TCR_Public/020305.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, March 5, 2002, Vol. 6, No. 45     


ANC RENTAL: Selling 2.4-Acre GA Property to Diplomat for $1MM
ACTERNA: Uses $75M Debt Issue Proceeds to Pay Down Revolver
ADELPHIA BUSINESS: Won't Make $15MM Payment on 12.25% Sr. Notes
ALLIED HOLDINGS: Completes Refinancing of Revolver & Sub. Debt
ALLIED HOLDINGS: S&P Affirms B Rating After Facility Refinancing

AREMISSOFT CORP: Dismisses PKF as Independent Public Accountants
ARGOSY GAMING: Sets Annual Shareholders' Meeting for April 16
BETHLEHEM STEEL: Gets Okays Modified Key Employee Retention Plan
BOSTON CHICKEN: Trustee Extending Deadline for Unclaimed Funds
CJF HOLDINGS: Converts Chapter 11 Cases to Chapter 7 Liquidation

CARIBBEAN PETROLEUM: Lease Decision Period Hearing is Tomorrow
CELLPOINT INC: Meets Dec. 2001 Castle Creek Agreement's Terms
CHANNELLE COMM'L: Credit Agreement Maturity Extended to Year-End
CHIQUITA BRANDS: Obtains Open-Ended Lease Decision Period
CHIQUITA BRANDS: Security Holders Accept Pre-Arranged Plan

CLASSIC COMMS: Court Okays Walsh Monzack as Committee Co-Counsel
COMPUTONE CORP: Cures Default on $2.5 Million Sub. Note Payable
COVANTA ENERGY: Meets Cash Mgt. Goals to Secure Covenant Waivers
COVENTRY HEALTH: Launches Exchange Offer for 8-1/8% Senior Notes
COYNE INTERNATIONAL: Moodys Hatchets Ratings Down to Junk Level

DELPHI: Sets March 8 Record Date for Liquidation Distribution
DELTA FINANCIAL: Posts Improved Q4 Results After Debt Workout
ENRON: Level 3 Demands Broadband Unit Pay $5 Million Charges
EXIDE TECHNOLOGIES: Moving Absolyte Into Other NA Battery Ops.
EXODUS COMMS: Will Cure Turner Construction Payment Defaults

EXPRESS SCRIPTS: S&P Rates Proposed $350MM Term B Loan at BB+
FEDERAL-MOGUL: Future Claimants Tap ARPC as Asbestos Consultants
FLORSHEIM GROUP: Files for Chapter 11 Protection in Illinois
FLORSHEIM GROUP: Case Summary & 25 Largest Unsecured Creditors
FRIEDE GOLDMAN: Exclusive Period Stretched to April 12

GLOBAL CROSSING: UST Amends Creditors' Committee's Appointments
GLOBAL CROSSING: Geoffrey Kent Resigns from Board of Directors
HAYES LEMMERZ: Asks Court to Fix May 14, 2002 as Claims Bar Date
HEILIG-MEYERS: S&P Drops Class A Certs. Rating to Default Level
HUNTSMAN INT'L: Adjusted EBITDA Down by 85% in 2001 4th Quarter

IT GROUP: AWS Remediation Demands Prompt Decision on Contract
INTEGRATED HEALTH: Wants to Pay Diligence Fees for Exit Facility
ISPAT INT'L: S&P Junks Imexsa's Export Certificates Rating
JACOBSON'S STORES: Gains Access to $100 Million DIP Facility
KAISER ALUMINUM: Brings-In Jones Day as Lead Bankruptcy Counsel

KMART CORPORATION: Seeks Appointment of Trumbull as Claims Agent
LTV CORP: Blackstone Wants to Sell Copperweld Debtors' Assets
LODGIAN INC: Cash Collateral Pact in Place Through Dec. 21, 2002
LOGIX COMMS: Files for Chapter 11 Reorganization in Houston
LOGIX COMMUNICATIONS: Chapter 11 Case Summary

MCLEODUSA INC: Wins Nod to Use Secured Lenders' Cash Collateral
METALS USA: Earns Approval to Hire CIBC as Financial Advisors
MICROFORUM INC: Ontario Court Extends CCAA Protection to May 6
NANTICOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
OBSIDIAN ENTERPRISES: Pursuing Debt Restructuring Discussions

OWENS CORNING: Exclusive Period Remains Intact through August
PW EAGLE: Inks Revised Loan Agreements to Clear All Defaults
PACIFIC GAS: Committee Points Out Flaws in CPUC Plan Term Sheet
PILLOWTEX CORP: Revisions to Joint Plan & Disclosure Statement
PILLOWTEX: Begins Filling 200 Positions at Kannapolis Facilities

POLAROID CORP: Retirees' Committee Taps EO as PR Consultants
PREMCOR REFINING: S&P Still Keeping Watch on Low-B Ratings
ROTECH HEALTHCARE: S&P Rates Subordinated Debt & Bank Loan at BB
SAFETY-KLEEN: Unit Wants to Borrow $125MM Under New DIP Loan
SWAN TRANSPORTATION: U.S. Trustee Appoints Creditors' Committee

TELESYSTEM INT'L: Slashes Debt by $700MM After Recapitalization
VALLEY HISTORIC: Case Summary & Largest Unsecured Creditors
VELOCITA CORP: Taps Impala Partners to Assist in Restructuring
W.R. GRACE: PD Committee Signs-Up Hilsoft as Notice Expert
WILLIAMS COMPANIES: Taking Cautions to Cushion WCG's Bankruptcy

WORLD ACCESS: Plan Confirmation Hearing Scheduled for May 14


ANC RENTAL: Selling 2.4-Acre GA Property to Diplomat for $1MM
Consistent with their efforts to consolidate their operations in
Georgia, ANC Rental Corporation, and its debtor-affiliates ask
permission from the Court for National Car Rental, Inc., to
assume an unexpired non-residential property lease of a facility
located in Buffington Road Atlanta, Georgia and assign that
lease to ANC Rental Corporation.

