TCR_Public/070710.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 10, 2007, Vol. 11, No. 161

                             Headlines

AES CORPORATION: Catherine Freeman Named as Deputy CFO
AES CORPORATION: Mary Wood Named as Vice-President & Controller
AFFINITY GROUP: S&P Revises Outlook to Positive from Stable
ALERIS INTL: Inks Deal to Acquire Wabash Alloys for $194 Million
AMP'D MOBILE: Court Aprroves BSI as Claims & Noticing Agent

AMP'D MOBILE: Committee Selects FTI as Financial Advisors
ARINC INC: Carlyle Agreement Cues Moody's to Review Ratings
BANC OF AMERICA: Moody's Affirms Low-B Ratings on Six Certificates
BEAR STEARNS: Moody's Holds Low-B Ratings on Six 2005-PWR9 Certs.
BEAR STEARNS: Moody's Puts Definitive Rating on 2007-PWR16 Certs.

BELLEVUE HOLDINGS: Voluntary Chapter 11 Case Summary
BOLL WEEVIL: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Settlement Joint Hearings Scheduled on July 24
CMS ENERGY: Posts $215 Million Net Loss in Quarter Ended March 31
COMPUCOM SYSTEMS: Moody's Reviews B2 Corporate Family Rating

COMPUCOM SYSTEMS: S&P Puts B+ Corp. Credit Rating on Neg. Watch
CREDIT SUISSE: Moody's Puts Low-B Ratings on Three 2005-C6 Certs.
CREDIT SUISSE: Moody's Holds Low-B Ratings on Six 2005-C4 Certs.
DELTA AIR: Fitch Puts EETC's Ratings on Positive Watch
ENVIRONMENTAL SERVICE: Posts $1.1 Million Net Loss in 1st Quarter

FAIRFAX FINANCIAL: Earns $110.9 Million in Quarter Ended March 31
FAREPORT CAPITAL: Defaults on Seventeen Secured Debentures
FERRO CORP: Richard Hipple Elected to Board's Finance Committee
FORD MOTOR: Submits Bid for Romanian Auto Assembly Plant
FORD MOTOR: Sets July 19 Deadline for Jaguar & Land Rover Bids

GAMESTOP CORP: Board Okays Redemption of Sr. Floating Rate Notes
HEALTH CHEM: March 31 Balance Sheet Upside-down by $17.1 Million
HEXION SPECIALTY: Apollo Ups Offer for Huntsman to $28 Per Share
HUNTSMAN CORP: Apollo Increases Offer to $28 Per Share
ION MEDIA: March 31 Balance Sheet Upside-down by $1.9 Billion

JP MORGAN: Moody's Affirms Low-B Ratings on Six 2005-CIBC13 Certs.
JP MORGAN: Moody's Holds Low-B Ratings on Six 2005-CIBC12 Certs.
JP MORGAN: Moody's Affirms Low-B Ratings on Six 2005-LDP4 Certs.
LEAR CORP: American Real Ups Offer to $37.25 Per Share
LEAR CORP: To Adjourn Annual Meeting to July 16 on Amended Offer

LID LTD: Court Extends Use of Cash Collateral Until July 15
LIFEPOINT HOSPITALS: Earns $29.8 Million in Quarter Ended March 31
LIMITED BRANDS: Completes Sale of 75% Express Stake to Golden Gate
LIMITED BRANDS: Transfers 75% Limited Stores Stake to Sun Capital
MAIDENFORM BRANDS: S&P Rates $150 Mil. Senior Bank Facility at BB+

MEGA BRANDS: S&P Affirms Corporate Credit Rating at B+
MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates
MILLENNIUM PACIFIC: Involuntary Chapter 11 Case Summary
MORGAN STANLEY: Moody's Holds Low-B Ratings on Six 2005-HQ7 Certs.
MORGAN STANLEY: Moody's Rates Class B-4 Certificates at (P)Ba1

NAVIOS MARITIME: Commences $300 Million Sr. Notes Exchange Offer
NETWORK COMMS: S&P Affirms Bank Loan Rating at BB-
NOMURA ASSET: Fitch Holds BB+ Rating on Two Class Issues
NORTHWEST AIRLINES: Fitch Puts EETC's Ratings on Positive Watch
PATRICK MAGINNIS: Voluntary Chapter 11 Case Summary

PENN NATIONAL: Inks Deal to Buy Kennel Club's Florida Affiliate
RADIATION THERAPY: S&P Affirms Bank Loan Rating at BB
RAG SHOPS: U.S. Trustee Wants Court to Appoint Chapter 11 Trustee
RAG SHOPS: Can Obtain Up to $18.5 Million in DIP Financing
RAG SHOPS: Cooley Godward Approved as Committee's Counsel

REABLE THERAPEUTICS: S&P Rates $55 Million Term Loan Add-On at B+
RJ GATORS: Section 341(a) Creditors Meeting Scheduled on July 27
RJ GATORS: Court Sets October 25 as Claims Filing Deadline
RM PRECISION: Case Summary & 20 Largest Unsecured Creditors
ROBBINSDALE APARTMENTS: Case Summary & 3 Largest Unsec. Creditors

SAMSONITE CORP: CVC Capital Deal Cues Moody's to Review Rating
SANDRA ROTHMAN: Case Summary & Three Largest Unsecured Creditors
SOLECTRON CORP: Earns $12.1 Million in Three Months Ended June 1
SOLOMON DWEK: Court Okays Schonbraun McCann as Trustee's Appraiser
SOLOMON DWEK: Removal Period for Pending Cases Extended to Aug. 29

STRUCTURED ASSET: S&P Puts Default Ratings on Two Classes
TEEKAY CORP: S&P Affirms Long-Term Corporate Credit Rating at BB+
TRANSWITCH CORP: Completes Exchange Offer for 5.45% Notes
TRIPOS INC: Common Stock Delisted from Nasdaq Effective July 6
TWEETER HOME: Committee Wants to Retain Otterboug as Lead Counsel

UNIQUE RIGGING: Case Summary & 21 Largest Unsecured Creditors
VERTRUE INC: Board Adopts Stockholder Protection Rights Deal
VIRAGEN INC: Affirms Delisting of Sttock on AMEX
VIRGIN MEDIA: Receives Takeover Bid; Initiates Strategic Review
WACHOVIA BANK: Moody's Affirms Low-B Ratings on Five Certificates

WAMU COMMERCIAL: Moody's Assigns Low-B Ratings to Six Certificates
WASHINGTON MUTUAL: Fitch Affirms Low-B Ratings on Nine Classes
WENDYS INTERNATIONAL: Discloses Second Quarter Same-Store Sales
WILD WEST: Files for Bankruptcy Protection in Kansas
WILD WEST: Case Summary & 20 Largest Unsecured Creditors

WINN'S HAULING: Wants to Employ Robert Hansen as Accountant

* Large Companies with Insolvent Balance Sheets

                             *********

AES CORPORATION: Catherine Freeman Named as Deputy CFO
------------------------------------------------------
The AES Corporation's Board of Directors appointed Catherine
Freeman to the position of Deputy Chief Financial Officer.  Ms.
Freeman previously held the title of Vice President and
Controller.

In her new role, Ms. Freeman's principal responsibility will be to
review and ensure adequate and consistent application of AES
financial policies and controls across the Company's subsidiaries.  
In this role, Ms. Freeman will act as a member of the board of
directors of certain publicly traded subsidiaries of AES and shall
provide technical and corporate governance support for those
boards, including their respective financial audit committees.  
She will also be responsible for assisting with the review of the
financial controls and audits at the company's subsidiaries,
including their technical performance, staffing and quality
assurance programs.

Ms. Freeman joined the company in 2004 as Vice President and
Controller, and in that position maintained the
company's accounting functions and managed our global financial
controls.

AES Corp. -- http://www.aes.com/-- is a global power company.   
The company operates in South America, Europe, Africa, Asia and
the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the company delivers
electricity through 15 distribution companies.

AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela.  Fuels include biomass, diesel, coal, gas and
hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.

                        *     *     *

To date, AES Corporation carries Moody's Ba3 senior secured debt
rating, B1 long-term corporate family, senior unsecured debt and
probability-of-default ratings, and Ba1 bank loan debt rating.  
The outlook remains stable.

Also, the company continues to carry Standard & Poor's BB- long-
term foreign and local issuer credit ratings.  The outlook remains
stable.

The company also carries Fitch B+ long-term issuer default rating,
BB+ senior secured debt and bank loan debt ratings, BB senior
unsecured debt rating and B senior subordinated debt rating.  The
outlook remains stable.


AES CORPORATION: Mary Wood Named as Vice-President & Controller
---------------------------------------------------------------
The AES Corporation's Board of Directors appointed Mary Wood to
the position of Vice-President and Controller where she will
assume responsibility for the company's accounting functions.

Ms. Wood is a partner at Tatum, LLC, an executive services and
consulting firm in the U.S., where she is a Partner in the South
Florida office.

Ms. Wood brings more than twenty-five years of accounting
experience to AES.   Ms. Wood, 52, has a Bachelor's of Business
Administration in accounting from Florida Atlantic University.  
Prior to joining Tatum in 2005, she worked as Executive Vice
President and Chief Financial Officer for DHL Express of the
Americas from 2002-2004 and as Senior Vice President of Shared
Services for ANC Corporation.  She was formerly Vice-President,
Controller and Chief Accounting Officer for AutoNation Inc. and
Chief Financial Officer for Alamo Rent-A-Car.  Ms. Wood was a
partner at KPMG Peat Marwick from 1987 until 1995.

The company has reached agreement on the terms of Ms. Wood's
employment with AES.  The agreement expires on Dec. 31, 2008.   
Ms. Wood will receive a salary of $25,000 per month, she will be
eligible for a 50% annual cash incentive bonus based on individual
and business performance, she will be eligible for a "success
bonus" for achieving certain to be agreed-upon milestones in the
amount of up to $240,000, she will be reimbursed for healthcare
costs up to $8,000 per year, and she will be eligible to
participate in The AES Corporation Retirement Savings Plan, which
is the company's 401(k) plan, and any profit sharing award to
employees.

The company will also reimburse Ms. Wood for her accommodations in
Virginia and her travel expenses from Florida to Virginia.  The
company has no obligation to provide Ms. Wood any stock-based
compensation and she will not be eligible to participate in the
company's severance plan.  However, if the company terminates Ms.
Wood within the first 90 days of her employment, she shall be
entitled to a $20,000 severance payment, which increases to
$40,000 if the termination occurs more than 90 days after her
employment commences until the expiration of the agreement.

In connection with Ms. Wood's employment with AES, the company
has entered into an Interim Engagement Resources Agreement with
Tatum.  Pursuant to the agreement, the company will pay Tatum a
fee of $11,250 per month for each month Ms. Wood is employed
with the company.  Tatum will also be paid amounts equal to 25%
of any success bonus and/or severance paid to Ms. Wood.

In addition, if the company terminates the Tatum Agreement and
retains Ms. Wood as an employee or as an independent contractor:

   (i) during the first 18 months of the term of the Tatum
       Agreement, the company will pay Tatum a break up fee of 45%
       of Ms. Wood's total base salary and target bonus amount;
       and

  (ii) after the first 18 months of the term of the Tatum
       Agreement but prior to the day following the one year
       anniversary of Ms. Wood's termination by the company, the
       company will pay Tatum a break up fee of 35% of Ms. Wood's
       total base salary and target bonus amount.

AES Corp. -- http://www.aes.com/-- is a global power company.   
The company operates in South America, Europe, Africa, Asia and
the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the company delivers
electricity through 15 distribution companies.

AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela.  Fuels include biomass, diesel, coal, gas and
hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.

                        *     *     *

To date, AES Corporation carries Moody's Ba3 senior secured debt
rating, B1 long-term corporate family, senior unsecured debt and
probability-of-default ratings, and Ba1 bank loan debt rating.  
The outlook remains stable.

Also, the company continues to carry Standard & Poor's BB- long-
term foreign and local issuer credit ratings.  The outlook remains
stable.

The company also carries Fitch B+ long-term issuer default rating,
BB+ senior secured debt and bank loan debt ratings, BB senior
unsecured debt rating and B senior subordinated debt rating.  The
outlook remains stable.


AFFINITY GROUP: S&P Revises Outlook to Positive from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., to positive from stable.  At the same time, Standard &
Poor's affirmed its 'B' corporate credit rating on the company.  

Total debt outstanding was $400 million as of March 31, 2007.
     
"The improved outlook reflects our expectation of improved
financial metrics after the company's sale of its retail segment,"
said Standard & Poor's credit analyst Deborah Kinzer.
     
On April 16, 2007, Affinity Group announced that it entered into a
stock purchase agreement with FreedomRoads Holding Co. LLC,
through which FreedomRoads will acquire Affinity Group's retail
segment, Camping World Inc., for $175 million.  The company plans
to use the estimated net proceeds of $132 million from the sale to
pay down its term loans.  Although the retail segment has
contributed more than 50% of Affinity Group's total revenue, the
segment's EBITDA margins are lower than Affinity Group's
membership and publishing segments and have higher required
capital expenditures, working capital usage, and operating lease
expenses.
     
Affinity Group is a direct-marketing firm targeting North American
recreational vehicle owners and outdoor enthusiasts.  Through its
membership operations, books, and magazines, Affinity Group
markets products and services relevant to RV owners.
     
The ratings reflect soft membership trends at Affinity Group's RV
resort network and golf discount clubs, and high debt leverage.  
These factors are only modestly offset by the company's good
competitive position, attractive EBITDA margins, and relatively
stable earnings of its core RV clubs and publishing niches.


ALERIS INTL: Inks Deal to Acquire Wabash Alloys for $194 Million
----------------------------------------------------------------
Aleris International Inc. has entered into a definitive agreement
to acquire Wabash Alloys from Connell Limited Partnership.  Aleris
will pay approximately $194 million, with certain adjustments for
working capital and other items.

Aleris expects the acquisition to be neutral to accretive to its
leverage ratio prior to any benefits from synergies, and
anticipates financing the acquisition from a combination of cash
flows from operations, additional draws of its revolving credit
facility, or the incurrence of additional debt, which may include
term credit facilities or bonds.

"Closing is expected to occur in the third quarter and is subject
to regulatory approvals and customary closing conditions," Steve
Demetriou, chairman and chief executive officer, stated.  "We
believe the acquisition of Wabash Alloys will be an excellent
strategic fit with Aleris's existing specification alloy
operations."

"The transaction provides outstanding opportunities to broaden our
customer base, optimize processing capabilities and enhance our
ability to meet the needs of our customers."  Mr. Demetriou added.

                      About Wabash Alloys

Founded in 1958, Wabash Alloys-- http://www.wabashalloys.com/--  
produces aluminum casting alloys and molten metal at its eight
plants located in Canada, Mexico and the United States.

                   About Aleris International Inc.

Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled   
aluminum products and offers aluminum recycling and the production
of specification alloys.  The company also manufactures value-
added zinc products that include zinc oxide, zinc dust and zinc
metal.  The company operates 50 production facilities in North
America, Europe, South America and Asia, and has approximately
8,500 employees.

                           *    *    *

Standard & Poor's assigned Aleris International Inc. a B+ senior
secured first-lien term loan rating and gave the company a '2'
recovery rating after the report that the company increased
the term loan by $125 million.  With the add-on, the total amount
of the facility is now $1.23 billion.


AMP'D MOBILE: Court Aprroves BSI as Claims & Noticing Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Amp'd
Mobile Inc. authority to employ Bankruptcy Services Inc. as its
claims, noticing and balloting agent.

In its ruling, the Court stated that BSI's fees and expenses as
administrative expense of the estate and will be paid in ordinary
course of the Debtor's business.   Any dispute between the BSI and
the Debtor on fees and expenses must be presented to the Court for
resolution.

The Court also said that BSI will not receive a retainer and that
there will be no limitation of liability in connection with BSI's
retention.

Furthermore, the Court ruled that at the closing of the Debtor's
Chapter 11 case, BSI will return all proofs of claim it received
and the official claims registry to the office of the Clerk of the
Court.

As notice and claims agent, BSI will:

  (a) prepare and serve required notices in the Debtor's Chapter
      11 case, including, notice of meeting pursuant to Section
      341(a) of the Bankruptcy Code, notice of claims bar date,
      notice of objection to claims and notice of any hearings
      on a disclosure statement and confirmation of a plan of
      reorganization;

  (b) file with the office of the Clerk of the Court a
      certificate or affidavit of service;

  (c) assist the Debtor in preparing and filing Schedules of
      Assets and Liabilities and Statements of Financial
      Affairs;

  (d) maintain copies of all proofs of claim and proofs of
      interest filed;

  (e) maintain official claims register;

  (f) create and administer a claims database;

  (g) implement necessary security measures to ensure
      completeness and integrity of the claims register;

  (h) transmit to the Clerk's Office a copy of the claims
      register on a monthly basis or in the alternative, make
      available the proof of claim docket online to the Clerk's
      Office;

  (i) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest;

  (j) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

  (k) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rule of Bankruptcy Procedures and provide
      notice of those transfers;

  (i) assist the Debtor in the reconciliation and resolution of
      claims;

  (l) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

  (m) provide temporary employees to process claims; and

  (n) provide balloting services in connection with the
      solicitation process for any Chapter 11 plan to which a
      disclosure statement has been approved by the Court.

The Debtor will pay BSI according to the firm's customary hourly
rates.  BSI's hourly rates were not disclosed in papers filed with
the Court.  In addition, the Debtor will reimburse BSI for any
necessary out-of-pocket expenses.

Daniel E. McElhinney, senior vice president and director of
operations of BSI, assures the Court that his firm is a
"disinterested person" as the term is defined under Section
101(14).  Mr. McElhinney adds that his firm does not represent any
interest adverse to the Debtor and its estate.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual      
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 7;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/     
or 215/945-7000)


AMP'D MOBILE: Committee Selects FTI as Financial Advisors
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Amp'd Mobile
Inc.'s bankruptcy case asks the U.S. Bankruptcy Court for the
District of Delaware for authority to retain FTI Consulting Inc.
as its financial advisors, nunc pro tunc to June 15, 2007.

The Creditors Committee selected FTI because of the firm's
extensive experience in providing financial advisory services in
restructurings and reorganizations, Edward M. King, Esq., counsel
to Sitel Operating Corporation, chairperson of the Creditors
Committee, tells the Court.

FTI has excellent reputation for services it has rendered on
behalf of debtors and creditors throughout the United States in a
cost effective and timely manner, Mr. King points out.

FTI's services are necessary to enable the Creditors Committee to
assess and monitor the efforts of the Debtor and its professional
advisors to reorganize successfully, Mr. King says.

As the Committee's financial advisor, FTI will:

  (a) assist in the review of financial related  disclosures
      required by the Court, including the Schedules of Assets
      and Liabilities, the Statement of Financial Affairs and
      Monthly Operating Reports;

  (b) assist with information analyses required pursuant to the
      Debtor's DIP financing including, but not limited to,
      preparing for hearings regarding the use of cash
      collateral and DIP financing;

  (c) assist with the review of the Debtor's short-term cash
      management procedures;

  (d) assist with a review of critical employee benefit critical
      vendor programs;

  (e) assist with a review of the Debtor's cost and benefit
      analysis in respect to affirmation or rejection of
      executory contracts;

  (f) assist in the review of financial information given by
      Debtor to creditors like cash flow projections and
      budgets, cash receipts and disbursement analysis, analysis
      of various asset and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;

  (g) attend at meetings and assist in discussions with Debtor,
      potential acquirers, banks, other secured lenders, the
      Creditors Committee and other parties-in-interest and
      professionals;

  (h) assist in the evaluation and analysis of any asset sale
      process and bids received;

  (i) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization;

  (j) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers; and

  (k) litigate advisory services with respect to accounting and
      tax matters, expert witness testimony on case related
      issues required by the Creditors Committee.

FTI will be paid for its services according to the firm's
customary hourly rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Senior Managing Directors            $615 - $675
     Directors and Managing Directors     $450 - $590
     Associates and Consultants           $225 - $420
     Paraprofessionals                     $95 - $180

FTI has agreed to limit monthly billings, computed on an hourly
rate basis, to $75,000 per month provided that any billings in
excess of the amount will be carried forward to successive months
and payable in months where billing are less than $75,000.

Samuel Star, a senior managing director at FTI, assures the Court
that his firm does not represent any interest adverse to the
Creditors Committee, and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual      
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on Sept. 29,
2007.  (Amp'd Mobile Bankruptcy News, Issue No. 7; Bankruptcy
Creditors'Service Inc. http://bankrupt.com/newsstand/or  
215/945-7000)


ARINC INC: Carlyle Agreement Cues Moody's to Review Ratings
-----------------------------------------------------------
Moody's Investors Service is reviewing the ratings of Arinc for
possible downgrade in response to the announcement that the
Carlyle Group entered into an agreement to purchase Arinc
Incorporated from the consortium of airlines.  Arinc has a
Corporate Family Rating of Ba3.

Moody's review will focus on the impact the proposed transaction
will have on the entity's future capital structure, financial
strategy and credit metrics.  The review will also assess the
degree to which the company's operating strategy will be able to
sustain earnings, cash flow generation and liquidity to support
the new capital structure, which may be comprised of significantly
more debt.  The current debt is primarily composed of bank debt --
a revolving line of credit and a term loan B.  Moody's expects
that Arinc's existing bank credit facility will be repaid upon
close.  If the bank debt is redeemed in its entirety, Moody's will
withdraw all ratings at the close of the transaction, expected
late in the third quarter.

On review for possible downgrade:

Issuer: Arinc Incorporated

-- Probability of Default Rating, placed on review for possible
    downgrade, currently Ba3

-- Corporate Family Rating, placed on review for possible
    downgrade, currently Ba3

-- Senior Secured Bank Credit Facility, placed on review for  
    possible downgrade, currently 48 - LGD3

Outlook Actions:

Issuer: Arinc Incorporated

-- Outlook, changed to rating under review from stable

Arinc Inc, headquartered in Annapolis, Maryland, is a provider of
communications information technology products and services in
addition to engineering services to the transportation industry
and government agencies.  The company is owned by six major U.S.
airlines: American Airlines, United Airlines, Northwest Airlines,
Delta Air Lines, Continental Airlines, and US Airways, Inc.


