the company has "limited if any
access to funding" for its mortgage and auto-lending units.  Mr.
de Molina said that GMAC may cut auto lending in some
international markets and that it is considering "strategic
initiatives."  GMAC, says Reuters, has limited financing for
dealerships and for consumer purchases due to its own difficulty
securing credit.

According to Reuters, GMAC said that it had been forced to cut
back on consumer loans due to the credit "market disruption."  The
company said that changes to inventory financing were being made
on a case-by-case basis to lessen risk, the report states.  GMAC
spokesperson Gina Proia said in a statement, "We continue to
implement prudent risk management that includes working with
dealers, regularly assessing credit-worthiness and appropriately
taking actions to reduce risk."

The steps by GMAC threaten to compound sales difficulties for GM,
Reuters states, citing analysts.  

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

At June 30, 2008, the company's balance sheet showed total assets
of US$136.0 billion, total liabilities of
US$191.6 billion, and total stockholders' deficit of
US$56.9 billion.  For the quarter ended June 30, 2008, the company
reported a net loss of US$15.4 billion over net sales and revenue
of US$38.1 billion, compared to a net income of US$891.0 million
over net sales and revenue of US$46.6 billion for the same period
last year.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


GOODY'S FAMILY: Will Close Unprofitable Albany Outlet in December
-----------------------------------------------------------------
Goody's Family Clothing, Inc., will be closing its Albany store in
December, after 14 years in Cross Station Shopping Center on Old
Dawson Road, The Albany Herald (Georgia) reported Saturday.

According to the report, the store is one of five added Friday to
a list of 69 stores Goody's is closing under a Chapter 11
bankruptcy restructuring plan, a company official said.

"It's a difficult thing to do, to tell these employees that we
care about so much that their stores are closing," Joanna Drake
Gager, public relations coordinator with Goody's said.

Goody's operated 355 stores in 20 states when it disclosed in June
plans to restructure operations in order to reduce expenses and
attempt to return to profitability.

"It's a difficult decision," Ms. Gager said of Goody's choice of
which stores to close, "but it is based on the performance of
sales at the store.  Those stores have not met our business
expectations."

Goody's opened the 35,000-square-foot Albany store in November
1994.

"We anticipate that the store will close Dec. 20, and will be 100
percent vacated by Dec. 31," Ms. Gager said.

As reported in the Troubled Company Reporter on Oct. 21, 2008,
Goody's Family Clothing, Inc. disclosed that the company's
Second Amended Plan of Reorganization proposed by Goody's Family
Clothing, Inc., its Subsidiary Debtors and the Official Committee
of Unsecured Creditors became effective on Oct. 20,2008, marking
the company's emergence from Chapter 11 bankruptcy.  The Plan was
confirmed by order of the United States Bankruptcy Court for the
District of Delaware on Oct. 7, 2008.

During the Chapter 11 bankruptcy, Goody's streamlined and
reorganized its operations to improve the business model,
significantly reduced operating costs, and maximized the value of
core assets.  This included the closure and liquidation of
69 underperforming retail locations in 18 states, the closing of
a distribution center in Arkansas and a corporate office in New
York, and the elimination of excessive corporate spending.  In
addition, Goody's eliminated the company's e-commerce business,
well as an associated distribution center in Tennessee.

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing       
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  The company and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represent the Debtors.  The
Debtors selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection against their creditors,
they listed assets and debts of between $100 million and
$500 million.  As of May 3, 2008, the Debtors' records reflected
total assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


GWLS HOLDINGS: Seeks Dec. 19 Auction, Lenders as Lead Bidder
------------------------------------------------------------
GWLS Holdings Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures for the sale of substantially all of their
assets, free and clear of liens, claims, encumbrances, and
interests.

The Debtors negotiated with their first lien lenders the terms and
conditions of the asset purchase agreement, with NEWCO LLC, an
acquisition vehicle to be formed by the lenders.  The agreement
involves a credit bid made by the lenders on account of 90% of the  
outstanding principal, interest and letters of credit issued under
the first lien credit agreement.

The Debtors entered into a first lien credit agreement dated
Dec. 19, 2006, in the aggregate amount of $370 million, comprised
of (i) a $300 million term loan; and $70 million revolving credit
facility, secured by all of the Debtors' assets.  

The Debtors previously negotiated a restructuring plan with the
First Lien Lenders and certain of the lenders who funded their
$117-million secured second-lien credit facility.  The Debtors,
however, elected to pursue a sale process, given the inability of
their lenders to agree on the terms of a consensual restructuring,
and increasing concerns and rumors of the deterioration of their
business.

UBS AG, Stamford Branch, is the administrative agent for the First
Lien Facility.  UBS also previously represented, as administrative
agent, the Second Lien Lenders but resigned.

Bids along with a $7.5-million minimum good-faith deposit must be
submitted by Dec. 15, 2008.  All bids must exceed NEWCO's offer by
$3.5 million.  NEWCO will be entitled to seek reimbursement of up
to $1.5 million in the event the Debtors select another bidder.

An auction will take place on Dec. 19, 2008, at 10:00 a.m., at the
Offices of Young Conaway Stargatt & Taylor, LLP, at 1000 West
Street, 17th Floor in Wilmington, Delaware.

The Debtors expect the sale hearing to occur by Dec. 31, 2008.  
NEWCO may terminate the Stalking Horse Agreement if closing of the
sale is not consummated by January 31, 2009.

The First Lien Lenders will be paid at least $7.5 million in fee
in the event the sale agreement is terminated, and $1.5 million in
expense reimbursement.

A full-text copy of the Asset Purchase Agreement between the
Debtors and NEWCO LLC is available for free at:

               http://ResearchArchives.com/t/s?3429

NEWCO LLC is represented by:

   Latham & Watkins LLP
   885 Third Avenue
   New York, New York 10010
   Attn: David Heller
   Attn: Howard Sobel
   Facsimile No.: 212-751-4864
   
   - and -

   Paul, Hastings, Janofsky & Walker LLP
   600 Peachtree Street, N.E.
   Twenty-Fourth Floor
   Atlanta, GA 30308
   Attn: Frank Layson
   Facsimile NO.: 404-685-5206

Headquartered in Dallas, Texas, GWLS Holdings Inc. --
http://www.greatwide.com/-- operate trucking and logistics
company.  The company and 50 of its affiliates filed for Chapter
11 protection on Oct. 20, 2008 (Bankr. D. Del. Lead Case No.
08-12430).  Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor LLP, as the Debtors' counsel.  Willkie Farr Gallagher LLP,
represents as the Debtors' co-counsel.  Miller Buckfire & Co.,
LLC, is the Debtors' financial advisor.  When the Debtors filed
sought bankruptcy protection from their creditors, they listed
assets and debts between $500 million and $1 billion each.


HARBOUR WALK: Receives Bid for 53-Acre Property From Stuart City
----------------------------------------------------------------
The city of Stuart, Florida, has offered to purchase a 53-acre
parcel in north Stuart from Harbour Walk Preserve, LLC, Jim
Mayfield, correspondent for Stuart News, Fla. reported Tuesday.

Mr. Mayfield said Stuart city commissioners last week authorized
an offer of up to 60 percent of the property's appraised value.  
The exact amount of the offer was not disclosed.

Payment for the purchase will come from the half-cent sales tax
initiative referendum passed in 2006 that went into effect in
2007, Stuart City Manager Dan Hudson said.

Harbour Walk sought bankruptcy protection after its lender
Seacoast National Bank foreclosed on the developer, claiming it
was owed $14 million on a $22 million line of credit.  

Palm Beach Gardens, Florida-based Harbour Walk Preserve LLC filed
for Chapter 11 protection on May 23, 2008 (Bankr. S.D. Fla. Case
No. 08-16789).  Bradley S. Shraiberg, Esq., John E. Page, Esq.,
and Eyal Berger, Esq., at Kluger Peretz Kaplan & Berlin P.L.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


HERTZ CORPORATION: Fitch Affirms Ratings on Stable Market Position
------------------------------------------------------------------
Fitch Ratings has affirmed the Hertz Corporation's Issuer Default
Rating and outstanding debt ratings as:

  -- IDR at 'BB';
  -- Senior secured revolving facility at 'BBB';
  -- Secured term facility at 'BBB-';
  -- Letter of credit facility at 'BBB-';
  -- Senior unsecured debt at 'BB-';
  -- Subordinated Debt at 'B+';

Fitch has also revised Hertz's Rating Outlook to Stable from
Positive.

Hertz Global Holdings, Inc. (NYSE: HTZ) is the ultimate parent
company of Hertz.  Approximately $4.2 billion of debt is affected
by this rating action.

The affirmation of Hertz's ratings reflects the strength of the
company's stable market position in the car rental and commercial
equipment markets, positive free cash flow generation, and good
collateral coverage for its debt.  Fitch's rating also
incorporates Hertz's secured funding profile, increasing vehicle
costs and cyclical operating performance.

Fitch's Outlook revision to Stable from Positive reflects the
belief that weakening economic conditions in the United States and
unprecedented capital market dislocations have hampered Hertz's
near-term ability to sustain improvements in operating performance
and free cash flow.  Fitch expects weakening economic conditions
will reduce demand for rental cars and rental equipment.  Further,
weakening of used car prices will generate additional downward
pressure on operating results due to the increased percentage of
at-risk vehicles in Hertz's rental fleet.

Although liquidity remains sufficient to support funding and
maturing debt requirements through 2009, Fitch believes that
Hertz's ongoing efforts to develop funding alternatives to insured
asset securitization also represent a meaningful near-term
challenge.  This effort is necessary given its exposure to
monoline guarantors.

Fitch notes that overall collateral coverage is substantial and
supports full repayment of all debt classes, assuming an orderly
liquidation.  Full repayment of debt is substantially less reliant
on the sale or liquidation of Hertz's trademark.  Fitch will
continue to assess the relative adequacy of collateral to support
repayment of debt and may revise the current notching of security
specific ratings from their current levels relative to Hertz's
IDR, including equating the senior unsecured debt rating with the
IDR.


HEXION SPECIALTY: Nimbus Unit Prices Offering of Senior Notes
-------------------------------------------------------------
Hexion Specialty Chemicals, Inc., disclosed the consideration to
be paid in the cash tender offers and consent solicitations by
Nimbus Merger Sub Inc., a subsidiary of Hexion, for any and all
of the outstanding:

   (A) i) Second-Priority Senior Secured Floating Rate Notes
          due 2014 (CUSIP No. 428303AG6); and
      ii) 9-3/4% Second-Priority Senior Secured Notes due 2014
          (CUSIP No. 428303AH6) issued by Hexion U.S. Finance
          Corp. and Hexion Nova Scotia Finance, ULC; and

   (B) i) 11a...% Senior Secured Notes due 2010 (CUSIP No.  
          44701RAE0);
      ii) 11-1/2% Senior Notes due 2012 (CUSIP No. 44701RAG5);
     iii) 7a...oe% Senior Subordinated Notes due 2015 (CUSIP No.
          44701QAK8);
      iv) 7-1/2% Senior Subordinated Notes due 2015 (CUSIP No.
          44701QAL6);
       v) 7a...% Subordinated Notes due 2014 (CUSIP No.
          44701QAP7); and
      vi) 6a...% Subordinated Notes due 2013 (Reg. S ISIN No.
          XS0274281186, Rule 144A ISIN No. XS0274281855), in
          each case issued by Huntsman International Inc. fka
          Huntsman International LLC.

The total consideration for each $1,000 in principal amount of
the Huntsman 11a...% Notes that was validly tendered and not
withdrawn by 5:00 p.m., New York City time, on Oct. 22, 2008,
will be $1,034.06.  The Total Consideration for each $1,000
in principal amount of the Huntsman 11-1/2% Notes that was
validly tendered and not withdrawn by the Consent Payment
Deadline will be $1,062.50.  The Total Consideration for each
other series of the Hexion Notes and the Huntsman Notes was
determined as of 10:00 a.m., New York City time, on Oct. 23,
2008, by reference to a fixed spread of 50.0 basis points above
the yield to maturity of the applicable reference security as
described in the respective Offers to Purchase and Consent
Solicitation Statements, each dated Oct. 8, 2008.  

The reference yield for the Floating Rate Notes was 0.811%; the
reference yield for the 9-3/4% Notes was 1.344%; the reference
yield for the Huntsman 7a...oe% Notes was 1.526%; the reference
yield for the Huntsman 7-1/2% Notes was 2.734%; the reference
yield for the Huntsman 7a...% Notes was 1.344%; and the
reference yield for the Huntsman 6a...% Notes was 2.734%.

Assuming a payment date of Nov. 6, 2008, the Total Consideration
for such Notes that were validly tendered and not withdrawn by
the Consent Payment Deadline is $1,021.49 per $1,000 principal
amount for the Floating Rate Notes; $1,203.40 per $1,000 principal
amount for the 9 3/4% Notes; $1,096.64 per $1,000 principal amount
for the Huntsman 7a...oe% Notes; 1,083.97 per 1,000 principal
amount for the Huntsman 7-1/2% Notes; $1,157.27 per $1,000
principal amount for the Huntsman 7a...% Notes; and 1,086.30 per
1,000 principal amount for the Huntsman 6a...% Notes.  In each
case, the Total Consideration includes a cash consent payment of
$15.00 per $1,000 principal amount, in the case of the dollar-
denominated Notes, or 15.00 per 1,000 principal amount, in the
case of euro-denominated Notes.  Holders who tender their Notes
and deliver their consents after the Consent Payment Deadline
but prior to the Offer Expiration Date will receive the
applicable tender offer consideration, which consists of the
applicable Total Consideration less the cash consent payment.  
All holders of Notes validly tendered prior to the Offer
Expiration Date will receive accrued and unpaid interest on
their tendered Notes up to, but not including, the payment date
for the tender offer and consent solicitation.

As a result of the receipt of the requisite consents to adopt
certain proposed amendments to the applicable indentures
pursuant to which each series of the Notes was issued, each of
(i) the First Supplemental Indenture by and among the Hexion
Issuers, Hexion, each of the guarantors party thereto and
Wilmington Trust Company, as trustee for the holders of the
Floating Rate Notes and the 9-3/4% Notes; (ii) the Fourth
Supplemental Indenture by and among Huntsman (as successor by
merger to Huntsman LLC), each of the guarantors party thereto and
HSBC Bank USA, as trustee for the holders of the Huntsman
11a...% Notes; (iii) the Fourth Supplemental Indenture by and
among Huntsman (as successor by merger to Huntsman LLC), each
of the guarantors party thereto and HSBC, as trustee for the
holders of the Huntsman 11-1/2% Notes; (iv) the Third
Supplemental Indenture by and among Huntsman, the guarantors
party thereto and Wells Fargo Bank, National Association, as
trustee for the holders of the Huntsman 7a...oe% Notes and the
Huntsman 7-1/2% Notes; and (v) the First Supplemental Indenture
by and among Huntsman, the guarantors party thereto and Wells
Fargo, as trustee for the holders of the Huntsman 7a...% Notes
and the Huntsman 6a...% Notes, has been executed.  The proposed
amendments, which will eliminate substantially all of the
restrictive covenants and eliminate or modify certain events of
default and related provisions contained in each applicable
indenture and will terminate the liens under the Hexion Notes
indenture will become operative when the tendered Notes are
accepted for purchase.  In addition, if consents in respect of
100% of the outstanding Huntsman 11a...% Notes are received, the
proposed amendments will effect a release of the liens securing
the Huntsman 11a...% Notes when the tendered Notes are accepted
for purchase.

The tender offers and consent solicitations will expire at
midnight, New York City time, on Nov. 5, 2008, unless extended
or earlier terminated by Nimbus.  Nimbus reserves the right, at
any time or times prior to the Expiration Date, to accept for
purchase Notes validly tendered. In the event of an early
acceptance, the Total Consideration for the Floating Rate Notes,
the 9 3/4% Notes, the Huntsman 7a...oe% Notes, the Huntsman
7-1/2% Notes, the Huntsman 7a...% Notes and the Huntsman 6a...%
Notes will be adjusted in accordance with the Offer Documents.

Nimbus's tender offers are subject to the conditions set forth  
in the Offer Documents including, among other things, obtaining
the financing necessary to pay for the Notes and consents in
accordance with the terms of the tender offers and consent
solicitations and consummation of Hexion's Proposed acquisition
of Huntsman Corporation.

Nimbus has retained Oppenheimer & Co. Inc., to act as Dealer
Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to Oppenheimer & Co. Inc., at
(800)274-2746 (toll free) or (212)885-4646 (collect).  Copies of
the Offer Documents and other related documents may be obtained
from D.F. King& Co., Inc., the information agent for the tender
offers and consent solicitations, at (800)290-6426 (toll free) or
(212)269-5550 (collect).

Hexion has entered into a supplemental indenture dated as of
October 23, 2008, to the Indenture dated as of November 3, 2006,
in light of the tender offers and consent solicitations by Nimbus
Merger.  A copy of the Supplemental Indenture is available at:

               http://researcharchives.com/t/s?3435

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting             
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at June 30, 2008,
showed total assets of $3.9 billion and total liabilities of
$5.4 billion, resulting in a shareholders' deficit of
$1.5 billion.


HILANDER BOWL: Kelso Center Closed for Non-Payment of Back Taxes
----------------------------------------------------------------
State Department of Revenue agents closed the Hilander Family Fun
Center Wednesday morning in Kelso, Washington for failing to pay
back taxes, The Daily News (Longview, Washington) reports.

The closure of the Center came after the Hon. Paul B. Snyder of
the U.S. Bankruptcy Court for the Western District of Washington
revoked the bankruptcy protection for Hilander Bowl, Inc.'s
Hilander Family Fun Center in Kelso.  The dismissal of the
Center's Chapter 11 case has allowed the state to pursue causes of
auction in light of the Center's non-payment back taxes.

The report says the Department of Revenue has issued seven
warrants for $436,730 in unpaid sales taxes dating back to August
2005.  The Center still owes the agency around $385,000.

Jim Springer's, the Center's owner, has appealed the bankruptcy
judge's ruling.

According to the report, Hilander was shut down for five days in
February after a 2007 bankruptcy filing was dismissed by the
Court.  It reopened after Springer put up a $100,000 bond and
agreed to a payment plan for the back taxes.  The state's
Department of Revenue, however, moved to revoke the $100,000 bond
that Mr. Jim Springer put up in March as a guarantee that he would
pay delinquent taxes.

                      About Hilander Bowl

Kelso, Washington-based Hilander Bowl, Inc., has a 40,000 square-
foot facility equiped with a fun center, 23 bowling lanes, full
service restaurant, a 4,000 square-foot lounge, and two snackbars.  
Its Fun Centery has video games, a redemption area, a carousel,
Rocket Ride, Human Habitrail, and LazerTag.  

The company filed for Chapter 11 protection on Sept. 5, 2008
(Bankr. W.D. Wa. Case No. 08-44430).  Timothy J. Dack, Esq., at
Horenstein & Duggan PS represents the Debtor as counsel.  The
company listed assets of $1 million to $10 million and debts of
$1 million to $10 million.  This is the company's second Chapter
11 filing.  The earlier case (Bankr. W.D. Wa. 07-42403), which was
filed on July 31, 2007, was also dismised.


HOLIDAY ISLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Holiday Isle, LLC
        41 West I-65 Service Rd. N., Suite 300
        Mobile, AL 36608

Bankruptcy Case No.: 08-14135

Chapter 11 Petition Date: October 23, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  igpc@irvingrodskypc.com
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Paul Thompson                                    $150,000
P.O. Box 774
Orange Beach, AL 36561

Michael Nix                                      $148,500
6036 Saddle Club Road
Pace, FL 32571

Richard Murray, III                              $146,800
215 S. McGregor Ave.
Mobile, AL 36608

Dr. Robert C. Nusbaum                            $145,200

Charles E. Campbell                              $145,200

Jay H. and Lisa T. Murray                        $136,800

Thomas and Lisa McKinley                         $134,600

Three M Properties, LLC                          $134,200

Timothy I. Warren                                $132,000

Quad D. Rentals, LLC                             $130,200

Fred Pace                                        $130,200

Michael Combs                                    $130,200

Jason R. Williams                                $129,400

Charles D. and Donna M. Steinau                  $129,400

Chris Golonka & Kazimierz Golonka                $129,000

Greg Woodfin                                     $129,000

Robert Downs                                     $127,400

Mary Jo Rapetti                                  $127,400

Carissa Carisse                                  $127,400

Robert Tortagada, Sr.                            $127,400


INTEREP NATIONAL: Wants Case Converted to Chapter 7 Liquidation
---------------------------------------------------------------
Interep National Radio Sales Inc. and its debtor-affiliates ask
the Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York to convert their Chapter 11
cases to a Chapter 7 liquidation proceeding.

Erica M. Ryland, Esq., at Jones Day, listed two grounds that
warrant the conversion:

  i) an event of default under the Debtors' postpetition financing
     facility will occur Oct. 24, 2008, wherein the Debtors may
     lose all access to liquidity; and

ii) certain of the Debtors' key leases will be deemed rejected by
     operation of law under Section 365(d) of the Bankruptcy Code
     on Monday, Oct. 27, 2008.

The conversion of the Debtors' cases is in the best interest of
their estates and their creditors, Ms. Ryland said.

                      About Interep National

Headquartered in New York, Interep National Radio Sales, Inc. --
http://www.interep.com/-- are independent sales and marketing  
companies that specialize in radio, the Internet, television and
complementary media.  With 16 offices across the U.S., they serve
radio and television station clients and advertisers in all 50
states and beyond.  The company and 14 of its affiliates filed for
Chapter 11 protection on March 30, 2008 (Bankr. S.D.N.Y. Lead Case
No.08-11079).  Erica M. Ryland, Esq., at Jones Day, represents the
Debtors in their restructuring efforts.  No Official Committee has
been appointed in the cases to date.  The Debtors selected
Kurztman Carson Consultants LLC as claims, noticing and balloting
agent.  When the Debtor filed for protection from their creditors,
it listed between $50 million and $100 million in asset and
between $100 million and $500 million in debts.


INTERSTATE BAKERIES: Court OKs $600-Mil. Bankruptcy Exit Loan
-------------------------------------------------------------
The Hon. Jerry Venters of the United States Bankruptcy Court for
the Western District of Missouri approved Oct. 22, 2008, a
financing agreement that would provide Interstate Bakeries
Corporation over $600 million in funds to emerge from Chapter 11
bankruptcy, Law360 reports.

General Electric Capital Corporation, as administrative and
collateral agent, and GE Capital Markets, Inc., as lead arranger,
pursuant to which GE Capital and GECM will provide IBC with a
$125,000,000 senior secured revolving credit facility.

Silver Point Finance, LLC and Monarch Master Funding Ltd.,
meanwhile, will provide a five-year term loan facility in the
amount of $339,000,000 in exchange for 4.42 million shares of new
common stock.

In addition, as disclosed in the Troubled Company Reporter,
Ripplewood Holdings L.L.C. affiliate IBC Investors I, LLC,
committed to acquire on IBC's effective date of reorganization
4,420,000 shares of IBC's new common stock for $44,200,000, and
new convertible debt in the principal amount of $85,800,000 for a
purchase price of $85,800,000.

IBC Investors' commitment to purchase equity is contingent upon,
among other things, (i) the endorsement of Silver Point, Monarch,
and McDonnel Investment Management LLC, which collectively holder
53.8% of the aggregate prepetition debt outstanding  under the
Amended and Restated Credit Agreement, dated April 24, 2002, among
IBC, Interstate Brands Corporation, a host of lenders, and
JPMorgan Chase Bank, N.A., as administrative agent, and (ii)
confirmation of IBC's reorganization plan by January 15, 2009.

                           About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on November 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.  

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on September 12,
2008, from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


JAMES SANDERSON: Files for Chapter 11 Protection
------------------------------------------------
Janet Leiser at Tampa Bay (Florida) Business Journal reports that
eye surgeon James C. Sanderson filed for Chapter 11 protection in
the U.S. Bankruptcy Court for the Middle District of Florida on
Tuesday.

Al Gomez Jr., Esq., at Morse & Gomez represents Dr. Sanderson,
Tampa Bay Business states.  Mr. Gomez, according to court
documents, is seeking an emergency injunction to stop St. Luke's
Cataract and Laser Institute PA -- Dr. Sanderson's former employer
and his largest creditor -- from enforcing its judgment against
Dr. Sanderson until a Chapter 11 plan is confirmed.