Mark J. Packel at Blank Rome Comisky & McCauley in Wilmington,
Delaware, explains that the lease was entered into by National
in August 2001 with Blue Ribbon Cars LLC under which the
Landlord agreed to construct an 31-acre build-to-suit facility
on the property. National agreed to the lease in order to
consolidate the Debtors' four facilities in the Atlanta area
into a single, centrally-located, multi-use automobile
maintenance, overflow and administration center for use both by
National and Alamo Rent-A-Car. To date, the Landlord has
completed 30% of the facility as well as the construction
documents for the balance of the project and is prepared to
obtain the necessary permits to complete it.

Mr. Packel tells the Court that since the Petition Date the
Landlord has halted the construction and permit process,
concerned that the lease will be rejected. The landlord,
however, has assured the Debtors it will resume construction
work upon assumption of the lease. Because both Alamo and
National will use the facility, National seeks to assume and
assign the lease to ANC. If the Court approves the motion, it is
anticipated that the Debtors will be able to occupy the facility
within four to six months from the time the Landlord receives
final approval and permits for the facility.

Mr. Packel states that the Debtors as of the moment lease three
of the locations for Atlanta operations for $689,000 in combined
annual lease costs and other expenses. When the Debtors would
have occupied the facility, it will cost the Debtors $976,000
for the same expenses. Though this is an increase in expenses,
Mr. Packel submits that by assuming the Lease and consolidating
their other Atlanta properties, the Debtors will nearly double
their operation space for an increase in annual rent of only
$287,000. Further, such consolidation will enable the Debtors to
reduce the cost of shuttling automobiles between its various
Atlanta area facilities and rental locations by $345,000
annually and also cap monthly rent, occupancy and maintenance
costs, improve overall customer services, improve automobile
servicing efficiencies and allow for the expansion of operations
in the important and growing Atlanta market.

With the same end-in-mind of consolidating their Atlanta
operations, the Debtors also ask permission from the Court to
sell a non-residential real estate property located on Bobby
Brown Parkway in East Point, Georgia free and clear of liens,
claims, encumbrances and interests and exempt from any stamp,
transfer, recording or similar tax.

Mr. Packel relates that on January 17, 2001, National entered
into a Purchase Agreement with the Diplomat Companies for a
parcel of land consisting of 2.4 acres in East Point, Georgia.
Under the Agreement, the Debtors agreed to sell the property to
Diplomat for $1,000,000 for a net gain profit of $400,000.

Mr. Packel submits that the purchase price is the best offer for
the property. Nevertheless, he assures the Debtors will notify
all parties that have previously offered to purchase the
property and will withdraw the motion if a better offer is
received before the Court's approval. (ANC Rental Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-

ACTERNA: Uses $75M Debt Issue Proceeds to Pay Down Revolver
On January 15, 2002, Acterna LLC, a wholly-owned subsidiary of
Acterna Corporation, issued and sold at par $75 million
aggregate principal amount of 12% Senior Secured Convertible
Notes Due 2007 to Clayton, Dubilier & Rice Fund VI Limited
Partnership, pursuant to an Investment Agreement, dated  
December 27, 2001, between Acterna Corporation, Acterna LLC and
Fund VI. The net proceeds of the Notes were used to repay a
portion of the Company's debt under its revolving credit
facility. The amounts repaid remain available to be reborrowed
by the Company.

This information is being furnished to the stockholders of the
Company in connection with the potential issuance of shares of
common stock, par value $0.01 per share, of the Company upon the
conversion of the Notes (or the exercise of any Warrants, as
described below).  More specifically, the Company is furnishing
this information to comply with Rule 4350 of The Nasdaq National
Market, where the common stock is listed. Rule 4350 requires the
Company to obtain stockholder approval of any issuance or
potential issuance of shares of common stock (or securities
convertible into or exercisable for common stock) constituting
20% or more of the common stock outstanding immediately prior to
such issuance or potential issuance at a price per share less
than the market price of such common stock on the date such
issuance or potential issuance is agreed to. On December 27,
2001, the date Acterna agreed to sell the Notes to Fund VI, the
conversion price of the Notes was less than the market price of
the common stock and the number of shares of common stock
issuable upon conversion of the Notes (on a fully-accreted basis
through the Maturity Date) exceeded 20% of the outstanding
common stock.

Accordingly, the terms of the Notes provide, and, if any are
issued, the terms of the Warrants will provide, that no Note or
Warrant may be converted or exercised, as the case may be, until
the stockholders of the Company have approved the issuance of
shares of common stock upon such conversion or exercise.

The Company intends to mail this information on or about March
4, 2002 to its stockholders of record on February 22, 2002, and
to obtain the Approval of Issuance not less than twenty calendar
days after such mailing is completed. The two largest
stockholders of the Company are Clayton, Dubilier & Rice Fund V
Limited Partnership and Fund VI; without giving effect to the
issuance and sale of the Notes, they together own approximately
80% of the Company's outstanding common stock.  Pursuant to
Section 216 of the Delaware General Corporation Law, a majority
of the outstanding shares of voting capital stock entitled to
vote thereon is required in order to grant the Approval of
Issuance, and Fund V and Fund VI have already informed the
Company that they intend to vote their shares of common stock in
favor of the Approval of Issuance. Therefore, in order to best
comply with the Nasdaq rules by obtaining the Approval of
Issuance as expeditiously as possible, the Company has decided
not to hold a special meeting of all of its stockholders, but to
obtain the Approval of Issuance by the written consent of Fund V
and Fund VI.

The Company is not required to hold a special meeting of
stockholders to obtain the Approval of Issuance because Section
228 of the Delaware Law and the Company's by-laws provide that
the written consent of the holders of outstanding shares of
voting capital stock having not less than the minimum
number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote
thereon were present and voted may be substituted for such a
special meeting. When a stockholder action is taken by written
consent, however, the Federal securities laws require the
Company to furnish an Information Statement, such as this
information, to all of the stockholders who would otherwise have
been entitled to vote on the action so taken.