BANC OF AMERICA: Moody's Affirms Low-B Ratings on Six Certificates
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 of Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-5 as:

-- Class A-1, $51,586,852, Fixed, affirmed at Aaa
-- Class A-2, $245,000,000, Fixed, affirmed at Aaa
-- Class A-3A, $114,950,000, Fixed, affirmed at Aaa
-- Class A-3B, $50,000,000, WAC, affirmed at Aaa
-- Class A-SB, $99,086,000, Fixed, affirmed at Aaa
-- Class A-4, $799,100,000, Fixed, affirmed at Aaa
-- Class A-M, $196,234,000, Fixed, affirmed at Aaa
-- Class A-J, $120,193,000, WAC, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class B, $41,700,000, Fixed, affirmed at Aa2
-- Class C, $19,624,000, Fixed, affirmed at Aa3
-- Class D, $36,793,000, WAC, affirmed at A2
-- Class E, $19,624,000, WAC, affirmed at A3
-- Class F, $24,529,000, WAC, affirmed at Baa1
-- Class G, $26,982,000, WAC, affirmed at Baa2
-- Class H, $24,529,000, WAC, affirmed at Baa3
-- Class J, $12,265,000, Fixed, affirmed at Ba1
-- Class K, $12,265,000, Fixed, affirmed at Ba2
-- Class L, $4,905,000, Fixed, affirmed at Ba3
-- Class M, $2,453,000, Fixed, affirmed at B1
-- Class N, $2,453,000, Fixed, affirmed at B2
-- Class O, $7,359,000, Fixed, affirmed at B3

As of the June 11, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 0.7% to
$1.95 billion from $1.96 billion at securitization.  The
certificates are collateralized by 103 loans, ranging in size from
less than 1% to 5.9% of the pool, with the top 10 loans
representing 41.8% of the pool.  The pool includes six investment
grade shadow rated loans, representing 8% of the pool.  The pool
has not realized any losses since securitization and currently
there are no loans in special servicing.  No loans have defeased.
Eight loans, representing 9.1% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2006 and full- or partial-year
2006 operating results for 90% and 94.0%, respectively, of the
pool.  Moody's weighted average loan to value ratio for the
conduit component is 105.5%, essentially the same as at
securitization.

The largest shadow rated loan is the Torre Mayor Loan
($54.5 million -- 2.8%), which is secured by a 829,000 square foot
Class A office building located in Mexico City, Mexico.  The loan
represents a 50% pari-passu interest in a $128.8 million senior
note.  There is also a subordinate $19.8 million note held outside
the trust.  Moody's current shadow ratings are Aa3 (global local
currency rating) and Baa1 (global foreign currency rating), the
same as at securitization.

The remaining five shadow rated loans comprise 5.2% of the pool.
The current shadow ratings, which are the same as at
securitization are:

   i. Simon --West Town Corners ($18.8 million; 0.96%) -- Baa3;
  ii. Simon -- Gaitway Plaza ($13.9 million; 0.71%) - Baa3;
iii. Simon --Village Park Plaza ($29.8 million; 1.53%) -- Baa3;
  iv. Simon -- Plaza at Buckland Hills ($24.8 million; 1.27%) -
   v. Baa3; Simon -- Ridgewood Court ($14.6 million; 0.75%) -
      Baa3.

The top three conduit loans represent 16.4% of the pool.  The
largest conduit loan is the 417 Fifth Avenue Loan
($116 million -- 5.9%), which is secured by a 392,000 square foot
Class B office building located in New York City.  The loan is on
the master servicer's watchlist due to debt service coverage below
a threshold.  The loan is interest only for its entire term.
Moody's LTV is in excess of 100%, the same as at securitization.

The second largest conduit loan is the One Renaissance Square Loan
($103.6 million -- 5.3%), which is secured by a 492,000 square
foot Class A office building located in Phoenix, Arizona.  The
loan is interest only for its entire term.  Moody's LTV is in
excess of 100%, the same as at securitization.

The third largest conduit loan is the Sotheby's Building Loan
($100 million -- 5.1%), which is secured by a 406,110 square foot
office building located in New York City.  The loan represents a
48% pari-passu interest in a $210 million loan.  Moody's LTV is in
excess of 100%, the same as at securitization.


BEAR STEARNS: Moody's Holds Low-B Ratings on Six 2005-PWR9 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Bear Stearns Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2005-PWR9 as:

-- Class A-1, $76,360,511, affirmed at Aaa
-- Class A-2, $358,810,000, affirmed at Aaa
-- Class A-3, $45,825,000, affirmed at Aaa
-- Class A-AB, $100,000,000, affirmed at Aaa
-- Class A-4A, $768,026,000, affirmed at Aaa
-- Class A-4B, $109,718,000, affirmed at Aaa
-- Class A-1-A, $228,105,657, affirmed at Aaa
-- Class A-J, $166,811,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $13,452,000, affirmed at Aa1
-- Class C, $34,976,000, affirmed at Aa2
-- Class D, $24,215,000, affirmed at Aa3
-- Class E, $29,595,000, affirmed at A2
-- Class F, $21,524,000, affirmed at A3
-- Class G, $26,905,000, affirmed at Baa1  
-- Class H, $21,524,000, affirmed at Baa2
-- Class J, $24,214,000, affirmed at Baa3
-- Class K, $5,381,000, affirmed at Ba1
-- Class L, $8,072,000, affirmed at Ba2
-- Class M, $10,761,000, affirmed at Ba3
-- Class N, $8,072,000, affirmed at B1
-- Class P, $8,071,000, affirmed at B2
-- Class Q, $5,381,000, affirmed at B3

As of the June 11, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 1.6% to
$2.12 billion from $2.15 billion at securitization.  The
Certificates are collateralized by 199 mortgage loans.  The loans
range in size from less than 1% to 6.5% of the pool, with the top
10 loans representing 30.2% of the pool.  The pool includes two
shadow rated loans, representing 1.4% of the outstanding pool
balance.  No loans have defeased.  The pool has not realized any
losses since securitization.  Currently there are no loans in
special servicing.  Fourteen loans, representing 9.5% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 95.7% and 78.8%, respectively, of the pool.
Moody's average weighted loan to value ratio for the conduit
component is 96.6%, compared to 97.8% at securitization.

The largest shadow rated loan is the Lakeside II Loan
($16.3 million -- 0.8%), which is secured by a 130,265 square foot
office property located in Chantilly, Virginia.  The property is
100% occupied by Integic Corporation through September 2012.
Moody's current shadow rating is Baa3, the same as at
securitization.

The second largest shadow rated loan is the 200 Glen Cove Road
Loan ($12.6 million -- 0.6%), which is secured by 151,450 square
foot retail center located in Carle Place, New York.  Moody's
current shadow rating is Baa1, the same as at securitization.

The top three conduit loans represent 15% of the pool.  The
largest conduit loan is the Trilogy Apartments Loan
($137.5 million -- 6.5%), which is secured by three high-rise
apartment towers (1,086 units and 19,557 square feet of commercial
space) located in Wyncote, Pennsylvania.  Moody's LTV is 99.2%,
compared to 95.9% at securitization.

The second largest conduit loan is the DRA - Ahwatukee Foothill
Towne Center Loan ($108.9 million -- 5.1%), which is secured by a
17-building retail center (671,300 square feet) located in
Phoenix, Arizona.  The loan is interest only for its entire term.
Moody's LTV is in excess of 100%, the same as at securitization.

The third largest conduit loan is the Boston Design Center Loan
($72 million -- 3.4%), which is secured by a leasehold interest in
a 552,344 square foot retail/showroom/office design center located
in Boston, Massachusetts.  The property is subject to a ground
lease which expires in 2035 with renewals for an additional 25
years.  Moody's LTV is 91.1%, compared to 93.7% at securitization.


BEAR STEARNS: Moody's Puts Definitive Rating on 2007-PWR16 Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Bear Stearns Commercial Mortgage Securities
Trust 2007-PWR16.

The provisional ratings issued on June 11, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $83,000,000, rated Aaa
-- Class A-2, $681,000,000, rated Aaa
-- Class A-3, $58,200,000, rated Aaa
-- Class A-AB, $130,700,000, rated Aaa
-- Class A-4, $954,361,000, rated Aaa
-- Class A-1A, $412,497,000, rated Aaa  
-- Class A-M, $331,395,000, rated Aaa
-- Class A-J, $273,400,000, rated Aaa
-- Class X, $3,313,941,288*, rated Aaa
-- Class B, $33,139,000, rated Aa1
-- Class C, $33,140,000, rated Aa2
-- Class D, $33,139,000, rated Aa3
-- Class E, $20,712,000, rated A1
-- Class F, $24,855,000, rated A2
-- Class G, $28,997,000, rated A3
-- Class H, $41,424,000, rated Baa1
-- Class J, $33,139,000, rated Baa2
-- Class K, $33,140,000, rated Baa3
-- Class L, $16,569,000, rated Ba1
-- Class M, $12,428,000, rated Ba2
-- Class N, $12,427,000, rated Ba3
-- Class O, $8,285,000, rated B1
-- Class P, $8,285,000, rated B2
-- Class Q, $8,285,000, rated B3


BELLEVUE HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bellevue Holdings Inc.
        8440 Westcliff Drive
        Las Vegas, NV 89145

Bankruptcy Case No.: 07-14068

Type of Business: The Debtor is a custom home builder.

Chapter 11 Petition Date: July 6, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Barry Levinson, Esq.
                  Barry Levinson, P.C.
                  2810 South Rainbow Boulevard
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699

Total Assets: $0

Total Debts:  $7,520,956

The Debtor did not file a list of its 20 largest unsecured
creditors.


BOLL WEEVIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Boll Weevil, Inc.
        7060 Miramar Road, Suite 110
        San Diego, CA 92121

Bankruptcy Case No.: 07-03608

Type of Business: The Debtor filed for Chapter 11 protection on
                  January 29, 1996 (Bankr. S.D. Calif. Case
                  No. 96-01239).

Chapter 11 Petition Date: July 6, 2007

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: L. Scott Keehn, Esq.
                  Keehn & Associates, APC
                  402 West Broadway, Suite 1210
                  San Diego, CA 92101
                  Tel: (619) 400-2200

Total Assets: $1,158,381

Total Debts:  $2,686,326

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Braemer Properties                                        $215,085
c/o Kimble Tirey & St. John
1202 Kettner Boulevard
5th Floor
San Diego, CA 92101

Smaha Law Group                  Legal Fees               $201,060
7860 Mission Center Court
Suite 100
San Diego, CA 92108

Brenda Richardson                                          $90,780
7060 Miramar Road, Suite 110
San Diego, CA 92121

Jim Pselos                                                 $50,000

Regency Centers, L.P.                                      $43,281

AIG/Work Comp.                   Insurance Premium         $41,762

U.S. Foodservice                 Trade Debt                $41,000

G.E. Capital                     Business Equipment        $33,396

IKON Office Solutions            Office Supplies           $32,396

Blue Cross of CA                                           $30,837

Procopio, Cory,                                            $30,318
Hargreaves & Savitch LLP

Fisher Thurber LLP                                         $28,455

Allied Ins. Comp.                Insurance                 $23,512

AICCO                                                      $22,682

Bimbo Bakeries                   Supplier                  $22,474

Summit Management                                          $21,459

Golden Eagle Ins.                                          $21,000

Mary Becerra                                               $19,468

Cypress Point                                              $19,363

SDG&E                                                      $18,437


CALPINE CORP: Settlement Joint Hearings Scheduled on July 24
------------------------------------------------------------
A joint hearing has been set for July 24, 2007 in the United
States Bankruptcy Court for the Southern District of New York and
the Court of Queen's Bench in Calgary, Alberta, Canada to consider
motions filed by Calpine Corporation and its debtor-affiliates and
certain of Calpine's Canadian subsidiaries that are applicants in
separate insolvency proceedings pending before the Canadian Court,
seeking joint court approval of a global settlement that
incorporates certain previously-announced settlements among the
U.S. Debtors, the Canadian Debtors and an ad hoc committee of
holders of certain senior notes issued by Calpine Canada Energy
Finance ULC.

The settlement to be considered by the Courts at the hearing
includes, among other things, a settlement of all claims of the
indenture trustee for, and all claims of holders of, the 8.5%
Senior Notes due May 1, 2008 (CUSIP No. 13134VAA1) and the 8.75%
Senior Notes due October 15, 2007 (CUSIP No. 13134VAB9) (together,
the "ULC1 Senior Notes") issued by Calpine Canada Energy Finance
ULC, a Canadian Debtor, and guaranteed by Calpine.

The hearing in the U.S. Court will take place before the Honorable
Burton R. Lifland at the United States Bankruptcy Court, Alexander
Hamilton Custom House, One Bowling Green, New York, NY 10004, and
will begin at 2:00 p.m., prevailing Eastern Time on July 24,2007.

The hearing in the Canadian Court will take place before the
Honourable Madam Justice B.E.C. Romaine at the Court of Queen's
Bench, Court House, 611 - 4 St. S.W., Calgary, Alberta, Canada,
and will begin at Noon, prevailing Mountain Time, also on July 24,
2007.

Objections, if any, to the motions and the relief sought therein
must be made in writing and filed and served so as to be actually
received by the U.S. Bankruptcy Court or the Canadian Court no
later than 4:00 p.m. on July 16, 2007, prevailing local time.

                     Settlement Agreement

As reported in the Troubled Company Reporter on July 4, 2007, the
Canadian and U.S. Debtors realized that without a consensual
resolution, they could be litigating for years and with no end
in sight given the fact that at least two jurisdictions were
involved, David R. Seligman, Esq., at Kirkland & Ellis, LLP, in
New York, relates.

Accordingly, the Canadian and U.S. Debtors engaged in intensive
settlement discussions for over five months, involving their
legal, financial and other advisors.

The parties inform the Court that they are currently finalizing
the Settlement Agreement.

The pertinent terms of the Settlement are:

  (1) All intercompany claims between the U.S. and Canadian
      Debtors will be resolved and the amounts fixed,
      eliminating more than $841,000,000 of unsecured claims
      from the U.S. Debtors' claims register.

  (2) The Greenfield Litigation against the U.S. Debtors will be
      dismissed with prejudice to allow Calpine Corp. and Mitsui
      to proceed with the third party financing, development and
      completion of the Greenfield Energy Centre.

  (3) The response of the ULC1 Bondholders to the Debtors'
      objection to Claim No. 5742 will be withdrawn with
      prejudice.  The ULC1 Bonds held by CCRC will then be sold
      and the proceeds will flow to the Canadian Debtors to be
      distributed to their creditors.

  (4) The Canadian and U.S. Debtors have agreed on a procedure
      by which certain third-party claims filed in the CCAA
      Proceedings and the related guarantee claims filed in the
      U.S. Cases will be resolved.  The U.S. Debtors and their
      official committees will have the right to fully
      participate in any settlement or adjudication of those
      claims.

  (5) More than $10,500,000,000 in claims filed by third parties
      in both the CCAA Proceedings and the U.S. Cases are also
      resolved by the Settlement and will be withdrawn or deemed
      to have no value.

  (6) Approximately $15,000,000 in proceeds from the sale of the
      Calpine subsidiary Thomassen Turbine Systems, B.V., will
      be split evenly among the U.S. and Canadian Debtors.

The Settlement also incorporates a settlement previously
announced in April 2007 between the U.S. Debtors and an ad hoc
group of ULC1 bondholders, Mr. Seligman adds.  Highlights of the
ULC1 Settlement are:

  (1) Approximately $12,000,000,000 of claims filed in the U.S.
      Cases are reduced to approximately $3,500,000,000;

  (2) The distribution under the Debtors' plan of reorganization
      on account of the ULC1 Settlement will be accorded the
      same treatment as the plan treatment of certain Calpine
      senior notes;

  (3) The Debtors are given the flexibility on how the ULC1
      Indenture Trustee's claims are classified in their plan of
      reorganization; and

  (4) The claims filed by HSBC Bank USA, National Association,
      as Indenture Trustee to the ULC1 Bonds, in both the U.S.
      Cases and Canadian Proceedings will be disallowed.

Mr. Seligman asserts that the Settlement will resolve virtually
all major cross-border issues between the U.S. and Canadian
Debtors.  Pursuant to the Settlement, the Debtors will receive a
$75,000,000 first ranking administrative charge against the net
proceeds from the sale of the CCRC ULC1 Senior Notes, Mr.
Seligman notes.

Moreover, under the Settlement, the U.S. Debtors may receive a
distribution in the CCAA Proceedings on account of their equity
interests in certain of the Canadian Debtors, Mr. Seligman points
out.

The U.S. Debtors also ask the Bankruptcy Court to prohibit
current, former, and future ULC1 Bondholders from commencing or
continuing any action or proceeding against HSBC Bank as the ULC1
Indenture Trustee arising out of the ULC1 Indenture Trustee's
support of the Settlement.

                    About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

As reported in the Troubled Company Reporter on July 6, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
is set to consider the adequacy of Calpine and its debtor-
affiliates' Disclosure Statement at a hearing scheduled for
Aug. 8, 2007, at 10:00 a.m.  Any objection to the approval of the
Disclosure Statement must be filed with the Court on or before
July 30, 2007.


CMS ENERGY: Posts $215 Million Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
CMS Energy reported a net loss of $215 million on operating
revenue of $2.2 billion for the first quarter ended March 31,
2007, compared to a net loss of $27 million on operating revenue
of $1.9 billion in the same quarter of 2006.

CMS Energy's adjusted first quarter net income, which excludes
impairment charges and other items, was $94 million, compared to a
net loss of $33 million for the first quarter of 2006.

The first quarter reported net loss was caused largely by charges
linked to CMS Energy's plan to sell all of its international
businesses.  These charges included a non-cash loss from
discontinued operations of $180 million and an impairment charge
of $157 million.  These were offset partially by $28 million of
net benefits related primarily to the asset sales.

So far this year, CMS Energy has signed asset sales agreements
worth nearly $1.8 billion in gross cash proceeds.  The company
estimates it will have an overall after-tax loss of about
$225 million this year on these transactions.

Proceeds from the sales are expected to be used to retire part of
the parent company debt and for general corporate purposes,
primarily investments in CMS Energy's Michigan utility, Consumers
Energy.

"Our first quarter operating results were solid and reflect the
fact that we are in a transition.  We are transforming CMS Energy
as we sell non-strategic businesses, eliminate overhead, continue
significant investments in the utility, and reduce parent company
debt.  We continue to make good progress implementing this
strategy and expect that the benefits of our accelerated financial
improvement plan will be seen in our earnings in 2008," said David
Joos, president and chief executive officer of CMS Energy.

At March 31, 2007, the company's consolidated balance sheet showed
$15.3 billion in total assets, $12.8 million in total liabilities,
$85 million in minority interests, and $2.4 billion in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2177

                        About CMS Energy

CMS Energy (NYSE: CMS) -- http://www.cmsenergy.com/-- is a  
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2007,
Fitch has assigned a rating of 'BB-' to these new issues from CMS
Energy Corp.: $250 million 6.55% senior notes, due July 17, 2017;
and $150 million floating-rate senior notes, due Jan. 15, 2013.  

The Rating Outlook is Positive.


COMPUCOM SYSTEMS: Moody's Reviews B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed CompuCom Systems Inc.'s B2
corporate family and unsecured debt ratings on review for possible
downgrade following the announcement for the sale of the company.

Late on July 5, 2007, CompuCom entered into a definitive agreement
to sell the company to Court Square Capital Partners for $628
million.  The transaction, which is expected to close in the
second half of 2007, will be funded through a combination of
equity and debt financing, which will likely increase leverage
above the current level of 4.8x.

Moody's notes that the company and its affiliates intend to make a
tender offer in cash for the $175 million senior unsecured notes
and $150 million senior floating rate PIK toggle notes.

The review will focus on:

   i. the operating strategy of the company under the new
      ownership; and

  ii. the proposed financing and capital structure arising from
      the acquisition.

These ratings were placed under review for possible downgrade:

-- Corporate Family Rating -- B2
-- Probability of Default Rating -- B2
-- $175 Million Senior Notes due 2014 -- Ba3 (LGD-3, 30%).
-- $150 Million Senior Floating Rate PIK Toggle Notes due 2013 -
    Caa1 (LGD-5, 85%)

Headquartered in Dallas, Texas, CompuCom Systems, Inc. is a
provider of IT procurement and equipment outsourcing.  For the
twelve months ended March 31, 2007, revenues were $1.5 billion.


COMPUCOM SYSTEMS: S&P Puts B+ Corp. Credit Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating, 'B' senior unsecured rating, and 'B-' senior
floating rate PIK toggle notes on Dallas, Texas-based CompuCom
Systems Inc. on CreditWatch with negative implications.
      
"The CreditWatch placement follows the announcement that CompuCom
has entered into a definitive agreement to be acquired by Court
Square Capital Partners in a transaction valued at approximately
$628 million, expected to close in the second half of 2007," said
Standard & Poor's credit analyst Philip Schrank.
     
While the terms of the financing are not currently known,
operating lease-adjusted leverage likely will increase from
current levels in the mid-5x area.  The senior unsecured and
toggle notes are expected to be refinanced as part of the
transaction.  S&P will resolve the CreditWatch listing once they
have had an opportunity to fully evaluate the transaction,
including details of the proposed debt and equity financings and
the new owner's strategies.


CREDIT SUISSE: Moody's Puts Low-B Ratings on Three 2005-C6 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Credit Suisse First Boston Mortgage Securities Corp, Commercial
Mortgage Pass-Through Certificates, Series 2005-C6:

-- Class A-1, $80,919,155, affirmed at Aaa
-- Class A-2FX, $135,000,000, affirmed at Aaa
-- Class A-2FL, $150,000,000, affirmed at Aaa
-- Class A-3, $195,937,000, affirmed at Aaa
-- Class A-4, $628,000,000, affirmed at Aaa
-- Class A-1-A, $537,631,606, affirmed at Aaa
-- Class A-M, $250,460,000, affirmed at Aaa
-- Class A-J, $178,452,000, affirmed at Aaa
-- Class A-X, Notional, affirmed at Aaa  
-- Class A-SP, Notional, affirmed at Aaa
-- Class B, $43,830,000, affirmed at Aa2
-- Class C, $28,177,000, affirmed at Aa3
-- Class D, $18,785,000, affirmed at A1
-- Class E, $25,046,000, affirmed at A2
-- Class F, $31,307,000, affirmed at A3
-- Class G, $31,308,000, affirmed at Baa1
-- Class H, $25,046,000, affirmed at Baa2
-- Class J, $28,176,000, affirmed at Baa3
-- Class K, $12,523,000, affirmed at Ba1
-- Class L, $12,523,000, affirmed at Ba2
-- Class M, $6,262,000, affirmed at Ba3

As of the June 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 1% to $2.48
billion from $2.5 billion at securitization.  The certificates are
collateralized by 229 loans, ranging in size from less than 1% to
7.1% of the pool, with the top 10 loans representing 33.4% of the
pool.  The pool includes one investment grade shadow rated loan,
representing 5.9% of the pool.  The pool has not realized any
losses since securitization.  One loan, representing 0.2% of the
pool, is in special servicing.  Moody's is not estimating a loss
from this loan currently.  No loans have defeased.  Fifteen loans,
representing 2.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 and full- or partial-year
2006 operating results for 85.1% and 93.6%, respectively, of the
pool.  Moody's weighted average loan to value ratio for the
conduit component is 102.6%, essentially the same as at
securitization.