Dr. Sanderson was the resident specialist at St. Luke's Cataract,
in charge of facial and eye cosmetic surgery from 1995 to 2003.  
Dr. Sanderson resigned without notice to start his own practice in
Oldsmar.  St. Luke's sued Dr. Sanderson in February 2006, accusing
the surgeon and the center's former Webmaster of cyber piracy,
infringing on trademark rights, and unfair competition.  According
to court documents, St. Luke's Cataract claimed that the
defendants stole a Web site and two Internet domain names after
they left the clinic.  

The dispute started over a back pay issue, Tampa Bay Business
states, citing Dr. Sanderson, who claimed that he owned the
Laserspecialist.com domain name and the copyright in the Web site.  
Dr. Sanderson, according to court documents, said that he designed
the site in 1998 and authored its content to promote his practice
outside the scope of his employment.  Tampa Bay Business relates
that Dr. Sanderson's pay was a percentage of what he collected
from cosmetic procedures he performed.  According to the report,
Dr. Sanderson alleged that Laserspecialist.com was registered
under his own name from its inception, but St. Luke's Cataract
argued that the work was within Dr. Sanderson's scope of
employment and belonged to the clinic.  

Last year, the court ruled in favor of St. Luke's Catacract on
four counts and one in favor of Dr. Sanderson. The federal court
entered another judgment in March 2008 in favor of St. Luke's
Cataract.  Appeals have been filed by both parties and were still
pending on Thursday, Tampa Bay Business states.

Court records indicate that St. Luke's Cataract owes Dr. Sanderson
some $348,714, almost half as much as the $682,755 the surgeon
owes the center.

                     About James Sanderson

Florida-based James C. Sanderson, M.D., LLC, is a healthcare
company.  It filed for Chapter 11 protection on Oct. 21, 2008,
listing assets of $100,001 to $1,000,000 and liabilities of
$100,001 to $1,000,000.


JESUS MALAVET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jesus Santiago Malavet
        dba San Maje Guest House
        dba Miss Navas Guest House
        470 Sagrado Corazon St.
        Santurce, PR 00915

Bankruptcy Case No.: 08-07087

Chapter 11 Petition Date: October 23, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  smslopsc@prtc.net
                  Santiago Malavet and Santiago Law Office
                  470 Sagrado Ccorazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/prb08-07087.pdf


JOHNSTON SHIELD: Gets $1,000 Fine for 22 State Violations
---------------------------------------------------------
The Arizona Daily Star reports that Johnston Shield Inc. was fined
$1,000 for breaching state law.

The Arizona Daily states that the state of Arizona launched an
investigation on the firm in May, after the U.S. Army banned
troops at Fort Huachuca in Sierra Vista from purchasing cars from
Johnston Shield's dealerships due to questionable business
practices.  The U.S. Army, says the report, agreed to lift the ban
and put Johnston Shield on probation.

According to The Arizona Daily, the Arizona Department of
Transportation charged Johnston Shield of 22 violations of state
law.  The report states that the company changed vehicle
identification numbers on records and issued temporary plates for
previously wrecked cars, which shouldn't have been allowed to run.

State reports indicate that investigators found evidence of
wrongdoing at Wildcat Mitsubishi in 2007 and 2008, The Arizona
Daily relates.  Inspectors said in at least two cases that Wildcat
issued temporary plates for vehicles previously declared
"salvage," according to The Arizona Daily.  The state, says the
report, found six cases in which vehicle identification numbers
were changed on applications Wildcat submitted to the state to
secure the temporary plates.  Wildcat faced similar accusations in
July.  The Arizona Daily states that the dealership had vehicles
that were allegedly not part of legitimate sales deals, because no
title changes were ever registered in the transactions.

The Arizona Daily relates that Timothy Remick, Esq. -- an attorney
for Johnston Shield -- disputed some of the state's findings but
said he would not dispute the $1,000 civil penalty and the
cancellation of Wildcat's license.  The report says that state
officials demanded that the license be revoked, instead of
allowing the dealership owners to voluntarily surrender their
license.

The Transportation Department, according to The Arizona Daily,
said that it is also investigating Johnston Shield's Ideal
Automotive in Sierra Vista dealership, which remains open for
business.

According to The Arizona Daily, Donald L. Robinson, the
administrative judge overseeing the case, said that it is yet
unclear if the state will get paid $1,000 due to Johnston
Shield's.  State officials said that the fine must be put on
record in case the companies try to operate in Tucson again, The
Arizona Daily reports.

Phoenix, Arizona-based Johnston Shield Inc. and debtor-
affiliate, Johnston-Shield Properties, LLC, operated Wildcat
Mitsubishi and Ideal Automotive Group in Sierra Vista.  The
Debtors filed for Chapter 11 protection on July 10, 2008 (Bankr.
D. Ariz. Case No. 08-08474).  Franklin D. Dodge, Esq., represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of both $1 million to $100 million.  According to Arizona
Daily Star, the Debtors listed more than $7 million in unsecured
debt, including nearly $1.3 million in unpaid state and federal
taxes.


MARCIA TURNER: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Marcia T. Turner LLC
        P.O. Box 5234
        Twin Falls, ID 83303-5234

Bankruptcy Case No.: 08-41019

Chapter 11 Petition Date: October 23, 2008

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  btr@idlawfirm.com
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/idb08-41019.pdf

MCCLATCHY CO: Fitch Cuts Sr. Notes/Debentures Rating to 'CCC/RR6'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of The McClatchy Company as:

  -- IDR to 'B-' from 'B+';
  -- Senior secured credit facility to 'B+/RR2' from 'BB+/RR1';
  -- Senior secured term loan to 'B+/RR2' from 'BB+/RR1';
  -- Senior unsecured notes/debentures to 'CCC/RR6' from 'B/RR5'.

The Rating Outlook remains Negative.  Approximately $2.1 billion
of debt is affected by this action.

The downgrade and Negative Outlook reflect the continued
significant top-line revenue pressure and resulting decline in
EBITDA.

As of the last twelve months ending Sept. 30, 2008, revenues have
declined a total of 13.6% (15.3% on a year to date comparison),
with significant declines in nearly all the print advertising
categories.  Real estate and employment classified revenues have
had the sharpest declines down 38.7% and 39.8%, respectively.  LTM
Sept. 30, 2008 online growth of 9.5% has not been sufficient to
make up for the accelerating declines in print advertising
revenues.

Over the longer term, Fitch continues to anticipate that MNI will
be challenged to generate meaningful and consistent revenue growth
and remains cautious regarding newspaper companies' prospects for
capturing and monetizing the significant volume of advertising
dollars that are migrating toward the internet.  Fitch remains
conscious that there is limited visibility regarding the
likelihood, timeframe and magnitude of a potential reversal of
these negative trends.

MNI continues to be aggressive in reducing costs; announcing
headcount reductions in June and September, totaling 2,550
(approximately 18% of the 2007 year-end employee headcount) and
partnerships with other newspapers to reduce print cost.  However,
these cost reductions have not yet been able to compensate for the
significant revenue declines.  EBITDA margins (giving credit for
one-time restructuring costs that may not be one-time going
forward) continue to decline from 27% at year-end 2006 to 25.7% at
YE 2007 and down to 22.6% for Sept. 30, 2008 LTM.

MNI's liquidity was made up of $9.2 million in cash balances as of
June 30, 2008 and revolver capacity of $159 million.  Liquidity
should be sufficient to satisfy its April 2009 $50 million
maturity.

The credit facility amendment MNI agreed to on Sept. 26, 2008
increased the banks' guarantee and security package.  The banks
now benefit from a guarantee from all subsidiaries and a security
interest in certain intangible assets, inventory, accounts
receivable and certain other assets.  The amendment also provides
financial covenant flexibility, as the coverage ratio steps down
from 2.25 to 2.0x after December 2008, and the leverage ratio
steps up from first quarter-2009 through 3Q'10 from 6.25x to 7.0x.

However, the flexibility did come at a cost, as the capacity was
reduced by $25 million (with an additional $25 million step down
at year-end 2009 and a further step down if the Miami land sale is
completed), the maximum spread increased to 425 basis points from
200 bps and a further restriction on dividends was implemented.
Restriction on dividends include, a total of $16 million of
dividends are permitted to be paid during the two fiscal quarters
ending in March and June 2009; after the fiscal quarter ending in
June 2009, dividends are not permitted if leverage is greater than
5.0x cash flow.

The $2.1 billion in total debt is comprised of approximately $1
billion in bank term loans and revolver balances and $1.1 billion
in notes/debentures.  Leverage as measured by debt-to-EBITDA, was
5.0x (4.7x if the restructuring charges of $40 million are added
back to calculate EBITDA).

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  The 'RR2' rating for
MNI's secured bank credit facility reflects Fitch's belief that
71%-90% recovery is realistic given that it benefits from a
security interest in certain assets and a guarantee from
materially all operating subsidiaries.  The 'RR6' recovery rating
for the senior unsecured notes and two notch differential from the
IDR reflects that less than 10% recovery is reasonable due to its
position in the capital structure.


MGM MIRAGE: Weakened Economic Trend Cues Fitch to Trim Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded MGM MIRAGE's Issuer Default Rating  
and outstanding debt ratings as:

  -- IDR to 'BB-' from 'BB';
  -- Senior credit facility to 'BB-' from 'BB';
  -- Senior notes to 'BB-' from 'BB';
  -- Senior subordinated notes to 'B' from 'B+'.

The Rating Outlook remains Negative.  The downgrade affects MGM's
$7 billion credit facility, $6.9 billion of outstanding senior
unsecured debt, and $864 million of outstanding senior
subordinated debt as of June 30, 2008.

The downgrade reflects the fact that broad economic trends have
continued to weaken, along with Las Vegas operating trends.  In
addition, credit market turbulence has increased since Fitch
revised MGM's Rating Outlook to Negative from Stable on Aug. 8.  
MGM's refinancing risk is substantial, as it is still trying to
secure additional CityCenter funding, while also needing to
refinance $1.28 billion of debt in the next 12 months.

The deteriorating economy continues to affect gaming consumers'
visitation levels and spending patterns, particularly in Las
Vegas.  Las Vegas visitor volume has declined 1.5% YTD through
August, while year-to-date Strip revenues have declined 6.7%, and
average daily room rates have declined 7.7%.  The third quarter
trends are notably worse than YTD figures and Fitch believes that
Las Vegas operating trends are likely to remain weak in upcoming
quarters.  MGM reported a 12% comparable property EBITDA decline
in second quarter-2008.  

If comparable property EBITDA continues to decline in the double-
digit range in upcoming quarters, Fitch may downgrade MGM further,
in the absence of any credit-positive events.

On Oct. 6, MGM completed $1.8 billion of its anticipated $3
billion CityCenter financing package.  It also received an
additional $500 million of commitments that are expected to be
added to the facility when it is completed.  That leaves a funding
shortfall of $700 million, which may need to be covered by the
joint venture partners, as securing additional commitments is
likely to be extremely challenging in the current credit
environment.

CityCenter's JV partners, MGM and Dubai World, have already
committed to fund an additional $2 billion of costs to complete
the project, which is expected to open in December 2009.  The JV
partners are currently each contributing $100 million per month to
the project, but some of the JV partners' contribution may
eventually be funded through an expected $2.7 billion of
residential sales proceeds.  However, the weak housing market,
economic uncertainty, and financial market turmoil have impacted
CityCenter's residential sales trends substantially.  

After residential units became available for sale in January 2007,
roughly 50% of units were sold as of 3Q'07, representing
$1.5 billion of expected sales proceeds. By the end of 2Q'08, the
number of units sold increased to only 54% of units, representing
about $1.75 billion.  Fitch's downgrade and Negative Outlook also
incorporates some concern regarding a potential impact from the
weak economy and credit environment on MGM's ability to complete
signed sale agreements and solicit new buyers, which could result
in a meaningful amount of unsold units upon opening.

On Oct. 21, Kirk Kerkorian, MGM's 54% majority owner through his
Tracinda Corp. investment vehicle, noted that he intends to reduce
or sell his stake in Ford Motor Co. and reallocate resources to
other industries, including gaming and hospitality.  In 2007,
prior to MGM's transaction with Dubai World, Kerkorian announced
that he intended to explore purchasing certain MGM assets,
including the Bellagio and CityCenter properties.  Given the
CityCenter funding needs and upcoming debt maturities, and if the
credit market environment remains weak, Fitch notes that there is
potential for credit support from Kerkorian and Dubai World, which
owns 9.4% of MGM stock as of August 2008, in addition to 50% of
the CityCenter JV.

MGM's refinancing risk remains high even following the recent
amendment to its credit facility that loosened covenants, which
was effective Sept. 30, 2008.  Revisions included an increased
leverage test to 7.5 times through Dec. 31, 2009 from 6.5x; a
tightening of the lien test to 5% of consolidated net tangible
assets from 10%; and a more unfavorable interest pricing grid at
certain leverage levels.

While these revisions give MGM some covenant relief in 2009, the
company's interest costs are likely to increase substantially over
the next few years as a significant amount of its debt is
repriced.  MGM has $226 million of 6.5% senior notes due July 31,
2009 and $1.05 billion of 6% senior notes due Oct. 1, 2009.  If
the 2009 notes were refinanced in the high yield bond market,
assuming a range of 14-18%, Fitch estimates MGM's interest costs
could increase roughly $100-$150 million.  MGM's longer-dated
paper currently reflects yields in the 15%-range.

In 2010, MGM has $1.1 billion of bond debt maturities (coupons of
8.5% and 9.375%).  In 2011, MGM has $532 million of bond
maturities (coupons of 8.375% and 6.375%) in addition to the
expiration of its $7 billion credit facility, which had
$5.25 billion outstanding as of June 30, 2008.

How various credit events unfold over the coming months will
determine whether MGM is downgraded further or returns to a Stable
Rating Outlook, including:

  -- The resolution of the CityCenter financing shortfall and its
     impact on MGM's balance sheet;

  -- The gaming operating environment and trends, particularly in
     Las Vegas; an additional downgrade could be considered if MGM
     continues to experience double-digit comparable EBITDA
     declines in upcoming quarters, in the absence of credit-
     positive events;

  -- Capital allocation decisions given free cash flow generation
     potential, asset sale potential, and debt maturities;

  -- The credit environment and the associated potential impact on
     the refinancing of upcoming debt maturities;

  -- Trends regarding CityCenter's residential sales proceeds
     including potential cancellations or increases in demand.


MICHAEL VICK: Will Plead Guilty, Anticipates Early Prison Release
-----------------------------------------------------------------
Michael Vick, who filed for Chapter 11 bankruptcy protection last
July with debts of between $10 million and $50 million, will plead
guilty to state dogfighting charges in hopes that it will help him
secure an early release from federal prison, the Agence France-
Presse reports.

According to the AFP, attorneys have asked Virginia's Surry
Circuit Court for permission for Mr. Vick to plead guilty in a
video-teleconference from Leavenworth, Kansas, where he is serving
a two-year prison sentence on federal dogfighting charges.

The Surry Circuit Court next convenes on November 5.

Mr. Vick, a former National Football League star quarterback for
the Atlanta Falcons, is scheduled to be released July 20.  He
could enter a halfway house program in January to prepare his way
for a return to society.

Michael Vick filed for Chapter 11 protection on July 7, 2008
(Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq.,
and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent
Mr. Vick in his bankruptcy case.  Mr. Vick listed assets of $16.1
million and debts of $20.4 million in his bankruptcy filing.


MIDNIGHT PROPERTIES: To Auction 880-Acre Bon Secour Lot Nov. 19.
----------------------------------------------------------------
Amy Wolff Sorter at Globest.com reports that Midnight Properties
LLC and its affiliates will auction on Nov. 19 an 880-acre site
where $500 million Bon Secour Village would have been built.

According to Globest, the auction will be held at 10 a.m. central
time at Bon Secour Village's welcome center at 300 Waterway West
Boulevard.  Globest.com quoted Walter Driggers at Tranzon
Driggers, who is marketing the property and who will oversee the
auction, as saying, "A welcome center has been built and the
marina has vertical pilings -- just no walks on it."

Citing Mr. Driggers, Globest.com states that 5% of the bid is
required to participate and "if there are competing bids, we'll
have a best-and-final auction at 11 a.m."  The report did not
divulge the amount of the minimum bid, if there was any.

An article in the Mobile Press-Register relates that the Hon.
Kristi K. DuBose of the U.S. Bankruptcy Court for the Northern
District of Alabama ruled that the land must be sold so that
developer Bon Secour Village LLC could pay $20 million that it
owes to Wachovia Bank, one of the banks that financed the project.

The land has been divided into five parcels, the smallest
measuring fives acres and the largest taking up more than 500
acres, Globest.com says, citing Mr. Driggers.  According to the
report, Mr. Driggers said that the land is being marketed this way
to offer a variety of options to buyers.  The report quoted
Mr. Driggers as saying, "If someone has an original development
plan for the entire parcel, he can buy it all.  If someone just
wants to develop the marina or high-density residential around the
golf course near CR-4, they can do that.  We're dividing it if
different buyers have different concepts."

Cullman, Alabama-based Midnight Properties LLC and its affiliates
-- http://www.midnightproperties.com/-- are property investment  
companies that specialize in beach front condominiums and homes
located throughout the Alabama Gulf Coast and Florida panhandle.

The company and three affiliates, Joseph H. Canaday, Jr. aka Josh
Canaday, Edward A. Canaday, and Michael M. Knight, filed for
Chapter 11 protection on April 15, 2008 (Bankr. N.D. Ala. Case
Nos. 08-81143 through 08-81146).  Judge Jack Caddell presides in
the case.  Garland C. Hall, III, Esq., at Chenault, Hammond & Hall
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed assets and debts of
between $10 million and $50 million.


MRS FIELDS: Emerges from Chapter 11 with New Owners
---------------------------------------------------
Mrs. Fields' Original Cookies, Inc., said Oct. 24 that it has
emerged from Chapter 11 bankruptcy with an improved balance sheet,
a good working capital position, and new ownership.   

"The prepackaged bankruptcy filing was the perfect means to
complete the Company’s reorganization," commented Michael Ward,
Interim Co-Chief Executive Officer. "Within 60 days of filing the
Chapter 11 petition, we were able to significantly de-lever the
Company's balance sheet, establish a credit facility to support
our working capital needs, and emerge from bankruptcy fully
capable of meeting and exceeding customer expectations."

Through the bankruptcy process, Mrs. Fields was effectively able
to address both long and short-term financial challenges and
create a solid foundation for the future success of its brands.  
The Company is now poised to generate profitable growth for its
franchising, gifting, branded retail, and licensing businesses.  
In 2009, the Company expects to open more than 40 new franchised
stores, grow its gifting and branded retail businesses by more
than 15%, and grow its licensing business by approximately 30%.

                        About Mrs. Fields'

Mrs. Fields' Original Cookies, Inc., is a well established
franchisor in the premium snack food industry, featuring Mrs.
Fields(R) and TCBY(R) as its core brands. Through its franchisees'
retail stores, it is one of the largest retailers of freshly
baked, on-premises specialty cookies and brownies in the United
States of America and the largest retailer of soft-serve frozen
yogurt with live active cultures in the United States. In
addition, it operates a gifts and a branded retail business and
has entered into licensing arrangements that attempt to leverage
awareness of its core brands among its retail customer base. Its
franchise systems operate through a network of more than 1,200
franchised and licensed locations throughout the United States and
in 22 foreign countries.


NATIONAL CITY: To be Acquired by PNC for $5.2 Billion
-----------------------------------------------------
The PNC Financial Services Group, Inc., and National City
Corporation on Friday signed a definitive agreement for PNC to
acquire National City for $2.23 per share, or an aggregate fixed
amount of approximately $5.2 billion in PNC stock. Additionally
$384 million of cash is payable to certain warrant holders. Total
consideration approximates National City's market capitalization
as of the close of business on October 23, 2008. National City
shareholders will be entitled to 0.0392 share of PNC common stock
for each share of National City. PNC plans to issue to the U.S.
Treasury $7.7 billion of preferred stock and related warrants
under the TARP Capital Purchase Program subject to standard
closing requirements.

The U.S. Treasury Department approval of PNC's participation
enables PNC to further strengthen its capital position, resulting
in an estimated pro forma Tier 1 capital ratio for the combined
company of approximately 10 percent.

Bankruptcy Law360 says PNC became the first bank to use a capital
injection from the U.S. Treasury Department to bolster an
acquisition.

"The acquisition of National City will increase our core deposit
base to $180 billion, making PNC the fifth largest U.S. bank by
deposits. At a time when core funding is key, we see our deposit
strength as an important success factor. Upon closing the
transaction, we will implement our successful business model and
execute our strategies for managing risk, achieving cost
efficiencies and growing high-quality revenue streams," said James
E. Rohr, chairman and chief executive officer of PNC. "We believe
this strategic combination will continue PNC's efforts to build
capital strength and shareholder value. We are also gratified that
we have been selected to participate in Treasury's Capital
Purchase Program, which has helped to put this transaction on a
very solid footing."

The transaction has an estimated internal rate of return to PNC of
more than 15 percent and is expected to be accretive to PNC's
earnings in the second year. PNC's fair value adjustments and
provisions for future losses of National City's current loan
portfolio will bring the cumulative impairment of these loans to
approximately 17.5 percent. PNC will continue to liquidate non-
core and impaired loans.

"The combined company will have greater scale and scope, enhancing
service to our customers and communities and providing greater
opportunities for our employees. This transaction is about two
companies that fit well together in terms of geography, products
and services," said Peter E. Raskind, chairman, president and
chief executive officer of National City.

Upon closing the transaction, Raskind will be appointed a PNC vice
chairman, and one National City director will join the board of
the combined company.

In addition to ranking fifth nationally in deposits, the
combination with National City is expected to place PNC fourth
among U.S. banks in number of branches. It will give PNC the No. 1
deposit share position in Pennsylvania, Ohio and Kentucky and will
rank the company No. 2 in Indiana and Maryland.

PNC expects to incur merger and integration costs of approximately
$2.3 billion. The transaction is expected to result in the
reduction of approximately $1.2 billion of noninterest expense
through the elimination of operational and administrative
redundancies. Under terms of the agreement, PNC will acquire all
outstanding shares of common stock of National City in a stock-
for-stock transaction, which has been approved by the Boards of
Directors of both companies. In connection with the transaction,
National City has issued to PNC an option to acquire 19.9 percent
of National City's common stock that becomes exercisable under
certain specified circumstances. Corsair Capital LLC, which owns
approximately 7.8 percent of outstanding National City common
shares, has agreed to vote all National City common shares it owns
in favor of the deal and otherwise support the transaction. After
closing, PNC intends to merge National City's banking affiliates
into PNC Bank and they will assume the PNC Bank name. The merged
entity will have its headquarters in Pittsburgh.

Based on PNC's closing NYSE stock price of $56.88 on October 23,
2008, the transaction values each share of National City's common
stock at $2.23. The aggregate consideration is composed of a fixed
number of approximately 92 million shares of PNC common stock.
Additionally $384 million of cash is payable to certain warrant
holders.

The transaction is currently anticipated to close by Dec. 31,
2008. The merger is subject to customary closing conditions,
including both PNC and National City shareholders and
regulatory approvals. Citigroup Global Markets Inc., JPMorgan
Securities, Inc. and Sandler O'Neill + Partners, L.P. acted as
financial advisers to PNC, and Wachtell, Lipton, Rosen & Katz
acted as its legal adviser. Goldman Sachs acted as financial
adviser to National City and Sullivan & Cromwell LLP acted as its
legal adviser, and Cravath, Swaine & Moore LLP acted as legal
adviser to the Board of Directors of National City.

                          2-Year Slide

BusinessWeek's M.R. Kropko says National City was on a two-year
slide prior to the deal.  Mr. Kropko notes that on Oct. 17, 2006,
National City reported net income of $551 million for the 2006
third quarter.  David A. Daberko, National City's then chairman
and CEO, according to Mr. Kropko, said corporate and retail
banking businesses were strong, while the mortgage-related
business was "performing well in a cyclically tough mortgage
environment."  But early signs of trouble were indicted in its
provision for credit losses, posted at $73 million, up from $60
million in the preceding quarter, according to Mr. Kropko.  The
report says National City had tied its future largely to
mortgages.

On Nov. 9, 2006, National City revised its third-quarter 2006
earnings from 90 cents per share to 86 cents per share, in part to
reflect a higher estimate of reserves for repurchased mortgage
loans and a lower value of mortgage servicing rights, Mr. Kropko
says.  According to Mr. Kropko, in April National City secured a
$7 billion capital infusion from equity investors.  National City
as recently as this week said its capital base was strong enough
to allow it to function normally, Mr. Kropko adds.