What are the basic terms of the Notes? Under what circumstances
will Warrants be issued to holders of Notes?

The Notes bear interest at 12% per annum and mature on December
31, 2007. Interest on the Notes is payable semi-annually in
arrears on each March 31st and September 30th, with interest
payments commencing on March 31, 2002. At the option of the
Company, interest is payable in cash or in-kind by the issuance
of additional Notes. Due to limitations imposed by its senior
secured credit facility, the Company expects to pay interest on
the Notes in-kind by issuing additional Notes. The Notes are
secured by a second lien on all of the assets of the Company and
its subsidiaries that secure the Company's senior secured credit
facility, and are guaranteed by the Company and its domestic

At the option of Fund VI (or any subsequent holder of Notes), at
any time prior to the Maturity Date, but only after the Approval
of Issuance has been obtained by the Company, the Notes may be
converted into newly-issued shares of common stock at a
conversion price of $3.00 per share, subject to customary
antidilution adjustments. On December 27, 2001 (the date on
which the Investment Agreement was executed by the parties), the
closing market price per share of common stock was $3.63, and on
January 15, 2002 (the date on which the Notes were issued and
sold to Fund VI), the closing market price per share of common
stock was $2.45.

Acterna may redeem the Notes, in whole or in part, and without
penalty or premium, at any time prior to the Maturity Date, and
is required to offer to repurchase the Notes upon a change of
control and upon the disposition of certain assets. However, if
any Note is redeemed, repurchased or repaid for any reason prior
to the Maturity Date, the holder thereof will be entitled to
receive from the Company a warrant to purchase a number of
newly-issued shares of common stock equal to the number of
shares of common stock that such Note was convertible into
immediately prior its redemption, repurchase or repayment, for
an exercise price per share of common stock equal to the
conversion price of the Note immediately prior to its
redemption, repurchase or repayment, subject to customary
antidilution adjustments. As with the Notes, however, no Warrant
may be exercised until the Approval of Issuance has been
obtained by the Company.

Pursuant to Section 228 of the Delaware Law, the Company is
required to provide prompt notice of the taking of the corporate
action without a meeting to stockholders who would otherwise
have been entitled to vote on the action so taken. Accordingly,
the Company will notify its stockholders of the effective date
of the Approval of Issuance in its next Annual Report on Form
10-K (which will be filed by the Company with the Securities and
Exchange Commission following the end of the Company's fiscal
year ended March 31, 2002).

Acterna is the world's largest provider of test and management
solutions for optical transport, access and cable networks and
the second largest communications test company overall. Focused
entirely on providing equipment, software, systems and services,
Acterna helps customers develop, install, manufacture and
maintain their optical transport, access, cable, data/IP, and
wireless networks. The company serves customers globally with a
presence in more than 80 countries. In addition, the company
supplies in-flight passenger information systems and video color
correction systems through its AIRSHOW and da Vinci Systems
subsidiaries. Through its Itronix subsidiary, the company sells
ruggedized computing devices for field service applications. At
December 31, 2001, the company's total liabilities exceeded its
total assets by $290 million.

DebtTraders reports that Acterna Corp.'s 9.75% bonds due 2008
(ACTR08USR1) are trading between 30 and 35. See
for real-time bond pricing.

ADELPHIA BUSINESS: Won't Make $15MM Payment on 12.25% Sr. Notes
Adelphia Business Solutions, Inc., (Nasdaq: ABIZ) announced that
it will not make an interest payment of $15,312,500 on its 12-
1/4% Senior Secured Notes due 2004.  This interest payment was
due on March 1, 2002.  If ABS does not make this interest
payment on or before the expiration of the applicable grace
period on March 31, 2002, an "event of default" under the
indenture governing these notes will have occurred.

ABS also announced that it has engaged UBS Warburg LLC, an
investment banking firm, to provide financial advice and to
assist it in evaluating restructuring alternatives. In this
regard, the company stated that it is taking actions to
restructure its financial obligations and has begun discussions
with certain holders of its public debt to achieve this
objective. In the meantime, ABS will continue to operate its
business and satisfy its operating expenses consistent with its
normal business practices.

Adelphia Business Solutions, Inc., provides integrated
communications services to business customers through its state-
of-the-art fiber optic communications network.

ALLIED HOLDINGS: Completes Refinancing of Revolver & Sub. Debt
Allied Holdings, Inc., successfully completed the refinancing of
its revolving credit facility as well as its subordinated debt
on February 26, 2002. Ableco Finance LLC, a specialty finance
company focusing on refinancings, leveraged lending and asset-
based facilities, and Foothill Capital Corporation, a wholly-
owned subsidiary of Wells Fargo & Company, are agents for the
new credit facility.

The new credit facility provides the Company with a revolving
credit and term loan facility. The term loans were used to
reduce outstanding borrowings on the Company's revolving credit
facility and to purchase and repay the existing $40 million of
subordinated debt which originally was to mature on February 1,
2003. The subordinated debt was purchased for $37.25 million.

Ableco and Foothill provided $173.5 million in financing as part
of the new facility and the existing subordinated debtholders
provided $29.25 million for a total credit facility of $202.75
million. The new facility matures in February 2005 and is
secured by all assets of the Company and its subsidiaries (other
than its captive insurance company). The Company's $150 million
of 8-5/8% senior unsecured notes due in 2007 will continue as a
part of the Company's capital structure.

Allied is the largest North American motor carrier specializing
in the transportation of new and used automobiles and light

ALLIED HOLDINGS: S&P Affirms B Rating After Facility Refinancing
Standard & Poor's on February 27, 2002, affirmed its 'B'
corporate credit rating on automobile transporter Allied
Holdings Inc., and at the same time, removed the ratings from
CreditWatch. The action reflects Allied Holdings' announcement
that it has refinanced an unrated $230 million revolving credit
facility and $40 million in unrated subordinated debt.