The shadow rated loan is the One Madison Avenue Loan
($145.6 million -- 5.9%), which is secured by the borrower's
interest in a 13-story, 1.18 million square foot office tower.  
The collateral does not include the adjacent 41-story, 266,997
square foot Tower Building.  There is also a subordinate non-
pooled $50 B Note and a $482.9 million mezzanine loan held outside
the trust.  The loan fully amortizes on a 132-month schedule and
matures in May 2016.  Moody's current shadow rating is Aaa, the
same as at securitization.

The top three conduit loans represent 16.2% of the pool.  The
largest conduit loan is the 450 Park Avenue Loan ($175 million --
7.1%), which is secured by a 313,135 square foot office building
located in New York City.  The loan is interest only for its
entire term.  Moody's LTV is in excess of 100%, the same as at
securitization.

The second largest conduit loan is the Fashion Place Loan
($148.6 million -- 6%), which is secured by the borrower's
interest in a 889,950 square foot, regional mall (323,977 square
feet of collateral) located in Murray, Utah.  Moody's LTV is
98.6%, compared to in excess of 100% at securitization.

The third largest conduit loan is the HGA Alliance - Portfolio
Loan ($78.9 million -- 3.2%), which is secured by four multifamily
properties containing a total of 1,030 units.  The properties are
located in Florida (3) and Nevada (1).  The loan is interest only
for its entire term.  Moody's LTV is in excess of 100%, the same
as at securitization.


CREDIT SUISSE: Moody's Holds Low-B Ratings on Six 2005-C4 Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Credit Suisse First Boston Mortgage Securities Corp, Commercial
Mortgage Pass-Through Certificates, Series 2005-C4 as:

-- Class A-1, $27,984,295, affirmed at Aaa
-- Class A-1A, $369,115,734, affirmed at Aaa
-- Class A-2, $138,000,000, affirmed at Aaa
-- Class A-3, $88,000,000, affirmed at Aaa
-- Class A-4, $25,000,000, affirmed at Aaa
-- Class A-5, $311,000,000, affirmed at Aaa
-- Class A-5M, $44,434,000, affirmed at Aaa
-- Class A-AB, $45,000,000, affirmed at Aaa
-- Class A-J, $93,008,000, affirmed at Aaa
-- Class A-X, Notional, affirmed at Aaa
-- Class A-SP, Notional, affirmed at Aaa
-- Class B, $23,253,000, affirmed at Aa2
-- Class C, $13,286,000, affirmed at Aa3
-- Class D, $23,252,000, affirmed at A2
-- Class E, $16,609,000, affirmed at A3
-- Class F, $16,609,000, affirmed at Baa1
-- Class G, $13,287,000, affirmed at Baa2
-- Class H, $16,608,000, affirmed at Baa3
-- Class J, $4,983,000, affirmed at Ba1
-- Class K, $8,304,000, affirmed at Ba2
-- Class L, $6,643,000, affirmed at Ba3
-- Class M, $1,661,000, affirmed at B1
-- Class N, $4,983,000, affirmed at B2
-- Class O, $4,982,000, affirmed at B3

As of the June 15, 2007 distribution date, the transaction's
aggregate certificate balance decreased by about 1.1% to $1.31
billion from $1.33 billion at securitization.  The certificates
are collateralized by 159 loans, ranging in size from less than 1%
to 7.6% of the pool, with the top 10 loans representing 38% of the
pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Eighteen
loans, representing 7.9% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 and partial-year 2007
operating results for 98.2% and 40.5%, respectively, of the pool.
Moody's weighted average loan to value ratio is 97.1%, compared to
100% at securitization, resulting in an affirmation of all
classes.

The top three loans represent 17.5% of the pool.  The largest loan
is the Two Rodeo Drive Loan ($100 million -- 7.6%), which is
secured by a 127,000 square foot upscale retail property located
in Beverly Hills, California.  The property was 95.5% leased as of
March 2007, compared to 83.2% at securitization.  Although
occupancy has improved since securitization, Moody's original
analysis incorporated a stabilized occupancy level, which has now
occurred.  Moody's LTV is 103.7%, the same as at securitization.

The second largest loan is the Lynwood Marketplace Loan
($70.9 million -- 5.4%), which is secured by a 397,000 square foot
grocery-anchored retail center located in Lynwood (Los Angeles),
California.  The property was 97.5% occupied as of December 2006,
essentially the same as at securitization.  Moody's LTV is 79.9%,
compared to 81.2% at securitization.

The third largest loan is the Hilton Gaslamp Quarter Hotel Loan
($59.6 million -- 4.5%), which is secured by a 282-room full
service hotel located in San Diego, California.  RevPAR for
calendar year 2006 was $158.71, compared to $140.02 at
securitization.  Moody's LTV is 107.7%, compared to 119.8% at
securitization.


DELTA AIR: Fitch Puts EETC's Ratings on Positive Watch
------------------------------------------------------
In the wake of Delta Air Lines' emergence from Chapter 11
bankruptcy protection on April 30, 2007, Fitch Ratings has placed
Delta Enhanced Equipment Trust Certificate transactions on Rating
Watch Positive.  EETC's are hybrid corporate - structured debt
obligations in which payment on the notes is effectively supported
by the underlying corporate entity, while structured elements of
the transaction provide protection to investors in the event of
issuer default.  As such, Fitch's ratings on EETC transactions
begin with the underlying Issuer Default Rating of the issuing
entity and are adjusted upward depending on the structural
enhancements in place. Based on the foregoing, Fitch lowered its
EETC ratings for Delta following their Sept. 14, 2005 bankruptcy
filing.  As a result of Delta's re-emergence from bankruptcy
protection, Fitch anticipates that, subject to the availability of
certain information related to the collateral and any
modifications to transaction structures, ratings on EETC tranches
will improve due to the improvement in the implied credit-
worthiness of the issuer.  The affected EETC classes are:

Delta Air Lines Pass Through Certificates, Series 1992

    -- Class B2 rated 'CC/DR4'.

Delta Air Lines Pass Through Certificates, Series 1993

    -- Class A2 rated 'CC/DR4'.

Delta Air Lines Pass Through Certificates, Series 2000-1

    -- Class A1 rated 'B';
    -- Class A2 rated 'B';
    -- Class B rated 'CCC / DR1'.

Delta Air Lines Pass Through Certificates, Series 2001-1

    -- Class A1 rated 'B';
    -- Class A2 rated 'B';
    -- Class B rated 'CCC/DR1'.

Delta Air Lines European Enhanced Equipment Trust Certificates,
Series 2001-2

    -- Class A rated 'BBB-';
    -- Class B rated 'CCC/DR1'.

Delta Air Lines Pass Through Certificates, Series 2002-1

    -- Class C rated 'CC/DR5'.


ENVIRONMENTAL SERVICE: Posts $1.1 Million Net Loss in 1st Quarter
-----------------------------------------------------------------
Environmental Service Professionals Inc. reported a net loss of
$1.1 million on net revenue of $245,717 for the first quarter
ended March 31, 2007, compared with a net loss of $41,411 on zero
revenue for the same period last year.

The increase in revenue was a result of the reverse merger of
Pacific Environmental Sampling Inc. into Glas-Aire industries
Group Ltd., which then changed its name to Environmental Service
Professionals Inc.         

The increase in net loss was the result of an increase in general  
and administrative expenses and marketing costs, as well as
significant costs incurred for the reverse merger.

At March 31, 2007, the company's consolidated balance sheet showed
$11.8 million in total assets, $2.8 million in total liabilities,
and $9 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $896,590 in total current assets
available to pay $1,678,200 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2176

                      Going Concern Doubt

Chang G. Park CPA, in Chula Vista, Calif. expressed substantial
doubt about Environmental Service Professionals Inc.'s ability to  
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditor pointed to the company's losses from
operations.

                  About Environmental Services

Headquartered in Palm Springs, Calif., Environmental Professionals
Inc. (OTC BB: EVSP.OB) -- http://www.espusa.net/-- fka Glas-Aire
Industries  Group Ltd., provides mold and moisture management,
providing limited mold and allergen survey services for single
family, multi-tenant residential and commercial buildings.


FAIRFAX FINANCIAL: Earns $110.9 Million in Quarter Ended March 31
-----------------------------------------------------------------
Fairfax Financial Holdings Limited reported net earnings of
$110.9 million on revenue of $1.5 billion for the first quarter
ended March 31, 2007, compared with net earnings of $198.4 million
on revenue of $1.7 billion for the first quarter of 2006.

The decrease in revenue in the first quarter of 2007 was
principally a result of the decline in net investment gains and a
4.0% decrease in net premiums earned, partially offset by
increased interest and dividend income and claims fees earned.

The decline in net earnings reflects decreased net investment
gains in the first quarter of 2007 of $98.8 million compared to
$289.6 million in the first quarter of 2006 (which included a gain
of $137.3 million on the sale of the company's remaining
investment in Zenith National Insurance Corp.), partially offset
by a $49.4 million increase in interest and dividend income driven
by higher interest rates and a larger investment portfolio during
the first quarter of 2007 compared to the first quarter of 2006.

First quarter 2007 net earnings benefited from a reduced effective
income tax rate of 32.8% compared to 36.9% for the first quarter
of 2006, the decline in rate being primarily attributable to
income earned in lower tax rate jurisdictions.  

Losses from non-controlling interests of $51.9 million for the
quarter ended March 31, 2007, was largely unchanged from the
losses from non-controlling interest of $49.7 million for the same
period in 2006.  

Consolidated operating expenses was $284.8 million in the first
quarter of 2007, compared with $261 million in the same period in
2006.  Of the $284.8 million total, $191.3 million related to
insurance, reinsurance, runoff operations and corporate overhead,
while the balance of $93.5 million related to Cunningham Lindsey.

The company held $774.3 million of cash, short term investments
and marketable securities at the holding company level at
March 31, 2007, compared to $767.4 million at Dec. 31, 2006.

Holding company debt declined during the first quarter by
$73.4 million (excluding the reduction arising from the adoption
of new accounting standards) to $1.3 billion following the
repayment of maturing debt and open market bond repurchases during
the quarter.

Subsidiary portfolio cash and investments at March 31, 2007,
totaled $17.0 billion at carrying value, or $16.3 billion net of
short sale and derivative obligations.

At March 31, 2007, the company's consolidated balance sheet showed
$26.4 billion in total assets, $23.4 billion in total liabilities,
and $3.0 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2178

                     About Fairfax Financial

Based in Toronto, Canada, Fairfax Financial Holdings Limited (TSX:
FFH) (NYSE: FFH) -- http://www.fairfax.ca/-- is a financial  
services holding company which, through its subsidiaries, is
engaged in property and casualty insurance and reinsurance,
investment management and insurance claims management.

                          *     *     *

Fairfax Financial Holdings Ltd.'s 7-3/4% Senior Notes due 2012
carry Moody's Investors Service's 'Ba3' rating and Standard &
Poor's 'BB' rating.

Fitch Ratings assigned a 'B+' rating to Fairfax Financial
Holdings Limited's $464 million issue of unsecured senior notes
due 2022.  Fitch has also affirmed Fairfax's 'BB-' Issuer Default
Rating and 'B+' senior unsecured debt rating.  The Rating Outlook
is Stable.


FAREPORT CAPITAL: Defaults on Seventeen Secured Debentures
----------------------------------------------------------
Fareport Capital Inc. has seventeen secured creditors each of whom
hold debentures payable by Fareport.  Fareport has ceased to make
payments on these secured debentures and these debentures are
currently in default.

Fareport and A to Z Capital Corp., and its affiliate A to Z SPI 3
Inc., have negotiated settlement agreements with all seventeen of
Fareport's secured creditors well as five of Fareport's largest
unsecured debt holders, which agreements are subject to certain
conditions.  

The settlement agreements will have the effect of canceling each
of the secured creditor's debentures and the unsecured debt
through payments of a combination of cash and common shares of
Fareport which will be financed concurrently with the completion
of a Proposed Private Placement.  After the secured creditor's
debentures and the applicable unsecured debt has been cancelled,
Fareport will have no outstanding long term debt, excluding its
trade accounts payable and including certain professional fees
incurred in the ordinary course of business.

The total amount of debt to be settled is $2,578,884, specifically
$200,000 for A to Z, $1,588,884 for the secured Debenture holders
and $790,000 for the unsecured creditors for which the Fareport is
indebted to.

As part of the settlement, secured and unsecured creditors are to
receive 30% of the total outstanding debt owed to them by the
Corporation (i.e. 30 cents on the dollar, being $773,665), with
10% (or 10 cents on the dollar or $253,888) being paid in the form
of Common Shares and 20% (i.e. 20 cents on the dollar or $515,776)
being paid in the form of cash.

The creditors have accepted the proposed Shares for Debt
Transaction involving each of the settlement agreements are
conditional upon:

   (a) the dismissal or dissolution of the cease trade order of
       the Ontario Securities Commission dated Sept. 26, 2005
       regarding Fareport;

   (b) the dismissal of the Action;

   (c) approval of the Proposed Private Placement Transaction by
       the TSX-V;

   (d) requisite disinterested shareholder approval at a special
       meeting of shareholders of Fareport called for such
       purpose; and

   (e) other customary conditions for similar transactions. The
       Ontario Securities Commission has already dismissed the
       cease trade order dated Sept. 26, 2005.

              A to Z Restructuring & Refinancing Pact

Fareport has reached an agreement with A to Z Capital Corp., and
its affiliate A to Z SPI 3 Inc., to refinance and restructure the
corporation.  The agreement contemplates a restructuring
involving:

   (a) the issuance of certain pre-consolidation common shares in
       the capital of Fareport in exchange for existing
       indebtedness held by A to Z and other existing secured and
       unsecured creditors of Fareport;

   (b) a proposed private placement financing transaction to be
       completed by A to Z with Fareport for the issuance of
       Common Shares; and

   (c) a proposed consolidation of the Common Shares by Fareport.

The transactions and any share issuances will be subject to both
Exchange and disinterested shareholder approval.

The result of the transactions will be to effect a change in
control in Fareport such that the company would then be controlled
by A to Z.

                         Bridge Financing

A to Z has invested $200,000, $189,775 plus fees of counsel, into
Fareport by way of a secured Demand Debenture to bridge finance
certain of Fareport's essential services, to permit Fareport to
continue to operate as a going concern.  It is proposed that the
principal amount on the Demand Debenture be converted to 266,667
Common Shares at a price of $0.0075 being the Maximum Discounted
Market Price.

The share price of $0.0075 is predicated upon the understanding
that the Share Consolidation will be effectuated immediately
thereafter.  A to Z will waive all accrued and unpaid interest
thereon existing as of the date hereof calculated at the rate of
12% per annum.

                        Litigation Settled

Fareport was engaged in ongoing litigation commenced in the
Superior Court of Ontario by Fareport and related or counter
claims with certain of its secured creditors, directors and other
interested parties since 2005 bearing Court File No. 05-CV-
293520PD1.  The litigants have mutually agreed to the dismissal of
the action, subject to the transactions being closed.
        
                         Private Placement

If TSX-V conditional approval of the Proposed Private Placement
Transaction is received, A to Z will complete the proposed Private
Placement Transaction in the total amount of $1,800,000, excluding
the funds invested under the Demand Debenture.

The effective market price of the Common Shares to be issued by
Fareport to A to Z at the maximum Discounted Market Price will be
$0.0075 per Common Share for a total of 240,000,000 Common Shares
prior to the Share Consolidation being effected or 2,400,000 Post
Consolidation Shares.

As part of the Proposed Private Placement Transaction, Fareport
will issue to A to Z a common share purchase warrant equalling 12%
of the proposed Private Placement Transaction, being 21,600,000
Common Shares or 216,000 Post Consolidation Shares, which shares
Fareport has reserved, allotted and approved for issuance on the
exercise of the Warrant.

The Warrant will be non-transferable and exercisable at the price
at which the proposed Private Placement Transaction is completed,
without discount, being $0.01 per share, subject to customary
adjustment for the completion of a proposed Share Consolidation.  
The Warrant will have a term of two years in accordance with the
TSX-V policies.

                        Share Consolidation

In accordance with TSX-V Policy 5.8, Fareport will immediately
upon completion of the Shares for Debt Transaction and the Private
Placement Transaction, effect the proposed Share Consolidation on
the basis of 100 pre-consolidation Common Shares for each one Post
Consolidation Share.

After the completion of the Transactions, Fareport will have a
total of 3,216,714 Post Consolidation Shares outstanding on a
fully diluted basis.  In connection with TSX-V Policy 5.8,
Fareport will comply with the applicable exchange, disclosure and
filing requirements contained therein for the proposed Share
Consolidation.

In accordance with TSX-V Policy 5.1, Fareport will not pay any
finder's fee, placement fee or similar fee to A to Z or to any
third party as part of the completion of the Transactions.

                     Request for Price Protection

The corporation has made a formal request to the TSX-V for price
protection in respect of the Transactions at $0.01 for (i) the
issuance of Common Shares in connection with the Shares for Debt
Transaction, (ii) issuance of Common Shares in connection with the
Private Placement Transaction, and (iii) the Share Consolidation.

The price of the Common Shares of $0.01 equals the pre-
consolidation market value of Fareport's Common Shares as of the
close of markets on June 5 and June 27.

In connection with the Share for Debt Transaction, Fareport will
issue Common Shares as part of the consideration for the
settlement of the secured debentures held by Fareport's series 1
debenture holders and for the settlement of Fareport's current
outstanding indebtedness with certain unsecured creditors,
together with the settlement of A to Z's Demand Debenture, the
latter of which will be effected at an effective price of $0.0075,
which amount represents the maximum Discounted Market Price.

In connection with the Private Placement Transaction, Fareport
will issue Common Shares to A to Z as part of its proposed Private
Placement Transaction totalling $2,000,000 at the effective price
of $0.0075, which amount again represents the maximum Discounted
Market Price.

In connection with the proposed Share Consolidation, Fareport has
also formally requested approval of a 100:1 rollback of Fareport's
Common Shares, which rollback will occur immediately after the
issuance of the pre-consolidation Common Shares for the Shares for
Debt Transaction and the Private Placement Transaction including
the issuance of the Warrant.

Upon receiving conditional approval and price protection from the
TSX-V for the proposed Transactions, Fareport will seek the
requisite shareholder approval of each of the component parts of
the proposed Transactions, including the consolidation of
Fareport's common shares, at a special meeting of the shareholders
called for that purpose.

Each of the component parts of the proposed Transactions,
including the consolidation of Fareport's Common Shares, shall
occur concurrently.  Upon receiving the requisite shareholder
approval, Fareport will seek final approval of the proposed
Transactions from the TSX-V and expects to close the proposed
Transactions in late July of this year.

                     Post-Financing Governance

If the Proposed Financing receives all applicable shareholder and
regulatory approvals and all conditions to closing are satisfied,
Fareport will constitute a new board of directors concurrently
with the transactions.  It is currently expected that Emlyn David
will remain as the president and a director of Fareport and that
Andrew DeFrancesco, a nominee of A to Z, will be elected to the
board of directors, together with at least one additional
independent director, specifically David Lucatch of Toronto,
Ontario, who is currently a director of another TSX listed
company.

Robert Donaldson and Michael Rabinovici are expected to resign
from the board of directors effective on the completion of the
Transactions and constitution of the new slate of directors.

                     About A TO Z Capital Corp.

A to Z Capital Corp. is a private issuer engaged in private equity
transactions, including the restructuring and reorganization of
distressed entities, acquisitions and business combinations,
change in control transactions and mezzanine and subordinated debt
financings.

                    About Fareport Capital Inc.

Founded in 1997, Fareport Capital Inc. (TSX VENTURE: CAB) --
http://www.fareport.com/-- is a progressive personal & company  
transportation services corporation, established in the taxicab
and transportation industries in Toronto, Ontario, Canada.

Consolidating and financing its taxi brokerages, licensing, and
dispatch operations in Greater Toronto, Fareport has evolved to
offer customized financing solutions and products for a wide
spectrum of ventures in the personal & company transportation
industry, including lease or purchase of equipment, technology,
and fixed assets.

At Jan. 31, 2007, the company's balance sheet showed a
stockholders' deficit of $3.2 million, compared to a deficit of
$2.8 million at July 31, 2006.


FERRO CORP: Richard Hipple Elected to Board's Finance Committee
---------------------------------------------------------------
Ferro Corporation's Board of Directors has elected Richard J.
Hipple to serve on its Finance Committee.  The election increases
the number of members of Ferro's Board to ten.

Mr. Hipple has served as Chairman, President and Chief Executive
Officer of Brush Engineered Materials Inc. since 2006.  He joined
Brush in 2001 and has held a variety of senior management
positions, including President and Chief Operating Officer.  Prior
to joining Brush, Mr. Hipple was President of LTV Steel Company, a
business unit of LTV Corporation.

Mr. Hipple received a bachelor's degree in engineering from Drexel
University in 1975.

"We are very pleased to have Dick join our Board and provide us
the benefits of his experience in managing global operations of
multinational companies," said Ferro Chairman, President and Chief
Executive Officer James F. Kirsch.  "I look forward to Dick's
guidance and contribution to the Board as we accomplish our
transformation of Ferro into a winning organization."

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE: FOE)
-- http://www.ferro.com/-- is a global producer of an array of
specialty chemicals including coatings, enamels, pigments,
plastic compounds, and specialty chemicals for use in industries
ranging from construction, pharmaceuticals and
telecommunications.  Ferro operates through the following five
primary business segments: Performance Coatings, Electronic
Materials, Color and Performance Glass Materials, Polymer
Additives, and Specialty Plastics.  Revenues were US$2 billion
for the FYE ended Dec. 31, 2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.

                       *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned a B1 corporate family rating to
Ferro Corporation.  Moody's also assigned a B1 rating to the
company's $200 million senior secured notes (issued as unsecured
notes in 2001) due in January 2009 and an SGL-3 speculative grade
liquidity rating.


FORD MOTOR: Submits Bid for Romanian Auto Assembly Plant
--------------------------------------------------------
Ford Motor Company's bid for the Automobile Craiova assembly plant
in Romania has been handed over to the Romanian Authority for
State Assets Recovery, meeting the July 5 deadline for bid
submissions.

The bid was formally opened by the Privatisation Commission at an
event in Bucharest on July 6, 2007.

"We are pleased to confirm that we have submitted our bid to
purchase the Romanian auto plant in Craiova," Ford of Europe
President and CEO John Fleming, said.  "Although it is too early
to discuss specifics of our proposal, we believe it offers the
best combination of financial, technological and environmental
commitments under which Ford would turn the Craiova facility into
a highly innovative world-class manufacturing complex with
significant employment opportunities."

"For more than two years, we have maintained a strong level of
interest in the Automobile Craiova facility," Lyle Watters, Ford
of Europe's Director for Business Strategy said.  "We have visited
the plant on several occasions and met with management and Union
leaders.  Now, we are very excited to arrive at the point where we
can share our long-term strategic plan with the Privatization
Committee".

"Our goal is to provide the people of Romania with exciting,
locally-produced and high quality Ford vehicles, as well as to
develop a significant export market for those vehicles that will
contribute positively to the Romanian economy," Mr. Watters added.