Last week, Mr. Kropko says, National City posted a loss of $729
million, or 85 cents per share, and unveiled plans to cut 4,000
jobs, or about 14% of its total work force, to reduce costs.

Mr. Rohr and Chief Financial Officer Richard J. Johnson held a
conference call for investors at 10:00 a.m. Eastern Time Friday
regarding the announcement of the acquisition.  A taped replay of
the call will be available for one week at 800-642-1687 and 706-
645-9291 (international), conference ID 70844287.

                            About PNC

The PNC Financial Services Group, Inc. (NYSE: PNC) --
http://www.pnc.com/-- is one of the nation's largest diversified  
financial services organizations providing retail and business
banking; specialized services for corporations and government,
including corporate banking, real estate finance and asset-based
lending; wealth management; asset management and global fund
services.

                        About National City

National City Corporation (NYSE: NCC) --
http://www.nationalcity.com/-- headquartered in Cleveland, Ohio,  
is one of the nation's largest financial holding companies. The
company operates through an extensive banking network primarily in
Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin and also serves customers in selected
markets nationally. Its core businesses include commercial and
retail banking, mortgage financing and servicing, consumer finance
and asset management.


NORTHLAKE FOODS: Closes 2 Waffle House Restaurants
--------------------------------------------------
Northlake Foods Inc., the largest national franchisee of the
Waffle House restaurant chain, has closed two of its 10 Waffle
House restaurants in the Jacksonville area due to Chapter 11
bankruptcy, Kevin Turner of The Florida Times-Union reported
Wednesday.

An administrative assistant for Tampa-based Northlake said its
president, Daryl Saylor, refused Tuesday to comment about the
closing of the restaurants, at 2395 Mayport Road and 8243 Western
Way near Baymeadows Road.

Northlake, which has about 145 Waffle House restaurants in
Georgia, Florida and Virginia, filed for Chapter 11 bankruptcy
protection Sept. 15, a month after fellow Waffle House franchiser
Nashville, Tenn.-based SouthEast Waffles LLC, which has 113, did
the same, according to the Nation's Restaurant News Web site.

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  It filed for Chapter 11 protection on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Roberta A. Colton, Esq.,
at Trenam Kemker assists the Debtor in its restructuring efforts.  
The Debtor listed assets of $10 million to $50 million and debts
of $10 million to $50 million when it filed for bankruptcy.


NORTHLAKE FOODS: Wants to Employ Ford Harrison as Special Counsel
-----------------------------------------------------------------
Northlake Foods Inc. asks the U.S. Bankruptcy Court for the Middle
District of Florida for authority to employ Ford & Harrison, LLP
as special counsel, nunc pro tune to Sept. 15, 2008.

The Debtor selected Ford & Harrison due to its familiarity with
the Debtor's business and its knowledge and experience in areas of
labor and employment, and corporate law.  The employment motion
did provide details as to the specific scope of Ford & Harrison's
engagement.

As compensation for their services, the firm's professionals will
bill the Debtor at these rates:

     Professional                   Title      Hourly Rate
     ------------                   -----      -----------
     Thomas C. Garwood, Jr., Esq.   Partner       $405
     John L. Monroe, Esq.           Partner       $375
     Lori R. Benton, Esq.           Partner       $335
     Travis Foust, Esq.             Associate     $260
     Chelsie J. Roberts, Esq.       Associate     $255
     Kathryn A. Terry, Esq.         Associate     $235
     Sandra A. Ward                 Paralegal     $175

Subject to approval of the Court, the Debtor will continue to
employ Ford & Harrison and Thomas C. Garwood, Jr., Esq. as outside
general counsel and as partner-in-charge for the continued defense
of the Debtor in pending litigation as necessary as well as active
labor and employment matters.  

Thomas C. Garwood, Jr., Esq., a partner at Ford & Harrison LLP,
assures the Court that the firm does not represent or hold any
interest adverse to the Debtor or its estate.  Mr. Garwood also
told the Court that as of the petition date, the firm was owed
$12,2715 by the Debtor for legal services provided prior to the
bankruptcy filing.

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  The company filed for Chapter 11 relief on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Roberta A. Colton, Esq.,
at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Millis, P.A.,
represents the Debtor as counsel.  When the company filed for
protection from its creditors, it listed assets of $10 million to
$50 million, and debts of $10 million to $50 million.


NORTHWEST AIRLINES: Posts $317MM Net Loss 3Q ended September 30
---------------------------------------------------------------
Northwest Airlines Corporation reported a net loss of $317 million
for third quarter ended Sept. 30, 2008.  The reported results
include a $410 million non-cash charge associated with marking-to-
market out-of-period fuel hedges as required by Statement of
Financial Accounting Standard 133, Accounting for Derivative
Instruments and Hedging Activities.  Excluding this charge,
Northwest reported an adjusted net income of $93 million for the
quarter.  These results compare to the third quarter of 2007 when
Northwest reported an adjusted net income of $232 million,
excluding charges related to SFAS 133.

Northwest's operating revenues for the third quarter rose to
$3.8 billion, up 12.4% from last year.  Consolidated passenger
revenue increased by 11.3% versus the third quarter of 2007 to
$3.3 billion on 2.9% more available seat miles.  Consolidated
passenger revenue per available seat mile increased by 8.1%.
Mainline passenger revenue increased by 6.0% versus the third
quarter 2007 to $2.7 billion on 1.3% fewer mainline ASMs,
resulting in a 7.4% improvement in PRASM and a 0.4%age point
decrease in load factor. Domestic mainline PRASM was particularly
strong during the quarter increasing by 10.7% versus 2007. The
strong growth is the result of recent capacity reductions and fare
actions in the industry.

Northwest ended the quarter with $3.4 billion in unrestricted
liquidity, including $261 million in a funded tax trust that was
established in 2002.  In addition, Northwest ended the quarter
with $185 million in restricted cash.  During the quarter,
Northwest enhanced its liquidity position by completing a
$183 million financing of unencumbered aircraft and engines and
successfully amended its existing bank credit facility by making
various changes to the agreement that will allow it to remain in
place after the merger with Delta is closed.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--           
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

On April 14, 2008, Northwest reached a deal with Delta Air Lines
Inc., in which the two carriers will combine in an all-stock
transaction with a combined enterprise value of US$17,700,000,000.
Delta agreed to buy Northwest in a US$3.63 billion stock deal
that would create the world's largest carrier.  The companies
expect to incur integration charges of $1 billion.

(Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


OSWALD RANCHES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oswald Ranches, LLC
        1600 Mosier Creek Road
        P.O. B 185
        Mosier, OR 97040

Bankruptcy Case No.: 08-35722

Type of Business: The Debtor operates six cherry orchards in
                  Oregon.
                  See: http://www.oswaldranches.com

Chapter 11 Petition Date: October 23, 2008

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  al.kennedy@tonkon.com
                  Tonkon Torp LLP
                  888 SW 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/orb08-35722.pdf


PAPER INT'L: Seeks 30-Day Extension for Filing of Schedules
-----------------------------------------------------------
Paper International, Inc., and its affiliate, Fiber Management of
Texas, Inc., ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the deadline to file their
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs by 30 days, to November 20.

Under Rule 1007(c) of the Federal Rules of Bankruptcy Procedure,
the Debtors have 15 days from the filing for the bankruptcy
petition to file their schedules and statements.  On Oct. 6, 2008,
the Debtors filed with the Court a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code.  

The Debtors anticipate that they will be unable to complete their
schedules and statements within the current deadline due to the
volume of material that must be compiled and reviewed in order to
complete the documents during the early days of the Chapter 11
cases.  The Debtors are holding companies and do not have any
employees.  AP Services, LLC is assisting the Debtors, and will
need to work with and rely on non-debtor employees to obtain
historical information.  Significant burdens have been imposed on
the Debtors' limited management by the commencement of these
Chapter 11 cases, and their parent corporation's Chapter 15 case
and insolvency proceedings in Mexico, making completion of the
schedules and statements difficult.  

Paper International, a corporation organized under the laws of the
State of New Mexico, is a wholly owned direct subsidiary of
Durango, Mexico-based Corporacion Durango, S.A.B. de C.V.  
On Oct. 6, 2008, Corporacion Durango sought protection from the
U.S. Court, pursuant to Chapter 15 of the Bankruptcy Code, in
connection with its reorganization case in Mexico, which it also
filed on the same date, under Mexico's Ley de Concursos
Mercantiles, the Mexican Business Reorganization Act, in the
District Court for Civil Matters for the District of Durango.

Paper International is a holding company that owns 100% of the
equity shares in Debtor FMT -- a corporation organized under the
laws of Texas -- and 100% of the equity shares in non-debtor
Durango McKinley Paper Company, a New Mexico corporation.  Paper
International has no employees and no operations, and its primary
assets are its ownership interests in McKinley and FMT.

Before August 2008, FMT's primary business was the procurement of
fiber for use by McKinley and other paper manufacturing affiliates
of Corporacion Durango located in Mexico.  When either McKinley or
one of the Mexican affiliates required fiber for their
manufacturing facilities, FMT purchased fiber from third parties
and then sorted and stored these materials at several depots in
New Mexico, Texas, and Arizona, each of which were either owned or
leased by McKinley or FMT.  FMT then shipped the materials to
McKinley's Prewitt, New Mexico facility or to the U.S.-Mexican
border where the Mexican Affiliates accepted the fiber.  In
exchange for the procurement of these materials, McKinley and the
Mexican affiliates paid FMT for the cost of purchasing and
shipping the fiber, plus $3.00 per ton of materials delivered.

To operate its fiber procurement operations, FMT did not engage or
employ any of its own employees.  Instead, McKinley designated
employees to run FMT's operations at the Depots and coordinate and
administer its fiber procurement business out of FMT's Arlington,
Texas headquarters.  FMT would then pay McKinley for the use of
McKinley's employees via an intercompany allocation of those
costs.  In August 2008, FMT ceased procuring fiber and began
winding up all of its business operations.

In 2004, Corporacion Durango initiated reorganization proceedings
under the Mexican Business Reorganization Act and a corresponding
proceeding in the U.S. under section 304 of the Bankruptcy Code.  
As a result of transactions related to the 2004 Proceedings, each
of the Debtors became guarantors of senior notes issued by
Corporacion Durango pursuant to an indenture dated as of Oct. 5,
2007.  The Law Debentures Trust Company of New York is the trustee
under the Indenture.

The rising cost of energy, the downturn in the U.S. economy,
increased foreign competition in the paper industry, and the
devaluation of the Mexican Peso, made it difficult for Corporacion
Durango to transfer its rising costs to its customers.  As a
result, Corporacion Durango is facing a liquidity crisis that has
led to its failure to make its scheduled interest payment of
$26.5 million on the senior notes, which was due on Oct. 6, 2008.  
Corporacion Durango believed it was in the best interests of the
company and its creditors to seek relief under the Mexican
Business Reorganization Act in order to preserve its value as a
going concern and maximize the value of its assets for the benefit
of all creditors.  Due to the obligations arising out of the
Senior Notes Guarantees, it was similarly in the best interests of
the Debtors, their creditors and equity holders to file the
Chapter 11 cases.

                  About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com-- manufactures paper and
packaging products with operations in North America, Europe, Latin
America, Russia and North Africa.  The Debtors have more than
50,000 employees in in 20 countries.  The company and Fiber
Management of Texas, Inc. filed for Chapter 11 protection on Oct.
6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren M.
Nashelsky, Esq., at Morrison & Foerster LLP, represents the
Debtors.  The Debtor selected Meade Monger as their chief
restructuring officer.  The Debtors also selected AP Services, LLC
as their restructuring advisor.

Corporacion Durango, S.A.B. de C.V. of Durango, Mexico, owns
100% of the Debtors' interests as of October 6, 2008.  Corporacion
Durango filed a voluntary Chapter 15 petition in the United States
Bankruptcy Court for the District of New York, Case No. 08-13911.

Paper International listed assets between US$100 million and
US$500 million, and debts between US$500 million to US$1 billion,
while Fiber Management listed assets between US$1 million to US$10
million and debts between US$500 million and US$1 billion.


PAUL SCHAEFER: Case Summary & List of Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Paul Schaefer, Jr.
        P.O. Box 559
        Brookline, NH 03033

Bankruptcy Case No.: 08-13065

Chapter 11 Petition Date: October 23, 2008

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: William S. Gannon, Esq.
                  bgannon@gannonlawfirm.com
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/nhb08-13065.pdf


PETTERS CO: Court to Consolidate 10 Bankruptcy Petitions
--------------------------------------------------------
Jennifer Bjorhus and David Phelps at StarTribune.com report that
the Hon. Gregory Kishel of the U.S. Bankruptcy Court for the
District of Minnesota decided to consolidate 10 bankruptcy
petitions from Petters Company, Inc. and its affiliated companies
under a single case number.

StarTribune.com relates that financing entity Petters Company
Inc., and holding company Petters Group Worldwide were the first
to file for Chapter 11 protection.  According to the report, the
latest to file is Palm Beach Finance Holdings Inc., which didn't
list any assets but listed liabilities of $1.1 billion to Florida
hedge fund Palm Beach Finance Partners LP.

Petters' Sun Country Airlines, says StarTribune.com, filed for
bankruptcy, along with several related entities this month.  The
report states that Sun Country isn't in receivership and airline
bankruptcies will proceed separately from the others.

StarTribune.com reports that James Lodoen, Esq., at Lindquist &
Vennum, who represents Petters, presented before the Court an
organization chart, attempting to clarify Petters Company's
portfolio of 150 entities from Minnetonka to Malaysia.  
StarTribune relates that Mr. Lodoen said he expects more
bankruptcy filings as attorneys sort through the collection.

According to StarTribune.com, Judge Kishel granted Petters
Company's legal team an extension of 60 days to file required
documents.  The companies could continue to pay current and
terminated workers the salaries and benefits they were owed before
the Chapter filings, the report says, citing Judge Kishel, who
added that Petters Group's bank account of slightly more than
$100,000 isn't quite enough to make payroll on Friday.

Court-appointed receiver Doug Kelley has been shutting down
offices, liquidating assets, trying to collect on the various
receivables, interviewing forensic accounting law firms, and
trying to unfreeze company bank accounts so that he can access the
money as necessary, StarTribune.com relates, citing Mr. Lodoen.  

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).  
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PHYSICIANS MEDICAL: Shinsegai Wants to Buy Alabama Hospital
-----------------------------------------------------------
Shinsegae USA Vice President Greg Paik says the company wants to
buy Physicians Medical Center along Carraway Blvd., Birmingham,
Alabama, ABC News 33/40 News said Wednesday.

Seoul, Korea-based Shinnsegae USA, part of the Shinsegae
Emigration Service of Seoul, is the same company that said it
would inject $15 million in equity this past summer, but later
backed out.

As reported in the Troubled Company Reporter on Oct. 21, 2008,
Physicians Medical Center, LLC, filed for bankruptcy due to
operating losses and inability to raise capital.  The company
plans to close its business.

Based in Birmingham, Alabama, Physicians Medical Center, LLC,
formerly Carraway Methodist Medical Center, owns and operates a
617-bed acute care hospital which also serves as a training site
for residents in the University of Alabama School of Medicine's
anesthesiology program.  The company filed for Chapter 11 relief
on Oct. 20, 2008 (Bankr. N.D. Ala. Case No. 08-0520).  Christopher
L. Hawkins, Esq., and M. Leesa Booth, Esq., at Bradley Arant Rose
& White represent the Debtor in its restructuring efforts.  The
Debtor listed assets of between $10 million and $50 million, and
debts of between $10 million and $50 million.

The Debtors' 20 largest unsecured creditors are owed a total of
$4.3 million.  The three biggest unsecured creditors are McKesson
Information Solutions, owed $649,397; Cardinal Health, owed
$536,609; and Balch & Bingham LLP, owed $426,384.  The Debtor has
about $8 million in secured debt.


RCS-CHANDLER: Court Orders Auction of Unfinished High-Rise Project
------------------------------------------------------------------
Elevation Chandler, RCS Chandler's unfinished high-rise
development near the convergence of the Loop 202 San Tan Freeway
and Loop 101, in Phoenix, will be auctioned off as part of a
bankruptcy proceeding, Jan Bucholz of the Phoenix Business Journal
reported Wednesday.   The date of the auction has not yet been
announced.

Elevation Chandler's owner, Jeff Cline, has sought permission from
the Court to tap Marcus & Millichap Real Estate Investment
Services to provide information on the property and coordinate
registration of prospective buyers.

The property was scheduled for auction earlier this year, but the
auction was postponed when the company filed for Chapter 11
bankruptcy in April.

David Woodfill of the East Valley Tribune (Phoenix) reported
Thursday that Marcus and Millichap's senior vice president,
Richard Holway, said he expects the winning bid to be
substantially less than the $66 million the developer owes to
borrowers.

"For me to put a price on it would be a guess," he said.  "Each
different buyer-developer that looks at the site is going to have
a different use for it, and they're going to assess it
differently, and they're going to put a different value on it."

Mr. Holway anticipates that the total construction cost to
complete the project would range between $250 million and
$350 million.

                       About RCS-Chandler

Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by Jeff
Cline, constructs and develops hotels.  The company filed for
Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case
No. 08-04021).  The Debtor filed for bankrutpcy one business day
before the property was to be sold at public auction.

Michael R. Walker, Esq., at Schian Walker P.L.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection against its creditors, it listed assets and debts
between $50 million and $100 million.  The Deal reported that the
Debtor had $40 million in assets and $61.6 million in debts.

Construction at Elevation Chandler stopped in April 2006, leaving
a partially built shell on prime real estate south of the mall at
the Santan Freeway and Loop 101, Arizona Republic says.

Prior to the bankruptcy filing, owner Jeffrey Cline had been
marketing RCS-Chandler, The Deal quotes McClatchy-Tribune Regional
News as reporting.

Efforts to sell the property in the past did not succeed, relates
Arizona Republic, citing Chandler officials, in part because
Mr. Cline still wanted to be involved with the property.


RICHARD JAMES: Blames Bankruptcy on Criminal Acts v. Restaurant
---------------------------------------------------------------
Geoff Johnson at Redbluffdailynews.com reports that Richard James
Lipari blamed his bankruptcy on a series of criminal activities
against his restaurant.

County and state documents indicate that Mr. Lipari sold his
restaurant in August 2008.  Redbluffdailynews.com states that as
of Oct. 7, 2008, Mr. Lipari was still operating the restaurant.

Redbluffdailynews.com relates that Mr. Lipari suggested that the
least of the challenges are illegally parked taco trucks.  Mr.
Lipari said that he also had 37 break-ins to his house and
business, Redbluffdailynews.com relates.  According to the report,
Mr. Lipari complained that the police still hasn't completed the
investigation.

Mr. Lipari, says Redbluffdailynews.com, claimed that he is the
victim of three identity thefts, three embezzlements, and has had
three ATM cards stolen.  He complained that a neighboring liquor
store tells customers that his business is closed, the report
states.

                  About Richard James Lipari

Richard James Lipari is a mayoral candidate for the city of
Corning, Tehama County California.  Mr. Lipari filed for Chapter
11 protecion on Aug. 20, 2008 (Bankr. E.D. Ca. Case No. 08-31637),
12 days after signing his Statement of Economic Interests for the
Fair Political Practices Commission.  

According to records from the Tehama County Clerk Recorder, Mr.
Lipari received a Notice of Default on his mortgage payments on
April 15, 2008.  He had $13,376 debts at that time.

Mr. Lipari sold his 3070 Highway 99W property, the location of his
Grandma Rose's restaurant, through The Foreclosure Company, on the
same day he filed for bankruptcy.


SALOMON BROTHERS: Fitch Cuts $7.3MM Class L Certs. to 'C/DR5'
-------------------------------------------------------------
Fitch Ratings downgraded and lowered the Distressed Recovery
rating in Salomon Brothers Mortgage Securities VII, Inc.'s
commercial mortgage pass-through certificates, series 1999-C1 as:

  -- $16.5 million class K to 'B-/DR1' from 'B';
  -- $7.3 million class L to 'C/DR5' from 'CCC/DR2'.

In addition, Fitch affirmed and assigns Rating Outlooks to these
classes:

  -- $10.2 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $38.6 million class B at 'AAA'; Outlook Stable;
  -- $38.6 million class C at 'AAA'; Outlook Stable;
  -- $11 million class D at 'AAA'; Outlook Stable;
  -- $27.6 million class E at 'AAA'; Outlook Stable;
  -- $11 million class F at 'AAA'; Outlook Stable;
  -- $14.7 million class G at 'AAA'; Outlook Stable;
  -- $20.2 million class H at 'A'; Outlook Stable;
  -- $9.2 million class J at 'BBB-'; Outlook Negative.

Fitch does not rate the $3.2 million class M certificates.  Class
A-1 has paid in full.

The downgrades to classes K and L are due to anticipated losses on
the four specially serviced assets (4.4%) which are expected to
deplete the non-rated class M, and impact class L.

Although the transaction has paid down 27.4% since the last rating
action, there is upcoming maturity risk with 42.4% of the pool,
29% non-defeased, maturing or having an anticipated repayment date
in 2008 or 2009.  As of the September 2008 distribution date, the
pool's collateral balance has been reduced 71.6% to $208.7 million
from $734.9 million at issuance.  In addition, 28 loans (15.8%)
have defeased, including two of the top ten loans (8.3%).  The
Rating Outlooks reflect the likely direction of any rating changes
over the next 12-24 months.

The largest specially serviced asset (2.0%) is secured by two
mobile home parks located in Wilkes Barre and Muncey, Pennsylvania
with a reported combined occupancy of 76%.  The assets became real
estate-owned in September 2008.  Recent values indicate losses
upon liquidation.

The second largest specially serviced loan (1.6%) is secured by a
retail property in Grenada, Mississippi.  The asset transferred to
the special servicer in September 2008 due to maturity default.   
The borrower is currently attempting to refinance the loan.

Twenty-one (20.3%) of the remaining 92 loans in the transaction
have a maturity date in either 2008 or 2009.  These include one
defeased loan (5.5%).  Additionally, 13 (22.1%) loans, 7 (14.4%)
non-defeased loans, have an anticipated repayment date in either
2008 or 2009.  The 27 non-defeased loans with an upcoming maturity
or ARD have a year-end 2007 weighted average debt service coverage
ratio of 1.90x and a weighted-average coupon of 7.33%.


SECURITY BENEFIT: Fitch Trims IFS Rating to 'BB' from 'BBB-'
------------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength
ratings of Security Benefit Life Insurance Company and its
affiliate, First Security Benefit Life Insurance and Annuity
Company of New York, collectively referred to as Security Benefit,
to 'BB' from 'BBB-'.  Fitch has also SBLIC's short-term IFS to 'B'
from 'F3'.  Additionally, Fitch has removed the ratings from
Rating Watch Negative.  The Rating Outlook is Negative.

The rating action reflects Fitch's heightened concerns regarding
deterioration in SBLIC's risk-adjusted capital and liquidity
position, which has been adversely affected by poor capital market
conditions.  Over the past year, SBLIC's risk-adjusted capital
position has been negatively impacted by funding associated with
the company's acquisition of an asset management company, Rydex
Investments, and investment losses, which Fitch expects to
continue into 2009.  Fitch considers SBLIC's risk-adjusted capital
position to be weak.

Fitch continues to be concerned about SBLIC's investment exposure
to asset-backed securities backed by subprime mortgages.  Fitch
expects SBLIC to report additional investment losses from these
securities, driven by poorly performing collateral.

Fitch originally downgraded SBLIC's IFS rating from 'A+' to 'A' in
January 2008, upon the close of its acquisition of Rydex
Investments.  While the combination of Security Benefit and Rydex
made sense from a strategic perspective, particularly in light of
Security Benefit's focus on the variable annuity and asset
management businesses, Fitch expressed concerns regarding
financing of the transaction and the related adverse effect on
Security Benefit's balance sheet fundamentals, the historical
strength of which had provided substantial support for the
company's ratings.

In June 2008, Fitch downgraded SBLIC's IFS rating from 'A' to
'BBB-', reflecting concerns around the adverse affect on risk-
adjusted capitalization caused by the company's method of funding
follow up payments related to its acquisition of Rydex, as well as
continued unrealized losses in the company's portfolio of
structured securities backed by subprime collateral.