Allied Holdings, based in Decatur, Ga., is the largest North
American motor carrier of new and used automobiles and light
trucks. The company has about $370 million in debt and operating

The company's $230 million revolving credit facility expired on
Jan. 31, 2002, and its $40 million in subordinated debt would
have been due in February 2003. Allied Holdings has replaced
these with an unrated $202.75 million secured credit facility
consisting of a $120 million revolving credit facility and
$82.75 million in various term loans, all of which mature in

Standard & Poor's expects that Allied's turnaround plans can
restore profitability through continued cost reduction and
revenue improvement. But lower automobile production levels or
lower-than-expected cost savings could result in a weaker credit
profile and possibly cause covenants in the new facility to be
breached. The refinancing of Allied's bank facility resolves
short-term liquidity concerns and gives management more time to
fully implement plans to restore profitability.

The ratings reflect Allied's dominant market position, offset by
poor, but improving, operating performance, continued losses
that began in mid-2000, limited financial flexibility, and an
aggressively leveraged capital structure.

Allied has implemented an administrative fee that will aid
revenues, has reduced costs, and has closed unprofitable
terminals. Automobile production had been declining prior to
Sept. 11, 2001, but benefited from record sales due to
automaker's offering 0% financing options on new vehicles in the
last quarter of 2001. The recent strength could affect sales
(and production) in 2002, but some automakers have recently
expressed some optimism for this year. Allied's already weak
financial profile is not expected to improve significantly in
the near term. While the company's financial flexibility has
been improved somewhat by the recent refinancing of its bank
facility, it is still constrained by a small equity base ($21
million at Sept. 30, 2001) and no unencumbered assets. The
company has used the proceeds from the sale of its UK joint
venture and cash from operations to reduce debt by $60 million
in the fourth quarter of 2001.


Standard & Poor's expects that Allied's plans to restore
profitability through continued cost reduction and revenue
improvement are achievable, but lower automobile production
levels or lower than expected cost savings could result in a
weaker credit profile. Should this occur, covenants in the new
facility could be breached.

DebtTraders reports that Allied Holdings Inc.'s 8.625% bonds due
2007 (HAUL07USR1) are trading between 48 and 51. See
for real-time bond pricing.

AREMISSOFT CORP: Dismisses PKF as Independent Public Accountants
On January 18, 2002, the Audit Committee recommended to the
Board of Directors of AremisSoft Corporation that it dismiss,
and on January 23, 2002 the Board of Directors determined to
dismiss, PKF as AremisSoft's independent public accountant.

In August 2001, and after publicity questioning the size of its
contract with the National Health Insurance Fund for Bulgaria
and the resignation of several of its officers, including
Lycourgos Kyprianou, Chairman and Co-CEO, Michael Tymvios, CFO
and M.C. Matthews, President of the Emerging Markets Group,
AremisSoft retained counsel to conduct an investigation of its
Cyprus operations and the operations of its Emerging Markets
Group. After completion of such forensics investigation, which
included participation of Deloitte & Touche's forensic audits
group, AremisSoft announced (i) that it could not substantiate
the approximately $90 million of revenue reported by its
Emerging Markets Group for the year ended December 31, 2000,
(ii) that its purported acquisitions of, E-
ChaRM India Pvt Ltd and Denon International Ltd, companies
identified and evaluated by executives in the EMG, were recorded
at values not substantiated by information developed in the
investigation, and (iii) that it had collected only $1.7 million
from the NHIF, while it had recognized a total of $7.1 million
of revenue on these contracts during 2000.

AremisSoft filed a report with the SEC on December 4, 2001,
reporting the above discrepancies and indicating that it
expected that previously released prior period financial
statements would require substantial adjustments because of the
facts derived from this investigation and that those adjustments
could result in losses in prior periods.

On December 7, 2001, PKF notified AremisSoft that its auditors'
reports on AremisSoft's financial statements at and for the
years ended December 31, 2000 and 1999, as originally issued or
as restated, must no longer be associated with such statements
and that such auditors' reports should no longer be relied on.
Because it is clear that the financial statements require
adjustment, AremisSoft's current management agrees that PKF
should withdraw those reports.

Based on facts obtained during its forensics investigation,
current management of AremisSoft believes that the auditing
scope and procedures employed by PKF in connection with the
audit of AremisSoft's financial statements at and for the year
ended December 31, 2000 were not appropriate or adequate.

AremisSoft, through its wholly owned subsidiary SoftBrands,
develops, markets, implements and supports enterprise-wide
applications software targeted at mid-sized organizations in the
manufacturing and hospitality industries. The company's software
products help streamline and enhance an organization's ability
to manage and execute mission-critical functions such as
accounting, purchasing, manufacturing, customer service and
sales and marketing. As reported in the Feb. 13, 2002 edition of
the Troubled Company Reporter, AremisSoft is considering filing
for Chapter 11 protection to reorganize.

ARGOSY GAMING: Sets Annual Shareholders' Meeting for April 16
The Annual Meeting of Stockholders of Argosy Gaming Company will
be held at the conference center of the Empress Casino Joliet at
2300 Empress Drive, Joliet, Illinois 60434 on Tuesday, April 16,
2002, at 2:00 p.m., local time, for the following purposes:

     1. To elect one director to hold office until the 2004
        Annual Meeting of Stockholders;

     2. To approve an amendment to the Company's Amended and
        Restated Certificate of Incorporation to increase the
        number of shares of common stock that the Company has
        the authority to issue by 60,000,000 shares, from
        60,000,000 shares to 120,000,000 shares;

     3. To approve an amendment to the Company's 1993 Stock
        Option Plan, as amended, to increase the number of
        shares of common stock reserved for issuance thereunder
        by 1,000,000 shares, from 2,500,000 shares to 3,500,000

     4. To approve an amendment to the Company's 1993 Directors
        Stock Option Plan, as amended, to increase the number of
        shares of common stock reserved for issuance thereunder
        by 50,000 shares, from 50,000 shares to 100,000 shares;

     5. To transact such other business as may properly come
        before the meeting or any adjournment or postponement

The close of business on February 22, 2002, has been fixed as
the record date for the meeting. Only stockholders of record at
that time are entitled to notice of and to vote at the meeting
and any adjournment or postponement thereof.