Ford believes the facility in Craiova is a strategically important
site for the company's future growth.  Ford of Europe produced
1.86 million units at seven assembly plants in 2006 and additional
manufacturing space is needed to meet its ambitious new product
and growth plans.

"If we are successful in our bid, we would expect to expand and
improve the Craiova manufacturing operations, increase employment
and attract additional suppliers to the area," Mr. Fleming said.

Success for Ford would also allow the company to become an
integral member of the Romanian community.

"We see it as our corporate responsibility to make a positive
contribution to life in the communities where we operate," Mr.
Fleming said.  "We have demonstrated this already in countries as
diverse as Germany, Britain, Belgium, Turkey, Russia and Spain,
proving that Ford not only builds great vehicles but also is a
good neighbour and committed corporate citizen."

Ford of Europe is responsible for producing, selling and servicing
Ford brand vehicles in 47 individual markets.  The first Ford cars
were shipped to Europe in 1903 -- the same year Ford Motor Company
was founded.  Ford of Europe now employs approximately 66,000
people.  In addition to Ford Motor Credit Company, Ford of Europe
operations include Ford Customer Service Division and 22
manufacturing facilities, including joint ventures.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


FORD MOTOR: Sets July 19 Deadline for Jaguar & Land Rover Bids
--------------------------------------------------------------
Ford Motor Company has set July 19, 2007, as the deadline for
bidders to present indicative bids for its Jaguar and Land Rover
car brands, Robert Wright of the Financial Times reports citing
the Sunday Times and sources within the company.

As reported in the Troubled Company Reporter on June 13, 2007, the
company employed help from investment banks including Goldman
Sachs, HSBC and Morgan Stanley to explore the sale of its
two British luxury brands, which had lost $12.6 billion last year.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


GAMESTOP CORP: Board Okays Redemption of Sr. Floating Rate Notes
----------------------------------------------------------------
GameStop Corp.'s Board of Directors last week authorized the
redemption of all $120 million of the outstanding bonds remaining
under its and GameStop, Inc.'s Senior Floating Rate Notes due
2011.  The Notes are redeemable by the Issuers beginning Oct. 1,
2007.

The company expects to incur a one-time pre-tax charge of
approximately $3.8 million in the third quarter of 2007 associated
with the redemption, which represents the $2.4 million premium
paid to bondholders to redeem the remaining bonds and $1.4 million
of deferred financing costs.

The terms and conditions of the Notes permit the Issuers to
unconditionally redeem all of the Notes at a redemption price of
102% plus accrued and unpaid interest up to and including the date
fixed for redemption.  The expected date for redemption by the
Issuers is Oct. 1, 2007.

Formal notice of the redemption will be made to bondholders in
accordance with the terms of the Notes, with such notice to be
mailed at least 30 days but no more than 60 days before the
redemption date.

                    About GameStop Corp.

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE:GME)
-- http://www.gamestop.com/-- sells video games.  The company
operates 4,778 retail stores throughout the United States,
Austria, Australia, Canada, Denmark, Finland, Germany, Italy,
Ireland, New Zealand, Norway, Puerto Rico, Spain, Sweden,
Switzerland and the United Kingdom.  The company also owns
commerce-enabled Web properties, GameStop.com and ebgames.com,
and Game Informer(R) magazine, a leading video and computer game
publication.  GameStop sells the most popular new software,
hardware and game accessories for the PC and next generation
video game systems from Sony, Nintendo, and Microsoft.  In
addition, the company sells computer and video game magazines
and strategy guides, action figures, and other related
merchandise.

                       *     *     *

As reported in the Troubled Company Reporter on May 22, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on GameStop Corp. to 'BB-' from
'B+'.  At the same time, the ratings on the $475 million fixed-
rate and the $475 million floating-rate notes were also changed to
'BB-'.

The rating change is based on the company's successful integration
of EB Games, strengthened cash flow protection measures, and
continued debt reduction.  The outlook is positive.


HEALTH CHEM: March 31 Balance Sheet Upside-down by $17.1 Million
----------------------------------------------------------------
Health Chem Corp.'s consolidated balance sheet at March 31, 2007,
showed $5.3 million in total assets, $22.4 million in total
liabilities, and $3,000 in minority interest, resulting in a
$17.1 million total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $3.6 million in total current
assets available to pay $20.2 million in total current
liabilities.

The company reported a net loss of $522,000 on net sales of
$1.1 million for the first quarter ended March 31, 2007, compared
with a net loss of $345,000 on net sales of $1.6 million for the
same period ended March 31, 2006.

Net sales of transdermal nitroglycerin patches decreased by 29%
during the 2007 period.  This decrease is due primarily to a 57%
decline in sales of transdermal nitroglycerin patches to one of
the company's largest customers during the first three months of
2007 as compared to the same period in 2006.

The increase in net loss is mainly a result of the decrease in net
sales and the increases in legal and professional/consulting fees
attributable to the Key royalty negotiations, partly offset by
product development income of $268,000 and other income of
$26,000, compared to $5,000 of product development income and zero
other income in the 2006 quarter.

The increase in product development income for the three months
ended March 31, 2007, was due primarily to additional development
work income associated with two new projects that commenced
subsequent to March 31, 2006.

Other income for the three months ended March 31, 2007, was
$26,000, consisting solely of proceeds received from a trademark
infringement claim settlement.  

Net interest expense decreased by $11,000, or 5%, to $197,000 for
the three months ended March 31, 2007, as compared to $208,000 for
the same period in 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2175

                      Default on Debentures

As of March 31, 2007, the company had aggregate debts and
liabilities of $22.4 million which include $11.6 million due under
outstanding debentures which became due in 1999 and under which
the company is currently in default and $7.6 million of royalties
due under the Key License which allows the company to utilize
certain technology incorporated into its current transdermal
patch.  The company does not have cash on hand to repay the amount
due under the debentures.

                License Agreement Termination

In April 2007, Key Pharmaceuticals, Inc., terminated the License
Agreement for, among other things, Hercon Laboratories
Corporation's failure to pay accrued royalties and thereafter
filed a complaint against Hercon demanding payment of all amounts
due under the License Agreement.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Demetrius & Company LLC, in Wayne, N.J., expressed substantial
doubt about Health Chem Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's defaulting on payments to its bondholders
and licensors, and working capital deficiencies.


                     About Health Chem

Headquartered in Emigsville, Pa., Health Chem Corp. (Other OTC:
HCLC.PK) -- http://www.healthchem.com/-- develops, manufactures   
and markets transdermal drug delivery systems and undertakes
research and development activities for third parties on a
contract basis.  Currently, the company's sole product is a
prescription transdermal patch which delivers nitroglycerin for
use in the relief of the vascular and cardiovascular symptoms
related to angina pectoris (chest pain).  

Health Chem conducts a majority of its business through its 90%-
owned subsidiary, Transderm Laboratories Corporation, which
conducts its business primarily through Hercon Laboratories
Corporation, Transderm's 98.5% owned subsidiary.


HEXION SPECIALTY: Apollo Ups Offer for Huntsman to $28 Per Share
----------------------------------------------------------------
Apollo Management LP, through Hexion Specialty Chemicals Inc.,
increased its offer to buy Huntsman Corp. to $28 per share, the
Wall Street Journal reports.  With the new offer, the transaction
is now valued at $10.5 billion, including debt, the report adds.

As reported in the Troubled Company Reporter on July 6, 2007,
Apollo had previously offered to acquire all of Huntsman's
outstanding common stock at $27.25 per share in cash, topping
Basell International Holdings BV's $25.25 per share in cash offer.

                       About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global industries
including chemicals, plastics, automotive, aviation, textiles,
footwear, paints and coatings, construction, technology,
agriculture, health care,  detergent, personal care, furniture,
appliances and packaging.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexion.com/-- serves the global wood and industrial   
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is owned
by an affiliate of Apollo Management, L.P.  The company has
locations in China, Australia, Netherlands, and Brazil. It is an
Apollo Management L.P. portfolio company.  Hexion had 2006 sales
of $5.2 billion and employs more than 7,000 associates.

                           *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Columbus, Ohio-based Hexion Specialty
Chemicals Inc. on CreditWatch with negative implications.  The
ratings on related entities were also placed on CreditWatch.


HUNTSMAN CORP: Apollo Increases Offer to $28 Per Share
------------------------------------------------------
Apollo Management LP, through Hexion Specialty Chemicals Inc.,
increased its offer to buy Huntsman Corp. to $28 per share, the
Wall Street Journal reports.  With the new offer, the transaction
is now valued at $10.5 billion, including debt, the report adds.

As reported in the Troubled Company Reporter on July 6, 2007,
Apollo had previously offered to acquire all of Huntsman's
outstanding common stock at $27.25 per share in cash, topping
Basell International Holdings BV's $25.25 per share in cash offer.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexion.com/-- serves the global wood and industrial   
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is owned
by an affiliate of Apollo Management, L.P.  The company has
locations in China, Australia, Netherlands, and Brazil. It is an
Apollo Management L.P. portfolio company.  Hexion had 2006 sales
of $5.2 billion and employs more than 7,000 associates.

                         About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global industries
including chemicals, plastics, automotive, aviation, textiles,
footwear, paints and coatings, construction, technology,
agriculture, health care,  detergent, personal care, furniture,
appliances and packaging.

                       *     *     *

As reported in the Troubled Company Reporter on June 28, 2007,
Moody's Investors Service placed the debt ratings and the
corporate family ratings (CFR -- Ba3) for Huntsman Corporation and
Huntsman International LLC, a subsidiary of Huntsman under review
for possible downgrade.


ION MEDIA: March 31 Balance Sheet Upside-down by $1.9 Billion
-------------------------------------------------------------
Ion Media Networks Inc.'s balance sheet at March 31, 2007, showed
$1.05 billion in total assets, $2.07 billion in total liabilities,
$881.1 million in mandatorily redeemable and convertible preferred
stock, and $6.9 million in contingent class B common stock and
stock option purchase obligations, resulting in a $1.9 billion
total stockholders' deficit.

The company's consolidated financial statements for the quarter
ended March 31, 2007, also showed strained liquidity with
$79.5 million in total current assets available to pay
$711.7 million in total current liabilities.

The company reported a net loss of $37.7 million on net revenues
of $59.4 million for the first quarter ended March 31, 2007,
compared with a net loss of $40.4 million on net revenues of
$60.7 million for the same period ended March 31, 2006.

The decrease in net revenues in the first quarter of 2007
primarily reflects lower rates realized on infomercials, partially
offset by network spot and content partnership revenues in 2007
that were not present in 2006.

The decrease in net loss is mainly a result of decreased program
rights amortization and selling and general administrative
expenses, partly offset by higher dividends on mandatorily
redeemable preferred stock of $20.3 million compared to
$18.9 million in 2006, and equity in loss of unconsolidated
investment of $1.0 million, absent in 2006.  

Program rights amortization expense decreased to $4.0 million
during the three months ended March 31, 2007, compared with
$7.3 million for the three months ended March 31, 2006.  The
decrease is due to the replacement of previously existing
programming assets with less expensive, shorter term program
license agreements.

SG&A was $15.4 million during the three months ended March 31,
2007, compared with $20.0 million for the comparable period in the
prior year.  The decrease was primarily due to lower employee
compensation costs of $2.8 million in 2007, including a
$1.2 million decrease in stock-based compensation expense, and the
recognition of $1.3 million of expense in 2006 for the settlement
of litigation.  

Cash provided by operating activities was $3.1 million for the
first three months of 2007, as compared to $17.9 million for the
first three months of 2006.  The decrease is mainly due to the
$27.2 million cash interest payment in 2007 that was not required
in 2006, partially offset by lower restructuring and other
contractual payments in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?217a

                          About ION Media

ION Media Networks Inc. in West Palm Beach, Florida (AMEX: ION)
-- http://www.ionmedia.tv/-- owns and operates a broadcast    
television station group and ION Television, reaching over 90
million U.S. television households via its nationwide broadcast
television, cable and satellite distribution systems.  ION
Television currently features popular television series and movies
from the award-winning libraries of Warner Bros., Sony Pictures
Television, CBS Television and NBC Universal.  In addition, the
network has partnered with RHI Entertainment, which owns over
4,000 hours of acclaimed television content, to provide high-
quality primetime programming beginning July 2007.  

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                           *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Standard & Poor's Ratings Services placed its ratings on Ion Media
Networks Inc., including the 'CCC+' corporate credit rating, on
creditwatch with developing implications.  The creditwatch
placement follows Ion's announcement that it entered into an
agreement with Citadel Investment Group LLC and NBC Universal Inc.
for a comprehensive recapitalization of Ion.


JP MORGAN: Moody's Affirms Low-B Ratings on Six 2005-CIBC13 Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 25 classes of
J.P. Morgan Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-CIBC13 as:

-- Class A-1, $61,383,556, affirmed at Aaa
-- Class A-2, $130,193,000, affirmed at Aaa
-- Class A-2FL, $250,000,000, affirmed at Aaa
-- Class A-3A1, $206,403,000, affirmed at Aaa
-- Class A-3A2, $25,000,000, affirmed at Aaa
-- Class A-4, $751,702,000, affirmed at Aaa
-- Class A-SB, $135,140,000, affirmed at Aaa
-- Class A-1A, $320,759,700, affirmed at Aaa
-- Class A-M, $272,056,000, affirmed at Aaa
-- Class A-J, $187,039,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $54,411,000, affirmed at Aa2
-- Class C, $23,805,000, affirmed at Aa3
-- Class D, $44,210,000, affirmed at A2
-- Class E, $34,007,000, affirmed at A3
-- Class F, $37,407,000, affirmed at Baa1
-- Class G, $30,607,000, affirmed at Baa2
-- Class H, $34,007,000, affirmed at Baa3
-- Class J, $10,202,000, affirmed at Ba1
-- Class K, $17,003,000, affirmed at Ba2
-- Class L, $10,203,000, affirmed at Ba3
-- Class M, $6,801,000, affirmed at B1
-- Class N, $10,202,000, affirmed at B2
-- Class P, $6,801,000, affirmed at B3

As of the June 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 0.9% to
$2.7 billion from $2.72 billion at securitization.  The
certificates are collateralized by 230 mortgage loans.  The loans
range in size from less than 1% to 6.7% of the pool, with the top
10 loans representing 32.8% of the pool.  Two loans, representing
1.5% of the pool, are in special servicing.  Moody's is estimating
$2.8 million of losses from all the specially serviced loans.
There have been no loans liquidated or defeased from the pool.
Thirty-eight loans, representing 14.5% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 93.6% and 70.3%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 102.5%, compared to 102% at securitization.

The three largest loans represent 17.4% of the pool.  The largest
loan is the DRA-CRT Portfolio I Loan ($180.9 million -- 6.7%), a
portfolio of 16 suburban office properties containing a total of
1.5 million square feet.  The properties are located in Orlando
and Jacksonville, Florida, Charlotte, North Carolina and
Rockville, Maryland.  The loan is interest only for its entire
term.  Moody's LTV is in excess of 100%, the same as at
securitization.

The second largest loan is the Mellon Bank Center Loan
($171.5 million -- 6.4%), which is secured by a 703,382 square
foot office property located in Los Angeles, California.  The loan
is interest only for its entire term.  Moody's LTV is in excess of
100%, the same as at securitization.

The third largest loan is the Shore Club Loan
($111.5 million -- 4.3%), which is secured by a 322-room, beach
front boutique hotel located in Miami Beach, Florida.  The loan is
on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is in excess of 100%, the same as at
securitization.


JP MORGAN: Moody's Holds Low-B Ratings on Six 2005-CIBC12 Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
J.P. Morgan Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-CIBC12 as:

-- Class A-1, $18,123,892, affirmed at Aaa
-- Class A-2, $171,215,000, affirmed at Aaa
-- Class A-3A1, $163,601,000, affirmed at Aaa
-- Class A-3A2, $122,934,000, affirmed at Aaa
-- Class A-3B, $200,000,000, affirmed at Aaa
-- Class A-4, $649,324,000, affirmed at Aaa
-- Class A-SB, $137,352,000, affirmed at Aaa
-- Class A-M, $216,704,000, affirmed at Aaa
-- Class A-J, $162,527,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class B, $43,341,000, affirmed at Aa2
-- Class C, $18,962,000, affirmed at Aa3
-- Class D, $32,505,000, affirmed at A2
-- Class E, $27,088,000, affirmed at A3
-- Class F, $24,380,000, affirmed at Baa1
-- Class G, $24,379,000, affirmed at Baa2
-- Class H, $29,797,000, affirmed at Baa3
-- Class J, $8,126,000, affirmed at Ba1
-- Class K, $8,126,000, affirmed at Ba2
-- Class L, $8,127,000, affirmed at Ba3
-- Class M, $5,417,000, affirmed at B1
-- Class N, $8,127,000, affirmed at B2
-- Class P, $5,417,000, affirmed at B3

As of the June 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 2.5% to
$2.16 billion from $2.22 billion at securitization.  The
Certificates are collateralized by 192 mortgage loans.  The loans
range in size from less than 1% to 4.7% of the pool, with the top
10 loans representing 24.4% of the pool.  The pool includes three
shadow rated loans, representing 7.6% of the outstanding pool
balance.  Two loans, representing 0.6% of the pool, are in special
servicing.  Moody's is not estimating losses from these loans
currently.  One loan has been liquidated from the pool with a loss
of $24,300.  No loans have defeased.  Thirty loans, representing
11.1% of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 92.1% and 75.6%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 97.2%, compared to 96.7% at securitization.

The largest shadow rated loan is the Universal Hotel Portfolio
Loan ($100 million -- 4.7%), which is secured by three full
service hotels containing a total of 2,400 rooms and all located
within the Universal Theme Park in Orlando, Florida.  The loan
represents a 25% pari-passu interest in a $400 million loan.  In
addition, the property is also encumbered by a $50 million junior
non-pooled component.  The loan is interest only for its entire
term.  Moody's current shadow rating is Baa3, the same as at
securitization.

The second largest shadow rated loan is the 4250 North Fairfax
Drive Loan ($45 million -- 2.1%), which is secured by a 304,500
square foot office building located in Arlington, Virginia.  The
loan is interest only for its entire term.  Moody's current shadow
rating is A3, the same as at securitization.

The third largest shadow rated loan is the Watertower Place at
Celebration Loan ($16.6 million -- 0.8%), which is secured by a
123,800 square foot retail center located in Celebration, Florida.
As of year-end 2006, occupancy was 79.5%, compared to 94.6% at
securitization.  Moody's current shadow rating is Ba1, compared to
Baa2 at securitization.

The three largest conduit loans represent 9.1% of the pool.  The
largest conduit loan is the 40 Rector Street Loan
($80 million -- 3.8%), which is secured by a 440,130 square foot
office property located in New York City.  The loan is interest
only for its entire term.  Moody's LTV is in excess of 100% the
same as at securitization.

The second largest conduit loan is the Promenade at Westlake Loan
($70 million -- 3.3%), which is secured by a 201,570 square foot
retail center located in Thousand Oaks, California.  The loan is
interest only for the first five years, converting to a 360-month
schedule thereafter.  Moody's LTV is in excess of 100%, the same
as at securitization.

The third largest conduit loan is the LXP-ISS Loan
($46.6 million -- 2.1%), which is secured by three office
buildings containing a total of 289,000 square feet and located in
Atlanta, Georgia.  Moody's LTV is 98.6%, compared to in excess of
100% at securitization.


JP MORGAN: Moody's Affirms Low-B Ratings on Six 2005-LDP4 Certs.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 25 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp, Commercial
Mortgage Pass-Through Certificates 2005-LDP4 as:

-- Class A-1, $26,939,061, affirmed at Aaa
-- Class A-2, $227,323,000 affirmed at Aaa
-- Class A-2FL, $200,000,000 affirmed at Aaa
-- Class A-3A1, $179,929,000, affirmed at Aaa
-- Class A-3A2, $75,000,000, affirmed at Aaa
-- Class A-4, $580,269,000, affirmed at Aaa
-- Class A-SB, $130,376,000, affirmed at Aaa
-- Class A-M, $267,707,000, affirmed at Aaa
-- Class A-J, $204,127,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class A-1A, $394,188,233, affirmed at Aaa
-- Class B, $50,196,000, affirmed at Aa2
-- Class C, $23,424,000, affirmed at Aa3
-- Class D, $48,849,000, affirmed at A2
-- Class E, $23,424,000, affirmed at A3
-- Class F, $40,156,000, affirmed at Baa1
-- Class G, $26,771,000, affirmed at Baa2
-- Class H, $30,117,000, affirmed at Baa3
-- Class J, $10,039,000, affirmed at Ba1
-- Class K, $13,386,000, affirmed at Ba2
-- Class L, $13,385,000, affirmed at Ba3
-- Class M, $6,693,000, affirmed at B1
-- Class N, $3,346,000, affirmed at B2
-- Class P, $10,039,000, affirmed at B3

As of the June 15, 2007 distribution date the transaction's
aggregate certificate balance has decreased by about 2.2% to
$2.6 billion from $2.7 billion at securitization.  The
certificates are collateralized by 133 loans ranging in size from
less than 1% to 13.4% of the pool, with the top 10 loans
representing 39.3% of the pool.  The pool includes two investment
grade shadow rated loans, representing 5% of the pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Twenty-nine
loans, representing 13.1% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and full- or partial-year
2006 operating results for 99% and 91%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 100.1%, compared to 102% at securitization, resulting
in an affirmation of all classes.

The largest shadow rated loan is the Plastipack Portfolio
($95.6 million -- 3.7%), which is secured by 14
industrial/warehouse buildings located in eight states.  The
portfolio totals 4.5 million square feet and is 100% leased to
Plastipak Holdings under a lease which extends 10 years beyond the
loan's maturity date.  Property performance has improved due to
increased revenues and loan amortization.  The loan was structured
with a 20-year amortization schedule and has amortized by
approximately 4.4% since securitization.  Moody's current shadow
rating is Baa2, compared to Baa3 at securitization.

The second largest shadow rated loan is the Embassy Suites Loan
($36 million -- 1.4%), which is secured by a 318-room full service
hotel located in Washington, D.C.  Moody's current shadow rating
is Baa2, the same as at securitization.

The top three conduit exposures represent 21.9% of the pool.  The
largest conduit exposure is the Regency Portfolio ($349.7 million
-- 13.4%), which is secured by 20 retail properties located in six
states with the highest concentrations in Virginia (36.8%),
Pennsylvania (28.3%) and Maryland (12.9%).  The portfolio contains
about 2.3 million square feet and primarily consists of grocery or
pharmacy anchored centers.   The portfolio has maintained a stable
occupancy level of about 95.4% since securitization.  Moody's LTV
is 103.7%, same as at securitization.