Fitch's ratings on Security Benefit have historically been heavily
supported by its strong capital position, the foundation of which
was a diversified, highly liquid investment portfolio.  In funding
its acquisition of Rydex, Fitch believes that a large portion of
these liquid investments were replaced by a highly illiquid
investment in an asset management firm, with the company's
remaining investment portfolio heavily exposed to worsening
conditions in the market for structured securities backed by
subprime collateral.  Fitch believes that continued recent
deterioration in capital market conditions have further weakened
SBLIC's risk-adjusted capitalization and liquidity.  Positively,
SBLIC has no near-term refinance risk associated with its
outstanding debt, which consists of $150 million of surplus notes.

The Negative Outlook status of the ratings reflects Fitch's
concerns regarding near-term operating performance and business
persistency, as well as the potential for further deterioration in
the company's exposure to subprime mortgages through its
investments in securities backed by such assets.

Topeka, Kansas-based Security Benefit Corporation is a financial
services organization marketing fixed and variable annuities,
mutual funds, various retirement programs and administrative
services.  The primary operating company, SBLIC, reported
statutory admitted assets of $11.6 billion and capital and surplus
of $520.9 million at June 30, 2008.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative:

Security Benefit Life Insurance Company
  -- IFS to 'BB' from 'BBB-';
  -- Short-term IFS to 'B' from 'F3'.

First Security Benefit Life Insurance and Annuity Company of New
York
  -- IFS to 'BB' from 'BBB-'.

The Rating Outlook is Negative.


SEMGROUP LP: Hiland Partners' Exposure Down to $300,000
-------------------------------------------------------
Hiland Holdings GP, LP and Hiland Partners, LP updated the status
of the Partnership's credit exposure to certain affiliates of
SemGroup, L.P. that purchase natural gas liquids and condensate
from the Partnership, primarily at its Bakken and Badlands plants
and gathering systems.  On July 22, 2008, SemGroup, L.P. and
certain subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  

On Aug. 7, 2008, the Partnership disclosed the establishment of an
allowance for doubtful accounts and bad debt expense of $8.1
million related to product sales to SemGroup during June 2008.  
The Partnership also reported additional potential exposure
estimates of approximately $5.0 million with SemGroup for
uninvoiced product sales from July 1 through July 18, 2008.

On Oct. 20, 2008, the United States Bankruptcy Court for the
District of Delaware entered an order approving the assumption of
a Natural Gas Liquids Marketing Agreement  between the
Partnership and SemStream, L.P., an affiliate of SemGroup, L.P.,
relating to the sale of natural gas liquids and condensate at the
Partnership's Bakken and Badlands plants and gathering systems.
As a result of the assumption, and in accordance with the order,
on Oct. 21, 2008, SemStream paid $12.1 million to the Partnership,
representing amounts owed to the Partnership from SemStream for
June and July 2008 product sales under the Agreement.  The
assumption of the Agreement restores the Partnership and
SemStream, L.P. to their pre-bankruptcy contractual relationship.

The Partnership's third quarter results of operations will reflect
a reversal of $7.9 million of the $8.1 million allowance for
doubtful accounts and bad debt expense previously recorded on the
Partnership's income statement in the second quarter of 2008.  
After receipt of the October 21 payment, the Partnership's total
pre-petition credit exposure to SemGroup, related to condensate
sales to SemCrude, LLC, and outside of the Agreement, is
approximately $0.3 million.

                    About the Hiland Companies

Hiland Partners, LP is a publicly traded midstream energy
partnership engaged in purchasing, gathering, compressing,
dehydrating, treating, processing and marketing natural gas, and
fractionating, or separating, and marketing of natural gas
liquids, or NGLs.  The Partnership also provides air compression
and water injection services for use in oil and gas secondary
recovery operations.  The Partnership's operations are located
in the Mid-Continent and Rocky Mountain regions of the United
States. Hiland Partners, LP's midstream assets consist of
fourteen natural gas gathering systems with approximately 2,079
miles of gathering pipelines, five natural gas processing plants,
seven natural gas treating facilities and three NGL fractionation
facilities.  

                         About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream  
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq. at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SHOE PAVILION: To Close 64 Remaining Stores After Liquidation Sale
------------------------------------------------------------------
Shoe Pavilion Inc. said it will close its 64 remaining stores
after a liquidation sale, the Phoenix Business Journal reported
Tuesday.

The Sherman Oaks, Calif.-based discount shoe store is the third
major retailer after Mervyns LLC of Hayward, Calif., and Linens-N-
Things Inc. of Clifton, N.J., to close, according to the report.  
The three retailers have filed for Chapter 11 protection.
  
U.S. Bankruptcy Judge Maureen Tighe approved the liquidation sale
of Shoe Pavilon Friday.  The sale, which is expected to run over a
10 to 12 week period, will be conducted by a joint venture group
of Great American Group LLC of Los Angeles, SB Capital Group LLC
of Great Neck, N.Y., Tiger Capital Group LLC of Boston and Hudson
Capital Partners LLC of Fort Lauderdale, Fla.  The liquidation is
expected to bring in $36.3 million.

Shoe Pavilion was in business for 29 years and at one time had 117
stores.  The company has stores in California, Arizona, Nevada,
New Mexico, Oregon, Texas and Washington.

"It is always tough to close down stores, but consumers will
benefit from the extreme discounts on every item in the stores
until all the merchandise is sold," Danny Kane, managing member of
Tiger Capital Group, said in a news release Monday.

Based in Sherman Oaks, Calif., Shoe Pavilion Inc. and Shoe
Pavilion Corp. operate independent off-price footwear retail
stores that offer a broad selection of women's and men's designer
lablel and name brand merchandise.  The Debtors filed separate
petitions for Chapter 11 relief on July 15, 2008 (Bankr. C.D. Lead
Case No. 08-14939).  Ron Bender, Esq., at Levene, Neale, Bender,
Rankin & Brill, represents the Debtors as counsel.  When Shoe
Pavilion Inc. filed for protection from its creditors, it listed
total assets of $60,994,000 and total debts of $27,000,000.


SIMPLON BALLPARK: Loses Cosmopolitan Square Project to Foreclosure
------------------------------------------------------------------
Simplon Ballpark LLC lost Cosmopolitan Square, a proposed 39-story
hotel/condo tower in the East Village, to foreclosure, after it
failed to secure new financing for the project, Mike Freeman of
the Union-Tribune (San Diego, Calif.) reported.

Senior lender SDG-Left Field purchased the undeveloped downtown
block at J Street and Seventh, Eight and Island avenues, in
downtown San Diego, at a foreclosure auction on Oct. 16, to
satisfy $20.6 million in debt and penalties.

According to the report, Simplon Ballpark bought the Cosmopolitan
Square site for $25.5 million in 2005, incurring roughly
$40 million in debt and later defaulting on loan payments, forcing
it to file for Chapter 11 bankruptcy to avoid foreclosure.

As reported in the Troubled Company Reporter on Oct. 8, 2008, the
U.S. Bankruptcy Court for the Southern District of California
granted Simplon Ballpark permission to pursue a $33 million loan
for the project in Downtown San Diego, but did not postpone the
foreclosure auction.

Judge James W. Meyers had already delayed foreclosure several
times as Simplon Ballpark attempted to refinance the project.

When a deal for a bridge loan of $33 million with a lender fell
apart, a junior debtor on the project filed for bankruptcy in  
hopes that it would prevent SDG-Left Field from foreclosing.  The
junior debtor, which the report did not name, lent $13.5 million
to $13.5 million.  The Union-Tribune said the junior debtor is an
entity linked to Scripps Investment and Loan in La Jolla, San
Diego.

On Wednesday, the Court said SDG-Left Field could proceed with
foreclosure despite the Scripps entity bankruptcy.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC
is a real estate developer.  The company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No.
08-01803).  Hanno T. Powell, Esq. at Powell & Pool represents the
Debtor.  The U.S. Trustee for Region 16 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When it filed for protection from its creditors, the
company listed assets and debts of both between $100 million and
$500 million.


SONICBLUE INC: Liquidating Plan Confirmed; Distributions in Nov.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
confirmed Tuesday SonicBlue Inc.'s liquidating plan which was
submitted by the Reorganized Committee of General Unsecured
Creditors and the Chapter 11 trustee, Niraj Chokshi of The
Recorder (Calif.) reported Wednesday.

"The confirmation creates a post-confirmation committee, which
will direct how the rest of the case moves forward," said Ron
Oliner, a partner at Duane Morris partner, counsel to the  
Reorganized Committee of General Unsecured Creditors.

Mr. Oliner said that distributions -- aggregating $77 million --
to creditors will be made by mid-November, while the remaining
amount of nearly $10 million will be kept as a reserve to pay for
ongoing administrative and litigation costs.

"What's left to resolve are primarily the litigations among the
law firms," Mr. Oliner added.

In April, Dennis Connolly, a partner in Alston & Bird, in Atlanta,
Georgia, and the Chapter 11 trustee in the case brought lawsuits
against Pillsbury Winthrop Shaw Pittman and Levene, Neale, Bender,
Rankin & Brill, seeking $15 million total from the two laws firms
for alleged malpractice.  A Nov. 17 hearing has been set in the
suit against Pillsbury to decide on the firm's request for a jury
trial for the $11 million suit it is facing.

The trustee is also seeking disgorgement of fees from both firms
-- $4.2 million for Pillsbury and $1.2 million for Levene, Neale.

The Recorder said that the Court terminated Pillsbury from the
case in March 2007 for failure to disclose a pre-bankruptcy
promise to creditors, which Pillsbury attorneys later described as
a "scrivener's error".  That disclosure failure is also part of
the April complaint.

As reported by the Troubled Company Reporter on Sept. 9, 2008,
Mr. Connolly made revisions to his plan of liquidation for the
Debtor and accompanying disclosure statement.  The first revision
to the plan and disclosure statement was delivered to the Court on
Aug. 22, 2008.  The second revision to the plan documents was
filed September 4.

The Official Committee of Unsecured Creditors of SONICblue, as
reconstituted, is a co-proponent to the liquidation plan.

                         Plan Provisions

Substantially all of the Debtors' assets other than certain estate
litigation claims have already been reduced to cash.  If any
assets have not been liquidated by the effective date of the Plan,
a plan administrator, in consultation with a post-confirmation
committee, will liquidate those Assets in accordance with the
terms of the First Amended Plan.  The Plan Administrator will
distribute the Cash and the proceeds of the Assets (net of
expenses) to creditors in accordance with the Plan's terms.

The Chapter 11 Trustee will initially serve as Plan Administrator.

The Plan Proponents anticipate that roughly $77,000,000 will be
available for distribution to Holders of Allowed Claims as part of
an initial distribution.  Holders of Allowed Administrative
Claims, Priority Tax Claims, and Priority Claims, as well as
Holders of Allowed Secured Claims, will be paid in full.

Holders of 7-3/4% Secured Senior Subordinated Convertible
Debentures issued by SONICblue in 2002 and due in 2005, in an
aggregate principal amount not to exceed $75,000,000, will receive
roughly 56% of the Allowed Amount of their Claims.  Trade and
other general unsecured creditors are expected to receive cash
equal to roughly 38.0% of the Allowed Unsecured Claim.

General Unsecured Creditors may receive payments as additional
Assets become available for distribution.  The principal source of
those additional payments, if any, will be Estate Litigation
Claims, including claims against counsel who formerly represented
the Debtors and the initial creditors committee in the case.

Holders of SONICblue's 5-3/4% Convertible Subordinated Notes
issued in 1996 and due in 2003 are subordinated to the payment in
full of the 2002 Noteholders. Because there are insufficient
Assets in the Debtors' Estates to repay the 2002 Notes in full,
the Plan Proponents believe that no Assets are available to repay
the 1996 Notes.

However, as part of as part of a settlement among the Chapter 11
Trustee, the Reconstituted Creditors Committee and the 2002
Noteholder, Holders of 1996 Notes may receive under the First
Amended Plan roughly 0.9% of the Allowed Claim in the event:

   -- the Settlement is approved as part of the First Amended
      Plan, and the Plan is confirmed and becomes effective,

   -- Holders of 1996 Notes votes to accept the First Amended
      Plan, and

   -- no Holder of a 1996 Notes or the 1996 Notes Indenture
      Trustee objects to confirmation of the First Amended Plan.

Pursuant to the Settlement, the 2002 Noteholders will contribute
at least roughly $8.2 million in initial Cash distributions to
Unsecured Creditors under the First Amended Plan, and more if
additional distributions become available.

Shareholders get nothing under the Plan.

As of June 30, 2008, the Chapter 11 Trustee held approximately
$85.8 million in Cash.

                       About SONICblue Inc.

SONICblue Inc. was a consumer electronics company.  Prior to
January 2001, SONICblue's primary business was to supply graphics
and multimedia accelerator subsystems for personal computers.  
SONICblue completed the acquisition of ReplayTV, Inc., a developer
of personal television technology, on August 1, 2001.  SONICblue
completed the acquisition of Sensory Science, a developer of
consumer electronics products, including dual deck videocassette
player/recorders and DVD players, on June 27, 2001.  Debtor
Diamond Multimedia Systems Inc. was an established PC original
equipment manufacturer and retail provider of communications and
home networking solutions, PC graphics and audio add-in boards and
digital audio players.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel.  Houlihan
Lokey Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
creditors' committee in the case. On Oct. 4, 2007, the
Bankruptcy Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.

On April 17, 2007, the Court granted the U.S. Trustee's request to
appoint Dennis J. Connolly, Esq., as the Chapter 11 Trustee.

The U.S. Trustee filed a notice dissolving the Initial Creditors'
Committee on Oct. 10, 2007.  The U.S. Trustee appointed on
Oct. 23, 2007, the Reconstituted Creditors' Committee -- Korea
Export Insurance Corporation, Riverside Contracting LLC &
Riverside Claims LLC, Synnex K.K., TLI Holdings, Inc., Michelle
Miller, and York Capital Opportunity Fund. York Capital
Opportunity Fund was later appointed Chair of the Reconstituted
Creditors' Committee and Synnex K.K. subsequently resigned as a
member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.  
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.  
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco, represent the
Reconstituted Creditors' Committee.


STEVE & BARRY'S: Names Harold Kahn as Chief Executive Officer
-------------------------------------------------------------
Harold "Hal" Kahn has joined Steve & Barry's LLC as chief
executive officer, effective immediately.  Mr. Kahn has enjoyed a
career in the retail business for 35 years, including 10 years as
chairman and CEO of Macy's East, a division of Macy's, before
leaving in 2004 to launch a retail consulting business.  Prior to
that, he was CEO of Abraham and Straus, president of Montgomery
Ward, and CEO of Macy's South and Macy's West.  He began his
career in the training program at Macy's in 1970.

"I am thrilled about the opportunity to help lead Steve & Barry's,
a retailer I believe offers a value proposition that's second to
none in the marketplace," Mr. Kahn said.  "I've been watching the
company closely since it began launching amazing celebrity
collections with Sarah Jessica Parker, Venus Williams, Amanda
Bynes, Laird Hamilton and others. I'm looking forward to helping
guide the company to ensure it reaches its full potential."

Douglas Teitelbaum, managing principal of investment fund Bay
Harbour Management, which together with York Capital Management
purchased Steve & Barry's out of bankruptcy this summer, said:
"Hiring an extraordinary retail pro to lead Steve & Barry's was
our top priority in the strategic business plan we put together
for getting the company on track to meet our profitability goals
over the long term.  We're very fortunate that we were able to
persuade Hal Kahn, one of the genuine greats in the field, to join
the team.  I think that's testament to how big an impact Steve &
Barry's can make in retail over the next several years."  

                     About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at low
prices for men, women and children.  Founded in 1985, the company
operates 276 anchor and junior anchor shopping center and mall-
based locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve and Barry's Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TIAA SEASONED: Stable Pool Performance Cues Fitch to Hold Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to TIAA Seasoned
Commercial Mortgage Pass-Through Certificates, series 2007-C4, as:

  -- $459 million class A-1 at 'AAA'; Outlook Stable;
  -- $324.7 million class A-2 at 'AAA'; Outlook Stable;
  -- $686 million class A-3 at 'AAA'; Outlook Stable;
  -- $109.5 million class A-1A at 'AAA'; Outlook Stable;
  -- $227.5 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $10.5 million class B at 'AA+'; Outlook Stable;
  -- $28.8 million class C at 'AA'; Outlook Stable;
  -- $18.3 million class D at 'AA-'; Outlook Stable;
  -- $5.2 million class E at 'A+'; Outlook Stable;
  -- $15.7 million class F at 'A'; Outlook Stable;
  -- $20.9 million class G at 'A-'; Outlook Stable;
  -- $13.1 million class H at 'BBB+'; Outlook Stable;
  -- $23.5 million class J at 'BBB'; Outlook Stable;
  -- $7.8 million class K at 'BBB-'; Outlook Stable;
  -- $7.8 million class L at 'BB+'; Outlook Stable;
  -- $7.9 million class M at 'BB'; Outlook Stable;
  -- $2.6 million class N at 'BB-'; Outlook Stable;
  -- $7.9 million class P at 'B+'; Outlook Stable;
  -- $2.6 million class Q at 'B'; Outlook Stable;
  -- $2.6 million class S at 'B-'; Outlook Stable.

Fitch does not rate the $15.7 million class T.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  Rating Outlooks reflect the
likely direction of any rating changes over the next one to two
years.  As of the September 2008 distribution date, the pool's
aggregate principal balance has decreased 4.5% to $1.998 billion
from $2.09 billion at issuance.  There have been no specially
serviced or delinquent loans since issuance.

There are 34 shadow rated loans that remain in the transaction
(38.5%).  Fitch reviewed the latest available financials, and all
of the shadow rated loans are generally performing in line with
expectations.  Clayton Corporate Park (0.55%) has defeased.

The 1000 Broadway/Fox Tower portfolio represents the largest loan
in the transaction (5.1%) and is shadow rated as investment grade
by Fitch.  The loan is secured by two high-quality office towers
located in Portland, Oregon.  The properties have a diversified
tenant mix of office and retail, with over 80 tenants, and no
tenant represents more than 16% of the combined building's net
rentable area.  The properties have release provisions, which
require that for either property to be released they must both
have a minimum debt service coverage ratio of 1.50 times and a
maximum loan-to-value of 65%.  As of year-end 2007, occupancy
improved to 99% from 95% at issuance, and the DSCR was in line
with issuance at 1.58x.

The second largest loan in the transaction, Sammamish Parkplace
(4.26%), shadow rated, is secured by an office property in
Issaquah, Washington.  The collateral consists of three multilevel
buildings situated in a campus-like setting on 20 acres of land in
a picturesque landscaped setting.  Located in the Eastside office
market within the Seattle MSA, the current vacancy rate according
to Torto Wheaton Research is 5.3%.  The property is 100% occupied
by Microsoft Systems with staggered lease maturities ranging from
2008-2011.  As of YE2007, the DSCR was 1.94x, as compared to 2.11x
at issuance.

There is limited upcoming maturity risk: 3.5% of the pool matures
in 2009 and 2.6% in 2010.


TOMMY WHITE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tommy L. White, Jr.
        206 Stable Run
        Oxford, MS 38655

Bankruptcy Case No.: 08-14397

Chapter 11 Petition Date: October 23, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: October 23, 2008

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Tommy L. White, Jr.                              $1,133,500
206 Stable Run                 
Oxford, MS 38655               

DeSoto Bank                    House -           $544,408
Attn: William Renovick         Steeplechase
6040 Hwy 51 N              
Horn Lake, MS 38637        

Thrifty Building Supply        Liens             $70,837
PO Box 1883                    
Collierville, TN 38027         

Smith Pickering Engineering    Liens             $70,019

American Express               credit card       $68,808

Fossett Paving                                   $66,170

Consolidated Pipe & Supply                       $63,323

Hernando Redi Mix                                $57,000

Lafayette County Tax           Steeplechase      $53,900

Caterpillar Financial          Cat D5G           $52,750

Raymond W. Ferry                                 $42,000
Donna D. Ferry                 

MC Herrington Dist                               $37,832

General Shale Brick, Inc.      Liens             $37,040

B&B Electrical                                   $34,138

Bank of America                credit card       $28,977

Quality Concrete Products                        $25,790

County Line Insulation &                         $25,182
Garage Door                

Roebuck Auctions                                 $25,000

Tate County Tax Collector      White Oak         $25,000


TROPICANA ENT: Seeks to Resume Casino Operations w/o Ex-CEO
-----------------------------------------------------------
Tropicana Entertainment, LLC, petitioned the New Jersey Casino
Control Commission to regain operating authority over its casino
and resort in Atlantic City.  The action was aimed to make it
clear that William J. Yung, former owner and chief executive, does
not and will not have any influence or control over the company.

According to company CEO Scott C. Butera, Tropicana wants to run
the casino because it believes that there is a better chance of
reversing the property's 48% decline in gross operating profits if
it is integrated with a larger organization with the financial
assets and human resources to invest in its future.  The property
has been under the control of a CCC-appointed conservator since
last December.

"We have assembled a strong, highly competent new management team
that is experienced in the Atlantic City market," Mr. Butera said.  
"We want to immediately deploy our managerial and financial
resources to serve the gaming public and provide tax and
employment benefits to the community.

"The need for this action has been made more urgent by the
decision of the New Jersey Supreme Court to hear Tropicana's
appeal to regain its status," Mr. Butera said.  "The
conservator's sale process for the property, which we continue
to support as a way to determine the credibility of current
indications of interest, could be delayed for several months,
far too long for the casino to be without the benefit of well-
financed, professional casino management."

The petition asks the CCC to appoint a company co-conservator of
the property and give him the authority to bring the casino under
Tropicana Entertainment's corporate umbrella where it will have
protections afforded under Chapter 11 of the Bankruptcy Code.  
Tropicana said it will then install a new management group at the
property and make investments to improve the casino's business so
that it can be either sold at a fair price or realize its longer
term value as a going concern within Tropicana's corporate
structure.

If the CCC grants the petition, Tropicana will move to file the
appropriate applications for a gaming license and ask the
Commission to convene hearings -- "as soon as practicable" -- to
establish that the newly constituted Tropicana is qualified to
hold a casino license.

The petition asserts that Tropicana qualifies for a New Jersey
license by virtue of the fact that the company has been "utterly
and completely re-formed."  Mr. Yung is no longer involved and
neither he nor the senior corporate team he had in place have any
influence or control over the affairs of the company.  The company
anticipates that Mr. Yung's interests will be "cancelled and
extinguished" upon consummation of the Chapter 11 reorganization
plan.  A CCC-appointed co-conservator can provide oversight and
supervision to ensure that any CCC regulatory concerns with
respect to Mr. Yung's interests are addressed.

"Tropicana is a brand new company," Bradford Smith, independent
board member and former CCC chairman, said.  "We have a new,
independent board. We have a new team of experienced professional
gaming executives managing our operations.  Most important, we
live by a set of business and operating philosophies that are in
keeping with the best practices of a modern day gaming
enterprise."

As evidence of the company's transformation, the petition notes a
series of positive accomplishments on the part of the new
management team. Among them are the separation from Columbia-
Sussex Corporation, the establishment of headquarters in Las
Vegas, arranging debtor in possession financing, and obtaining the
approval of the Nevada Gaming Commission to operate the company's
five casinos in Nevada.  It also cites Butera's direct involvement
in achieving a long-delayed labor agreement with the culinary
union at the Tropicana Las Vegas.

"The issue here obviously involves maximizing value for our
constituents," Mr. Butera said.  "But New Jersey and Atlantic
City have a lot at stake, too. Selling the casino at the
depressed prices could have the unintended consequence of
lowering assessed values and drastically cutting city tax revenue.
Faced with such a shortfall, lawmakers may be forced to increase
individual property taxes to make ends meet.

"Likewise, assuming the sale is delayed until the Supreme Court
rules, the business cannot be allowed to falter," he said.  "That,
too, has consequences in terms of employment and overall returns
to the City.

"These are outcomes that we should all work to avert," Mr. Butera
concluded.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts.  The company is one of the
largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in the
case.  Capstone Advisory Group LLC is financial advisor to the
Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORP: CFO Jake Brace to Retire Oct. 31, Signs Separation Deal
-----------------------------------------------------------------
UAL Corporation, in a regulatory filing with the U.S Securities
and Exchange Commission dated Oct. 9, 2008, disclosed that in line
with Jake Brace's retirement as executive vice-president and chief
financial officer of UAL effective October 31, Mr. Brace and Human
Resources Subcommittee of the UAL board entered into a separation
agreement.