The company operates six riverboat casinos on the Ohio,
Mississippi, and Missouri rivers, at Alton, Illinois (serving
St. Louis); Riverside, Missouri (serving Kansas City); Baton
Rouge, Louisiana; Sioux City, Iowa; and Lawrenceburg, Indiana
(near Cincinnati). In 2001 it purchased another location in
Joliet, Illinois, from Horseshoe Gaming. In all, its riverboats
house more than 6,400 slots and about 265 table games. Argosy's
Lawrenceburg casino is one of the nation's most successful
riverboat casinos and accounts for about half of the company's
total sales. At September 30, 2001, the company reported a
working capital deficiency of $51 million.

BETHLEHEM STEEL: Gets Okays Modified Key Employee Retention Plan
Judge Lifland approves Bethlehem Steel Corporation and its
debtor-affiliates' Key Employee Retention Plan, with these

  (a) an increase in the number of key employee participants to
      approximately 220 individuals without increasing the
      aggregate cost of the Retention Program;

  (b) a reduction of the minimum retention bonus percentage to
      30% of base compensation for all position levels with
      authorization to award higher percentage payments up to
      50%; and

  (c) deferment for participants in position levels 40 and
      above the portion of the retention bonus otherwise
      payable in July 2002 to calendar year 2003.

The Court will convene a hearing on March 5, 2002 to consider
the Debtors' request to assume the Modified Change in Control

                        *     *     *

     In response to media inquiries concerning the approval by
the U.S. Bankruptcy Court in New York City of a retention
program for key Bethlehem Steel Corporation employees, this
information was provided:

     The court approved a plan that will provide retention
payments to about 200 employees whose jobs are critical to a
successful reorganization or merger. Employees receiving the
payments will be from a broader range of salaried non-
represented job classifications than the original program that
was more oriented toward 87 higher-level employees.

     The revised plan will generally make payments of 30 percent
of a participant's salary instead of the original proposal that
would have paid in the range of 30 to 80 percent of salary.
Payments will be made to recipients in three equal installments
over a maximum of 24 months from February 2002 with the first
payment being made on July 1, 2002. Employees who will receive
the payments will be notified by their management in the next
few weeks. (Bethlehem Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

BOSTON CHICKEN: Trustee Extending Deadline for Unclaimed Funds
Gerald K. Smith, the Plan Trustee for the Chapter 11 cases of
BCE West, L.P, and its Boston Chicken debtor-affiliates, asks
the U.S. Bankruptcy Court for the District of Arizona to extend
the deadline set forth in the Plan for claimants to recover any
unclaimed or undeliverable distributions to October 30, 2003.
The Plan Trustee also wants the Court to rule that the he and
the indenture Trustees need not make any efforts to locate
holders who do not make claim for their distributions or whose
checks are returned as undeliverable.

The Plan Trustee wants to move the deadline for claiming
undeliverable funds to October 30, 2003 since the initial
distribution did not commence until October 15, 2001.

JPMorgan Chase Bank, acts as the Indenture Trustee under the
Boston Chicken, Inc. Indenture dated February 1, 1994 for BCI's
4.5% Convertible Subordinated Debentures due 2004 and the BCI
Indenture dated June 1, 1995 for BCI's Liquid Yield Option Notes
Due 2015.  HSBC Bank USA, serves as the Indenture Trustee under
the BCI Indenture dated April 28, 1997 governing the 7-3/4%
Convertible Subordinated Debentures due 2004.  The bondholders
receive their pro rata share of a $2,000,000 pool of funds set
aside for all unsecured creditors.

Ultimately, unclaimed funds and undeliverable distributions, as
provided in the Plan, are not to be escheated.  Rather, those
funds will be distributed to the 1996 Lenders to pay their
Reimbursement Claim and, when that Claim is paid, to the holders
of unsecured claims in accordance with the Plan, on or about
November 15, 2003.

A hearing the Plan Trustee's motion is scheduled for April 4,
2002, 10:00 a.m. at the U.S. Bankruptcy Court, 10th Floor,
Courtroom #6, 2929 North Central Avenue, Phoenix, Arizona.

CJF HOLDINGS: Converts Chapter 11 Cases to Chapter 7 Liquidation
The U.S. Bankruptcy Court for the District of Delaware approves
the motion of CJF Holdings, Inc., and its debtor-affiliates
converting their chapter 11 proceedings into cases under chapter
7 of the Bankruptcy Code effective February 9, 2002.

CJF Holdings, Inc. filed for voluntary chapter 11 protection on
November 28, 2001 in the U.S. Bankruptcy Court for the District
of Delaware.  Donna L. Harris, Esq. at Morris, Nichols, Arsht &
Tunnell represents the Debtors.  When the company filed for
protection from its creditors, it listed an estimated assets and
debts of $10 million to $50 million.

CARIBBEAN PETROLEUM: Lease Decision Period Hearing is Tomorrow
Caribbean Petroleum L.P. and its debtor-affiliates ask for more
time from the U.S. Bankruptcy Court for the District of Delaware
of the period within which they must decide whether to assume,
assume and assign, or reject non-residential real property
leases.  A hearing on the motion is scheduled for March 6, 2002.  
The Debtors ask the Court to extend their Lease Decision Period
until May 16, 2002.