The second largest conduit exposure is the Silver City Loan
($134 million -- 5.1%), which is secured by the borrower's
interest in a 971,000 square foot regional mall located in
Taunton, Massachusetts.  The mall is anchored by Macy's, Sears and
J.C. Penney.  Although collateral occupancy has remained
relatively stable at about 89%, financial performance has been
impacted by increased expenses.  Moody's LTV is 104.6%, compared
to 102.3% at securitization.

The third largest conduit exposure is the One World Trade Center
Loan ($90 million -- 3.4%), which is secured by a 573,000 square
foot Class A office building located in Long Beach, California.  
As of December 2006 the property was 76% occupied, compared to
85.5% at securitization.  Financial performance has been impacted
by the decreased occupancy as well as increased expenses.  Moody's
LTV is 116.9%, compared to 109.2% at securitization.


LEAR CORP: American Real Ups Offer to $37.25 Per Share
------------------------------------------------------
Lear Corporation disclosed Monday that its Board of Directors has
approved an amendment to the Merger Agreement with American Real
Estate Partners, L.P.

Under this amendment, AREP has agreed to increase its offer price
for shares of Lear common stock from $36 to $37.25 per share.

"The Lear Board concluded unanimously that the original Merger
Agreement with AREP was fair and in the best interests of Lear's
stockholders.  The increased price makes the transaction even more
attractive," commented Larry W. McCurdy, Lear's lead independent
director.  "We believe the revised price represents a meaningful
increase in value for Lear stockholders, and we strongly encourage
a vote in favor of the revised Merger Proposal," Mr. McCurdy
added.

Under the amended Merger Agreement, and subject to certain
exceptions, in the event that holders of a majority of Lear's
outstanding shares do not approve the Merger Proposal by July 16,
2007, AREP will be entitled to receive a payment of $12.5 million
in cash as well as 335,570 shares of Lear common stock.

In addition, the company has agreed to increase the Icahn group's
share ownership limitation under Section 203 of the Delaware
General Corporation Law from 24% to 27% of Lear's outstanding
common stock.  The amended Merger Agreement will terminate by its
terms in the event that Lear's stockholders do not approve the
Merger Proposal by July 16, 2007.

The consummation of the merger is subject to customary conditions,
including approval by the holders of a majority of the outstanding
shares of the Company's common stock.  Lear stockholders are
encouraged to read the definitive Proxy Statement and Supplements
for complete details regarding the Merger Agreement, and to
complete and sign their proxy/voting instruction cards.

                      About American Real

American Real Estate Partners, L.P. -- http://www.arep.com/--
(NYSE: ACP), a master limited partnership, is a diversified
holding company engaged in a three primary business segments:
Gaming, Real Estate and Home Fashion.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corporation (NYSE:LEA) --
http://www.lear.com/-- supplies automotive interior systems and  
components.  Lear provides complete seat systems, electronic
products and electrical distribution systems and other interior
products.  The company has more than 90,000 employees at 236
facilities in 33 countries.

Lear also operates in Latin American countries including
Argentina, Mexico, and Venezuela.  Its European operations are
located in Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, Poland, Portugal, Romania, Russia, Slovakia,
Spain, Sweden, South Africa, Morocco, Netherlands, Tunisia and
Turkey.  Its Asian facilities are in China, India, Japan,
Philippines, Singapore, South Korea, and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service confirmed Lear Corp.'s existing
ratings consisting of a B2 corporate family rating, B3 senior
unsecured notes, and B2 secured bank term loan.


LEAR CORP: To Adjourn Annual Meeting to July 16 on Amended Offer
----------------------------------------------------------------
Lear Corporation disclosed that in conjunction with the amended
Merger Agreement with American Real Estate Partners, L.P., it
intends to convene its Annual Meeting of Stockholders planned for
Thursday, July 12, 2007 at 10:00 a.m. (Eastern Time) and then
immediately adjourn the meeting, with no vote being taken on any
matter, until Monday, July 16, 2007 at 1:00 p.m. (Eastern Time).

The location for both meetings is the Hotel du Pont, located on
11th and Market Streets, Wilmington, Delaware 19801.  Lear
stockholders of record as of May 14, 2007 are eligible to vote on
the Merger Proposal and other matters that will be considered at
the July 16, 2007 meeting.

A Proxy Supplement outlining the revised terms will be filed with
the Securities and Exchange Commission, and mailed to all Lear
stockholders of record who do not exercise their appraisal rights.  
If stockholders holding a majority of the outstanding shares of
Lear's common stock approve the revised Merger Proposal, all Lear
stockholders will receive $37.25 in cash following the closing.

As reported in the Troubled Company Reporter on June 26, 2007, the
company had previously rescheduled its 2007 Annual Meeting to
July 12, 2007 to allow stockholders sufficient time to evaluate
the company's response to recent criticisms of the proposed merger
with American Real.

                      About American Real

American Real Estate Partners, L.P. -- http://www.arep.com/--
(NYSE: ACP), a master limited partnership, is a diversified
holding company engaged in a three primary business segments:
Gaming, Real Estate and Home Fashion.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corporation (NYSE:LEA) --
http://www.lear.com/-- supplies automotive interior systems and  
components.  Lear provides complete seat systems, electronic
products and electrical distribution systems and other interior
products.  The company has more than 90,000 employees at 236
facilities in 33 countries.

Lear also operates in Latin American countries including
Argentina, Mexico, and Venezuela.  Its European operations are
located in Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, Poland, Portugal, Romania, Russia, Slovakia,
Spain, Sweden, South Africa, Morocco, Netherlands, Tunisia and
Turkey.  Its Asian facilities are in China, India, Japan,
Philippines, Singapore, South Korea, and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service confirmed Lear Corp.'s existing
ratings consisting of a B2 corporate family rating, B3 senior
unsecured notes, and B2 secured bank term loan.


LID LTD: Court Extends Use of Cash Collateral Until July 15
-----------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York signed a bridge order extending,
until July 15, 2007, the Second Interim Order, which authorized  
LID Ltd. to use its lenders' cash collateral on an interim basis.

The cash collateral secures the Debtor's indebtedness to Bank
Leumi, USA, ABN AMRO Bank N.V., Sovereign Bank, New England and
HSBC Bank, USA, who are collectively owed $43 million in the
aggregate.

The Second Interim Order expired June 29, 2007.

The debtor and lenders have agreed to:

   a) The terms and conditions of the Second Interim Order
      (including, but not limited to the debtor's agreement to pay
      interest accrued during June 2007 on June 29, 2007, and
      otherwise in accordance with the Second Interim Order) are
      hereby extended up to and including July 15, 2007 except
      that:

     (i) the debtor may continue to use the cash collateral of the
         lenders on an interim basis, pending a final hearing to
         be held on July 12, 2007 pursuant to the budget;

    (ii) in addition to those line items contained on the Budget,
         the debtor may use the lenders' cash collateral to pay
         other or additional expenses provided that the debtor
         seeks and obtains the unanimous consent of the lenders so
         long as those expenses are in the ordinary course of the
         debtor's business;

   (iii) the parties expressly agree that amounts paid to LID
         India shall be applied solely to remanufacturing expenses
         related to postpetition remanufacturing in an amount not
         to exceed $175,000 during the period covered by this
         bridge order;

    (iv) the lenders shall remit their respective invoice(s) to
         the debtor prior to July 15, 2007, which invoice(s) will
         reflect the interest due and payable under the Second
         Interim Order and this order, for an amount equal to one-
         half the monthly interest payment and, if the debtor
         makes any portion of the payment to LID India described
         in (iii), the debtor shall remit the interest payment to
         each respective Lender with such payment to be received
         by the lender by no later than July 15, 2007; and

     (v) the debtor must complete its annual inventory, including
         a counting of all loose diamonds by no later than July 5,
         2007.

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Attorneys at The Law Offices of Avrum J. Rosen in Huntington, New
York represent the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed total
assets of $157,784,935 and total debts of $143,867,465.


LIFEPOINT HOSPITALS: Earns $29.8 Million in Quarter Ended March 31
------------------------------------------------------------------
Lifepoint Hospitals Inc. reported net income of $29.8 million for
the first quarter ended March 31, 2007, compared with net income
of $38.1 million for the same period ended March 31, 2006.

For the first quarter ended March 31, 2007, revenues from
continuing operations were $669.3 million, up 14.1% from
$586.6 million for the same period a year ago.  Income from
continuing operations for the quarter was $37.8 million, compared
with income from continuing operations for the first quarter of
2006 of $34.0 million.

During the first quarter of 2007, the company committed to a plan
to terminate its lease agreement related to Colorado River Medical
Center, a 25-bed critical-access hospital in Needles, California.
As a result of the disposal plan, the company has reflected this
hospital as discontinued operations and recognized a first quarter
2007 impairment charge of $7.9 million, net of income taxes.

In commenting on the results, William F. Carpenter III, president
and chief executive officer of LifePoint Hospitals, said, "Our
strategy of investing in our communities continues to help us
generate excellent financial results for the company and stronger
relationships in our markets.  We believe that our unrelenting
focus on providing value to the communities in which we operate,
combined with the implementation of our company-wide strategic
initiatives, will not only benefit our company and our
communities, but will enhance shareholder value for the long
term."

At March 31, 2007, the company's consolidated balance sheet showed
$3.6 billion in total assets, $2.2 billion in total liabilities,
$12.9 million in minority interests in equity of consolidated
entities, and $1.4 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007,  are available
for free at http://researcharchives.com/t/s?2179

                   About LifePoint Hospitals

Based in Brentwood, Tennessee, LifePoint Hospitals, Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- is a hospital  
company focused on providing healthcare services in non-urban
communities in 19 states.  Of the company's 51 hospitals, 47 are
in communities where LifePoint Hospitals is the sole community
hospital provider.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to
LifePoint Hospitals Inc.'s $500 million senior subordinated
convertible notes due 2014.


LIMITED BRANDS: Completes Sale of 75% Express Stake to Golden Gate
------------------------------------------------------------------
Limited Brands, Inc., disclosed that it has finalized the sale of
a 75% ownership interest in its Express brand to affiliates of
Golden Gate Capital for pre-tax cash proceeds of $602 million,
subject to closing adjustments.

Limited Brands and Golden Gate Capital agreed to increase Golden
Gate Capital's stake to 75% from the previously announced 67%.  

The change will result in an additional $54 million in pre-tax
cash proceeds to Limited Brands which is included in the above-
stated $602 million.  After pre-closing adjustments, Limited
Brands expects to receive after-tax cash proceeds of approximately
$425 million and to record an after-tax gain of approximately
$188 million, both subject to post-closing adjustments.

Express will continue to operate under the same brand name and is
expected to remain headquartered in its current location in
Columbus, Ohio.  Express' 2006 net sales were $1.7 billion, and it
currently operates 624 store locations.

"We have moved from a portfolio of brands and businesses to an
enterprise powered by two world-leading brands:  Victoria's Secret
and Bath and Body Works . the best brands in intimate apparel and
personal care.  These strategic actions will better position
Express and Limited Stores for future growth and profitability and
enable the 'new' Limited Brands to derive the benefit of our
increased focus," said Leslie H. Wexner, chairman and chief
executive officer of Limited Brands, Inc.

Banc of America Securities LLC acted as financial advisor to
Limited Brands in connection with the transactions involving
Express and Limited Stores.

                    About Golden Gate Capital

Golden Gate Capital -- http://www.goldengatecap.com/-- is a  
private equity firm with over $3.4 billion of capital under
management dedicated to investing in change-intensive
opportunities. The firm's charter is to partner with world-class
management teams to make equity investments in situations where
there is a demonstrable opportunity to significantly enhance a
company's value.  The principals of Golden Gate Capital have a
long and successful history of investing with management partners
across a wide range of industries and transaction types.

                      About Limited Brands

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.

The company's products are also available online at --
http://www.VictoriasSecret.com//-- http://w.BathandBodyWorks.com/
-- and -- http://www.LaSenza.com/--

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook (senior
unsecured to Baa3 and the short term rating to Prime-3).  The
downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of
Nov. 15, 2006, to fall below a level that would prompt a
downgrade.  This rating action concludes the review for possible
downgrade that was initiated on June 22, 2007.

Moody's downgrades these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


LIMITED BRANDS: Transfers 75% Limited Stores Stake to Sun Capital
-----------------------------------------------------------------
Limited Brands, Inc., reported that it has signed a definitive
agreement to transfer a 75% ownership interest in its Limited
Stores business to affiliates of Sun Capital Partners.

In exchange, Sun Capital Partners will contribute $50 million of
equity capital into the business and will arrange for a $75
million credit facility.  The transaction is expected to close
within the next 30 days and is subject to customary conditions.
Limited Brands will receive no cash proceeds and expects to record
an after-tax loss of approximately $42 million on the transaction,
subject to post-closing adjustments.

Limited Stores will continue to operate under the same brand name,
and it will remain headquartered in its current location in
Columbus, Ohio.  Limited Brands will provide transitional
services, including sourcing and production through its Mast
business. Limited Stores' business includes 251 stores and 2006
net sales were $493 million.

Banc of America Securities LLC acted as financial advisor to
Limited Brands in connection with the transactions involving
Express and Limited Stores.

                         About Sun Capital

Sun Capital Partners, Inc. -- http://www:SunCapPart.com/-- is a  
leading private investment firm focused on leveraged buyouts,
equity, debt, and other investments in market-leading companies
that can benefit from its in-house operating professionals and
experience.  Sun Capital affiliates have invested in and managed
more than 155 companies worldwide with combined sales in excess of
$35.0 billion since Sun Capital's inception in 1995.  Sun Capital
has offices in Boca Raton, Los Angeles, and New York, as well as
affiliates with offices in London, Tokyo, and Shenzhen.

                      About Limited Brands

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.

The company's products are also available online at --
http://www.VictoriasSecret.com//-- http://w.BathandBodyWorks.com/
-- and -- http://www.LaSenza.com/--

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook (senior
unsecured to Baa3 and the short term rating to Prime-3).  The
downgrade is based upon the company's intention to raise an
additional $1.25 billion in debt, which will cause two out of
three credit metrics cited in Moody's press release of
Nov. 15, 2006, to fall below a level that would prompt a
downgrade.  This rating action concludes the review for possible
downgrade that was initiated on June 22, 2007.

Moody's downgrades these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


MAIDENFORM BRANDS: S&P Rates $150 Mil. Senior Bank Facility at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Maidenform Brands Inc.'s $150 million senior
secured bank financing, which consists of a seven-year,
$100 million term loan facility, and a five-year, $50 million
revolving credit facility.

The facility is rated 'BB+' with a recovery rating of '1',
indicating expectations of very high (90%-100%) recovery in the
event of a payment default.  The proceeds were used to refinance
the company's existing indebtedness.  The ratings on the company's
existing $150 million credit facility will be withdrawn.

Ratings List

Maidenform Brands Inc.
Corporate Credit Rating         BB-/Stable/--

Ratings Assigned
Maidenform Brands Inc.
Senior Secured Local Currency   BB+ (Recovery Rating: 1)


MEGA BRANDS: S&P Affirms Corporate Credit Rating at B+
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and bank loan ratings on Montreal, Quebec-based leading toy
manufacturer MEGA Brands Inc.  In addition, S&P revised the
recovery rating on the company's bank loan to '3' from '2'.  The
'3' recovery rating indicates an expectation of meaningful (50%-
70%) recovery of principal in the event of a payment default, in
contrast to a '2' recovery rating, which indicates the expectation
of substantial (70%-90%) recovery of principal.  The revision to
the recovery rating is due to the recent change in Standard &
Poor's recovery scale, as well as the use of a lower EBITDA amount
and EBITDA multiple in the event of default.
     
At the same time, Standard & Poor's removed the ratings from
CreditWatch with negative implications, where they were placed
April 20, 2007.  The outlook is stable.
     
"The rating affirmation and stable outlook follow our review of
MEGA Brands' operating and financial strategies, in the context of
the challenges it has faced with the Magnetix product, other
litigation, and an intensely competitive environment," said
Standard & Poor's credit analyst Lori Harris.  "Furthermore, the
company has announced a CDN $78 million offering of common shares,
net proceeds of which are expected to repay debt, which will
positively affect MEGA Brands' financial risk profile," Ms. Harris
added.  Into the affirmation, S&P incorporated an expectation that
MEGA Brands will have no additional material Magnetix-related,
one-time expenses and that financial performance will show
improvement in the medium term.
     
The ratings on MEGA Brands reflect its weak financial profile;
customer concentration; seasonal sales; litigation risk; and
challenging toy industry fundamentals, including a very
competitive operating environment and ongoing reliance on
successful new product introductions.  These factors are partially
offset by the company's good market position within its categories
and brand equity.
     
The stable outlook reflects the expectation that MEGA Brands will
maintain its leading position in its core markets and that credit
measures will remain in line with Standard & Poor's expectations.  
Furthermore, the stable outlook incorporates the expectation that
any material problems related to the Magnetix brand are behind the
company.  The ratings could be revised upward if the company
strengthens its business risk profile through building its market
position or if MEGA Brands improves its financial risk profile.  
Should MEGA Brands experience future material Magnetix-related,
one-time expenses or the company's financial performance is not in
line with Standard & Poor's expectations in the next several
quarters, the outlook or ratings could face pressure.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-
Through Certificates, Series 2005-MCP1 as:

-- Class A-1, $45,884,718, affirmed at Aaa
-- Class A-1A, $126,722,703, affirmed at Aaa
-- Class A-2, $346,500,000, affirmed at Aaa
-- Class A-3, $47,661,000, affirmed at Aaa
-- Class A-4, $1,020,394,000, affirmed at Aaa
-- Class A-SB, $100,000,000, affirmed at Aaa
-- Class AM, $173,800,000, affirmed at Aaa
-- Class A-J, $115,142,000, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class B, $36,392,000, affirmed at Aa2
-- Class C, $15,208,000, affirmed at Aa3
-- Class D, $32,587,000, affirmed at A2
-- Class E, $19,553,000, affirmed at A3
-- Class F, $28,242,000, affirmed at Baa1
-- Class G, $17,380,000, affirmed at Baa2
-- Class H, $21,725,000, affirmed at Baa3
-- Class J, $6,518,000, affirmed at Ba1
-- Class K, $8,690,000, affirmed at Ba2
-- Class L, $6,517,000, affirmed at Ba3
-- Class M, $4,345,000, affirmed at B1
-- Class N, $4,345,000, affirmed at B2
-- Class P, $8,690,000, affirmed at B3

As of the June 12, 2007 distribution date the transaction's
aggregate certificate balance decreased by about 1.4% to $1.71
billion from $1.73 billion at securitization.  The certificates
are collateralized by 111 loans, ranging in size from less than 1%
to 11.5% of the pool, with the top 10 loans representing 46% of
the pool.  The pool includes three investment grade shadow rated
loans, representing 14.8% of the pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Ten loans,
representing 10.6% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 operating results for 81%
of the pool.  Moody's weighted average loan to value ratio for the
conduit component is 100.3%, compared to 100.9% at securitization,
resulting in an affirmation of all classes.

The largest shadow rated loan is the Westchester Mall Loan
($200 million -- 11.7%), which is a pari passu interest in a
$500 million mortgage secured by the borrower's interest in an
832,000 square foot regional mall.  The mall is located in White
Plains, New York and is anchored by Nordstrom and Neiman Marcus.
The in-line space was 94% occupied as of March 2007, compared to
97% at securitization.  Moody's current shadow rating is A3, the
same as at securitization.

The second largest shadow rated loan is the Tharaldson Hotel Pool
B Loan ($32.8 million -- 1.9%), which is secured by 10 limited
service hotels totaling 853 rooms.  The properties are located in
five states with concentrations in Texas (47%), Illinois (17%) and
Missouri (16%).  The portfolio's weighted average ADR and RevPAR
for 2006 were $86.98 and $62.13, respectively, compared to $81.01
and $57.03 at securitization.  The loan was structured with a
20-year amortization and has amortized by about 6% since
securitization.  Moody's current shadow rating is A3, compared to
Baa1 at securitization.

The third largest shadow rated loan is the Tharaldson Hotel Pool A
Loan ($21.4 million -- 1.3%), which is secured by 10 limited
service hotels totaling 726 rooms and the fee leased fee interests
in three hotels.  The properties are located in eight states with
concentrations in Arizona (18%), Illinois (17%) and Oklahoma
(16%).  The portfolio's weighted average ADR and RevPAR for 2006
were $82.70 and $58.82, respectively, compared to $66.60 and
$47.19 at securitization.  The loan was structured with a 20-year
amortization and has amortized by about 6% since securitization.
Moody's current shadow rating is A3, compared to Baa1 at
securitization.

The top three conduit loans represent 17.5% of the pool.  The
largest conduit loan is the 711 Third Avenue Loan
($120 million -- 7.0%), which is secured by a 551,000 square foot
Class B office building located in New York City.  The property is
100% occupied, essentially the same as at securitization.  Despite
stable occupancy, financial performance has declined since
securitization due to increased operating expenses.  Moody's LTV
is 116.4%, compared to 114.5% at securitization.

The second largest conduit loan is the Queen Ka'ahumanu Center
Loan ($92 million -- 5.4%), which is secured by the borrower's
interest in a 556,000 square foot regional mall located in
Kahulia, Hawaii.  The mall is anchored by two Macy's stores and
Sears.  The in-line space was 80.6% occupied as of March 2007,
compared to 76.8% at securitization.  Despite increased occupancy,
financial performance has declined due to increased expenses.
Moody's LTV is 113.6%, compared to 112.5% at securitization.

The third largest conduit loan is the ACP Woodland Park I Loan
($88.5 million -- 5.1%), which is secured by three office
buildings located in Herndon, Virginia.  The complex totals
479,000 square feet and was 95% leased as of March 2007, compared
to 80.8% at securitization.  Moody's LTV is 100.1%, compared to
104.4% at securitization.