Paul R. Lovejoy, senior vice president, general counsel and
secretary of UAL, relates that Mr. Brace will receive the benefits
provided under the UAL Corporation Executive Severance Plan,
including severance pay equal to two times the sum of his base
salary of $653,125 plus his target annual incentive amount 85% of
base salary.  One twelfth of the amount will be paid on Nov. 8,
2008, with the remainder to be paid in a lump sum amount in
January 2009.  Mr. Brace will also receive a prorated payment for
2008 under UAL's Success Sharing and Profit Sharing Plans and will
be paid for his unused vacation for 2008 and his accrued vacation
for 2009.

Mr. Lovejoy adds that under the UAL Corporation 2006 Management
Equity Incentive Plan and Separation Agreement, all equity awards
previously granted to Mr. Brace will vest immediately and all
stock options will remain exercisable through the original award
term.  Moreover, Mr. Brace will also receive outplacement
consulting services and continuation of certain medical and travel
benefits through Sept. 30, 2012, after which he will receive
retiree medical coverage and retiree travel benefits.

In turn, Mr. Brace has to agree to certain covenants including
non-competition, non-solicitation, non-disparagement and
confidentiality covenants for the benefit of UAL as well as a
general release of claims.  Mr. Brace has agreed to:

   * cooperate with UAL with respect to any matter through
     October 31, 2010, relating to matters he was involved with
     while employed by UAL;

   * not take a competitive position with certain air carriers,
     through October 31, 2010 without prior written consent of
     UAL, including any position as a director or providing
     services similar to a management-level employee as a
     consultant, independent contractor or otherwise;

   * not to solicit or hire any employee of UAL, attempt to
     persuade any employee to leave UAL or hire or solicit
     certain persons employed by UAL during the six-month period
     preceding November 1, 2008.

                      About UAL Corporation

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

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors 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.

On Oct. 24, UAL Corp. reported a net loss of $779 million, on
$5.57 billion of revenues for three months ended Sept. 30, 2008,
compared with a net income of $334 million on $5.53 billion of
revenues during the same period last year.  The company has assets
of $20,731,000,000 and debts of $22,013,000,000 as of Sept. 30,
2008.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Reports $779MM Net Loss for Quarter Ended Sept. 30
------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported a third quarter net loss of
$779 million or $252 million, if non-cash, net mark-to-market
losses on fuel hedge contracts and certain accounting charges are
excluded, despite an increase of $946 million in consolidated
fuel expense.   For the third quarter ended Sept. 30, 2008, the
company:

   * Reported basic and diluted loss per share of $1.99
     excluding non-cash, net mark-to-market hedge losses and
     certain accounting charges outlined in note 5.  United's
     reported GAAP loss per share was $6.13.

   * Recorded $519 million in non-cash, net mark-to-market
     losses on its fuel hedge contracts, as a result of the
     drop in oil prices at the end of the quarter.  The company
     recorded a cash gain of $17 million on contracts that
     settled during the quarter bringing its consolidated cash
     fuel expense to $2.5 billion, $946 million higher than the
     prior year.

   * Reported a 6.1% increase year-over-year in mainline
     passenger unit revenue, excluding special items and Mileage
     Plus accounting impacts.  Including these items, mainline
     PRASM increased 4.5% year-over-year.

   * Demonstrated good cost control while reducing capacity
     with mainline cost per available seat mile, excluding fuel
     and certain accounting charges, flat versus the same period
     in 2007, despite 4.0% lower capacity.  Mainline CASM
     including fuel and certain accounting charges for the quarter
     was up 30.8% versus the third quarter of 2007, reflecting a
     96.4% increase in mainline fuel price per gallon including
     non-cash, net mark-to-market hedge losses.

   * Raised $1.4 billion in cash through various activities
     including aircraft financings, asset sales and amending
     its credit card agreements.

"While today's weak economic environment challenges our industry
as demand softens, that same economic environment has caused oil
prices to significantly decline from the unprecedented highs
we witnessed earlier this year, suggesting significantly lower
industry costs and improving operating margin," said Glenn
Tilton, United chairman, president and CEO.  "We are taking the
action required to return to profitability and continue to
strengthen our liquidity while simultaneously improving the
operating fundamentals to deliver the results our shareholders
and customers expect."

        Quarterly Net Loss Driven By High Fuel Prices and
              Non-Cash, Net Mark-to-Market Losses

The company recorded a $519 million non-cash, net mark-to-
market losses on its fuel hedge contracts during the quarter as
a  result of the recent drop in the price of oil.  The non-cash
loss reflects the change in book value of the hedges during the
quarter.  Should fuel prices stay at lower levels, over time the
company will enjoy lower prices on its unhedged fuel purchases
offsetting cash losses that might be incurred at contract
settlement.  On a cash basis, the hedges that settled during the
quarter resulted in a gain of $17 million.  At the end of the
quarter, the fair value of the outstanding fuel hedge contracts
was negative $230 million.

Excluding the non-cash, net mark-to-market hedge loss and
certain accounting charges outlined in note 5, in the third
quarter of 2008 the company generated an operating loss of
$150 million, versus operating income of $592 million last year
as a result of the $946 million increase in consolidated cash
fuel expense.  The significant increase in average cash fuel
price caused the company to generate a net loss, excluding the
non-cash, net mark-to-market hedge losses and certain accounting
charges, of $252 million in the third quarter of 2008.  Including
the non-cash, net mark-to-market hedge losses and certain
accounting charges, the company reported an operating loss for the
quarter of $491 million and a net loss of $779 million.

Because of its net operating loss carry-forwards, the company
expects to pay minimal cash taxes for the foreseeable future and
is not recording incremental tax benefits at this time.

                   Strengthened Cash Position

The company received approximately $1.4 billion through various
transactions it closed during the quarter.  This includes
approximately $1 billion from revising the Chase Bank U.S.A., N.A.
and Paymentech L.L.C. contracts, $300 million in new aircraft
financings, $50 million from the release of restricted cash, and
$43 million in proceeds from asset sales.

The agreements with Chase and Paymentech will improve United's
liquidity by an additional $200 million over the next two years.

During the fourth quarter, based on closed transactions and
agreements in principle (subject to final documentation and other
conditions), the company received approximately $65 million from
aircraft financings and also expects to receive approximately
$120 million through the sale of various assets.  This includes
the sale of a number of B737s that are being retired as part of
our capacity reduction plan.  This week the company signed an
agreement in principle on an additional aircraft financing worth
approximately $150 million.

Higher fuel prices caused the company to have negative operating
and free cash flow during the quarter.  The company generated
negative $387 million of operating cash flow and negative
$490 million of free cash flow, defined as operating cash flow
less capital expenditures.

The company ended the quarter with an unrestricted cash balance
of $2.9 billion, restricted cash balance of $248 million and
$378 million in cash deposits held by its fuel hedge
counterparties.

"We are ensuring that United is well positioned in this difficult
market: we have minimal capital obligations and we have been able
to raise $1.4 billion, including a $125 million financing that
closed just a few weeks ago in a very tough credit market," said
Kathryn Mikells, United's incoming CFO.  "We continue the work to
further enhance liquidity and our $3.0 billion in unencumbered
assets provide us with critical financial and operational
flexibility."

        Accelerating Revenue Growth, Good Cost Control
              and Improving Operating Performance

"We are pursuing an aggressive agenda to improve the fundamental
performance of United," said John Tague, executive vice president
and chief operating officer.  "We are seeing results against that
plan: we are delivering good cost control, even as we reduce
capacity, and we continue to produce solid revenue growth by
further honing our network, and putting more choice in the hands
of customers with products they value and are willing to pay for."

Mainline RASM, excluding special items and Mileage Plus
accounting impacts, increased by 6.2% year-over-year from
the third quarter of 2007 due to strong passenger and cargo yield
performance which more than offset lower passenger load factors.
Including special items and Mileage Plus accounting impacts,
mainline RASM increased by 4.8% year-over-year.

The company's cargo business continued its strong performance with
a 10.6% year-over-year increase in revenue.  Higher fuel
surcharges, foreign exchange gains and strong yield improvements
contributed to the cargo revenue increase.

Total passenger revenues excluding special items increased by
1.4% in the third quarter compared to the prior year as
a result of a 7.1% gain in consolidated yield, more than
offsetting the 1.6 point decline in system load factor and
3.6% decline in consolidated capacity.  Mainline domestic
PRASM for the quarter excluding special items and Mileage Plus
accounting impacts was up by 6.9%, aided by a 6.2% reduction in
capacity; including these items, mainline domestic PRASM increased
by 5.6%.  In September mainline domestic PRASM, excluding special
items and Mileage Plus accounting impacts was up 11% year over
year driven by a 10.8% reduction in capacity; including these
items mainline domestic PRASM increased by 7.0%.  International
PRASM excluding special items and Mileage Plus accounting impacts
grew 5.0% in the third quarter compared to the same period last
year, on a 0.8% decrease in international capacity year-
over-year; including these items, international PRASM increased
3.3%.

Regional affiliate PRASM, excluding special items and Mileage
Plus accounting impacts, was up 2.4% compared to last year, with
a 4.9% increase in yield and flat capacity; including these items
regional affiliate PRASM increased by 0.9%. Load factor for
regional affiliates decreased 1.9 points in the third quarter of
2008 compared to the third quarter of 2007, while stage length for
regional affiliates was up 4.2% for the same period.

Comparison of 2008 Third Quarter Geographic Passenger Revenue

              3Q 2008   Passenger  Adjusted
             Passenger   Revenue    PRASM     PRASM      ASM
Geographic    Revenue  %Increase  %Increase  %Increase  Increase/
Area        (millions) (Decrease) (Decrease) (Decrease)(Decrease)
----------  ---------- ---------- ---------- ---------- ---------
Domestic      $2,530     (0.1%)      6.9%        6.5%     (6.2%)
Pacific          866     (4.8%)      4.8%        4.2%     (8.6%)
Atlantic         759     14.2%       2.6%        1.9%     12.0%
Latin America    125      5.7%      10.5%        9.7%     (3.7%)
            ---------- ---------- ---------- ---------- ---------
Total          4,280      1.3%       6.1%        5.4%     (4.0%)
Mainline
            ---------- ---------- ---------- ---------- ---------
Regional         834      1.9%       2.4%        1.9%      0.0%
Affiliates
            ---------- ---------- ---------- ---------- ---------
Total          5,114      1.4%       5.7%        5.2%     (3.6%)
Consolidated

                       Good Cost Performance

Third quarter mainline CASM, excluding fuel and certain
accounting charges, was flat versus last year at 7.71 cents,
despite a 4.0% decrease in mainline capacity,
demonstrating United's continued focus on controlling non-fuel
costs.  Mainline CASM, including fuel but excluding the non-cash,
net mark-to-market losses and certain accounting charges,
increased 21.6% to 13.78 cents.  Including the mark-to-
market losses and certain accounting charges, mainline CASM
increased by 30.8% year-over-year to 14.75 cents,
reflecting the steep increase in fuel price on average during the
quarter as well as the large non-cash, net mark-to-market
accounting loss driven by the sharp decline in the price of oil
experienced at the end of the quarter.

                           Third Quarter Increase/(Decrease)
                         -------------------------------------
                              Mainline         Consolidated
                         -----------------  ------------------
                                        %                  %
                       2008  2007  Chg.   2008  2007  Chg.
                      ------ ----  ----  -----  ----  -----
CASM (cents)              14.75 11.28 30.8%  15.42 11.96 28.9%

CASM excluding certain
accounting charges and
non-cash, net mark-to-
market losses (cents)     13.78 11.33 21.6%  14.55 12.01 21.1%

CASM excluding fuel
and certain accounting
charges (cents)            7.71  7.71  --     8.17  8.19 (0.2%)

The company has classified the majority of its various fuel
hedging positions as economic hedges for accounting purposes.
Gains and losses on economic hedges are included in the fuel
expense line while gains and losses from hedges that do not
qualify as economic hedges are recorded in the non-operating
expense line.

                                       Three Months Ending
                                         Sept. 30, 2008
                                          (in millions)
                                   ----------------------------
                                Included  Included in
                                In Fuel  Non-Operating
                                Expense     Expense    Total
                                   -------- ------------- -----
Non-cash, net mark-to-market loss    ($336)      ($183)  ($519)
Cash net gain/(loss) on
settled contracts                     $39        ($22)    $17
                                   -------- ------------- -----
Total recognized net gains/(losses)  ($297)      ($205)  ($502)

              Actions to Improve Operating Performance

The company continues its efforts to improve operational
performance, improving execution, increasing average scheduled
ground time and adding spare aircraft. This, coupled with the
reduction in ground delays resulting from the industry-wide cut
in capacity, has begun to yield improvements in the company?s on-
time performance. For the third quarter the company recorded its
best on-time arrival performance since 2006.

                       Business Highlights

   * United and Westin Hotels & Resorts launched a new level of
     comfort with the Westin Heavenly(R) Bed products and
     signature amenities for first and business class customers
     who fly United's p.s. service.

   * United and Aer Lingus announced the beginning of their
     codesharing agreement by enabling United customers to book
     connecting flights on Aer Lingus' network for travel
     starting Nov. 1, 2008.  Beginning in April 2009, Aer
     Lingus will place its code on United Airlines domestic
     flights giving customers access to United?s entire North
     American network.

   * United filed an application, along with eight other Star
     Alliance members, with the U.S. Department of
     Transportation (DOT) for antitrust immunity with
     Continental.  In addition the company requested DOT
     approval to establish a trans-Atlantic joint venture, with
     Continental, Lufthansa and Air Canada.  Approval would
     allow the carriers to work closely together to deliver
     highly competitive flight schedules, fares and service.

   * United began its new premium service to Asia with its
     newly reconfigured Boeing 747. Customers in United First
     and United Business on newly reconfigured aircraft may
     enjoy more than 150 hours of movies and television shows
     on-demand; relax with fully lie-flat seats; and dine on
     appetizers and entrees designed by world-renowned chef
     Charlie Trotter on outbound U.S. flights.

   * United announced the availability of Award Accelerator, a
     new offering that allows customers to purchase redeemable
     Mileage Plus miles in addition to the miles they are
     already earning on a specific itinerary.  Miles available
     for purchase in most cases are based on the actual flown
     mileage of each leg of the trip.

   * United announced policy changes to improve travel for
     active duty military personnel, including complimentary,
     space available access to United?s spacious Economy Plus?
     seating area and the ability to check up to three bags free
     of charge.

   * United increased the service fee to check a second bag of
     a domestic flight from $25 to $50 one way.

                            Outlook

The company's capacity outlook for the fourth quarter, full
year 2008 and the full year 2009 is shown below.

Capacity
(Available         4th Quarter      Full-year        Full-year
Seat Miles)           2008            2008         2009 vs. 2008
-----------     ---------------- --------------  ----------------
Domestic       -15.5% to -14.5% -8.5% to -7.5%  -13.5% to -12.5%
International   -9.0% to  -8.0% +0.5% to +1.5%   -8.0% to  -7.0%
                ---------------- --------------  ----------------
Mainline        -12.5% to -11.5% -5.0% to -4.0%  -11.0% to -10.0%
                ---------------- --------------  ----------------
Express    
Consolidated    -2.5% to  -1.5% -1.5% to -0.5%   +6.5% to +7.5%
Domestic       -13.0% to -12.0% -7.5% to -6.5%  -10.0% to -9.0%
                ---------------- --------------  ----------------
Consolidated    -11.5% to -10.5% -4.5% to -3.5%   -9.0% to -8.0%
                ---------------- --------------  ----------------

For the fourth quarter, mainline CASM, excluding fuel and
certain accounting charges, is anticipated to increase between
2.5 and 3.5%.  The company is on track to fully achieve
its $500 million cost reduction program by the end of 2008.  The
company expects CASM, excluding fuel and certain accounting
charges to increase between 1.5 and 2.0% for the full year
2008.

The company has also limited its non-aircraft capital budget to
$450 million for 2008, $200 million less than originally planned.

                       Hedge Positions as of Oct. 17, 2008
           ------------------------------------------------------
                                     Average Price  Average Price
               % of         % of     where Payment      where
             Expected     Expected   Obligations    Protection
Hedging    Consolidated   Mainline   ------------  --------------
Instrument Consumption  Consumption  Stops  Begin  Begins   Stops
---------- ------------ -----------  -----  -----  ------   -----
4th Quarter
2008

Collars         16%         19%      N/A   $99bbl $109bbl     N/A
3-Way Collars   33%         39%      N/A  $107bbl $113bbl $133bbl
           ------------ -----------  -----  -----  ------   -----
4th Qtr 2008
Total           49%         58%      N/A  $104bbl $112bbl     N/A


Full Year 2009

Calls            6%          7%      N/A      N/A $106bbl     N/A
Collars          3%          4%      N/A  $109bbl $119bbl     N/A
3-Way Collars   18%         22%      N/A  $102bbl $117bbl $145bbl
4-Way Collars    1%          2%   $63bbl   $78bbl  $95bbl $135bbl
           ------------ -----------  -----  -----  ------   -----
Full Yr 2009
Total           28%         34%      N/A  $101bbl $114bbl     N/A

     The company estimates the following fuel prices for the
fourth quarter.

                                              Three Months Ending
     Mainline Fuel Price (Price per Gallon)        Dec. 31, 2008
     --------------------------------------   -------------------
     Mainline Fuel price including taxes and
     excluding impact of hedges                        $2.88

     Mainline Fuel price including taxes and
     cash net gains or losses on settled hedges        $3.01

     Mainline Fuel price including taxes and
     impact of mark-to-market net losses on
     settled and unsettled hedges                      $3.30


             UAL Corporation and Subsidiary Companies
          Unaudited Statement of Consolidated Operations
              Three Months Ended September 30, 2008
                          (In Millions)

Operating revenues:
   Passenger - United Airlines                      $4,208
   Passenger - Regional Affiliates                     834
   Cargo                                               219
   Special operating items                               -
   Other operating revenues                            232
                                                    ------
Total Operating Expenses                             5,493

Operating expenses:
   Aircraft fuel                                     2,461
   Salaries and related costs                        1,037
   Regional affiliates                                 882
   Purchased services                                  327
   Aircraft maintenance materials and outside repairs  256
   Depreciation and amortization                       234
   Landing fees and other rent                         222
   Distribution expenses                               181
   Aircraft rent                                       115
   Cost of third party sales                            75
   Special operating items                              (9)
   Other operating expenses                            275
                                                    ------
Total Operating Expenses                             6,056
Earnings (loss) from operations                       (491)

Other income (expense):
   Interest expense                                   (131)
   Interest income                                      24
   Interest capitalized                                  6
   Miscellaneous, net                                 (186)
                                                    ------
                                                      (287)

Loss before income taxes
and equity in loss) of affiliates                     (778)

Income tax benefit                                       2
                                                    ------

Loss before equity in loss of affiliates              (780)
Equity in earnings (loss) of affiliates, net of tax      1
                                                    ------
NET LOSS                                             ($779)
                                                    ======


             UAL Corporation and Subsidiary Companies
              Statements of Consolidated Cash Flows
                Three Months Ended September 30, 2008
                          (In Millions)

Cash flows from operating activities                 ($387)
Cash flows from investing activities
   Net (purchases) sales of short-term investments       -
   Additions to property and equipment                (103)
   Purchases of EETC securities                          -
   Increase decrease in restricted cash                407
   Proceeds from asset sale leaseback                   59
   Proceeds from litigation on advance deposits          -
   Proceeds from the sale of property and equipment     29
   Other, net                                          (13)
                                                    ------
Net cash used for investing activities                 379

Cash flows provided (used) by financing activities:
   Repayment of Credit Facility                         (9)
   Repayment of other debt                            (187)
   Special distribution                                 (2)
   Principal payments under capital lease deposits      (9)
   Decrease in capital lease deposits                    -
   Increase in deferred financing costs                 (7)
   Proceeds from issuance of secured notes             253
   Other, net                                            1
                                                    ------
Net cash used for financing activities                  40

Increase (decrease) in cash and cash equivalents         32
Cash and cash equivalents at beginning of the period   2899
                                                     ------
Cash and cash equivalents at end of the period        $2931
                                                     ======

                      About UAL Corporation

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

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors 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)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


VICORP RESTAURANTS: Closes Three Bakers Square Restaurants
----------------------------------------------------------
Bo Poertner at Santamariatimes.com (California) reports that
VICORP Restaurants Inc. has closed three Bakers Square restaurants
at Lompoc, Buellton, and Santa Maria, in California.

According to Santamariatimes.com, the closings may have been
planned for a few months.  Each restaurant had about 30 employees,
Santamariatimes.com states, citing a worker at one of the
restaurants.

VICORP previously said that it would shut down about 56
restaurants as part of its reorganization, Santamariatimes.com
relates.

Headquartered in Denver, Colorado, VICORP Restaurants Inc.
-- http://www.vicorpinc.com/-- operates two restaurant concepts  
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years.  In
addition, Village Inn offers traditional American fare for lunch
and dinner.
        
The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, and Donna L. Culver, Esq., at
Morris Nichols Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, represent the Official Committee of Unsecured
Creditors of the Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


W.R. GRACE: Sept. 30 Balance Sheet Upside-Down by $250 Million
--------------------------------------------------------------
W. R. Grace & Co.'s balance sheet at Sept. 30, 2008, showed total
assets of $3.75 billion and total liabilities of $4.00 billion,
resulting in a shareholders' deficit of $250 million.

The company reported financial results for the third quarter
ended Sept. 30, 2008.  Highlights included:

   -- Sales for the third quarter were $889.4 million compared
      with $783.1 million in the prior year quarter, a 13.6%
      increase or 9.0% before the effects of currency translation.   
      The sales increase was attributable to higher selling prices
      in response to rising raw materials costs in both operating
      segments and currency translation.  Price increases yielded
      approximately $50 million in the third quarter, increasing
      sales by 6.4% over the prior year quarter.  Sales were up
      13.4% in North America, 4.4% in Europe Africa, 36.1% in Asia
      Pacific and 18.8% in Latin America.

   -- Net income for the third quarter was $28.3 million compared
      with net income of $19.1 million in the prior year quarter.
      The 2008 and 2007 results were negatively affected by
      Chapter 11 expenses, litigation and other matters not
      related to core operations.  Excluding Chapter 11 expenses,
      the loss on noncore activities, and their tax effects, net
      income would have been $46.9 million for the third quarter
      of 2008 compared with $40.5 million calculated on the same
      basis for the prior year quarter, a 15.8% increase.

   -- Pre-tax income from core operations was $82.4 million in
      the third quarter compared with $78.0 million in the prior
      year quarter, a 5.6% increase.  Inflation on raw materials
      and energy costs totaled approximately $50 million in the
      third quarter, increasing costs approximately 18% when
      compared with the prior year quarter.

   -- Sales for the nine months ended Sept. 30, 2008, were
      $2.54 billion compared with $2.31 billion for the comparable
      prior year period, a 10.3% increase or 5.1% before the
      effects of currency translation.  Net income for the nine
      months ended Sept. 30, 2008, was $78.1 million compared
      with $51.6 million for the comparable prior year period.
      Excluding Chapter 11 expenses, the loss on noncore
      activities, and their tax effects, net income would have
      been $142.4 million for the nine months ended Sept. 30,
      2008, compared with $123.8 million calculated on the same
      basis for the comparable prior year period, a 15.0%
      increase.  Pre-tax income from core operations was
      $252.3 million for the nine months ended Sept. 30, 2008,
      up 4.1% from the comparable prior year period.  Price
      increases totaled approximately $100 million in the nine
      months ended Sept. 30, 2008, increasing sales approximately
      4.3% when compared with the comparable prior year period.
      Inflation on raw materials and energy costs totaled
      approximately $110 million in the nine months ended
      Sept. 30, 2008, increasing costs approximately 13% when
      compared with the comparable prior year period.

   -- During the third quarter of 2008, Grace changed its
      accounting policy for inventories in the U.S. from LIFO to
      FIFO in order to provide a consistent, worldwide inventory
      accounting standard.  Grace has applied the change
      retrospectively and restated all periods.

                     Cash Flow and Liquidity

Grace's net cash used for operating activities for the nine months
ended Sept. 30, 2008, was $182.0 million compared with net cash
provided by operating activities of $65.8 million for the prior
year period.  The change in net cash flow from operating
activities was attributable to a payment of $250 million related
to the settlement of environmental claims relating to Grace's
former operations in Libby, Montana.  Net cash used for
investing activities was $23.9 million for the nine months ended
Sept. 30, 2008.