The Debtors tell the Court that an extension is required to
afford them and other parties in interest adequate time to
evaluate the value of the Debtors' leases and to assess their
role in the Debtors' financial reorganization.

The Debtors remind the Court that they have made and intend to
make all post-petition rent payments through the date the leases
are assumed or rejected. The Debtors believe that it is simply
too early in these cases to be certain which leases should be
rejected and which should be assumed.

Caribbean Petroleum L.P. distributes petroleum products and
owns/leases real property on which service stations selling
petroleum products are stored and sold to retail customers. The
Company filed for chapter 11 protection on December 17, 2001.
Michael Lastowski, Esq. and William Kevin Harrington, Esq. at
Duane, Morris & Heckscher LLP represent the Debtors in their
restructuring efforts.

CELLPOINT INC: Meets Dec. 2001 Castle Creek Agreement's Terms
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, announces that
CellPoint has met the terms of the December 2001 agreement with
Castle Creek, making the January payment in cash while the
companies agreed the February payment be made with CellPoint

Castle Creek receives 705,128 shares for the $550,000 payment,
which is based on the same price from the Company's January 2002
financing. Castle Creek is thus dismissing its lawsuit against
the Company.

"The Company and its debt holders realize that the short-term
debt has been an obstacle for interested parties such as new
investors, strategic partners as well as customers and we are
currently working jointly to repair this," said Peter
Henricsson, Chairman and CEO of CellPoint Inc. "While the equity
markets have been difficult, we have streamlined our operations
to focus on our core competence of location middleware
platforms, and we have a strong business model with solid
business prospects, so improving our balance sheet is the last
step in the restructuring work we commenced last summer. The
Company and its debt holders have committed to work jointly
toward a comprehensive debt restructuring that is acceptable to
all stakeholders and new investors."

CellPoint Inc., (Nasdaq and Stockholmsborsen: CLPT) is a leading
global provider of location determination technology, carrier-
class middleware and applications enabling mobile network
operators rapid deployment of revenue generating location-based
services for consumer and business users and to address mobile
E911/E112 security requirements.

CellPoint's two core products, Mobile Location System (MLS) and
Mobile Location Broker (MLB), provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's entry-level
location platform handles over 500,000 location requests per
hour and has a seamless migration path to GPRS and 3G.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CHANNELLE COMM'L: Credit Agreement Maturity Extended to Year-End
Channell Commercial Corp., (Nasdaq:CHNL) announced unaudited
financial results for the fourth quarter ending Dec. 31, 2001.

For the three months ended Dec. 31, 2001, Channell's net
revenues were $18.6 million, compared with $27 million in the
same period in 2000. Channell's net loss for the fourth quarter
of 2001 was $0.4 million.

Revenues for the fiscal year ending Dec. 31, 2001 were $88.7
million compared with revenues in fiscal year 2000 of $128.2
million. The company's net loss in fiscal year 2001 was $25.2

In the third quarter of 2001 the company had special charges of
$33.1 million for a major restructuring program that included
significant reductions in headcount and facilities usage,
additions to inventory and trade account receivable reserves as
well as $11.8 million in write down of goodwill.

Excluding the third quarter special charges of $33.1 million,
the company's pro forma net loss in 2001 would have been ($0.19)
per basic and diluted share. The decline in revenue in the
fourth quarter of 2001 and fiscal year 2001 from the fourth
quarter and fiscal year 2000 was primarily a result of a major
slowdown in capital expenditures of the service providers in the
telecommunications industry.

The capital expenditure slowdown was caused by a number of
factors including merger consolidation, debt reduction efforts
and attempts to align new service deployment expenses with new
service revenues. Cash flows from operations was $6.9 million in
the fourth quarter of 2001, compared with $4.3 million in the
third quarter of 2001 and $3.8 million in the fourth quarter of

Channell's cash and marketable securities were $8.8 million at
Dec. 31, 2001, $4 million at Sept. 30, 2001 and $0.9 million at
Dec. 31, 2001. At Dec. 31, 2001, the company had a working
capital deficit of about $4 million.

                 Three Financial Objectives

Thomas Liguori, chief financial officer, said, "I am pleased to
report we are making good progress on each of the three primary
financial objectives identified in our third quarter news

     "1.  Downsize our cost structure to achieve profitable
operations in 2002. The cost structure downsizing is essentially
complete. Headcount was reduced 47% from Dec. 31, 2000 to Dec.
31, 2001. Facilities square footage utilized was reduced 33% in
the same period.

     "2.  Reduce debt by $10 million by Dec. 31, 2002. Improved
working capital management enabled us to reduce debt by $2.1
million in the fourth quarter and end the quarter at $8.8
million in cash and marketable securities. We are on track to
meet our $10 million debt reduction goal in the first half of

     "3.  Realign our asset valuations to current business
environment. The asset write downs were recorded in the third
quarter of 2002. Our receivables and inventory positions
continue to improve with decreases in both past due receivables
and slow moving inventory.

     "We believe our third quarter asset write downs were
sufficient and we are comfortable with our current valuations.

     "We have reached agreement with our banks to extend the
maturity of the Credit Agreement to December 31, 2002. This
extension along with our strong cash balance and debt reduction
program position the company going forward. We have reduced our
cost structure to meet market conditions and are on track to a
break-even first quarter.

     "We are comfortable with the Street estimate of $0.17 per
share for the year 2002."

Channell Commercial Corp., is a global designer and manufacturer
of telecommunications equipment primarily supplied to telephone
and broadband network operators worldwide. Major product lines
include a complete line of thermoplastic and metal fabricated
enclosures, advanced copper termination and connectorization
products, fiber optic cable management systems and coaxial-based
passive RF electronics.

Channell's headquarters and U.S. manufacturing facilities are in
Temecula. International operations include facilities in Toronto
(Canada), London (United Kingdom), Sydney (Australia) and Kuala
Lumpur (Malaysia).