MILLENNIUM PACIFIC: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Millennium Pacific Icon Group LLC
                3731 Wilshire Boulevard, Suite 850
                Los Angeles, CA 90010

Case Number: 07-15729

Involuntary Petition Date: July 6, 2007

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Petitioner's Counsel: Scott F. Gautier, Esq.
                      Peitzman, Weg & Kempinsky LLP
                      10100 Santa Monica Boulevard, Suite 1450
                      Los Angeles, CA 90067
                      Tel: (310) 552-3100
                      Fax: (310) 552-3101
         
   Petitioners                   Nature of Claim      Claim Amount
   -----------                   ---------------      ------------
Jin Kwon                         Loan                   $2,531,582
468 Paulette Place
La Canada, CA 91011

Nakbum Sung                      Loan                   $1,771,947
4460 Wilshire Boulevard
Suite 402
Los Angeles, CA 90010

Paul Sung                        Loan                     $744,103
766 East 12th Street, Suite 8
Los Angeles, CA 90021


MORGAN STANLEY: Moody's Holds Low-B Ratings on Six 2005-HQ7 Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Morgan Stanley Capital I Inc, Commercial Mortgage Pass-Through
Certificates, Series 2005-HQ7 as:

-- Class A-1, $102,727,963, affirmed at Aaa
-- Class A-2, $180,030,000, affirmed at Aaa
-- Class A-AB, $100,000,000, affirmed at Aaa
-- Class A-3, $25,000,000, affirmed at Aaa
-- Class A-4, $722,379,000, affirmed at Aaa
-- Class A-1A, $211,433,735, affirmed at Aaa
-- Class A-M, $195,662,000, affirmed at Aaa
-- Class A-J, $139,408,000, Affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $14,675,000, affirmed at Aa1
-- Class C, $26,903,000, affirmed at Aa2
-- Class D, $17,121,000, affirmed at Aa3
-- Class E, $17,120,000, affirmed at A1
-- Class F, $19,566,000, affirmed at A2
-- Class G, $19,566,000, affirmed at A3
-- Class H, $26,904,000, affirmed at Baa1
-- Class J, $19,566,000, affirmed at Baa2
-- Class K, $19,566,000, affirmed at Baa3
-- Class L, $7,337,000, affirmed at Ba1
-- Class M, $9,783,000, affirmed at Ba2
-- Class N, $4,892,000, affirmed at Ba3
-- Class O, $4,891,000, affirmed at B1
-- Class P, $4,892,000, affirmed at B2
-- Class Q, $9,783,000, affirmed at B3

As of the June 14, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 1.4% to
$1.93 billion from $1.96 billion at securitization.  The
Certificates are collateralized by 277 mortgage loans.  The loans
range in size from less than 1% to 7.3% of the pool, with the top
10 loans representing 26.8% of the pool.  No loans have defeased.
One loan was liquidated from the pool resulting in a realized loss
of about $29,800.  Currently there are no loans in special
servicing.  Thirteen loans, representing 2.5% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year or partial-year 2006 operating
results for 75% of the pool.  Moody's weighted average loan to
value ratio for the conduit component is 101.9%, compared to
103.2% at securitization.

The top three loans represent 14.8% of the pool.  The largest loan
is the 261 Fifth Avenue Loan ($141 million -- 7.3%), which is
secured by a 434,238 square foot office building located in New
York City.  The loan is interest only for its entire term.  
Moody's LTV is in excess of 100%, the same as at securitization.

The second largest loan is the U-Store-It Portfolio Loan
($80 million -- 4.1%), which is secured by a portfolio of 29 self-
storage properties located in 14 states.  Facility sizes range
from 246 units to 1,014 units and total 16,318 square feet.  The
loan is interest only for its entire term.  Moody's LTV is 92.7%,
essentially the same as at securitization.

The third largest loan is the Hilltop Mall Loan
($64.3 million -- 3.3%), which is secured by the borrower's
interest in a 1.1 million square foot regional mall
(564,410 square feet of collateral) located in Richmond,
California.  As of December 2006 total occupancy was 93.7% and in-
line occupancy was 79%, compared to 95.8% and 86.4%, respectively,
at securitization.  The loan is interest only for its entire term.
Moody's LTV is 77.4%, compared to 72.9% at securitization.


MORGAN STANLEY: Moody's Rates Class B-4 Certificates at (P)Ba1
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by Morgan Stanley Structured Trust I 2007-1.

The complete provisional rating actions are:

Morgan Stanley Structured Trust I 2007-1

Asset-Backed Certificates, Series 2007-1

-- Cl. A-1, Assigned (P)Aaa
-- Cl. A-2, Assigned (P)Aaa
-- Cl. A-3, Assigned (P)Aaa
-- Cl. A-4, Assigned (P)Aaa
-- Cl. M-1, Assigned (P)Aa1
-- Cl. M-2, Assigned (P)Aa2
-- Cl. M-3, Assigned (P)Aa3
-- Cl. M-4, Assigned (P)A1
-- Cl. M-5, Assigned (P)A2
-- Cl. M-6, Assigned (P)A3
-- Cl. B-1, Assigned (P)Baa1
-- Cl. B-2, Assigned (P)Baa2
-- Cl. B-3, Assigned (P)Baa3
-- Cl. B-4, Assigned (P)Ba1

Investors should be aware that the certificates have not yet been
issued.  Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


NAVIOS MARITIME: Commences $300 Million Sr. Notes Exchange Offer
----------------------------------------------------------------
Navios Maritime Holdings Inc. has commenced its offer to exchange
up to $300,000,000 of its outstanding 9-1/2% Senior Notes due
2014, for a like principal amount of its 9-1/2% Senior Exchange
Notes due 2014, which have been registered under the Securities
Act of 1933, as amended.  

The exchange offer will expire at 5:00 p.m., New York City time,
on Aug. 6, 2007, unless extended.

Based in Norwalk, Connecticut, Navios Maritime Holdings Inc.
(NYSE: NM and NM WS) -- http://www.navios.com/-- is an  
integrated global seaborne shipping company, specializing in the
worldwide carriage, trading, storing, and other related logistics
of international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has
in-house technical ship management expertise.  It has offices in
Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay and Antwerp, Belgium.

                          *    *    *

Navios Maritime's 9-1/2% Senior Notes due 2014 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


NETWORK COMMS: S&P Affirms Bank Loan Rating at BB-
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on the $111.7 million senior secured credit
facilities of Network Communications Inc., following the addition
of a $30 million incremental senior secured term loan due 2012.  

The 'BB-' bank loan rating and recovery rating of '1' reflect
S&P's expectation of very high (90%-100%) recovery in the event of
a payment default.
     
All other ratings on NCI, including the 'B' corporate credit
rating, were affirmed.  The outlook is stable.  Pro forma for the
proposed transaction, NCI had $287.3 million of debt outstanding
as of May 31, 2007.
     
S&P expect that NCI will use proceeds from the proposed
incremental term loan to repay $9 million under its existing
revolving credit facility, and to fund the acquisition of a
magazine, with the remainder after transaction costs being held in
cash balances.
     
"The rating on NCI reflects the company's niche position in the
increasingly competitive and cyclical real estate classified
advertising market and its narrow product portfolio," said
Standard & Poor's credit analyst Michael Altberg.  "It also
reflects high financial leverage linked to in-house printing and
distribution, and the potential risks arising from the migration
of classified real estate advertising revenues to the Internet."
     
These negative factors are minimally offset by NCI's established
position in magazine-based real estate classified advertising,
good geographic diversity and population reach through its
proprietary distribution network, strong EBITDA margins, and
relatively high conversion of EBITDA to discretionary cash flow
because of low working capital and capital spending requirements.


NOMURA ASSET: Fitch Holds BB+ Rating on Two Class Issues
--------------------------------------------------------
Fitch Ratings has taken rating actions on these classes of Nomura
Asset Securities Corporation issues:

Series 2006-HE1

    -- Classes A-1 through A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 rated 'BB' placed on Rating Watch Negative.

Series 2006-HE2

    -- Classes A-1 through A-4 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB+';
    -- Class B-2 affirmed at 'BB'.

The mortgage pools consist of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were acquired by various originators, including Quick Loan
Funding, Sunset Direct and Chapel Mortgage.  A majority of the
loans are serviced by Ocwen Loan Servicing LLC, rated 'RPS2' by
Fitch.

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately $1.07
billion in outstanding certificates.  The class placed on Rating
Watch has a balance of approximately $10.8 million.

The Rating Watch reflects deterioration in the relationship
between CE and future loss expectations.  As of the June 2007
distribution for the 2006-HE1 transaction, approximately 21.5% of
the pool is more than sixty days delinquent.  The current
subordination of the class B-2 placed on Rating Watch Negative is
4.5%.


NORTHWEST AIRLINES: Fitch Puts EETC's Ratings on Positive Watch
---------------------------------------------------------------
In the wake of Northwest Airlines Corp.'s emergence from Chapter
11 bankruptcy protection on May 31, 2007, Fitch Ratings has placed
NWA Enhanced Equipment Trust Certificate transactions on Rating
Watch Positive.  EETC's are hybrid corporate - structured debt
obligations in which payment on the notes is effectively supported
by the underlying corporate entity, while structured elements of
the transaction provide some protection to investors in the event
of an issuer default.  As such, Fitch's ratings on EETC
transactions begin with the underlying Issuer Default Rating of
the issuing entity and are adjusted upward depending on the
structural enhancements in place.  Based on the foregoing, Fitch
lowered its EETC ratings for NWA following their Sept. 14, 2005
bankruptcy filing.  As a result of NWA's re-emergence from
bankruptcy protection, Fitch anticipates that, subject to the
availability of certain information related to the collateral and
any modifications of transaction structures, ratings on EETC
tranches will improve due to the improvement in the implied
credit-worthiness of the issuer.  The affected EETC classes are:

NWA Trust No. 2

    -- Class A rated 'BBB+';
    -- Class B rated 'BB';
    -- Class C rated 'B';
    -- Class D rated 'CCC/DR1'.

Northwest Airlines Pass Through Certificates, Series 1996-1

    -- Class A rated 'B-/DR2';
    -- Class B rated 'CC/DR6';
    -- Class C rated 'C/DR6'.

Northwest Airlines European Enhanced Equipment Trust Certificates,
Series 2001-2

    -- Class A rated 'BBB+';
    -- Class B rated 'B'.

Northwest Airlines Pass Through Certificates, Series 2002-1

    -- Class C-1 rated 'B';
    -- Class C-2 rated 'B'.

Northwest Airlines Pass Through Certificates, Series 2003-1

    -- Class D rated 'C'.


PATRICK MAGINNIS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: J. Patrick MaGinnis
        6728 Wildlife Road
        Malibu, CA 90265

Bankruptcy Case No.: 07-12299

Chapter 11 Petition Date: July 5, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 South Crenshaw Boulevard, Suite A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


PENN NATIONAL: Inks Deal to Buy Kennel Club's Florida Affiliate
---------------------------------------------------------------
Penn National Gaming Inc. has entered into a definitive agreement
to purchase the Sanford-Orlando Kennel Club in Longwood, Florida
from Sanford-Orlando Kennel Club Inc. and Collins & Collins.

In connection with the purchase agreement, Penn National also has
secured a right of first refusal with respect to a majority stake
in the Sarasota Kennel Club in Sarasota, Florida from Jack G.
Collins, Sr. and members of his family.

The purchase of Sanford-Orlando Kennel Club is expected to close
in the 2007 fourth quarter and is subject to several customary
conditions, including approval by Florida's Department of Business
and Professional Regulation.  

The purchase price for Sanford-Orlando Kennel Club contemplates
additional consideration to be paid by Penn National based upon
certain future regulatory developments.

"This transaction is consistent with Penn National's long-term
initiatives to acquire well-run pari-mutuel facilities that
increase the scale and diversity of our operations," Peter M.
Carlino, chief executive officer of Penn National commented.  "The
purchase consideration is attractive given the upside of the
opportunity and the fact that Sanford-Orlando Kennel Club is cash
flow positive.  We look forward to working with our track partners
and Florida's regulatory authorities to continue delivering
entertaining racing and simulcast offerings to the residents of
central Florida."

                         About Kennel Club

Located on approximately 26 acres in Longwood, Florida, the
Sanford-Orlando Kennel Club features year-round greyhound racing,
a simulcast wagering facility, a clubhouse lounge and two dining
areas.

Located in Sarasota, Florida, the Sarasota Kennel Club features
year-round greyhound racing, a simulcast wagering facility, two
dining options and the One-Eyed Jacks Card Room which features 24
poker tables.

                     About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and    
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen  
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and  
Ontario. In aggregate, Penn National's operated facilities feature  
nearly 23,000 slot machines, over 400 table games, approximately  
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                            *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Penn National Gaming Inc. to 'BB-' from 'BB' and placed
the rating on CreditWatch with negative implications.


RADIATION THERAPY: S&P Affirms Bank Loan Rating at BB
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Radiation Therapy Services Inc.'s senior
secured bank facilities, following the company's exercising the
Term B accordion feature to expand the facility by $50 million.  

The bank loan is rated 'BB', one notch higher than the corporate
credit rating on the company.

The facility now consists of a $140 million revolving credit
agreement due March 2010 and a $150 million term loan B due
December 2012.  The '2' recovery rating indicates the expectation
for substantial recovery (70% to 90%) in the event of a payment
default.

Ratings List

Radiation Therapy Services Inc.
Corporate credit rating           BB-/Stable/--
$140 million secured financing    BB (Recovery rtg: 2)


RAG SHOPS: U.S. Trustee Wants Court to Appoint Chapter 11 Trustee
-----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, asks the United
States Bankruptcy Court for the Eastern District of New York to
appoint a Chapter 11 Trustee in Rag Shops, Inc. and its debtor-
affiliates bankruptcy cases pursuant to Section 1104(a) of the
U.S. Bankruptcy Code.

Ms. Adams relates that the Debtors filed for bankruptcy with the
intent of selling substantially all of their assets and within six
weeks of the commencement of these Chapter 11 cases, all of the
Debtors' assets were sold at auction.  Ms. Adams reveals that the
Debtors recently admitted that they may seek a structured
dismissal rather than the plan initially promised.

The U.S. Trustee seeks the appointment of a Chapter 11 trustee
contending that "grounds exist to convert or dismiss" but
"appointment of a trustee or examiner is in the best interests of
creditors and the estate".  Ms. Adams says that ongoing
operational issues exist requiring a Chapter 11 trustee until the
cases can be converted or confirmed by a liquidating plan.

                        Lack of Management

The U.S. Trustee relates that there is currently no senior
management in place since within days of the auction, the Debtors'
two senior officers resigned.

The Debtors sought to retain Clear Thinking Group, Inc. as chief
restructuring officer, of which the Ms. Adams had objected to.

Ms. Adams argues that the Debtors' current lack of management is
analogous to itemized cause factors such as "gross mismanagement"
or "incompetence".  According to Section 1104(a)(1), appointment
of a Chapter 11 trustee is warranted when the Court finds fraud,
dishonesty, incompetence, gross mismanagement, or other cause.  

The Debtors have no current management, and the Ms. Adams contends
that their proposed chief restructuring officer has "conflicts of
interest."

                CRO Appointment "Not the Answer"

Ms. Adams maintains that when the principals of a debtor are
unable or unwilling to perform the duties of a trustee -- whether
for lack of managers, personnel, conflict, the distraction of
other legal problems or otherwise -- the employment of a
responsible officer or quasi-trustee is not the solution.

"Clear Thinking cannot serve this role for at least three
reasons," argues Ms. Adams.  "First, the parties' need to
investigate the propriety of Sun Capital's liens has been
discussed at various conferences before the Court.  Sun Capital is
the Debtors' equity holder, and holds a subordinate lien on the
Debtors' assets.  While the committee has acquired standing to
pursue these claims, Clear Thinking will be called upon to
evaluate the issues raised and to provide information about the
transactions.  The Debtors' proposed CRO is conflicted from
performing these tasks because of its prior representation of Sun
Capital affiliates in a variety of capacities in this and other
cases."

"Second, the reason for the Debtors' out-of-court restructuring
failure should be examined...  Clear Thinking's attempt to
effectuate an out-of-court restructuring failed."

"Third, Clear Thinking was also the entity in place at the time
the Debtors added the two remaining members to the board, and they
are now responsible for overseeing Clear Thinking's second
retention.  Questions about the board's role in the failed out-of-
court restructuring cannot be evaluated impartially by Clear
Thinking."

Ms. Adams continues that a continuing loss to the estate and an
absence of a likelihood of rehabilitation constitutes cause for
the dismissal or conversion of a Chapter 11 case.

Ms. Adams tells the Court that the Debtors have sold the right to
conduct going-out-of-business sales, and its assets will be
liquidated in the coming months.  In the absence of operating
revenues to support the Debtors' businesses, which the Debtors do
not have, the liquidation process is causing a continuing loss to
the Debtors' estates.

The Debtors have not shown that the benefit to be gained from
remaining in Chapter 11 justifies the attendant administrative
expenses, concludes Ms. Adams.

                        About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  Adam L.
Rosen, Esq., at Rosen Slome Marder, LLP, represents the Debtors in
their restructuring efforts.  Jay R. Indyke, Esq., at Cooley
Godward Kronish LLP, represents the Official Committee of
Unsecured Creditors.  At March 3, 2007, the Debtors disclosed
total assets of $35,301,000 and total debts of $52,532,000.


RAG SHOPS: Can Obtain Up to $18.5 Million in DIP Financing
----------------------------------------------------------
Rag Shops, Inc. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Eastern District of New York to
enter into a debtor-in-possession financing agreement with Wells
Fargo Retail Finance, LLC and other lenders.

Specifically, the Court allows the Debtors to:

   i) obtain credit and incur debt of approximately $18,500,000
      secured by liens;

  ii) execute the DIP Credit Agreement with Wells Fargo Retail
      Finance, LLC and other existing lenders;

iii) create a sub-facility under the DIP Credit Facility of up to
      $1,100,000 for letters of credit; and

  iv) pursuant to the Bankruptcy Code, provide security to Wells
      Fargo by:

         a) granting Wells Fargo superpriority administrative
            expense status;

         b) granting first priority liens in all present and after
            acquired property of the Debtors;

         c) granting junior liens in the pre-bankruptcy
            collateral; and

         d) on a consensual basis, a priming lien.

The Debtors disclose that on the date of bankruptcy filing, the
Debtors were indebted to their lenders in the principal sum under
their revolving credit loans for $11,851,114, issued and
outstanding letters of credit for $773,000, term loans for
$2,175,000, and supplemental revolving credit loans for
$22,858,766, plus interests and fees.

The Debtors explain that they need the funds in order to pay their
pre-bankruptcy obligations, obtain additional working capital to
purchase inventory, continue their operations, and to generally
administer and preserve the value of their estates.

                        About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  Adam L.
Rosen, Esq., at Rosen Slome Marder, LLP, represents the Debtors in
their restructuring efforts.  Jay R. Indyke, Esq., at Cooley
Godward Kronish LLP, represents the Official Committee of
Unsecured Creditors.  At March 3, 2007, the Debtors disclosed
total assets of $35,301,000 and total debts of $52,532,000.


RAG SHOPS: Cooley Godward Approved as Committee's Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Rag Shops, Inc.
and its debtor-affiliates' Chapter 11 cases obtained authority
from the U.S. Bankruptcy Court for the Eastern District of New
York to employ Cooley Godward Kronish LLP as its counsel.

Cooley Godward is expected to:

   1) attend the meetings of the Committee;

   2) review financial information furnished by the Debtors to the
      Committee;

   3) review and investigate the liens of purported secured
      parties;

   4) review and investigate potential caused of action that may
      exist for the benefit of the Debtors' estates, which have
      been waived by the Debtors in connection with financing
      orders entered in the cases;

   5) confer with the Debtors' management and counsel;

   6) coordinate efforts to sell assets of the Debtors in a manner
      that maximizes the value for unsecured creditors;

   7) review the Debtors' schedules, statement of affairs and
      business plan;

   8) advise the Committee as to the ramifications regarding all
      of the Debtors' activities and motions before the Court;

   9) file appropriate pleadings on behalf of the Committee;

  10) review and analyze accountant's work product and reports to  
      the Committee;

  11) provide the Committee with legal advice in relation to the
      case;

  12) prepare various applications and memoranda of law submitted
      to the Court for consideration and handle all other matters
      relating the representation of the Committee that may arise;

  13) assist the Committee in negotiations with the Debtors and
      other parties in interest on an emergence plan; and

  14) perform such other legal services for the Committee as may
      be necessary or proper in these proceedings.

Jay R. Indyke, Esq., a member of Cooley Godward, tells the Court
that the Firm's professionals bill:

      Professional                 Designation   Hourly Rate
      ------------                 -----------   -----------
      Jay R. Indyke, Esq.          Partner          $680
      Cathy R. Hershcopf, Esq.     Partner          $605
      Gregory G. Plotko, Esq.      Associate        $480
      Jeffrey L. Cohen, Esq.       Associate        $475
      Michael Klein, Esq.          Associate        $350
      Bryan Byun, Esq.             Associate        $265

Mr. Indyke assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Indyke can be contacted at:

      Jay R. Indyke, Esq.
      Cooley Godward Kronish LLP
      1114 Avenue of the Americas
      New York, NY 10036
      Tel: (212) 479-6000
      Fax: (212) 479-6275
      http://www.cooley.com/

                        About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272).  Adam L.
Rosen, Esq., at Rosen Slome Marder, LLP, represents the Debtors in
their restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed by the U.S. Trustee for Region 2.  At
March 3, 2007, the Debtors disclosed total assets of $35,301,000
and total debts of $52,532,000.


REABLE THERAPEUTICS: S&P Rates $55 Million Term Loan Add-On at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured and '2' recovery ratings to ReAble Therapeutics Finance
LLC's $55 million term loan B add-on.  At the same time, Standard
& Poor's affirmed all of its existing ratings on ReAble
Therapeutics Inc. and its subsidiaries, including the 'B'
corporate credit rating.  The outlook remains stable.  The 'B+'
senior secured rating, one notch above the corporate credit rating
on ReAble Therapeutics Inc., and the '2' recovery rating indicate
the expectation for substantial (70% to 90%) recovery in the event
of a payment default.
     
ReAble used the proceeds from the term loan B add-on to fund its
$41.5 million July 2, 2007, acquisition of The Saunders Group
Inc., a supplier of rehabilitation products to physical therapists
and others.  The unused proceeds will be held for general
corporate purposes.
     
The ratings on Austin, Texas-based ReAble (formerly Encore Medical
Corp.) reflect the company's significant reliance on
electrotherapy products, its acquisition-based growth strategy,
and its highly leveraged capital structure.  These negative rating
factors are only partially offset by the company's strong
positions in the niche physical therapy and orthopedic
rehabilitation equipment markets.
      
"Although the stable outlook reflects ReAble's two divisions, in
combination with the company's somewhat solid liquidity for the
rating," said Standard & Poor's credit analyst Jesse Juliano,
"ReAble's stretched financial profile leaves minimal room for
operating shortfalls, which could lead to a negative outlook
revision or rating action."


RJ GATORS: Section 341(a) Creditors Meeting Scheduled on July 27
----------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
R.J. Gators Inc. and its debtor-affiliates' creditors on July 27,
2007, 1:00 p.m., at Room 870, 1515 North Flagler Drive in West
Palm Beach, Florida.  

This is the first meeting of creditors required under 11 U.S.C.
Section 341(a) in all bankruptcy cases.

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

Headquartered in Jupiter, Florida, R.J. Gators Inc. --
http://www.rjgators.com/-- owns and operates casual dining  
restaurants.  The company and nine affiliates filed for chapter 11
protection on June 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-14954
to 07-14693).  Bradley S. Shraiberg, Esq. at Kluger, Peretz,
Kaplan & Berlin, P.L. represents the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtors filed for bankruptcy, they listed assets and debts between
$1 million to $100 million.  The Debtors' exclusive period to file
a chapter 11 plan of reorganization expires on Oct. 24, 2007.