At Sept. 30, 2008, Grace had available liquidity of approximately
$562.8 million, consisting of $325.2 million in cash and cash
equivalents, $35.1 million in short-term investment securities,
$30.8 million in net cash value of life insurance policies,
approximately $73.3 million of available credit under various non-
U.S. credit facilities and approximately $98.4 million of
available credit under its $165.0 million debtor-in-possession
facility.

Grace stated that these sources and amounts of liquidity are
sufficient to support its business operations, strategic
initiatives and Chapter 11 proceedings until a plan of
reorganization is confirmed and Grace emerges from bankruptcy.

Grace is exploring sources of new financing of up to $1.5 billion
to fund 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.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.



WASHINGTON MUTUAL: Fitch Holds 'B-' Rating; Puts Stable Outlook
---------------------------------------------------------------
Fitch Ratings has upgraded and assigned Outlooks to three classes
of Washington Mutual Asset Securities Corporation commercial
mortgage pass-through certificates, series 2003-C1, as:

  -- $5.7 million class G to 'AAA' from 'AA+'; Outlook Stable;
  -- $2.9 million class H to 'AA+' from 'AA'; Outlook Stable;
  -- $5.7 million class J to 'A' from 'A-'; Outlook Stable.

In addition, Fitch has affirmed and assigned Outlooks to these
classes:

  -- $99.7 million class A at 'AAA'; Outlook Stable;
  -- $11.4 million class B at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- $2.9 million class C at 'AAA'; Outlook Stable;
  -- $12.9 million class D at 'AAA'; Outlook Stable;
  -- $2.9 million class E at 'AAA'; Outlook Stable;
  -- $4.3 million class F at 'AAA'; Outlook Stable;
  -- $4.3 million class K at 'BBB+'; Outlook Stable;
  -- $1.4 million class L at 'BBB-'; Outlook Stable;
  -- $2.9 million class M at 'BB+'; Outlook Stable;
  -- $2.9 million class N at 'B+'; Outlook Stable;
  -- $1.4 million class O at 'B-'; Outlook Stable.

Fitch does not rate the $5.7 million class P certificates.

The rating upgrades reflect the increased subordination due to
scheduled amortization and pay down of 20.9% since Fitch's last
rating action.  Rating Outlooks reflect the likely direction of
any rating changes over the next one to two years.

As of the September 2008 distribution date, the pool's aggregate
certificate balance has decreased 71% to $166.9 million from
$574.8 million at issuance.  Of the original 216 loans, 82 remain
in the transaction and the average loan size is approximately
$2 million.  There are currently no delinquent or specially
serviced loans.

The accelerated pay down is due to the pool's composition of
seasoned loans and shorter weighted average remaining amortization
schedules than typical conduit transactions.

Of the remaining 82 loans, Fitch has identified nine Loans of
Concern (12.0%).  Mortgage coupons for these loans range from
6.16% to 8.9%.  The largest loan of concern (3.6%) is secured by a
70,200 square foot office building in Manhattan.  Servicer
reported occupancy as of June 2008 was 62% with a debt service
coverage ratio of 1.34 times.

In addition, two loans (1.0%) were scheduled to mature in
September 2008 and October 2008, respectively, and have both paid
in full.

The largest remaining loan (10.3%), Center Pointe Plaza, is
secured by an anchored retail center in Christiana, Delaware.  The
servicer reported DSCR as of year-end 2007 was 1.44x.  The loan is
scheduled to mature in 2014.

The second largest loan (9.5%), Palmer Park Mall, is secured by a
regional mall property in Easton, Pennsylvania, and is scheduled
to mature in January 2009.  Servicer reported DSCR as of March
2008 was 2.01x.  The mall's largest tenant, Boscov's, is not
scheduled for closing under the company's reorganization.


WEST MEEKER: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: West Meeker Condominiums, LLC
        5252 17th Ave. SW
        Seattle, WA 98106

Bankruptcy Case No.: 08-17105

Chapter 11 Petition Date: October 23, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Ta Teasha M. Davis, Esq.
                  tmdlaw@gmail.com
                  Law Office of Ta Teasha M. Davis
                  500 Union St., Ste. 520
                  Seattle, WA 98101
                  Tel: (206) 623-0435

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/wab08-17105.pdf


WORLDSPACE INC: Indian Creditors Mull Legal Move to Recover Money
-----------------------------------------------------------------
WorldSpace Inc.'s providers in India are planning to take legal
action against the company in an effort to recover their money,
Televisionpoint.com reports.

WordSpace's Indian creditors include Phonographic Performance
Limited with unsecured claims of $657,894, BPL Techno Vision Pvt.
Ltd., with unsecured claims of $506,046, Antrix Corporation
Limited, with unsecured claims of $482,661, Epigon Media
Technologies and Lepton Software Export & Research.

A BPL official told Televisionpoint.com that WorldSpace's Indian
creditors have sought legal advice in India and Washington DC on
how to recover their money.

WorldSpace has more 1.7 million subscribers in India.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was   
organized on July 29, 1990, and incorporated in the State of
Maryland on November 5, 1990. WorldSpace, Inc. and subsidiaries is
engaged in the design, development, construction, deployment and
financing of a satellite-based radio and data broadcasting
service, which serve areas of the world where traditional
broadcast media or internet services are limited. The Company,
which operates in 10 countries, has one satellite in orbit over
Africa, another over Asia and a completed third satellite
currently in storage. This satellite, which can be used to replace
either of the company's two operational satellites may also be
modified and launched to provide DARS in Western Europe.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No.
08-12412 - 08-12414).  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP, and Shearman & Sterling LLP, are the Debtors'
counsel.  When the Debtors filed for bankruptcy, they listed total
assets of $307,382,000 and total debts of $2,122,904,000.


* Fitch Takes Out PIT Ratings on 26 Tradeable Credit Baskets
------------------------------------------------------------
Fitch Ratings has removed from its Web site the point-in-time
ratings on 26 tradeable credit baskets.  Tradeable Credit Baskets,
which reference various credit derivative indices, are rated by
Fitch applying its bond fund rating criteria.

The removal of these ratings is consistent with Fitch's practice
not to issue public point-in-time ratings, as point-in-time
ratings are not subject to active surveillance and are only valid
as of the date of issue.

The list of ratings to be removed are:

  -- Dow Jones CDX.NA.HY.3 Trust 1 'B+/V3';
  -- Dow Jones CDX NA.HY.3 Trust 2 'BB/V3';
  -- Dow Jones CDX.NA.HY.3 Trust 3 'B/V3';
  -- Dow Jones CDX.NA.HY.4 Trust 1 'B+/V3';
  -- Dow Jones CDX.NA.HY.4 Trust 2 'BB/V3';
  -- Dow Jones CDX.NA.HY.4 Trust 3 'B/V3';
  -- Dow Jones CDX.NA.HY.5 Trust 1 'B+/V4';
  -- Dow Jones CDX NA.HY.5 Trust 2 'BB/V4';
  -- Dow Jones CDX NA.HY.5 Trust 3 'B/V4';
  -- Dow Jones CDX NA.HY.6 Trust 1 'B+/V4';
  -- Dow Jones CDX NA.HY.6 Trust 2 'BB/V4';
  -- Dow Jones CDX.NA.HY.6 Trust 3 'B/V4';
  -- Dow Jones CDX.NA.HY.7 Trust 1 'B+/V4';
  -- Dow Jones CDX.NA.HY.7 Trust 2 'BB/V4';
  -- Dow Jones CDX.NA.HY.7 Trust 3 'B/V4';
  -- Dow Jones CDX.NA.HY.8 Trust 1 'B+/V4';
  -- Dow Jones CDX.NA.HY.8 Trust 2 'BB/V4';
  -- Dow Jones CDX.NA.HY.8 Trust 3 'B/V4';
  -- Dow Jones CDX.NA.HY.9 Trust 1 'B/V4';
  -- Dow Jones CDX.NA.HY.9 Trust 2 'B/V4';
  -- INDEXPLUS Trust Series 2003-1 'BBB/V6';
  -- Targeted Return Index Securities Trust Series 10-2002
     'BBB+/V4';
  -- TRACERS Series 2001-1 (10 Year) 'A/V4';
  -- TRACERS Series 2002-2 (30-Year) 'A-/V7';
  -- TRACERS Series 2002-5 (10- Year) 'A-/V4';
  -- TRAC-X North America Series 2 March 2009 'BBB/V4'.


* Donlin Recano Names Bankruptcy Lawyer Scott Stuart as Partner
---------------------------------------------------------------
Donlin Recano and Company, Inc. disclosed that Scott Stuart has
been named a partner of the firm.  His years of expertise as an
lawyer and entrepreneur in the turnaround world will boost the
firm's growth and viability into the next-generation.

Recognized as an "industry mover" by the Daily Bankruptcy Review,
Scott Stuart focuses on catalyzing the efficiencies, technologies
and service processes critical to the industry.

"Driving simple and effective client services is essential to our
success," Louis Recano, chief executive officer, said.  "Donlin
Recano takes this to an entirely new level by applying customized
solutions on a case-by-case basis.  [Mr. Stuart] has spearheaded
a long-term business model uniquely separating Donlin Recano
from its competitors."

Mr. Stuart has extensive experience in all aspects of bankruptcy
management processes and new business development with nearly two
decades of highly regarded hands-on experience in planning,
advising and managing the needs among the public and private-
sector clients.

As a thought leader among the law and bankruptcy trades and
respected member of the bankruptcy community, Mr. Stuart has a
substantial list of lectures along with dozens of published
articles.

"As partner, I look forward to securing the relationships
established over the last 20 years to propel new beginnings one
successful experience at a time," Mr. Stuart, said.

                        About Donlin Recano

Donlin Recano and Company, Inc. -- http://www.donlinrecano.com/--   
is a claims management company that has served over 200 national
clients across a broad range of industries and business sectors.  
Working with counsel, turnaround advisors and the affected
company, Donlin Recano helps organize and guide Chapter 11 clients
through administrative bankruptcy tasks, including provision of
Web site-accessible information, formation of professional call
centers, management of claims, balloting, distribution and other
administrative services.  The company also provides Web-based
information services for creditors committees as required by The
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.


* Hunton & Williams Creates Financial Industry Recovery Group
-------------------------------------------------------------
Hunton & Williams LLP formed a multidisciplinary Financial
Industry Recovery Group to assist its clients in addressing the
challenges and exploring the opportunities of the current
financial crisis.  The group is composed of lawyers with top-tier
experience in the firm's practices involving financial
institutions, regulation and capital formation, securitization,
distressed assets, internal and governmental investigations,
executive compensation and taxation, bankruptcy and business
practice litigation.

"In these turbulent times, companies are facing greater legal
challenges now than ever before.  They must have complete
confidence that their legal team has a broad base of experience
to guide them through it all," Wally Martinez, Hunton & Williams'
managing partner, said.  "At Hunton & Williams, we have assembled
our leaders in these areas with depth of experience to help our
clients address all of the issues they face in this difficult
financial environment."

The group brings together diverse experience within the firm to
address issues such as capital formation, bankruptcy and
insolvency matters, managing liquidity, mergers and asset
purchases, and regulatory issues, including opportunities
presented by the recently enacted Emergency Economic
Stabilization Act of 2008 and the related Troubled Asset
Relief Program.

"For more than 25 years, our firm has been a market leader in
mortgage finance, representing clients in thousands of mortgage
loan securitizations transactions and sales of performing and
nonperforming mortgage pools and other financial assets," said
Kevin Buckley, partner and a leader on the new team.  "Our group
brings a broad perspective and a keen understanding of the
pricing, structuring, and regulatory capital considerations
required to represent our clients in these matters."

The firm also has a strong internal and governmental
investigations practice, which includes professionals with
experience at the Federal Bureau of Investigations and other
agencies, and a privacy and data security practice that has been
ranked among the top in the United States and Europe.  Hunton &
Williams can address the full range of challenges its clients
face in these turbulent financial markets.

In addition, Hunton & Williams has created a Financial Industry
Recovery Resource Center website where clients and visitors will
find client alerts and other reference materials, text and
analysis of relevant U.S. legislation, and breaking news related
to industry and governmental developments.  The website is --
http://www.huntonfinancialindustryrecovery.com/-- .

                    About Hunton & Williams LLP

Hunton & Williams LLP -- http://www.hunton.com/-- provides legal  
services to corporations, financial institutions, governments and
individuals, well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 1,000 lawyers serving clients in 100 countries
from 19 offices around the world.  While its practice has an
industry focus on energy, financial services and life sciences,
the depth and breadth of its experience extends to more than 100
separate practice areas, including bankruptcy and creditors
rights, commercial litigation, corporate transactions and
securities law, intellectual property, international and
government relations, regulatory law, products liability, and
privacy and information management.


* IASB & FASB Say Suspending Mark-To-Market Accounting a Mistake
-----------------------------------------------------------------
Suspending mark-to-market accounting and reverting to some other
system would be a mistake, two top accounting rulemakers said on
Wednesday, Reuters' Emily Chasan reported.

The accounting rulemakers say that masking the impact of changes
in their asset values may have worse consequences.  Lawmakers have
blamed mark-to-market, or fair value accounting, for the worsening
financial crisis.

This is because when troubled banks and financial institutions
sell securities at prices well below their book values, other
institutions are forced to write-down the value of their own
comparable securities, eroding confidence in the financial
markets, and making it harder for these firms to to raise capital.

But supporters of mark-to-market accounting say that while the
system may be imperfect, fair value accounting prevents financial
institutions from arbitrarily setting asset values, sometimes at
prices well over what similar assets would fetch in an open
market.

"It's a lousy system, but it's less lousy than any other system
we've had so far," Tom Jones, vice chairman of the London-based
International Accounting Standards Board, said of fair value
accounting.

"When there isn't an illiquid market I think fair value does
capture reality," Mr. Jones said in comments to a New York Society
of Securities analysts on Wednesday.  "I can't think of any other
system that does."

Financial Accounting Standards Board Chairman Robert Herz, who
agreed with Mr. Jones, said "fair value should not be so easily
dismissed."

"The idea that a down market's assets should be written down has
been a fundamental concept in accounting for a century or more,"
Mr. Herz said.

The report says that earlier this month the U.S. Securities and
Exchange Commission and FASB "jointly agreed that banks could rely
more on internal estimates, rather than fire-sale prices, to value
assets trading in illiquid markets."  A few days later the IASB
also said European financial institutions "could take a less
damaging option for valuing assets they intend to hold rather than
sell."

But bankers and politicians are pushing for further changes.  As
part of the $700 billion bailout bill, they have authorized the
U.S. Securities and Exchange Commission to study fair value
accounting and to suspend the rules if it so chooses.

The American Bankers Association has also asked the SEC to
override FASB's rules on mark-to-market accounting.


* McDonald Hopkins Adds Owen P. Quinn as Litigation Associate
-------------------------------------------------------------
Owen P. Quinn has joined the Chicago, Illinois office of McDonald
Hopkins LLC as an associate in the firm's Litigation Department.
Mr. Quinn focuses his practice in comprehensive commercial and
construction litigation.  He has counseled clients in matters
involving contract disputes, fraud, civil conspiracy, restrictive
covenants, improper solicitation, and misappropriation of trade
secrets, and product and premises liability.  His construction
litigation experience includes representing general contractors,
subcontractors and suppliers in litigation matters involving
defective and incomplete work, construction delays, payment
disputes, and mechanic liens.  Mr. Quinn also represented
decedents and individual estates concerning will contests,
heirship determination and guardian appointments.

Mr. Quinn graduated from the University of Illinois-Champaign-
Urbana in 1998 with a Bachelor of Arts degree and received his
J.D. in 2001 from the University Of Illinois School Of Law.

Mr. Quinn can be reached at 312.642.4967 or
oquinn@mcdonaldhopkins.com.

                    About McDonald Hopkins LLC

McDonald Hopkins LLC -- http://www.mcdonaldhopkins.com/-- is a  
full-service firm focused on business law, litigation,
restructuring, and estate planning.  The company has more than 130
lawyers in Cleveland, Chicago, Columbus, Detroit, and West Palm
Beach.


* Resilience Capital Partners Promotes Ki Mixon to Principal
------------------------------------------------------------
Private equity firm Resilience Capital Partners promoted Ki Mixon
to Principal.

As Principal, Mr. Mixon is responsible for both the sourcing and
execution of deals.  In addition, Mr. Mixon serves as a Board
member for four Resilience portfolio companies:  Penda
Corporation; ASC Signal Corporation; ChemDesign Products; and
Midwest Machining Solutions.     

"Ki has proven to be adept at all aspects of the transaction
process:  due diligence; negotiating; raising of debt financing,
as well as working with management on an ongoing basis.  We
welcome him into the firm's leadership. " explained Steve Rosen,
Co-CEO and Managing Partner.   

Mr. Mixon joined Resilience in 2001 after serving in the Corporate
Restructuring Group at McDonald Investments (KeyBank).  At
McDonald he was involved with a variety of assignments including
chapter 11 and out-of-court restructurings, and troubled company
advisory work on behalf of both the debtors and creditors.   

Mr. Mixon earned a MBA from Case Western Reserve University and a
bachelor's degree from Wittenberg University.

                 About Resilience Capital Partners

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com/-- specializes in investing in  
lower middle market companies within a broad range of industries.  
Resilience's value oriented investment strategy is to acquire
companies with solid business prospects in a wide variety of
special situations including underperformers, corporate
divestitures, turnarounds, and orphan public companies.  Since its
inception in 2001, Resilience has acquired 16 companies with total
revenue in excess of $1.5 billion.


* BOND PRICING: For the Week of Oct. 19 - Oct. 27, 2008
-------------------------------------------------------