CHIQUITA BRANDS: Obtains Open-Ended Lease Decision Period
To retain the highest degree of flexibility in making decisions
about assumption, assumption and assignment, or rejection of any
unexpired non-residential real property lease, Chiquita Brands
International, Inc., sought and obtained an extension of the
deadline imposed under 11 U.S.C. Sec. 365(d)(4) to make these
decisions through the Effective Date of the Plan. (Chiquita
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

CHIQUITA BRANDS: Security Holders Accept Pre-Arranged Plan
Chiquita Brands International, Inc., (NYSE: CQB) announced that
its Pre-Arranged Chapter 11 Plan of Reorganization has been
approved by all required classes of the Company's debt and
equity securities.

According to a preliminary count of ballots received by the
February 28 voting deadline, the Plan was approved by more than
90% of the Senior Notes and Subordinated Debentures voted, in
terms of both principal amount voted and number of holders
voting.  Holders of more than 90% of the shares of Preferred
Stock voted and Common Stock voted also approved the Plan.  The
final voting report will be filed with the Court this week.

The Plan of Reorganization is still subject to confirmation by
the Bankruptcy Court.  A Court hearing on confirmation of the
Plan is scheduled for March 8, 2002.

As previously announced, holders of record as of the close of
business on the date the Plan is confirmed will be entitled to
have their existing Chiquita securities exchanged for new
Chiquita securities when the Plan becomes effective, which is
expected to occur approximately 11 days after confirmation.

Further information concerning the Plan of Reorganization and
the Chapter 11 process can be found on the Company's Web site at
http://www.chiquita.comor at  

The Plan of Reorganization involves only the publicly held debt
and equity securities of Chiquita Brands International, Inc.,
which is a holding company without any business operations of
its own.  The Company's other creditors and its assets, strategy
and ongoing operations are unaffected by the Chapter 11 filing.  
The Company's subsidiaries, which are independent legal entities
that generate their own cash flow and have access to their own
credit facilities, have continued to operate normally and
without interruption.

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed

DebtTraders reports that Chiquita Brands' 10.250% bonds due 2006
(CQB4) are trading between 86.5 and 88. See  
real-time bond pricing.

CLASSIC COMMS: Court Okays Walsh Monzack as Committee Co-Counsel
The U.S. Bankruptcy Court for the District of Delaware grants
the Official Committee of Unsecured Creditors appointed in
Classic Communication, Inc.'s chapter 11 cases authority to
retain Walsh, Monzack and Monaco, P.A., as its local counsel,
nunc pro tunc to November 28, 2001.

As Co-Counsel to the Committee, WM&M is expected to:

    a) generally attend hearing pertaining to the cases;

    b) periodically review applications and motions filed in
       connection with the cases;

    c) communicate with OH&S the Committee's lead counsel;

    d) communicate with and advise the Committee and
       periodically attend meetings of the Committee, as

    e) provide expertise on the substantive law of the State of
       Delaware and procedural rules and regulations applicable
       to these cases; and

    f) perform all other legal services for the Committee, as

WM&M will bill for legal services at its customary hourly rates:

       a) Francis A. Monaco, Jr.        $325 per hour
       b) Joseph J. Bodnar              $255 per hour
       c) Kevin J. Mangan               $220 per hour
       d) Heidi Sasso                   $100 per hour

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 along with its subsidiaries.
Brendan Linehan Shannon, Esq. at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total

COMPUTONE CORP: Cures Default on $2.5 Million Sub. Note Payable
Computone Corporation (OTC Bulletin Board: CMPT) announced that
a new lending group has purchased a minority interest in
Computone's outstanding $2,500,000 note payable from the current
note holder under a participation agreement.  This indebtedness
matured in December 2001 and was in default. Under the terms of
this participation agreement, the default has been cured and the
principal due date extended, while the Company continues to
evaluate strategic and financial alternatives.  

The new lending group intends to raise additional financing to
further increase its participation in the note payable and to
extend the due date on the original note by 18 months.  Further,
this lending group has raised equity financing through the sale
of preferred stock of approximately $275,000 during the last 90
days and is seeking to raise additional equity capital for
working capital purposes and growth opportunities.  There can,
however, be no assurance that the Company will be successful in
obtaining such note extension or additional equity financing.

As previously announced, Computone has lowered the manufacturing
costs of certain of its products and is offering these products
at extremely competitive price points.  Additionally, the
Company has reduced overhead costs in its continuing efforts to
reduce working capital requirements and generate positive cash

Computone President and CEO, Leo Bebeau, said, "The new
financing and default cure will provide us with the time and
resources to hopefully complete the strategic initiatives that
we have recently undertaken to bring Computone to financial
stability.  The Company has taken an aggressive approach in
reducing overhead while continuing an accelerated research and
development program.  Several new state-of-the-art Remote
Console Management Solutions and Enterprise Software Solutions
will be available this spring.  The Company continues to
strengthen relationships with its major customers."

Computone -- has been a leader in  
the IT industry since 1984.  Computone designs, manufactures and
markets a line of servers for remote network management, E-
commerce, and remote access communications for Internet, Sun(R)
(SUNW), Linux(R), Hewlett-Packard(R) (HWP), Microsoft(R)
Windows(R) NT (MSFT) and Novell(R) (NOVL).  The products are
used on the Internet and in e-commerce in industries such as,
healthcare, retail and point-of-sale, banking and financial,
telecommunications, transportation, hospitality, education, and
other applications.  Multi-User Solutions ( ),
a subsidiary of Computone, provides nationwide on-site hardware
maintenance, operating system support, systems integration, and
logistics management to customers of turnkey software vendors in
North America. Currently providing services to major software
vendors and customers in more than 10,000 locations, focusing on
Linux, SCO(R) UNIX(R), Microsoft(R) Windows(R) NT and Novell(R).