RJ GATORS: Court Sets October 25 as Claims Filing Deadline
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
set Oct. 25, 2007, as the last day for R.J. Gators Inc. and its
debtor-affiliates' creditors to file their proofs of claim.

The Court also set Sept. 25, 2007, as the deadline for filing of
complaints to determine dischargeability of certain debts
in the Debtors' bankruptcy cases.

Headquartered in Jupiter, Florida, R.J. Gators Inc. --
http://www.rjgators.com/-- owns and operates casual dining  
restaurants.  The company and nine affiliates filed for chapter 11
protection on June 26, 2007 (Bankr. S.D. Fla. Case Nos. 07-14954
to 07-14693).  Bradley S. Shraiberg, Esq. at Kluger, Peretz,
Kaplan & Berlin, P.L. represents the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtors filed for bankruptcy, they listed assets and debts between
$1 million to $100 million.  The Debtors' exclusive period to file
a chapter 11 plan of reorganization expires on Oct. 24, 2007.


RM PRECISION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RM Precision Swiss of Nevada, Inc.
        621 North Sate Street
        La Verkin, UT 84745

Bankruptcy Case No.: 07-14030

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                  Case No.
       ------                                  --------
       RM Precision Swiss, Inc.                07-14032

Type of Business: The Debtor manufactures Swiss machine parts for
                  the aerospace industry.

Chapter 11 Petition Date: July 5, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Brett A. Axelrod, Esq.
                  Beckley Singleton, Chtd.
                  530 Las Vegas Boulevard South
                  Las Vegas, NV 89101
                  Tel: (702) 385-3373
                  Fax: (702) 385-9447

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
People's Capital and             Equipment Finance        $866,169
Leasing Corp.                    Agreement
255 Bank Street, 4th Floor
Waterbury, CT 06702

Avins Industrial Products        Raw Material Supplies    $828,524
2 North Road Warren
Warren, NJ 07059

State of Nevada, Dept. of        Sales Tax Defferal       $186,490
Taxation
555 East Washington Avenue
Suite 1300
Las Vegas, NV 89101

CIT Group/Equipment              Equipment Finance         $86,542
Financing, Inc.                  Agreement

Kirkorian Enterprises, LLC       Landlord                  $23,318

United Health Care               Employee Health           $19,546
                                 Insurance

Nevada Power Company             Utility Services          $15,770

Marlin Leasing                   Heating System            $10,411


Canyon Electric                  Electrical Work           $10,888

GE Inspection Technologies                                  $2,253

Colonial Insurance               Employee Supplemental      $1,271
                                 Insurance

Ajax Tocco Magnethermic Corp.    Manufacture Zone           $1,125
                                 Anneal Equipment

Alouette Tool Company            Carbide Drills/Saws        $1,081

T-Mobile                         Nevada Cell phone            $751
                                 Service

Las Vegas Copiers, Inc.          Copy Machine Service         $640

Atotech USA Inc.                 Supplies                     $580

Embarq                           Nevada Telephone             $448

MSC Industrial                   Production Supplies          $390

Web Site Center, Inc.            Web Site Maintenance         $169

Cox Communications                                             $90


ROBBINSDALE APARTMENTS: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Robbinsdale Apartments Housing Associates I, LLC
        3848 West Broadway, Suite 5
        Minneapolis, MN 55422

Bankruptcy Case No.: 07-42301

Chapter 11 Petition Date: July 5, 2007

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Chad J. Bolinske, Esq.
                  Bolinske & Bolinske PLLC
                  1660 South Highway 100, Suite 508
                  St. Louis Park, MN 55416
                  Tel: (952) 294-0144
                  Fax: (952) 294-0146

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Centerpoint Energy             Utility Charge           $101,405
P.O. Box 1144
Minneapolis, MN 55440

City of Robbinsdale            Water Utility             $21,439
4100 Lakeview Avenue North
Minneapolis, MN 55422

Xcel Energy                                               $2,298
P.O. Box 9477
Minneapolis, MN 55484


SAMSONITE CORP: CVC Capital Deal Cues Moody's to Review Rating
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Samsonite
Corporation under review for possible downgrade.  The review was
prompted by the company's announcement that entered into a
definitive merger agreement with funds managed and advised by CVC
Capital Partners in an all-cash transaction valued at about
$1.7 billion, including the assumption of debt ($482 million
outstanding as of April 30, 2007).  The transaction remains
subject to regulatory approval in both the U.S. and Europe, and is
expected to close in the fourth quarter of 2007.  LGD assessments
are also subject to change.

Moody's review will consider the impact of the transaction on
Samsonite's capital structure and credit metrics, particularly
since post-transaction debt levels could potentially increase.  
The review will also focus on management's ongoing strategy for
growth, profitability improvement, and cash flow generation.  
Since Samsonite's operating performance and credit metrics have
shown significant improvement over the last several years, Moody's
will assess whether the company will be able to sustain metrics
that are consistent with a B1 rating going forward given changes
which may occur to its capital structure.

Ratings placed under review for possible downgrade are:

Samsonite Corporation

-- $80 million senior secured revolving credit facility at Ba3
-- $450 million senior secured term loan at Ba3
-- Corporate Family Rating at B1
-- Probability of Default rating at B2

Samsonite is a leading manufacturer, marketer and distributor of
luggage and travel-related products.  The company's owned and
licensed brands, which include Samsonite, American Tourister,
Sammies, Lacoste and Timberland, are sold globally through
external retailers and 284 company-owned stores.  Net sales for
the twelve-month period ended April 30, 2007 approached
$1.1 billion.  Executive offices are located in London, England.


SANDRA ROTHMAN: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sandra Rothman
        23 Sleepy Hollow Lane
        Dix Hills, NY 11746

Bankruptcy Case No.: 07-72521

Chapter 11 Petition Date: July 6, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard J. McCord, Esq.
                  Certilman Balin Adler & Hyman
                  90 Merrick Avenue
                  East Meadow, NY 11554
                  Tel: (516) 296-7801
                  Fax: (516) 296-7111

Total Assets: $1,223,963

Total Debts:  $1,517,679

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Merrill Lynch Business         Bank Loan                $770,982
Financial Services

Bank of America                                          $20,367
P.O. Box 15480
Wilmington, DE 19850

Capital One                                               $2,006
P.O. Box 70885
Charlotte, NC 28272-0885


SOLECTRON CORP: Earns $12.1 Million in Three Months Ended June 1
----------------------------------------------------------------
Solectron Corporation earned $12.1 million for the three months
ended June 1, 2007, compared to $42 million of net income for the
three months ended May 26, 2006.

The company also recorded sales of $2.99 billion in the third
quarter of fiscal 2007, an increase of 3% over second quarter
fiscal 2007 revenues of $2.90 billion, and an increase of 10% over
third quarter fiscal 2006 revenues of $2.70 billion.

The company reported GAAP profit after tax from continuing
operations of $12.2 million in the third quarter of fiscal 2007,
compared with a GAAP profit after tax from continuing operations
of $15.6 million in the second quarter of fiscal 2007.  In the
third quarter of fiscal 2006, Solectron reported a GAAP profit
after tax from continuing operations of $42.4 million.

Non-GAAP profit after tax from continuing operations was
$50.2 million, in the third quarter of fiscal 2007, compared
with non-GAAP profit after tax from continuing operations of
$41 million for the second quarter of fiscal 2007.  In the third
quarter of fiscal 2006, Solectron reported non-GAAP profit after
tax from continuing operations of $38.9 million.  Non-GAAP
financial results do not include restructuring costs, impairment
charges, amortization of intangibles, or stock-based compensation
expenses.

                       Recent Merger Agreement

On June 4, 2007, Solectron and Flextronics International Ltd.
reported that they have entered into a definitive agreement for
Flextronics to acquire Solectron.  The merger agreement has been
filed with the SEC.  The transaction is expected to close in the
fourth calendar quarter of 2007.

                         About Solectron

Headquartered in Milpitas, California, Solectron Corporation
(NYSE: SLR) -- http://www.solectron.com/-- provides a full range  
of worldwide manufacturing and integrated supply chain services to
the world's premier high-tech electronics companies.  Solectron's
offerings include new-product design and introduction services,
materials management, product manufacturing, and product warranty
and end-of-life support.  The company operates in more than 20
countries on five continents including France, Malaysia, and
Brazil, among others.  It had sales from continuing operations of
$10.6 billion in fiscal 2006.

                       *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
following Solectron Corporation's announced agreement to be
acquired by Flextronics International Ltd. (Issuer Default Rating
of 'BB+', on Rating Watch Negative by Fitch) for $3.6 billion in a
combination of cash and stock, Fitch has placed these ratings for
SLR on Rating Watch Positive: Issuer Default Rating at 'BB-';
Senior unsecured debt at 'BB-'; Subordinated debt at 'B+'.

Additionally, Fitch has affirmed Solectron's senior secured bank
facility at 'BB+'.  Fitch's actions affect approximately
$600 million in debt securities.


SOLOMON DWEK: Court Okays Schonbraun McCann as Trustee's Appraiser
------------------------------------------------------------------
Charles A. Stanziale, Jr., the chapter 11 trustee appointed in
Solomon Dwek and its debtor-affiliates' bankruptcy cases, obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ The Schonbraun McCann Group as appraiser.

Schonbraun McCann is expected to provide valuation services with
respect to commercial property in conjunction with the sale or
other disposition of the Debtors' real property.

The Debtors agreed to pay $1,275 per property assessed by the
firm.

For additional services, the Debtors agreed to pay the firm's
professionals at these hourly rates:

   Partner                             $400
   Principals/Directors                $300
   Managers                         $250 - $275
   Associates                       $180 - $210
   Para Professional                   $110

To the best of the Trustee's knowledge, the firm does not hold any
interest adverse to the Debtors' estate.

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, 40 affiliates filed separate chapter 11 petitions.  

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


SOLOMON DWEK: Removal Period for Pending Cases Extended to Aug. 29
------------------------------------------------------------------
Charles A. Stanziale, Jr., Chapter 11 Trustee appointed in Solomon
Dwek and his debtor-affiliates' bankruptcy case, obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey, to extend period to remove pending proceedings from
May 29, 2007 to Aug. 29, 2007.

The Trustee relates that (KCF) Dwek Trenton Gas LLC; (KCF) Neptune
Gas LLC; (KCF) Route 33 Medical LLC; (KCF) 1111 Eleventh Avenue
LLC; (KCF) Dwek North Olden LLC; and (KCF) Dwek State College LLC
have numerous proceedings in New Jersey state court and in other
states.

The Trustee tells the Court that these legal proceedings involved
a variety of claims which requires additional time to determine
whether these proceedings be removed or transferred to this
district.

The Court is assured that the extension sought will the will not
prejudice the rights of other parties to any pending proceedings
as it will provide the opportunity for the Trustee to make fully
informed and prudent decisions in considering the possible removal
of pending proceedings.  

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, 40 affiliates filed separate chapter 11 petitions.  

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


STRUCTURED ASSET: S&P Puts Default Ratings on Two Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1, B-2, and B-3 from Structured Asset Securities Corp.'s series
2005-S5.  At the same time, S&P placed the ratings on classes B-1
and M-8 from this series on CreditWatch negative.  S&P also
lowered the ratings on class B-3 from series 2005-S6 and class B-2
from series 2004-S4 and left them on CreditWatch negative, and
simultaneously placed the ratings on classes B-1 and M-7 from
series 2004-S4 on CreditWatch negative.  In addition, S&P lowered
the ratings on classes M-7, M-8, M-9, and B from series 2004-S3
and placed the ratings on classes M-7 and M-8 from this series on
CreditWatch negative.  Finally, S&P affirmed the ratings on 35
other classes from these four series.
     
The lowered ratings and CreditWatch placements reflect realized
losses that continue to outpace excess interest and reduce credit
support.  S&P lowered the rating on class B-2 from series 2004-S4
and left it on CreditWatch negative, and put the ratings on
classes B-1 and M-7 on CreditWatch negative because losses have
depleted overcollateralization and are now depleting the
subordinate class B-3.  Severe delinquencies (90-plus days,
foreclosures, and REOs) total $22.75 million, or 10.52% of the
current pool balance, which has paid down to 17.35%.
     
S&P lowered the ratings on classes M-7, M-8, M-9, and B from
series 2004-S3 because large realized losses caused a $464,335
principal write-down to class B during the May 2007 remittance
period and are eroding credit support for the remaining classes.  
Cumulative losses total 2.74%, or $16.80 million, and severe
delinquencies total 6.18%, or $5.40 million.
     
S&P lowered the ratings on classes B-1, B-2, and B-3 from series
2005-S5, and placed the ratings on classes B-1 and M-8 on
CreditWatch negative because losses are eroding credit support.  
Class B-3 experienced a realized loss of $2,037,692 during the May
2007 remittance period.  Cumulative losses total $28.91 million,
or 4.66% and severe delinquencies total $15.21 million, or 5.04%
of the current pool balance.
     
S&P lowered the rating on class B-3 from series 2005-S6 and left
it on CreditWatch negative because losses are eroding available
credit support, which consists of O/C, excess spread, and
subordination.  Cumulative losses total 4.68%, or $23.53 million,
and severe delinquencies total 5.97%, or $15.09 million.
     
S&P removed the rating on class M-9 from series 2004-S3 because
they lowered it to 'CCC'.  According to Standard & Poor's
surveillance practices, classes of certificates or notes from RMBS
transactions with ratings lower than 'B-' are no longer eligible
to be on CreditWatch negative.
     
The collateral for series 2005-S4, 2005-S5, 2004-S4, and 2004-S3
consists of conventional, 30-year, fixed-rate, fully amortizing
and balloon second-lien mortgage loans.
   

       Ratings Lowered and Placed on Creditwatch Negative
   
               Structured Asset Securities Corp.

                                     Rating
                                     ------
            Series     Class   To               From
            ------     -----   --               ----
            2004-S3    M-7     BB/Watch Neg     BBB
            2004-S3    M-8     BB-/Watch Neg    BBB-
            2004-S4    B-2     B/Watch Neg      BB
            2005-S5    B-1     B/Watch Neg      BB+
               

       Ratings Lowered and Remaining on Creditwatch Negative
  
                 Structured Asset Securities Corp.

                                       Rating
                                       ------
              Series     Class   To               From
              ------     -----   --               ----
              2004-S4    B       B/Watch Neg      BB/Watch Neg
              2005-S5    B-2     B-/Watch Neg     BB+/Watch Neg
              2005-S6    B-3     B/Watch Neg      BB/Watch Neg
   

                           Ratings Lowered
   
                 Structured Asset Securities Corp.

                                       Rating
                                       ------
              Series     Class   To               From
              ------     -----   --               ----
              2004-S3    B       D                CCC
              2005-S5    B-3     D                CCC
    

        Rating Lowered and Removed from Creditwatch Negative
   
                 Structured Asset Securities Corp.

                                       Rating
                                       ------
              Series     Class   To               From
              ------     -----   --               ----
              2004-S3    M-9     CCC              B/Watch Neg
    

              Ratings Placed On Creditwatch Negative

                 Structured Asset Securities Corp.

                                       Rating
                                       ------
              Series     Class   To               From
              ------     -----   --               ----
              2004-S4    M-7     BBB-/Watch Neg   BBB-
              2004-S4    B-2     BB+/Watch Neg    BB+
              2005-S5    M-8     BBB-/Watch Neg   BBB-
    

                        Ratings Affirmed
    
               Structured Asset Securities Corp.

             Series     Class                Rating
             ------     -----                ------
             2004-S4    A-2                  AAA
             2004-S4    M-1                  AA
             2004-S4    M-2                  AA-
             2004-S4    M-3                  A
             2004-S4    M-4                  A-
             2004-S4    M-5                  BBB+
             2004-S4    M-6                  BBB
             2004-S3    M-1                  AA+
             2004-S3    M-2                  AA
             2004-S3    M-3                  AA-
             2004-S3    M-4                  A
             2004-S3    M-5                  A-
             2004-S3    M-6                  BBB+
             2005-S5    A1, A2               AAA
             2005-S5    M-1                  AA+
             2005-S5    M-2                  AA
             2005-S5    M-3                  AA-
             2005-S5    M-4                  A
             2005-S5    M-5                  A-
             2005-S5    M-6                  BBB+
             2005-S5    M-7                  BBB
             2005-S6    A-1, A-2             AAA
             2005-S6    M-1                  AA+
             2005-S6    M-2                  AA
             2005-S6    M-3                  AA-
             2005-S6    M-4                  A+
             2005-S6    M-5                  A
             2005-S6    M-6                  A-
             2005-S6    M-7                  BBB+
             2005-S6    M-8                  BBB
             2005-S6    M-9                  BBB-
             2005-S6    B-1                  BB+
             2005-S6    B-2                  BB+


TEEKAY CORP: S&P Affirms Long-Term Corporate Credit Rating at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings, including
the 'BB+' long-term corporate credit rating, on Vancouver, British
Columbia-based Teekay Corporation.  At the same time, Standard &
Poor's removed the ratings from CreditWatch with negative
implications, where they were placed Sept. 1, 2006.  The outlook
is negative.
     
"The ratings on Teekay reflect its exposure to the competitive and
price-taking spot tanker segment, which contributed to about half
of its operating income; a weakened financial risk profile
following recent debt-financed acquisitions of Petrojarl and OMI
Corp.; and a generally shareholder-friendly distribution policy,"
said Standard & Poor's credit analyst Greg Pau.  "Partially
mitigating these risks are a number of positives, including
Teekay's market-leading and defendable position in the shuttle
tanker business, increasing revenue contribution from more stable
liquefied gas and offshore segments, a strong customer base, and a
young fleet," Mr. Pau added.
     
Teekay has realized its strategy to become a full-range service
provider to the midstream oil and gas industry through
acquisitions and new building orders.  The company has turned its
offshore and liquefied gas segments into listed master limited
partnerships and is in the process of incorporating its tanker
business as a listed company, each to be governed by a different
set of financial policies.  Nevertheless, Standard & Poor's
continues to assess Teekay's credit as an integrated group in
accordance with our criteria, given the effective management
control over, and strategic significance of, the operating
subsidiaries by the parent company.  Teekay's market position has
also improved across the different segments with its operation of
an extensive 159-vessel fleet and it has a leading market share in
the shuttle tanker segment, which should be defendable given its
capital intensity, protection from long-term contracts, strong
track record, and customer relationships.
     
The outlook is negative.  Despite Teekay's strengthened product
offering and market positions, its weak leveraged financial risk
profile and significant exposure to the spot tanker market remain
significant limitations to any potential upside to the rating.  
The negative outlook also reflects that Teekay's effort to
deleverage and improve its cash flow coverage measures remains
subject to cash flow volatility and execution of planned equity
issuances by its subsidiary entities.  

Whether or not this effort will be successful could be affected by
spot tanker market volatility, the capital-intensive nature of the
business, and unpredictable equity market conditions.  The outlook
could be revised to stable if the company demonstrates good
progress in improving its financial measures to levels more
consistent with its current rating level.  Conversely, the rating
or outlook could be revised downward if financial measures fail to
improve in the next two years as a result of additional debt-
funded acquisitions, substantial share repurchases, or a material
downturn in spot crude freight rates.


TRANSWITCH CORP: Completes Exchange Offer for 5.45% Notes
---------------------------------------------------------
TranSwitch Corporation has completed its exchange offer and new
money offering to certain of the holders of its 5.45% Convertible
Plus Cash Notes due Sept. 30, 2007.  In this closing, the company
issued $25,013,000 aggregate principal amount of new 5.45%
Convertible Notes due Sept. 30, 2010, which represented
$21,246,000 of new notes issued in exchange for existing notes
tendered in the exchange offer and $3,767,000 of new notes sold
for cash to holders of existing notes.

These new notes will pay interest semi-annually at a rate of 5.45%
per year.  The initial conversion rate of the Notes is 472.1435
shares of common stock per $1,000 principal amount of the new
notes, which is equivalent to an initial conversion price of
approximately $2.118 per share, subject to adjustment upon the
occurrence of certain events.  

This represents a conversion premium of approximately 15.74%
relative to the closing bid price of TranSwitch's common stock on
the Nasdaq Global Market on June 29, 2007.

Based in Shelton, Connecticut, TranSwitch Corp. (NASDAQ: TXCC)
-- http://www.transwitch.com/-- designs, develops and markets  
innovative semiconductors that provide core functionality and
complete solutions for voice, data and video communications
network equipment.  The company has locations in India, Germany
and the U.S.

                           *     *     *

TranSwitch Corp. carries Standard and Poor's Ratings Service's B-
long-term foreign and local issuer credit ratings.


TRIPOS INC: Common Stock Delisted from Nasdaq Effective July 6
--------------------------------------------------------------
The Nasdaq Listing Qualifications Department has notified Tripos
Inc. that the company's common stock was delisted from The Nasdaq
Global Market on July 6, 2007.

Nasdaq has determined that the company was not in compliance with
the shareholders' equity and market capitalization requirements
for continued listing.  

Furthermore, after the recent sale of Tripos' Discovery Research
Sales and Services Business, Tripos is deemed to be a "public
shell" and therefore not eligible for continued listing on The
Nasdaq Global Market.

Tripos was advised that bid/ask quotations for its common stock
will be made on the Over-the-Counter Bulletin Board(R) maintained
by the NASD following the withdrawal of its securities from The
Nasdaq Global Market.  

In addition, Tripos' common stock will continue to be eligible for
quotation on the Pink Sheets, an electronic quotation service for
securities traded over the counter.

                         About Tripos Inc.

Headquartered in St. Louis, Missouri, Tripos Inc. (NASDAQ:TRPS)
-- http://www.tripos.com/-- combines technology and innovative  
science to deliver consistently superior chemistry-research
products and services for the biotechnology, pharmaceutical and
other life science industries.

The company's Discovery Informatics business provides software
products and consulting services to develop, manage, analyze and
share critical drug discovery information.  Within its Discovery
Research business, Tripos' medicinal chemists and research
scientists partner directly with clients in their research
initiatives, leveraging state-of-the-art information technologies
and research facilities.

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
shareholders of Tripos Inc. approved the company's plan of
dissolution and liquidation.


TWEETER HOME: Committee Wants to Retain Otterboug as Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tweeter Home
Entertainment Group Inc. and its debtor-affiliates' bankruptcy
cases seeks permission from the U.S. Bankruptcy Court for the
District of Delaware to retain Otterbourg, Steindler, Houston &
Rosen, P.C. as lead co-counsel.

Kevin P. Sauntry at Ryder Truck Rental, Inc., chairperson of the
Committee, states that Otterbourg has extensive experience in
business reorganizations under Chapter 11 of the Bankruptcy Code,
and will represent the Committee in a cost-effective, efficient,
and timely manner.