Issuer                Coupon Maturity  Bid Price
------                ------ --------  ---------
AIRTRAN HOLDINGS      7.000% 7/1/2023      51.25
ABITIBI-CONS FIN      7.875% 8/1/2009      75.00
BOWATER INC           9.000% 8/1/2009      55.00
BOWATER INC           6.500% 6/15/2013     27.50
ANTIGENICS            5.250% 2/1/2025      30.50
ATHEROGENICS INC      4.500% 9/1/2008      11.50
ATHEROGENICS INC      4.500% 3/1/2011       8.50
ATHEROGENICS INC      1.500% 2/1/2012       9.00
ASSURED GUARANTY      6.400% 12/15/2066    10.00
AHERN RENTALS         9.250% 8/15/2013     36.44
AMER GENL FIN         3.750% 11/15/2008    75.36
AMER GENL FIN         3.000% 12/15/2008    81.75
AMER GENL FIN         3.750% 12/15/2008    92.25
AMER GENL FIN         3.750% 12/15/2008    95.06
AMER GENL FIN         3.875% 12/15/2008    92.00
AMER GENL FIN         4.300% 3/15/2009     77.50
INTL LEASE FIN        6.375% 3/15/2009     90.74
AMER GENL FIN         3.800% 4/15/2009     72.00
AMER GENL FIN         3.350% 5/15/2009     36.00
AMER GENL FIN         4.625% 5/15/2009     67.00
INTL LEASE FIN        5.600% 5/15/2009     70.00
AMER GENL FIN         4.000% 6/15/2009     53.13
AMER GENL FIN         4.350% 6/15/2009     44.89
INTL LEASE FIN        4.750% 7/1/2009      77.04
AMER GENL FIN         3.100% 7/15/2009     44.00
AMER GENL FIN         4.400% 7/15/2009     41.00
AMER GENL FIN         4.500% 7/15/2009     80.00
AMER GENL FIN         4.000% 8/15/2009     63.00
AMER GENL FIN         4.200% 8/15/2009     45.00
INTL LEASE FIN        5.250% 8/15/2009     46.03
AMER GENL FIN         5.375% 9/1/2009      62.80
AMER GENL FIN         3.850% 9/15/2009     50.00
AMER GENL FIN         4.300% 9/15/2009     50.03
AMER GENL FIN         4.500% 9/15/2009     59.50
AMER GENL FIN         5.000% 9/15/2009     64.05
AMER GENL FIN         5.150% 9/15/2009     60.50
AMER GENL FIN         5.450% 9/15/2009     55.92
AMER GENL FIN         3.875% 10/1/2009     52.00
AMER GENL FIN         4.550% 10/15/2009    38.85
AMER GENL FIN         3.875% 11/15/2009    38.96
AMER GENL FIN         4.000% 11/15/2009    60.07
AMER GENL FIN         4.000% 11/15/2009    65.08
AMER GENL FIN         4.000% 11/15/2009    65.35
AMER GENL FIN         4.200% 11/15/2009    34.50
AMER GENL FIN         4.600% 11/15/2009    45.00
INTL LEASE FIN        4.950% 11/15/2009    70.75
AMER GENL FIN         4.000% 12/15/2009    52.21
INTL LEASE FIN        5.050% 3/15/2010     40.02
INTL LEASE FIN        5.150% 3/15/2010     60.26
AMER GENL FIN         4.750% 4/15/2010     47.50
AMER GENL FIN         4.050% 5/15/2010     26.10
AMER GENL FIN         4.100% 5/15/2010     40.00
AMER GENL FIN         4.875% 5/15/2010     36.00
AMER GENL FIN         3.300% 6/15/2010     50.78
AMER GENL FIN         4.300% 6/15/2010     55.00
AMER GENL FIN         4.750% 6/15/2010     52.70
AMER GENL FIN         4.875% 6/15/2010     30.08
AMER GENL FIN         5.200% 6/15/2010     51.50
AMER GENL FIN         4.300% 7/15/2010     42.88
AMER GENL FIN         5.350% 7/15/2010     36.50
AMER GENL FIN         6.250% 7/15/2010     50.15
AMER GENL CORP        7.500% 8/11/2010     67.50
AMER GENL FIN         4.500% 8/15/2010     38.25
AMER GENL FIN         4.750% 8/15/2010     30.00
AMER GENL FIN         8.000% 8/15/2010     55.00
INTL LEASE FIN        4.875% 9/1/2010      59.70
AMER GENL FIN         4.600% 9/15/2010     44.06
AMER GENL FIN         5.000% 9/15/2010     35.00
AMER GENL FIN         5.200% 9/15/2010     26.01
AMER GENL FIN         4.250% 10/15/2010    50.54
AMER GENL FIN         4.600% 10/15/2010    34.02
AMER GENL FIN         5.000% 10/15/2010    33.00
AMER GENL FIN         4.150% 11/15/2010    29.13
AMER GENL FIN         5.000% 11/15/2010    35.31
AMER GENL FIN         5.000% 11/15/2010    49.50
AMER GENL FIN         4.400% 12/15/2010    45.25
AMER GENL FIN         5.000% 12/15/2010    48.07
AMER GENL FIN         5.000% 12/15/2010    30.25
AMER GENL FIN         5.000% 12/15/2010    21.00
AMER GENL FIN         5.500% 12/15/2010    33.29
AMER GENL FIN         5.000% 1/15/2011     25.01
AMER GENL FIN         4.000% 3/15/2011     31.13
AMER GENL FIN         5.000% 3/15/2011     34.00
AMER GENL FIN         5.250% 4/15/2011     25.01
AMER GENL FIN         5.500% 4/15/2011     35.31
AMER GENL FIN         5.200% 5/15/2011     44.88
AMER GENL FIN         5.000% 6/15/2011     44.00
AMER GENL FIN         5.600% 6/15/2011     40.00
INTL LEASE FIN        5.650% 6/15/2011     35.00
AMER GENL FIN         6.000% 7/15/2011     25.01
AMER GENL FIN         6.250% 7/15/2011     43.00
AMER GENL FIN         6.250% 7/15/2011     12.05
AMER GENL FIN         8.150% 8/15/2011     20.10
AMER GENL FIN         5.625% 8/17/2011     36.56
AMER GENL FIN         4.300% 10/15/2011    21.40
AMER INTL GROUP       5.375% 10/18/2011    42.50
AMER GENL FIN         5.200% 12/15/2011    38.84
AMER GENL FIN         4.625% 3/15/2012     30.60
AMER GENL FIN         4.100% 7/15/2012     30.26
AMER GENL FIN         4.875% 7/15/2012     40.50
AMER GENL FIN         5.000% 8/15/2012     19.00
AMER GENL FIN         5.850% 9/15/2012     25.05
AMER GENL FIN         5.375% 10/1/2012     30.02
AMER GENL FIN         5.250% 12/15/2012    31.25
AMER GENL FIN         4.250% 3/15/2013     18.00
AMER GENL FIN         6.000% 4/15/2013     25.26
AMER GENL FIN         6.000% 4/15/2013     11.20
AMER GENL FIN         5.400% 5/15/2013     26.00
AMER GENL FIN         5.750% 5/15/2013     23.89
AMER GENL FIN         5.850% 6/1/2013      33.53
AMER GENL FIN         5.500% 5/15/2014     26.26
AMER GENL FIN         5.500% 6/15/2014     15.20
AMER GENL FIN         6.000% 10/15/2014     0.50
AMER GENL FIN         6.000% 12/15/2014    24.00
AMER GENL FIN         7.500% 7/15/2015     25.25
AMER INTL GROUP       5.750% 3/15/2067      9.47
AMES TRUE TEMPER     10.000% 7/15/2012     42.00
AMBASSADORS INTL      3.750% 4/15/2027     28.50
AMR CORP              4.500% 2/15/2024     93.00
AMER MEDIA OPER      10.250% 5/1/2009      68.50
AMER MEDIA OPER       8.875% 1/15/2011     52.50
ARVIN INDUSTRIES      7.125% 3/15/2009     88.78
METALDYNE CORP       11.000% 6/15/2012      6.00
METALDYNE CORP       10.000% 11/1/2013     14.00
AMER AXLE & MFG       5.250% 2/11/2014     29.00
BANK NEW ENGLAND      8.750% 4/1/1999       5.75
BANK NEW ENGLAND      9.875% 9/15/1999      3.00
BURLINGTON COAT      11.125% 4/15/2014     39.25
BANKUNITED CAP        3.125% 3/1/2034      15.29
BON-TON DEPT STR     10.250% 3/15/2014     14.50
BRODER BROS CO       11.250% 10/15/2010    39.25
COMPUCREDIT           3.625% 5/30/2025     21.25
CHANCELLOR MEDIA      8.000% 11/1/2008     97.00
CLEAR CHANNEL         6.250% 3/15/2011     42.55
CLEAR CHANNEL         5.000% 3/15/2012     56.50
CLEAR CHANNEL         5.750% 1/15/2013     25.00
CLEAR CHANNEL         5.500% 9/15/2014     21.50
CELL GENESYS INC      3.125% 11/1/2011     39.75
CHARTER COMM HLD     10.000% 4/1/2009      88.84
CHARTER COMM HLD     11.125% 1/15/2011     49.68
CHARTER COMM HLD     10.000% 5/15/2011     54.00
CCH I LLC             9.920% 4/1/2014      27.00
CCH I LLC            10.000% 5/15/2014     24.13
CHARTER COMM INC      6.500% 10/1/2027     18.04
CIT GROUP INC         5.125% 11/15/2008    93.50
CIT GROUP INC         5.000% 11/24/2008    96.00
CIT GROUP INC         3.375% 4/1/2009      88.02
CIT GROUP INC         6.250% 9/15/2009     63.00
CIT GROUP INC         6.875% 11/1/2009     75.00
CIT GROUP INC         4.125% 11/3/2009     69.01
CIT GROUP INC         4.250% 2/1/2010      70.00
CIT GROUP INC         5.150% 3/15/2010     56.90
CIT GROUP INC         6.500% 3/15/2010     64.88
CIT GROUP INC         5.250% 9/15/2010     55.00
CIT GROUP INC         5.200% 11/3/2010     56.14
CIT GROUP INC         5.250% 11/15/2010    40.10
CIT GROUP INC         6.750% 3/15/2011     43.50
CIT GROUP INC         5.200% 9/15/2011     42.02
CIT GROUP INC         5.250% 11/15/2011    39.01
CIT GROUP INC         7.250% 3/15/2012     34.00
CIT GROUP INC         7.250% 3/15/2013     32.90
CIT GROUP INC         7.750% 3/15/2013     35.02
CIT GROUP INC         7.900% 3/15/2013     35.50
CLAIRE'S STORES       9.250% 6/1/2015      30.50
CLAIRE'S STORES      10.500% 6/1/2017      24.00
CMP SUSQUEHANNA       9.875% 5/15/2014     27.00
NEW PLAN EXCEL        7.400% 9/15/2009     50.00
NEW PLAN REALTY       7.650% 11/2/2026     16.00
NEW PLAN REALTY       7.680% 11/2/2026     20.00
CONSTAR INTL         11.000% 12/1/2012     14.40
CONEXANT SYSTEMS      4.000% 3/1/2026      50.00
CARAUSTAR INDS        7.375% 6/1/2009      55.00
CELL THERAPEUTIC      5.750% 12/15/2011     1.00
DELTA MILLS INC       9.625% 9/1/2007       9.00
DOLE FOODS CO         8.625% 5/1/2009      87.38
DELPHI CORP           6.500% 8/15/2013      5.38
DAYTON SUPERIOR      13.000% 6/15/2009     55.75
FORD MOTOR CRED       6.375% 11/5/2008     98.54
FORD MOTOR CRED       5.000% 11/20/2008    87.50
FORD MOTOR CRED       5.100% 12/22/2008    90.00
FORD MOTOR CRED       5.800% 1/12/2009     92.23
FORD MOTOR CRED       4.250% 1/20/2009     78.00
FORD MOTOR CRED       4.400% 1/20/2009     89.25
FORD MOTOR CRED       4.600% 1/20/2009     83.00
FORD MOTOR CRED       4.350% 2/20/2009     87.62
FORD MOTOR CRED       4.350% 2/20/2009     87.34
FORD MOTOR CRED       4.500% 2/20/2009     84.26
FORD MOTOR CRED       4.300% 3/20/2009     80.50
FORD MOTOR CRED       4.500% 3/20/2009     75.28
FORD MOTOR CRED       4.500% 3/20/2009     79.99
FORD MOTOR CRED       4.450% 4/20/2009     74.41
FORD MOTOR CRED       4.650% 4/20/2009     75.00
FORD MOTOR CRED       4.700% 4/20/2009     81.19
FORD MOTOR CRED       4.900% 5/20/2009     73.31
FORD MOTOR CRED       5.350% 5/20/2009     74.74
FORD MOTOR CRED       5.250% 6/22/2009     70.13
FORD MOTOR CRED       5.400% 6/22/2009     68.92
FORD MOTOR CRED       5.500% 6/22/2009     70.57
FORD MOTOR CRED       5.500% 6/22/2009     67.50
FORD MOTOR CRED       4.800% 7/20/2009     70.00
FORD MOTOR CRED       5.100% 7/20/2009     59.66
FORD MOTOR CRED       5.200% 7/20/2009     77.13
FORD MOTOR CRED       5.000% 8/20/2009     57.00
FORD MOTOR CRED       5.000% 8/20/2009     61.36
FORD MOTOR CRED       4.900% 9/21/2009     62.19
FORD MOTOR CRED       5.000% 9/21/2009     59.43
FORD MOTOR CRED       5.000% 9/21/2009     57.22
FORD MOTOR CRED       5.050% 9/21/2009     60.27
FORD MOTOR CRED       4.900% 10/20/2009    62.80
FORD MOTOR CRED       4.900% 10/20/2009    65.30
FORD MOTOR CRED       4.950% 10/20/2009    54.10
FORD MOTOR CRED       5.000% 10/20/2009    59.05
FORD MOTOR CRED       7.375% 10/28/2009    71.21
FORD MOTOR CRED       5.100% 11/20/2009    64.58
FORD MOTOR CRED       5.150% 11/20/2009    60.00
FORD MOTOR CRED       5.150% 11/20/2009    67.87
FORD MOTOR CRED       5.150% 11/20/2009    52.00
FORD MOTOR CRED       5.250% 12/21/2009    45.00
FORD MOTOR CRED       5.250% 12/21/2009    63.98
FORD MOTOR CRED       5.350% 12/21/2009    66.32
FORD MOTOR CRED       5.400% 12/21/2009    45.50
FORD MOTOR CRED       5.700% 1/15/2010     64.47
FORD MOTOR CRED       5.250% 1/20/2010     51.95
FORD MOTOR CRED       5.500% 1/20/2010     52.00
FORD MOTOR CRED       5.500% 2/22/2010     55.00
FORD MOTOR CRED       5.500% 2/22/2010     51.23
FORD MOTOR CRED       5.500% 2/22/2010     50.00
FORD MOTOR CRED       6.000% 2/22/2010     51.60
FORD MOTOR CRED       5.700% 3/22/2010     57.19
FORD MOTOR CRED       5.750% 3/22/2010     42.08
FORD MOTOR CRED       6.300% 3/22/2010     49.45
FORD MOTOR CRED       7.250% 3/22/2010     36.68
FORD MOTOR CRED       6.950% 4/20/2010     44.50
FORD MOTOR CRED       5.850% 5/20/2010     31.21
FORD MOTOR CRED       5.950% 5/20/2010     60.06
FORD MOTOR CRED       6.300% 5/20/2010     56.49
FORD MOTOR CRED       7.875% 6/15/2010     55.00
FORD MOTOR CRED       5.550% 6/21/2010     47.52
FORD MOTOR CRED       5.750% 6/21/2010     42.17
FORD MOTOR CRED       5.850% 6/21/2010     48.25
FORD MOTOR CRED       6.000% 6/21/2010     48.90
FORD MOTOR CRED       5.850% 7/20/2010     35.75
FORD MOTOR CRED       6.050% 7/20/2010     55.11
FORD MOTOR CRED       6.150% 7/20/2010     43.34
FORD MOTOR CRED       7.000% 7/20/2010     46.50
FORD MOTOR CRED       6.400% 8/20/2010     39.73
FORD MOTOR CRED       6.500% 8/20/2010     45.15
FORD MOTOR CRED       6.550% 8/20/2010     42.00
FORD MOTOR CRED       7.150% 8/20/2010     41.65
FORD MOTOR CRED       7.150% 8/20/2010     43.00
FORD MOTOR CRED       9.750% 9/15/2010     56.50
FORD MOTOR CRED       6.050% 9/20/2010     52.00
FORD MOTOR CRED       6.150% 9/20/2010     46.00
FORD MOTOR CRED       6.350% 9/20/2010     50.81
FORD MOTOR CRED       6.350% 9/20/2010     36.25
FORD MOTOR CRED       5.750% 10/20/2010    46.00
FORD MOTOR CRED       6.000% 10/20/2010    45.00
FORD MOTOR CRED       8.625% 11/1/2010     54.00
FORD MOTOR CRED       5.800% 11/22/2010    45.00
FORD MOTOR CRED       5.600% 12/20/2010    53.31
FORD MOTOR CRED       5.650% 12/20/2010    37.00
FORD MOTOR CRED       6.000% 12/20/2010    46.98
FORD MOTOR CRED       5.150% 1/20/2011     24.00
FORD MOTOR CRED       7.375% 2/1/2011      50.00
FORD MOTOR CRED       5.100% 2/22/2011     39.86
FORD MOTOR CRED       5.250% 2/22/2011     44.66
FORD MOTOR CRED       5.200% 3/21/2011     35.00
FORD MOTOR CRED       5.250% 3/21/2011     34.00
FORD MOTOR CRED       5.250% 3/21/2011     37.61
FORD MOTOR CRED       5.300% 3/21/2011     35.10
FORD MOTOR CRED       5.600% 4/20/2011     19.31
FORD MOTOR CRED       5.700% 5/20/2011     42.00
FORD MOTOR CRED       6.150% 5/20/2011     31.50
FORD MOTOR CRED       6.200% 5/20/2011     38.00
FORD MOTOR CRED       6.050% 6/20/2011     37.86
FORD MOTOR CRED       6.200% 6/20/2011     42.76
FORD MOTOR CRED       6.250% 6/20/2011     37.92
FORD MOTOR CRED       6.250% 6/20/2011     24.79
FORD MOTOR CRED       5.650% 7/20/2011     32.00
FORD MOTOR CRED       5.900% 7/20/2011     17.03
FORD MOTOR CRED       9.875% 8/10/2011     44.25
FORD MOTOR CRED       5.550% 8/22/2011     26.50
FORD MOTOR CRED       5.600% 8/22/2011     16.24
FORD MOTOR CRED       5.750% 8/22/2011     41.04
FORD MOTOR CRED       5.800% 8/22/2011     36.12
US LEASING INTL       6.000% 9/6/2011      35.17
FORD MOTOR CO         9.500% 9/15/2011     42.00
FORD MOTOR CRED       5.500% 9/20/2011     36.00
FORD MOTOR CRED       5.600% 9/20/2011     29.17
FORD MOTOR CRED       5.400% 10/20/2011    43.00
FORD MOTOR CRED       5.400% 10/20/2011    27.00
FORD MOTOR CRED       5.450% 10/20/2011    34.83
FORD MOTOR CRED       5.500% 10/20/2011    35.01
FORD MOTOR CRED       7.250% 10/25/2011    45.22
FORD MOTOR CRED       5.600% 11/21/2011    12.98
FORD MOTOR CRED       5.600% 11/21/2011    31.41
FORD MOTOR CRED       5.650% 11/21/2011    32.00
FORD MOTOR CRED       5.750% 12/20/2011    36.00
FORD MOTOR CRED       5.850% 1/20/2012     33.00
FORD MOTOR CRED       6.000% 1/20/2012     36.83
FORD MOTOR CRED       5.750% 2/21/2012     30.28
FORD MOTOR CRED       7.350% 5/15/2012     26.53
FORD MOTOR CRED       7.800% 6/1/2012      49.00
FORD MOTOR CRED       7.000% 8/15/2012     25.00
FORD MOTOR CRED       7.050% 9/20/2013     31.00
FORD MOTOR CRED       7.100% 9/20/2013     25.44
FORD MOTOR CRED       7.100% 9/20/2013     24.17
FORD MOTOR CRED       6.600% 10/21/2013    30.10
FORD MOTOR CRED       6.650% 10/21/2013    12.00
FORD MOTOR CRED       6.750% 10/21/2013    24.90
FORD MOTOR CRED       6.500% 12/20/2013    29.00
FORD MOTOR CRED       6.000% 1/21/2014     21.50
FORD MOTOR CRED       5.750% 2/20/2014     19.68
FORD MOTOR CRED       6.000% 3/20/2014     19.62
FORD MOTOR CRED       6.000% 3/20/2014     22.69
FORD MOTOR CRED       6.000% 3/20/2014     21.88
FORD MOTOR CRED       6.050% 3/20/2014     25.63
FORD MOTOR CRED       6.200% 4/21/2014     25.22
FORD MOTOR CRED       6.350% 4/21/2014     21.00
FORD MOTOR CRED       6.850% 5/20/2014     22.79
FORD MOTOR CRED       6.950% 5/20/2014     24.00
FORD MOTOR CRED       6.650% 6/20/2014     26.00
FORD MOTOR CRED       6.750% 6/20/2014     27.00
FORD MOTOR CRED       6.800% 6/20/2014     24.75
FORD MOTOR CRED       6.550% 7/21/2014     25.30
FORD MOTOR CRED       6.000% 11/20/2014    21.10
FORD MOTOR CRED       6.000% 11/20/2014    19.95
FORD MOTOR CRED       6.050% 12/22/2014    21.50
FORD MOTOR CRED       6.250% 1/20/2015     24.00
FORD MOTOR CRED       6.500% 2/20/2015     14.36
FORD MOTOR CRED       6.800% 3/20/2015     23.47
FORD MOTOR CRED       7.350% 3/20/2015     18.76
FORD MOTOR CRED       7.250% 7/20/2017     16.78
FORD HOLDINGS         9.375% 3/1/2020      25.04
FORD MOTOR CO         9.215% 9/15/2021     28.48
FORD MOTOR CO         8.875% 1/15/2022     26.50
FEDDERS NORTH AM      9.875% 3/1/2014       1.25
FLEETWOOD ENTERP      5.000% 12/15/2023    89.20
FINLAY FINE JWLY      8.375% 6/1/2012      12.73
FRONTIER AIRLINE      5.000% 12/15/2025    25.00
FIBERTOWER CORP       9.000% 11/15/2012    34.81
ROUSE COMPANY         7.200% 9/15/2012     31.00
GENERAL MOTORS        7.200% 1/15/2011     39.97
GENERAL MOTORS        9.450% 11/1/2011     36.38
GENERAL MOTORS        7.125% 7/15/2013     24.83
GENERAL MOTORS        7.700% 4/15/2016     26.00
GENERAL MOTORS        8.800% 3/1/2021      22.00
GENERAL MOTORS        9.400% 7/15/2021     22.60
GENERAL MOTORS        8.250% 7/15/2023     25.25
GMAC                  4.650% 11/15/2008    95.87
GMAC                  4.700% 11/15/2008    92.97
GMAC                  4.750% 11/15/2008    98.50
GMAC                  6.250% 11/15/2008    95.50
GMAC                  6.500% 11/15/2008    98.00
GMAC                  4.250% 3/15/2009     80.11
GMAC                  5.625% 5/15/2009     75.50
GMAC                  5.500% 6/15/2009     70.44
GMAC                  6.700% 6/15/2009     72.63
GMAC                  5.050% 7/15/2009     67.29
GMAC                  5.100% 7/15/2009     60.95
GMAC                  5.250% 7/15/2009     67.00
GMAC                  5.250% 7/15/2009     66.85
GMAC                  6.800% 7/15/2009     70.11
GMAC                  6.850% 7/15/2009     65.94
GMAC                  7.000% 7/15/2009     67.94
GMAC                  5.000% 8/15/2009     44.00
GMAC                  5.000% 8/15/2009     63.00
GMAC                  5.100% 8/15/2009     62.43
GMAC                  5.250% 8/15/2009     61.77
GMAC                  5.250% 8/15/2009     63.59
GMAC                  7.000% 8/15/2009     66.35
GMAC                  7.125% 8/15/2009     68.70
GMAC                  7.150% 8/15/2009     61.00
GMAC                  7.200% 8/15/2009     59.00
GMAC                  5.000% 9/15/2009     60.00
GMAC                  5.000% 9/15/2009     58.82
GMAC                  5.000% 9/15/2009     58.81
GMAC                  5.100% 9/15/2009     64.19
GMAC                  7.000% 9/15/2009     60.00
GMAC                  7.000% 9/15/2009     61.16
GMAC                  4.900% 10/15/2009    52.00
GMAC                  4.900% 10/15/2009    51.50
GMAC                  4.950% 10/15/2009    59.25
GMAC                  5.000% 10/15/2009    61.19
GMAC                  6.850% 10/15/2009    44.00
GMAC                  7.000% 10/15/2009    47.50
GMAC                  7.000% 10/15/2009    51.00
GMAC                  7.050% 10/15/2009    52.00
GMAC                  5.200% 11/15/2009    58.40
GMAC                  5.200% 11/15/2009    62.04
GMAC                  5.250% 11/15/2009    48.27
GMAC                  5.250% 11/15/2009    70.87
GMAC                  5.350% 11/15/2009    50.00
GMAC                  6.800% 11/15/2009    65.91
GMAC                  7.000% 11/15/2009    65.00
GMAC                  7.000% 11/15/2009    65.00
GMAC                  7.250% 11/15/2009    66.91
GMAC                  5.350% 12/15/2009    39.12
GMAC                  5.350% 12/15/2009    58.50
GMAC                  5.400% 12/15/2009    51.52
GMAC                  5.400% 12/15/2009    57.14
GMAC                  7.000% 12/15/2009    58.00
GMAC                  5.300% 1/15/2010     46.00
GMAC                  5.500% 1/15/2010     52.00
GMAC                  5.750% 1/15/2010     49.00
GMAC                  6.000% 1/15/2010     35.71
GMAC                  7.000% 1/15/2010     55.68
GMAC                  7.250% 1/15/2010     47.00
GMAC                  5.850% 2/15/2010     59.05
GMAC                  6.000% 2/15/2010     52.85
GMAC                  6.000% 2/15/2010     46.00
GMAC                  6.050% 3/15/2010     43.21
GMAC                  6.150% 3/15/2010     56.79
GMAC                  6.500% 3/15/2010     48.25
GMAC                  7.000% 3/15/2010     40.00
GMAC                  8.050% 4/15/2010     57.29
GMAC                  8.400% 4/15/2010     55.00
GMAC                  8.500% 5/15/2010     51.55
GMAC                  8.000% 6/15/2010     35.16
GMAC                  8.000% 6/15/2010     59.03
GMAC                  8.000% 6/15/2010     59.20
GMAC                  8.000% 7/15/2010     43.25
GMAC                  8.000% 7/15/2010     34.42
GMAC                  8.200% 7/15/2010     38.43
GMAC                  8.000% 9/15/2010     57.50
GMAC                  8.500% 10/15/2010    35.00
GMAC                  8.500% 10/15/2010    40.50
GMAC LLC              6.000% 4/1/2011      44.50
GMAC                  6.750% 9/15/2011     45.83