As lead co-counsel, Otterbourg will:

  (a) assist and advise the Committee in consulting with the
      Debtors relative to the administration of these cases;

  (b) assist and advise in examining and analyzing the conduct
      of the Debtors' affairs;

  (c) assist in the reviewing, analyzing, and negotiating of
      any plans of reorganization and accompanying disclosure
      statements, asset acquisition proposals, or inventory
      liquidation proposals that may be filed;

  (d) assist in the reviewing, analyzing, and negotiating of
      any financing agreements;

  (e) attend meetings and negotiate with the Debtors'
      representatives;

  (f) take all necessary action to protect and preserve the
      interests of the Committee, including

         (i) possible prosecution of actions on its behalf;

        (ii) if appropriate, negotiations concerning all
             litigation involving the Debtors;

       (iii) if appropriate, review and analysis of claims
             against the Debtors;

  (g) prepare all motions, applications, answers, orders,
      reports, and papers on behalf of the Committee;

  (h) appear and protect the interests of the Committee before
      the Court, the Appellate Courts, and the United States
      Trustee; and

  (i) perform all other necessary legal services.

Mr. Sauntry tells the Court that Otterbourg intends to work
closely with the Debtors' representatives and the other
professionals retained by the Committee, to ensure that there
will be no unnecessary duplication of services performed and
charged to the Debtors' estates.

Otterbourg's customary hourly rates are:

    Professional                  Hourly Rates
    ------------                  ------------
    Partner/Counsel               $510 to $745
    Associate                     $245 to $555
    Paralegal/Legal Assistant     $150 to $205

Scott L. Hazan, Esq., a member of Otterbourg, assures the Court
that the members and associates of the firm have no connection
with the Debtors or any other party-in-interest.  Otterbourg
represents no adverse interest to the Committee and will act in
the best interest of the Debtors' cases.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).


UNIQUE RIGGING: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Unique Rigging Corp.
        11-13 35th Avenue
        Long Island City, NY 11106

Bankruptcy Case No.: 07-43608

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                       Case No.
       ------                                       --------
       Unique Rigging Warehousing & Leasing Corp.   07-43609

Type of Business: The Debtor is a certified crane operator and
                  offers machinery moving, hoisting, and
                  warehousing of rigging equipment.
                  See http://www.uniquerigging.com/

Chapter 11 Petition Date: July 6, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Debtor's financial condition as of June 26, 2007:

   Total Assets:   $534,257

   Total Debts:  $3,202,417

A. Unique Rigging Corp.'s List of its 19 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Local 282 Trust Funds                         $1,804,748
2500 Marcus Avenue
Lake Success, NY 11042

Bay Crane Services                               $68,475
11-02 43rd Avenue
LIC, NY 11101

Bay Crane Services-Nassau                        $42,442
389 New South Road
Hicksville, NY 11801

American Express Optima                          $20,372

NY Crane & Equipment                             $17,330

Cranes Inc.                                      $14,327

Michael J. Jenkowski                             $12,765

Bank of America                                  $23,614

MBNA                                             $11,800

Farmitech                                        $10,000

Citi Cards                                        $9,682

NYC Environmental Control Board                   $7,275

NYS Unemployment                                  $7,177

Sprint/Nextel                                     $6,150

Dell Preferred Commercial Credit                  $4,519

Hammond Safety Management                         $3,892

Runway Tire Service                               $3,635

Verizon Yellow Pages                              $3,540

Discover Card                                     $3,393

B. Unique Rigging Warehousing & Leasing Corp.'s List of its Two
   Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Local 282 Trust Funds                         $1,804,748
2500 Marcus Avenue
Lake Success, NY 11042

Michael J. Jenkowski                              $4,250
249 Livingston Avenue
New Brunswick, NJ 08901


VERTRUE INC: Board Adopts Stockholder Protection Rights Deal
------------------------------------------------------------
The board of directors of Vertrue Incorporated adopted a
Stockholder Protection Rights Agreement and declared a dividend of
one Right on each outstanding share of Vertrue's Common Stock.

The dividend will be payable in accordance with the terms of the
Rights Agreement.

The Rights Agreement was adopted to deter abusive takeover tactics
that can be used to deprive Vertrue's stockholders of the full
value of their investment in Vertrue.

Until the earlier of:

   (a) Vertrue's disclosing that a person or group has acquired
       15% or more of the outstanding shares of Vertrue's Common
       Stock or the date and time on which any Acquiring Person
       has acquired more than 25% of the outstanding shares of
       Vertrue's Common Stock, the Flip-in Date, or

   (b) the tenth business day after any person or group commences
       a tender offer that will result in such person or group
       owning 15% or more of the outstanding shares of Vertrue's
       Common Stock, the Rights will be evidenced by the Common
       Stock certificates, will automatically trade with the
       Common Stock and will not be exercisable.

Thereafter, separate Rights certificates will be distributed and
each Right will entitle its holder to purchase one one-hundredth
of a share of Vertrue's Participating Preferred Stock having
economic and voting terms similar to those of one share of
Vertrue's Common Stock for an exercise price of $240.

Any stockholder beneficially owning 15% or more of the outstanding
shares of Vertrue's Common Stock at the time of adoption is
grandfathered under the terms of the Rights Agreement, until such
time as such stockholder acquires any additional shares of
Vertrue's Common Stock.

Upon 10 business days after the occurrence of the Flip-in Date,
each Right will entitle its holder to purchase, for the exercise
price, a number of shares of Vertrue's Common Stock having a
market value of twice the exercise price.

Also, if after an Acquiring Person controls Vertrue's board or is
the owner of 90% or more of Vertrue's Common Stock, Vertrue is
involved in a consolidation, merger or statutory share exchange or
sells more than 50% of its assets or earning power, or has entered
an agreement to do any of the foregoing and, in the case of a
consolidation, merger or statutory share exchange, the Acquiring
Person will receive different treatment than all other
stockholders, each Right will entitle its holder to purchase, for
the exercise price, a number of shares of capital stock of the
Acquiring Person having a market value of twice the exercise
price.

If any person or group acquires between 15% and 50% of Vertrue's
Common Stock, Vertrue's board may, exchange one share of Vertrue's
Common Stock for each Right.

The Rights may be redeemed by Vertrue's board for $0.001 per Right
prior to the Flip-in Date.

The Rights Agreement is not intended to and will not prevent a
takeover of Vertrue at a full and fair price.  However, the Rights
may cause substantial dilution to a person or group that acquires
15% or more of the shares of Vertrue's Common Stock unless the
Rights are first redeemed by Vertrue's board.

Nevertheless, the Rights should not interfere with a transaction
that is in the best interests of Vertrue and its stockholders
because the Rights can be redeemed prior to a triggering event.

The Rights Agreement does not weaken Vertrue's financial strength
or interfere with its business plans.  The issuance of the Rights
has no dilutive effect, will not affect reported earnings per
share, is not taxable to Vertrue or its stockholders and will not
change the way in which Vertrue shares are traded.

                     About Vertrue Incorporated

Headquartered in Norwalk, Connecticut, Vertrue Incorporated
(Nasdaq: VTRU) -- http://www.vertrue.com/-- is an Internet  
marketing services company.  Vertrue operates a diverse group of
marketing businesses that share a unified mission: to provide
every consumer with access to direct-to-consumer savings across
its five vertical markets of healthcare, personal property,
security/insurance, discounts and personals, which are all offered
online through a set of diverse Internet marketing channels.

                           *     *     *

As reported in the Troubled Company Reporter on July 2, 2007,
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to the proposed $660 million senior secured credit
facilities of membership marketing company Vertrue Inc. (B+/Watch
Negative/--).  


VIRAGEN INC: Affirms Delisting of Sttock on AMEX
------------------------------------------------
The American Stock Exchange has notified Viragen Inc. that a
Listing Qualifications Panel has affirmed an Amex Staff
determination to delist the company's common stock, units and
warrants.

Viragen's securities will continue to trade on the Amex
through July 11, 2007, and then are expected to begin trading on
the Over-the-Counter Bulletin Board on July 12, 2007.
    
Based in Plantation, Florida, Viragen Inc. (Amex: VRA; VRA.U;
VRA.WS) (OTC BB: VGNI) -- http://www.viragen.com/-- is a bio-
pharmaceutical company engaged in the research, development,
manufacture and commercialization of products for the treatment of
cancers and viral diseases.  The company operates from three
locations: Plantation, Florida, which contains the company's
administrative offices and support; Viragen (Scotland) Ltd.,
located outside Edinburgh, Scotland, which conducts the company's
research and development activities; and ViraNative, located in
Umea, Sweden, which houses the company's human alpha interferon
manufacturing facilities.

                       Going Concern Doubt

Ernst & Young LLP, in Fort Lauderdale, Florida, raised substantial
doubt about Viragen, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, accumulated
and stockholders' deficiencies, and dependence on its ability to
raise adequate capital to fund necessary product commercialization
and development activities.


VIRGIN MEDIA: Receives Takeover Bid; Initiates Strategic Review
---------------------------------------------------------------
Virgin Media Inc., fka NTL Inc., confirmed last week that it has
received a takeover proposal but declined to divulge the identity
of the offeror.

The company said it has not engaged in negotiations with the
offeror.  The proposal is based on public information and is
subject to various conditions, including a due diligence
examination and a period of exclusivity. The proposal also states
that it will be withdrawn if its terms are publicly disclosed.

Prior to the receipt of the proposal, the Virgin Media's Board of
Directors had initiated a review of strategic alternatives with
Goldman Sachs, including a process for a possible sale of the
Company.  The proposal will be considered as part of the review.
However, there is no assurance that any transaction will occur or,
if so, at what price.  The telecoms company does not intend to
comment further on the process unless and until a definitive
agreement is executed or the process is abandoned.

Published reports have cited Carlyle Group to have made a
preliminary offer of between US$33 and US$35 per share for the
telecoms company.  Virgin Media, however, declined to comment on
the matter.

                      About Virgin Media

Headquartered in London, England, Virgin Media Inc., fka NTL
Inc. (NASDAQ: VMED) -- http://virginmedia.com/-- provides
broadband, digital television, telephony, content and
communications services, reaching over 50% of the U.K. homes and
85% of the U.K. businesses.

Virgin Media posted GBP120.3 million in net losses against GBP1
million in revenues for the first quarter ended March 31, 2007,
compared with GBP119.9 million in net losses against GBP611.4
million in revenues for the same period in 2006.

At March 31, 2007, Virgin Media's balance sheet showed GBP11
billion in total assets, GBP7.9 billion in total liabilities and
GBP3.1 billion in total shareholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with GBP988.9 million in total current assets
available to pay GBP1.4 billion in total liabilities coming due
within the next 12 months.

                              * * *

In April 2007, in connection with the implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology
for the existing non-financial speculative-grade corporate issuers
in Europe, Middle East and Africa, Moody's Investors Service
confirmed its Ba3 Corporate Family Rating for Virgin Media Inc.

Moody's also assigned a Ba3 Probability-of-Default Rating to the
company.

In March 2007, Standard & Poor's Ratings Services affirmed its
'BB-' senior secured debt rating and '1' recovery rating on Virgin
Media Investment Holdings Ltd.'s GBP4.98 billion senior secured
facilities.


WACHOVIA BANK: Moody's Affirms Low-B Ratings on Five Certificates
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Wachovia Bank Commercial Mortgage Trust 2007-
WHALE 8.  

The provisional ratings issued on June 15, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $1,036,082,000, rated Aaa
-- Class A-2, $345,361,000, rated Aaa
-- Class X-1A, $1,544,524,615*, rated Aaa
-- Class X-1B, $1,759,800,000*, rated Aaa
-- Class B, $61,593,000, rated Aa1
-- Class LXR-1, $54,400,000, rated Baa2
-- Class LXR-2, $72,600,000, rated Baa3
-- Class AP-1, $4,300,000, rated Baa2
-- Class AP-2, $11,150,000, rated Baa3
-- Class AP-3, $17,800,000, rated Ba1
-- Class AP-4, $2,761,206, rated Ba2
-- Class LP-3, $2,100,000, rated Ba1
-- Class FA, $7,500,000, rated Baa2
-- Class HH-1, $3,800,000, rated Baa3
-- Class FSN-1, $3,300,000, rated Ba1
-- Class FSN-2, $4,058,264, rated Ba2
-- Class MH-1, $3,600,000, rated Baa3


WAMU COMMERCIAL: Moody's Assigns Low-B Ratings to Six Certificates
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by WaMu Commercial Mortgage Securities Trust
2007-SL3.  The provisional ratings issued on June 20, 2007 have
been replaced with these definitive ratings:

-- Class A-1A, $669,874,000, rated Aaa
-- Class A, $293,480,000, rated Aaa
-- Class A-J, $141,292,000, rated Aaa
-- Class B, $25,690,000, rated Aa2
-- Class C, $14,450,000, rated Aa3
-- Class D, $24,084,000 rated A2
-- Class E, $11,239,000, rated A3
-- Class F, $14,451,000, rated Baa1
-- Class G, $9,633,000, rated Baa2
-- Class H, $12,845,000, rated Baa3
-- Class J, $17,661,000, rated Ba1
-- Class K, $8,028,000, rated Ba2
-- Class L, $6,423,000, rated Ba3
-- Class M, $3,211,000, rated B1
-- Class N, $6,422,000, rated B2
-- Class O, $3,211,000, rated B3
-- Class X, $1,284,473,132*, rated Aaa


WASHINGTON MUTUAL: Fitch Affirms Low-B Ratings on Nine Classes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Washington
Mutual residential mortgage-backed certificates:

WaMu Series 2001-7

    -- Class A affirmed at 'AAA'.

WaMu Series 2002-AR2

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB-'.

WaMu Series 2002-AR10

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA-';
    -- Class B-5 affirmed at 'A-'.

WaMu Series 2002-AR11

    -- Classes A and M-1 affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR12

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA-';
    -- Class B-5 affirmed at 'A-'.

WaMu Series 2002-AR13

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'AA-';
    -- Class B-4 affirmed at 'A+';
    -- Class B-5 affirmed at 'BBB+'.

WaMu Series 2002-AR14

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'AA-';
    -- Class B-4 affirmed at 'A+';
    -- Class B-5 affirmed at 'BBB+'.

WaMu Series 2002-AR15

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR16

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BBB'.

WaMu Series 2002-AR19

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

Washington Mutual Mortgage Series 2002-MS7

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA';
    -- Class C-B-3 affirmed at 'AA+';
    -- Class C-B-4 upgraded to 'AA-' from 'A';
    -- Class C-B-5 upgraded to 'A' from 'BBB+'.

WAMMS Series 2002-MS8

    -- Class A affirmed at 'AAA';
    -- Class C-B-4 upgraded to 'AA+' from 'A+';
    -- Class C-B-5 upgraded to 'A+' from 'BBB'.

WAMMS Series 2002-MS9

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 upgraded to 'AAA' from 'AA+';
    -- Class C-B-3 upgraded to 'AA+' from 'AA';
    -- Class C-B-4 upgraded to 'AA' from 'AA-';
    -- Class C-B-5 upgraded to 'BBB+' from 'BBB-'.

WAMMS Series 2002-MS10

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-5 affirmed at 'BBB+'.

WAMMS Series 2002-MS11

    -- Class A affirmed at 'AAA';
    -- Class .C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-4 affirmed at 'A+';
    -- Class C-B-5 affirmed at 'BBB+'.

WaMu Series 2002-S5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A'.

WaMu Series 2002-S6

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AAA';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A+'.

WaMu Series 2002-S7

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AAA';
    -- Class B-3 affirmed at 'AA+';
    -- Class B-4 affirmed at 'AA';
    -- Class B-5 affirmed at 'A'.

WaMu Series 2003-AR1

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

WaMu Series 2003-AR2

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A+'.

WaMu Series 2003-AR4

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 affirmed at 'BBB+';
    -- Class B-5 affirmed at 'BB+'.

WaMu Series 2003-AR5

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-2 affirmed at 'A+';
    -- Class B-3 affirmed at 'A-';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

WaMu Series 2003-AR6

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AA+';
    -- Class B-2 affirmed at 'AA-';
    -- Class B-3 affirmed at 'A-';
    -- Class B-4 affirmed at 'BBB';
    -- Class B-5 affirmed at 'BB'.

WAMMS Series 2003-MS1

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA-';
    -- Class C-B-4 affirmed at 'A-';
    -- Class C-B-5 affirmed at 'BB+'.

WAMMS Series 2003-MS2

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AA+';
    -- Class C-B-3 affirmed at 'AA';
    -- Class C-B-4 affirmed at 'BBB+';
    -- Class C-B-5 affirmed at 'BBB-'.

WAMMS Series 2003-MS3

    -- Class A affirmed at 'AAA';
    -- Class C-B-1 affirmed at 'AAA';
    -- Class C-B-2 affirmed at 'AAA';
    -- Class C-B-4 affirmed at 'A+';
    -- Class C-B-5 affirmed at 'BBB'.

WAMMS Series 2003-MS5

    -- Class A affirmed at 'AAA';
    -- Class C-B-5 affirmed at 'BB-'.

WAMMS Series 2003-MS7

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'A+';
    -- Class B-4 affirmed at 'A';
    -- Class B-5 affirmed at 'BB+'.

WAMMS Series 2005-RA1 Groups 1 & 2

    -- Class A affirmed at 'AAA'.

WAMMS Series 2005-RA1 Group 3

    -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $3.753 billion of the
outstanding certificates, are due to credit enhancement consistent
with future loss expectations.  The upgrades, affecting
approximately $9.4 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The credit enhancement for the upgraded classes as of June
25, 2007 distribution has more than doubled since issuance.


WENDYS INTERNATIONAL: Discloses Second Quarter Same-Store Sales
---------------------------------------------------------------
Wendy's International, Inc., disclosed Friday preliminary same-
store sales for the second quarter of 2007, which ended on Sunday,
July 1.

Average same-store sales at U.S. company restaurants increased
0.7% for the period, while average same-store sales at U.S.
franchise restaurants increased 0.4%.

"We've now delivered 13 consecutive months of positive same-store
sales," said Chief Executive Officer and President Kerrii
Anderson.  "We built on positive sales a year ago and lapped our
highest unit volumes of 2006 in June. Our menu management
strategy, new products, and improving marketing and restaurant
operations have enabled us to continue our momentum.

"Second-quarter same-store sales growth was not as strong as the
first quarter as we continue to execute our market-based pricing
strategy. We believe this is impacting transactions in the short
term, but will position us to produce profit expansion in the
future."

                          About Wendy's

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries      
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


WILD WEST: Files for Bankruptcy Protection in Kansas
----------------------------------------------------
Wild West World, LLC, on Monday filed for protection under Chapter
11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the
District of Kansas.

In a press release, the company that it will close immediately and
cease day-to-day operations.  All employees have been paid through
Sunday, July 8th.

Since January 2007, the company relates that the Wichita area
suffered excessive amounts of snow, ice, rain, storms, and
tornados.  Since the park opened to the media on May 1, 2007, and
the general public on May 5th, approximately 50 of the last 60
days have been either rain, storms, overcast, tornados, tornado
warnings or poor weather of some sort.  On May 4th, the Greensburg
tornado devastated that community.

In the months of June and July, Kansas experienced unprecedented
rain and flooding, having a devastating impact on Wild West
World's attendance and projected revenue.  As a result, Wild West
World cannot meet its operating expenses from the actual revenue
generated.

Wild West World management is currently negotiating and will
continue to negotiate throughout the world for a new purchaser for
the park.  It is not the intention of Wild West World management
to permanently close the park.  Thomas and Cheryl Etheredge state
that they believe in Park City and Wichita and the need for family
entertainment.


WILD WEST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wild West World LLC
        7300 North Wild West Drive
        Valley Center, KS 67147

Bankruptcy Case No.: 07-11620

Type of Business: The Debtor operates an amusement park business
                  at Valley Center, Kansas.

Chapter 11 Petition Date: July 9, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of Five Largest Unsecured Creditors:

   Entity                                             Claim Amount
   ------                                             ------------
   First National Bank of Southern KS                   $6,192,600
   P.O. Box 470
   Goddard, KS 67052

   Thomas and Cheryl Etheredge                          $3,800,000
   15683 Northwest 10th Street
   Benton, KS 67017

   Citizens Bank                                        $1,827,000
   4820 East Douglas
   Wichita, KS 67208

   City of Park City                                    $1,015,189
   6110 North Hydraulic
   Park City, KS 67219

   City of Park City                                    $1,000,000
   6110 North Hydraulic
   Park City, KS 67219

   Ruffler Bank                                           $500,000
   c/o David Dahl
   P.O. Box 800
   Wichita, KS 67201

   Summit Church                                          $401,895
   P.O. Box 279
   Valley Center, KS 67147

   Holland Paving                                         $400,000
   1255 South Tyler Road
   Wichita, KS 67209

   Heiman and Company, Inc.                               $380,000
   P.O. Box 2120
   Wichita, KS 67201

   Rob Dillard, MD                                        $300,000
   Angel Dillard
   9221 East 125th North
   Valley Center, KS 67147

   Restoration Farms, Inc.                                $263,000
   15231 Southwest Parallel Road
   Benton, KS 67017

   South Central KS Economic Development                  $203,703
   District Inc.

   SCKEED                                                 $198,520

   Marvin Whitsen                                         $150,000

   Mike Porter                                            $100,000

   AJ Morris Allstate Insurance                           $100,000

   Robl Commercial Construction                            $99,680

   David Brown, MD                                         $75,000

   Ralph Machio                                            $75,000

   Lease Corporation of America                            $69,887


WINN'S HAULING: Wants to Employ Robert Hansen as Accountant
-----------------------------------------------------------
Winn's Hauling Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Virginia for authority to employ Mr. Robert W. Hansen,
CPA, as its accountant, nunc pro tunc to June 21, 2007.

Mr. Hansen is expected to assist the Debtor in:

   a) the preparation and filing of financial documents, monthly
      financial reports, monthly or other periodic financial
      statements, and tax returns;

   b) bookkeeping and other financial matters; and

   c) formulating a plan of reorganization.

Mr. Hansen will bill the Debtor at $180 per hour.  The Debtor has
paid Mr. Hansen a $5,000 prepetition retainer.

To the best of the Debtor's knowledge, Mr. Hansen neither holds
nor represents any interest adverse to the estate.

Richmond, Va.-based Winn's Hauling Inc. -- http://winns.com/--  
specializes in systems furniture and appliance delivery,
installation, commercial office moving, and computer equipment
storage.  The company filed for Chapter 11 protection on
June 21, 2007 (Bankr. E.D. Va. Case No. 07-32266).  David K.
Spiro, Esq. at Cantor Arkema, P.C. represents the Debtor.  
No Official Committee of Unsecured Creditors has been appointed
in this case to date.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of
between $1 million to $100 million.  The Debtor' exclusive
period to file a Chapter 11 plan expires on Oct. 21, 2007.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                              Total  
                              Shareholders  Total     Working  
                              Equity        Assets    Capital      
Company               Ticker  ($MM)          ($MM)     ($MM)  
-------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271      (42)
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP       (106)         312       60
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Isolagen Inc            ILE         (48)          49       21
Ista Pharmaceuticals    ISTA        (15)          48       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

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.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  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.

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