GMAC                  6.625% 10/15/2011    33.00
GMAC                  6.750% 10/15/2011    26.75
GMAC                  6.750% 10/15/2011    28.73
GMAC                  7.000% 10/15/2011    31.00
GMAC LLC              6.000% 12/15/2011    45.50
GMAC LLC              6.625% 5/15/2012     43.00
GMAC                  6.500% 7/15/2012     32.82
GMAC LLC              6.750% 7/15/2012     14.15
GMAC                  7.125% 8/15/2012     26.12
GMAC                  7.250% 8/15/2012     26.64
GMAC                  6.875% 8/28/2012     40.00
GMAC                  6.750% 9/15/2012     32.00
GMAC                  6.750% 9/15/2012     33.00
GMAC                  7.000% 9/15/2012     37.96
GMAC                  7.100% 9/15/2012     30.23
GMAC                  6.750% 10/15/2012    22.74
GMAC                  6.875% 10/15/2012    33.00
GMAC                  7.000% 10/15/2012    26.35
GMAC                  7.500% 10/15/2012    16.75
GMAC                  7.750% 10/15/2012    15.65
GMAC                  7.000% 11/15/2012    31.13
GMAC                  7.150% 11/15/2012    30.00
GMAC                  7.625% 11/15/2012    17.20
GMAC                  7.875% 11/15/2012    26.50
GMAC                  7.000% 12/15/2012    30.00
GMAC                  7.125% 12/15/2012    29.00
GMAC                  7.250% 12/15/2012    26.75
GMAC                  7.250% 12/15/2012    34.00
GMAC                  7.000% 1/15/2013     26.50
GMAC                  7.100% 1/15/2013     29.10
GMAC                  7.100% 1/15/2013     27.49
GMAC                  6.450% 2/15/2013     30.00
GMAC                  6.500% 2/15/2013     20.10
GMAC                  6.800% 2/15/2013     21.00
GMAC                  6.400% 3/15/2013     30.00
GMAC                  6.500% 3/15/2013     24.24
GMAC                  6.500% 4/15/2013     30.00
GMAC                  6.750% 4/15/2013     24.15
GMAC                  6.750% 4/15/2013     31.13
GMAC                  6.800% 4/15/2013     22.50
GMAC                  6.875% 4/15/2013     30.00
GMAC                  5.850% 5/15/2013     25.00
GMAC                  6.100% 5/15/2013     25.00
GMAC                  6.350% 5/15/2013     22.50
GMAC                  6.500% 5/15/2013     22.00
GMAC                  5.700% 6/15/2013     10.00
GMAC                  5.850% 6/15/2013     23.75
GMAC                  5.850% 6/15/2013     26.00
GMAC                  6.000% 7/15/2013     19.50
GMAC                  6.250% 7/15/2013     17.50
GMAC                  5.700% 10/15/2013    25.00
GMAC                  6.250% 10/15/2013    26.00
GMAC                  6.300% 10/15/2013    19.00
GMAC                  6.000% 11/15/2013    27.95
GMAC                  6.150% 11/15/2013    30.00
GMAC                  6.200% 11/15/2013    26.00
GMAC                  6.250% 11/15/2013    23.00
GMAC                  5.700% 12/15/2013    20.10
GMAC                  5.900% 12/15/2013    21.88
GMAC                  5.250% 1/15/2014     21.00
GMAC                  5.750% 1/15/2014     21.00
GMAC                  6.700% 5/15/2014     27.82
GMAC                  6.700% 6/15/2014     14.13
GMAC                  6.750% 6/15/2014     23.88
GMAC                  9.000% 7/15/2015     25.13
GMAC                  8.000% 8/15/2015     16.00
GMAC                  8.400% 8/15/2015     26.73
GMAC                  6.750% 8/15/2016     20.22
GMAC                  7.500% 11/15/2016    21.50
GMAC                  7.000% 6/15/2017     20.33
GMAC                  7.000% 7/15/2017     22.00
GMAC                  7.250% 9/15/2017     20.50
GMAC                  8.000% 10/15/2017    14.75
GMAC                  8.000% 11/15/2017    21.86
GMAC                  7.400% 12/15/2017    21.00
GMAC                  7.300% 1/15/2018     19.38
GMAC                  7.000% 2/15/2018     21.00
GMAC                  7.000% 2/15/2018     10.50
GMAC                  6.750% 3/15/2018     20.81
GMAC                  6.700% 6/15/2018     20.20
GMAC                  6.900% 7/15/2018     19.00
GMAC                  6.750% 9/15/2018     18.13
GMAC                  6.800% 9/15/2018     14.80
GMAC                  7.250% 9/15/2018     19.50
GMAC                  6.750% 10/15/2018    18.08
GMAC                  6.500% 12/15/2018    16.00
GMAC                  5.900% 1/15/2019     16.00
GMAC                  6.000% 4/15/2019     17.40
GMAC                  7.150% 3/15/2025     19.00
GENWORTH GLOBAL       6.050% 4/15/2033     14.75
GLOBALSTAR INC        5.750% 4/1/2028      16.00
REALOGY CORP         10.500% 4/15/2014     26.03
REALOGY CORP         12.375% 4/15/2015     20.00
HERBST GAMING         8.125% 6/1/2012       6.00
HERBST GAMING         7.000% 11/15/2014     5.00
PARK PLACE ENT        7.875% 3/15/2010     60.13
HARRAHS OPER CO       5.500% 7/1/2010      49.83
PARK PLACE ENT        8.125% 5/15/2011     39.50
HARRAHS OPER CO       5.375% 12/15/2013    22.00
HARRAHS OPER CO       5.625% 6/1/2015      18.00
HARRAHS OPER CO       6.500% 6/1/2016      18.85
HARRAHS OPER CO       5.750% 10/1/2017     15.63
HINES NURSERIES      10.250% 10/1/2011     12.00
K HOVNANIAN ENTR      6.000% 1/15/2010     70.25
HOUSEHOLD FIN CO      6.500% 11/15/2008    99.70
HOUSEHOLD FIN CO      4.125% 12/15/2008    99.80
HAWAIIAN TELCOM       9.750% 5/1/2013      16.05
HAWAIIAN TELCOM      12.500% 5/1/2015       5.00
BORDEN INC            8.375% 4/15/2016     22.63
IDEARC INC            8.000% 11/15/2016    18.75
INN OF THE MOUNT     12.000% 11/15/2010    45.50
KEMET CORP            2.250% 11/15/2026    28.00
KIMBALL HILL INC     10.500% 12/15/2012     2.55
KELLWOOD CO           7.875% 7/15/2009     50.10
LITHIA MOTORS         2.875% 5/1/2014      81.00
LAZYDAYS RV          11.750% 5/15/2012     38.00
US AIRWAYS GROUP      7.000% 9/30/2020     59.00
LEAR CORP             8.500% 12/1/2013     36.00
LEHMAN BROS HLDG      4.000% 8/3/2009      10.00
LEHMAN BROS HLDG      7.200% 8/15/2009      8.50
LEHMAN BROS HLDG     12.120% 9/11/2009      8.63
LEHMAN BROS HLDG      7.875% 11/1/2009     10.00
LEHMAN BROS HLDG      3.950% 11/10/2009    10.50
LEHMAN BROS HLDG      4.250% 1/27/2010     11.50
LEHMAN BROS HLDG      4.500% 7/26/2010      9.00
LEHMAN BROS HLDG      7.875% 8/15/2010      8.75
LEHMAN BROS HLDG      4.375% 11/30/2010     9.25
LEHMAN BROS HLDG      5.000% 1/14/2011      9.00
LEHMAN BROS HLDG      6.000% 4/1/2011      12.00
LEHMAN BROS HLDG      5.750% 4/25/2011     10.00
LEHMAN BROS HLDG      5.750% 7/18/2011      9.50
LEHMAN BROS HLDG      4.500% 8/3/2011       7.00
LEHMAN BROS HLDG      6.625% 1/18/2012     10.50
LEHMAN BROS HLDG      5.250% 2/6/2012       9.50
LEHMAN BROS HLDG      0.250% 6/29/2012      8.63
LEHMAN BROS HLDG      6.000% 7/19/2012     10.88
LEHMAN BROS HLDG      5.000% 1/22/2013      7.06
LEHMAN BROS HLDG      5.625% 1/24/2013     11.38
LEHMAN BROS HLDG      5.100% 1/28/2013      7.00
LEHMAN BROS HLDG      5.000% 2/11/2013      5.50
LEHMAN BROS HLDG      4.800% 2/27/2013      8.50
LEHMAN BROS HLDG      4.700% 3/6/2013       7.00
LEHMAN BROS HLDG      5.000% 3/27/2013      6.89
LEHMAN BROS HLDG      5.750% 5/17/2013     10.00
LEHMAN BROS HLDG      2.000% 8/1/2013       8.63
LEHMAN BROS HLDG      5.250% 1/30/2014     20.00
LEHMAN BROS HLDG      4.800% 3/13/2014      9.50
LEHMAN BROS HLDG      5.000% 8/3/2014       8.25
LEHMAN BROS HLDG      6.200% 9/26/2014     11.25
LEHMAN BROS HLDG      5.150% 2/4/2015       7.06
LEHMAN BROS HLDG      5.250% 2/11/2015      7.06
LEHMAN BROS HLDG      8.800% 3/1/2015      10.25
LEHMAN BROS HLDG      8.500% 8/1/2015      10.81
LEHMAN BROS HLDG      5.000% 8/5/2015       9.29
LEHMAN BROS HLDG      5.000% 12/18/2015     7.06
LEHMAN BROS HLDG      5.500% 4/4/2016      10.00
LEHMAN BROS HLDG      5.750% 1/3/2017       0.05
LEHMAN BROS HLDG      8.920% 2/16/2017      9.50
LEHMAN BROS HLDG      6.500% 7/19/2017      0.01
LEHMAN BROS HLDG     11.000% 10/25/2017    10.00
LEHMAN BROS HLDG      5.875% 11/15/2017     9.50
LEHMAN BROS HLDG      6.750% 12/28/2017     0.50
LEHMAN BROS HLDG      5.600% 1/22/2018      8.00
LEHMAN BROS HLDG      5.700% 1/28/2018      7.50
LEHMAN BROS HLDG      5.500% 2/4/2018       8.63
LEHMAN BROS HLDG      5.550% 2/11/2018      3.00
LEHMAN BROS HLDG      5.500% 2/19/2018      6.50
LEHMAN BROS HLDG      5.350% 2/25/2018      3.50
LEHMAN BROS HLDG      6.875% 5/2/2018      11.25
LEHMAN BROS HLDG      5.500% 11/4/2018      7.00
LEHMAN BROS HLDG      8.050% 1/15/2019      8.63
LEHMAN BROS HLDG      4.000% 4/16/2019      6.88
LEHMAN BROS HLDG      6.000% 1/22/2020      6.17
LEHMAN BROS HLDG      6.000% 2/12/2020      6.10
LEHMAN BROS HLDG      5.100% 2/15/2020      4.13
LEHMAN BROS HLDG      5.500% 2/27/2020      2.50
LEHMAN BROS HLDG      5.400% 3/6/2020       8.63
LEHMAN BROS HLDG      5.250% 3/8/2020       2.60
LEHMAN BROS HLDG      5.350% 3/13/2020     13.06
LEHMAN BROS HLDG      5.400% 3/20/2020      9.50
LEHMAN BROS HLDG      5.200% 5/13/2020      4.00
LEHMAN BROS HLDG      5.800% 9/3/2020       3.00
LEHMAN BROS HLDG      6.000% 1/29/2021      3.50
LEHMAN BROS HLDG      6.250% 2/5/2021       5.00
LEHMAN BROS HLDG      8.500% 6/15/2022      6.38
LEHMAN BROS HLDG      6.750% 7/1/2022       7.00
LEHMAN BROS HLDG      6.600% 10/3/2022      6.41
LEHMAN BROS HLDG      6.400% 10/11/2022     9.50
LEHMAN BROS HLDG      9.000% 12/28/2022     8.63
LEHMAN BROS HLDG      9.500% 1/30/2023      8.75
LEHMAN BROS HLDG      6.250% 2/22/2023      6.75
LEHMAN BROS HLDG      9.500% 2/27/2023      7.00
LEHMAN BROS HLDG      6.500% 2/28/2023      9.50
LEHMAN BROS HLDG      6.500% 3/6/2023       9.00
LEHMAN BROS HLDG     10.000% 3/13/2023      8.63
LEHMAN BROS HLDG      5.500% 3/14/2023      6.25
LEHMAN BROS HLDG      8.000% 3/17/2023      8.63
LEHMAN BROS HLDG      5.750% 3/27/2023      5.00
LEHMAN BROS HLDG      5.500% 4/8/2023       5.50
LEHMAN BROS HLDG      5.500% 4/15/2023      1.26
LEHMAN BROS HLDG      5.500% 4/23/2023      5.06
LEHMAN BROS HLDG      5.250% 5/20/2023      6.00
LEHMAN BROS HLDG      5.000% 5/30/2023      3.26
LEHMAN BROS HLDG      5.000% 6/10/2023      6.00
LEHMAN BROS HLDG      5.000% 6/17/2023      6.00
LEHMAN BROS HLDG      4.800% 6/24/2023      6.00
LEHMAN BROS HLDG      5.500% 8/5/2023       4.41
LEHMAN BROS HLDG      6.100% 8/12/2023      8.40
LEHMAN BROS HLDG      5.750% 9/16/2023      8.56
LEHMAN BROS HLDG      5.600% 9/23/2023      6.00
LEHMAN BROS HLDG      5.500% 10/7/2023      7.50
LEHMAN BROS HLDG      5.750% 10/15/2023     9.50
LEHMAN BROS HLDG      5.750% 10/21/2023     5.00
LEHMAN BROS HLDG      5.750% 11/12/2023     8.06
LEHMAN BROS HLDG      5.750% 11/25/2023    10.00
LEHMAN BROS HLDG      5.450% 3/15/2025      7.00
LEHMAN BROS INC       7.500% 8/1/2026      10.50
LEHMAN BROS HLDG      6.200% 6/15/2027      8.10
LEHMAN BROS HLDG      6.625% 7/27/2027      5.00
LEHMAN BROS HLDG      6.500% 9/20/2027      7.00
LEHMAN BROS HLDG      7.000% 9/27/2027     10.00
LEHMAN BROS HLDG      6.500% 10/18/2027     3.00
LEHMAN BROS HLDG      6.500% 10/25/2027     6.00
LEHMAN BROS HLDG     11.000% 3/17/2028      8.63
LEHMAN BROS HLDG      6.000% 10/23/2028     3.26
LEHMAN BROS HLDG      6.000% 11/18/2028     5.90
LEHMAN BROS HLDG      5.750% 12/16/2028     2.13
LEHMAN BROS HLDG      5.750% 12/23/2028     6.00
LEHMAN BROS HLDG      5.500% 1/27/2029      7.06
LEHMAN BROS HLDG      5.500% 2/3/2029       5.00
LEHMAN BROS HLDG      5.700% 2/10/2029      6.00
LEHMAN BROS HLDG      5.600% 2/17/2029      7.50
LEHMAN BROS HLDG      5.600% 2/24/2029      5.00
LEHMAN BROS HLDG      5.600% 3/2/2029       7.90
LEHMAN BROS HLDG      5.550% 3/9/2029       1.02
LEHMAN BROS HLDG      5.400% 3/30/2029      7.06
LEHMAN BROS HLDG      5.450% 4/6/2029      12.50
LEHMAN BROS HLDG      5.700% 4/13/2029      5.70
LEHMAN BROS HLDG      5.900% 5/4/2029       6.06
LEHMAN BROS HLDG      6.000% 5/11/2029      4.00
LEHMAN BROS HLDG      6.200% 5/25/2029      5.00
LEHMAN BROS HLDG      6.050% 6/29/2029     12.00
LEHMAN BROS HLDG      6.000% 7/20/2029      5.22
LEHMAN BROS HLDG      5.750% 8/24/2029      7.06
LEHMAN BROS HLDG      5.700% 9/7/2029       9.50
LEHMAN BROS HLDG      5.750% 9/14/2029      6.06
LEHMAN BROS HLDG      5.750% 10/12/2029     5.00
LEHMAN BROS HLDG      5.650% 11/23/2029     6.17
LEHMAN BROS HLDG      5.700% 12/14/2029     6.00
LEHMAN BROS HLDG      5.550% 1/25/2030      9.75
LEHMAN BROS HLDG      5.450% 2/22/2030      7.00
LEHMAN BROS HLDG      5.600% 2/25/2030      6.50
LEHMAN BROS HLDG      5.625% 3/15/2030      4.42
LEHMAN BROS HLDG      5.750% 3/29/2030      3.00
LEHMAN BROS HLDG      5.600% 5/3/2030       7.88
LEHMAN BROS HLDG      5.350% 6/14/2030      8.40
LEHMAN BROS HLDG      5.400% 6/21/2030      6.75
LEHMAN BROS HLDG      5.450% 7/19/2030      8.63
LEHMAN BROS HLDG      5.500% 8/2/2030       5.00
LEHMAN BROS HLDG      5.650% 8/16/2030      5.70
LEHMAN BROS HLDG      5.450% 9/20/2030      2.02
LEHMAN BROS HLDG      5.800% 10/25/2030     8.83
LEHMAN BROS HLDG      5.850% 11/8/2030     13.75
LEHMAN BROS HLDG      5.950% 12/20/2030     9.00
LEHMAN BROS HLDG      5.900% 2/7/2031       5.50
LEHMAN BROS HLDG      6.000% 3/21/2031      7.70
LEHMAN BROS HLDG      6.150% 4/11/2031     10.05
LEHMAN BROS HLDG      6.850% 8/16/2032      7.50
LEHMAN BROS HLDG      6.850% 8/23/2032      9.50
LEHMAN BROS HLDG      6.900% 9/1/2032       9.50
LEHMAN BROS HLDG      6.800% 9/7/2032       6.50
LEHMAN BROS HLDG      7.000% 10/4/2032      6.88
LEHMAN BROS HLDG      6.500% 11/15/2032     6.75
LEHMAN BROS HLDG      6.500% 1/17/2033      5.00
LEHMAN BROS HLDG      6.750% 3/11/2033      9.50
LEHMAN BROS HLDG      6.000% 4/30/2034      4.56
LEHMAN BROS HLDG      6.000% 7/30/2034      6.17
LEHMAN BROS HLDG      5.550% 12/31/2034     7.83
LEHMAN BROS HLDG      5.650% 12/31/2034     8.20
LEHMAN BROS HLDG      6.000% 2/21/2036      3.56
LEHMAN BROS HLDG      6.000% 2/24/2036      2.13
LEHMAN BROS HLDG      6.900% 6/20/2036      8.50
LEHMAN BROS HLDG      6.400% 12/19/2036     9.00
LEHMAN BROS HLDG      6.500% 12/22/2036     7.56
LEHMAN BROS HLDG      6.000% 2/12/2037      3.00
LEHMAN BROS HLDG      6.500% 2/13/2037      7.00
LEHMAN BROS HLDG      6.300% 3/27/2037      7.50
LEHMAN BROS HLDG      6.500% 6/21/2037      8.90
LEHMAN BROS HLDG      6.500% 7/13/2037      4.88
LEHMAN BROS HLDG      6.875% 7/17/2037      0.06
LEHMAN BROS HLDG      7.000% 7/27/2037      9.50
LEHMAN BROS HLDG      7.000% 9/28/2037      7.00
LEHMAN BROS HLDG      6.750% 10/26/2037     6.00
LEHMAN BROS HLDG      7.000% 11/16/2037     8.63
LEHMAN BROS HLDG      7.000% 12/28/2037     7.20
LEHMAN BROS HLDG      7.000% 1/31/2038      7.00
LEHMAN BROS HLDG      7.000% 2/1/2038       5.90
LEHMAN BROS HLDG      7.000% 2/8/2038       8.50
LEHMAN BROS HLDG      7.050% 2/27/2038      5.17
LEHMAN BROS HLDG      7.250% 2/27/2038     11.50
LEHMAN BROS HLDG      7.100% 3/25/2038      9.00
LEHMAN BROS HLDG      7.000% 4/22/2038      5.04
LEHMAN BROS HLDG      7.250% 4/29/2038      8.63
LEHMAN BROS HLDG      7.350% 5/6/2038      10.00
LIBERTY FINL          6.750% 11/15/2008    97.00
CHENIERE ENERGY       2.250% 8/1/2012      16.00
LANDRY'S RESTAUR      9.500% 12/15/2014    89.25
LIFECARE HOLDING      9.250% 8/15/2013     35.00
LEVEL 3 COMM INC     11.500% 3/1/2010      57.20
LEVEL 3 COMM INC      6.000% 3/15/2010     66.50
LEVEL 3 COMM INC      2.875% 7/15/2010     52.53
LEVEL 3 COMM INC     10.000% 5/1/2011      50.50
MAJESTIC STAR         9.500% 10/15/2010    39.00
MAJESTIC STAR         9.750% 1/15/2011     10.00
MAGNA ENTERTAINM      7.250% 12/15/2009    51.00
MAGNA ENTERTAINM      8.550% 6/15/2010     46.20
MERRILL LYNCH         8.400% 3/9/2011      90.50
MFCCN-CALL11/08       5.050% 11/15/2013    94.46
MFCCN-CALL11/08       5.100% 11/15/2013    96.81
MANDALAY RESORTS      9.375% 2/15/2010     77.50
MASONITE CORP        11.000% 4/6/2015      12.00
MORRIS PUBLISH        7.000% 8/1/2013      10.44
MRS FIELDS           11.500% 3/15/2011     51.00
MORGAN ST DEAN W      1.250% 12/30/2008    74.25
MUZAK LLC/FIN        10.000% 2/15/2009     85.00
NORTH ATL TRADNG      9.250% 3/1/2012      28.00
NATL CITY CORP        5.750% 2/1/2009      99.75
NATL CITY CORP        3.125% 4/30/2009     85.45
NEFF CORP            10.000% 6/1/2015      18.00
NEWARK GROUP INC      9.750% 3/15/2014     30.00
LEINER HEALTH        11.000% 6/1/2012      21.00
OSCIENT PHARM         3.500% 4/15/2011     25.75
OSCIENT PHARM         3.500% 4/15/2011      8.75
OSI RESTAURANT       10.000% 6/15/2015     25.25
PALM HARBOR           3.250% 5/15/2024     40.25
PLIANT CORP          11.125% 9/1/2009      42.00
PLY GEM INDS          9.000% 2/15/2012     31.00
PINNACLE AIRLINE      3.250% 2/15/2025     61.50
PILGRIM'S PRIDE       8.375% 5/1/2017      22.00
PRIMUS TELECOM       12.750% 10/15/2009    69.89
PRIMUS TELECOM        3.750% 9/15/2010     51.75
PRIMUS TELECOM        8.000% 1/15/2014     22.00
POPE & TALBOT         8.375% 6/1/2013       1.10
NUTRITIONAL SRC      10.125% 8/1/2009      21.50
QUALITY DISTRIBU      9.000% 11/15/2010    37.00
RITE AID CORP         6.875% 8/15/2013     36.84
RITE AID CORP         9.375% 12/15/2015    37.06
RAFAELLA APPAREL     11.250% 6/15/2011     38.75
RADIAN GROUP          7.750% 6/1/2011      47.75
RESIDENTIAL CAP       8.375% 6/30/2010     19.00
RESIDENTIAL CAP       8.000% 2/22/2011     17.00
RESIDENTIAL CAP       8.500% 6/1/2012      14.00
RESIDENTIAL CAP       8.500% 4/17/2013     10.00
RESIDENTIAL CAP       8.875% 6/30/2015     21.00
RH DONNELLEY          6.875% 1/15/2013     24.50
RH DONNELLEY          6.875% 1/15/2013     29.00
RH DONNELLEY          6.875% 1/15/2013     24.25
DEX MEDIA WEST        9.875% 8/15/2013     31.00
DEX MEDIA INC         8.000% 11/15/2013    25.00
RH DONNELLEY          8.875% 1/15/2016     21.00
RH DONNELLEY          8.875% 10/15/2017    24.08
ISTAR FINANCIAL       5.375% 4/15/2010     51.00
ISTAR FINANCIAL       6.000% 12/15/2010    48.50
ISTAR FINANCIAL       5.800% 3/15/2011     52.00
ISTAR FINANCIAL       5.125% 4/1/2011      47.00
SEARS ROEBUCK AC      5.750% 1/20/2009     90.00
SEARS ROEBUCK AC      6.050% 3/30/2009     88.00
SEARS ROEBUCK AC      7.500% 1/15/2013     32.25
SIRIUS SATELLITE      2.500% 2/15/2009     85.50
XM SATELLITE         10.000% 12/1/2009     44.63
SIRIUS SATELLITE      9.625% 8/1/2013      33.50
SIX FLAGS INC         8.875% 2/1/2010      49.00
SIX FLAGS INC         9.750% 4/15/2013     21.00
SIX FLAGS INC         9.625% 6/1/2014      28.50
STANDARD MTR          6.750% 7/15/2009     80.00
SPECTRUM BRANDS       7.375% 2/1/2015      38.00
STANLEY-MARTIN        9.750% 8/15/2015     25.00
STATION CASINOS       6.000% 4/1/2012      36.00
STATION CASINOS       6.500% 2/1/2014      11.50
STATION CASINOS       6.875% 3/1/2016      15.00
STATION CASINOS       6.625% 3/15/2018     13.25
SERVICEMASTER CO      7.100% 3/1/2018      21.00
TEKNI-PLEX INC       12.750% 6/15/2010     65.00
TOUSA INC             9.000% 7/1/2010      16.00
TOUSA INC             9.000% 7/1/2010      20.00
TOUSA INC             7.500% 3/15/2011      0.88
TOUSA INC            10.375% 7/1/2012       0.50
TOUSA INC             7.500% 1/15/2015      2.75
TOYOTA-CALL11/08      5.450% 11/20/2014    97.77
TOYOTA-CALL11/08      5.450% 11/21/2016    98.00
TRIBUNE CO            5.670% 12/8/2008     94.00
TRIBUNE CO            4.875% 8/15/2010     41.50
TIMES MIRROR CO       7.250% 3/1/2013      24.00
TRIBUNE CO            5.250% 8/15/2015     20.00
TRUMP ENTERTNMNT      8.500% 6/1/2015      24.50
WIMAR OP LLC/FIN      9.625% 12/15/2014     4.50
TRUE TEMPER           8.375% 9/15/2011     40.00
TRONOX WORLDWIDE      9.500% 12/1/2012     21.50
JAZZ TECHNOLOGIE      8.000% 12/31/2011    40.00
RJ TOWER CORP        12.000% 6/1/2013       2.00
UAL CORP              5.000% 2/1/2021      41.51
USEC INC              6.750% 1/20/2009     95.00
VISTEON CORP          8.250% 8/1/2010      52.00
VISTEON CORP          7.000% 3/10/2014     27.00
VISTEON CORP         12.250% 12/31/2016    34.83
VION PHARM INC        7.750% 2/15/2012     22.00
VICORP RESTAURNT     10.500% 4/15/2011      6.75
VERENIUM CORP         5.500% 4/1/2027      19.09
VESTA INSUR GRP       8.750% 7/15/2025      1.00
WCI COMMUNITIES       9.125% 5/1/2012      20.00
WCI COMMUNITIES       7.875% 10/1/2013     19.00
WCI COMMUNITIES       6.625% 3/15/2015     23.75
WILLIAM LYON          7.625% 12/15/2012    21.00
WILLIAM LYON         10.750% 4/1/2013      21.00
WILLIAM LYON          7.500% 2/15/2014     21.00
WOLVERINE TUBE       10.500% 4/1/2009      92.00
WASH MUTUAL INC       4.000% 1/15/2009     57.00
WASH MUTUAL INC       4.200% 1/15/2010     57.00
WASH MUTUAL INC       8.250% 4/1/2010      15.98
WASH MUT BANK NV      5.550% 6/16/2010     23.00
WASH MUTUAL INC       4.625% 4/1/2014      15.00
WASH MUTUAL INC       7.250% 11/1/2017     14.11
YOUNG BROADCSTNG     10.000% 3/1/2011       8.25
YOUNG BROADCSTNG      8.750% 1/15/2014      7.75

                             *********

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.

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.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Joseph Medel C. Martirez, Sheryl Joy P. Olano, Ma. Cristina I.
Canson, Carlo Alejandro B. Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***