COVANTA ENERGY: Meets Cash Mgt. Goals to Secure Covenant Waivers
Covanta Energy Corporation (NYSE: COV) announced that it has
satisfied the March 1, 2002 cash management goals necessary to
secure the previously announced covenant waivers to its Master
Credit Facility. The Company also announced that it is pursuing
a restructuring of its balance sheet as part of its previously
announced review of all strategic options. While that review
continues, Covanta will avail itself of the 30-day grace period
provided under the terms of its 9.25% debentures due March 2022,
and not to make the interest payment due March 1, 2002, at this
time. The extension of the covenant waivers remains subject to
ongoing compliance with strict cash management requirements.

"We have initiated discussions regarding reducing, extending or
modifying the convertible debt scheduled for repayment later
this year," said Scott G. Mackin, President and Chief Executive
Officer. "We have also authorized our financial and legal
advisors to begin discussions with holders of our 9.25%
debentures immediately.

"During this time, we intend to dedicate our capital resources
towards our on-going energy business, our clients, our vendors
and our employees. We have sufficient liquidity for these
purposes and we are working with our banks to assure that it is

The Company has outstanding an aggregate of $100 million 9.25%
debentures due 2022 and two series of subordinated convertible
debentures aggregating approximately $148.65 million, which are
due in June and October 2002.

No assurance can be given that the debt restructuring
initiatives will be successful or that the senior secured bank
group will afford the Company necessary waivers or extensions to
accomplish the debt restructuring. Debenture holders should
address inquiries to the information agent at Mellon Investor
Services at 888/253-1393.

                    Sale of Select Assets

The Company also announced it is pursuing the sale of select
foreign energy assets to further enhance its cash position. No
announcements will be made unless and until a definitive
agreement is reached or until such a transaction closes,

             Full Year 2001 Recurring Base EBIT
                 To Exceed Previous Guidance

Finally, the Company announced that the recurring earnings
before interest and taxes for its core energy business
(recurring base EBIT) for the year 2001 will exceed its
previously announced estimates. The Company expects to issue its
full year 2001 earnings report later in March.

Covanta Energy Corporation is an internationally recognized
designer, developer, owner and operator of power generation
projects and provider of related infrastructure services. The
Company's independent power business develops, structures, owns,
operates and maintains projects that generate power for sale to
utilities and industrial users worldwide. Its waste-to-energy
facilities convert municipal solid waste into energy for
numerous communities, predominantly in the United States. The
Company also offers single-source design/build/operate
capabilities for water and wastewater treatment infrastructures.
Additional information about Covanta can be obtained via the
Internet at or through the  
Company's automated information system at 866/COVANTA (268-

COVENTRY HEALTH: Launches Exchange Offer for 8-1/8% Senior Notes
Coventry Health Care, Inc., is offering to exchange up to
$175,000,000 of its outstanding 8-1/8% senior notes due 2012 for
new notes with materially identical terms that have been
registered under the Securities Act and are generally freely

Coventry will exchange all outstanding notes that are validly
tendered and not validly withdrawn before the exchange offer
expires for an equal principal amount of new notes.

The exchange offer expires at 5:00 p.m., New York City time, on
a date yet to be reported upon, unless extended.

Tenders of outstanding notes may be withdrawn at any time prior
to the expiration of the exchange offer.

The Company indicates that the exchange of new notes for
outstanding notes should not be a taxable event for U.S. federal
income tax purposes.

Each broker-dealer registered as such under the Securities
Exchange Act of 1934 that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of the new
notes. The letter of transmittal that will accompany the
Company's prospectus states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the
Securities Act. The Company's prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-
dealer in connection with resales of new notes received in
exchange for outstanding notes where the outstanding notes were
acquired by the broker-dealer as a result of market-making
activities or other trading activities. Coventry has agreed
that, starting on the expiration date of the exchange offer and
ending on the close of business one year after the expiration
date of the exchange offer, or such shorter period as will
terminate when all new notes held by broker-dealers that receive
new notes for their own account or initial purchasers of the
outstanding securities have been sold pursuant to the
prospectus, Coventry will make their prospectus available to any
broker-dealer for use in connection with any resale of new notes
received by a broker-dealer for its own account.

Created in 1998 when Coventry Corporation acquired Principal
Financial Group's health care unit (doubling its size), the firm
provides managed health care services to almost 1.5 million
enrollees in about 15 states, primarily in the Midwest and Mid-
Atlantic regions. Its plans include point of service, HMOs, and
PPOs, as well as Medicare and Medicaid products. The company
also administers self-insured health plans for large employers.
Coventry has acquired Wellpath, a subsidiary of Duke University
Health Systems. Principal Life Insurance, a unit of Principal
Financial, owns more than 25% of the firm. At Sept. 30, 2001,
the company's working capital deficit reached $186 million.

COYNE INTERNATIONAL: Moodys Hatchets Ratings Down to Junk Level
Moody's Investor Service has lowered down all ratings of Coyne
Internatinal Enterprises Corp.  Rating outlook is negative.

     Rating Actions                         To    From

     $75 million 11.25% senior              Ca    Caa1
      subordinated notes (2008)

     Senior implied rating                 Caa2    B2

     Unsecured issuer rating               Caa3    B3

The action was prompted by Moody's concerns on their liquidity
and capital sustainability. It is Moody's belief that the
company's enterprise value may be less than their liabilities.
Leverage has to be reduced and better operations have to be
employed especially since larger commercial laundry companies
may have more marketing and operating advantages than Coyne.

The negative outlook reflects the possibility of the present
junk ratings lowering even more in the event that the company
goes into default or files for bankruptcy protection.

Coyne is based in Syracuse, New York. It provides textile rental
products and commercial laundry services from approximately 40
locations in Eastern United States.

DELPHI: Sets March 8 Record Date for Liquidation Distribution
Delphi International Ltd. (in voluntary liquidation) (Nasdaq:
DLTDF), announced that it has set a record date of March 8,
2002, for the purposes of determining those common shareholders
who shall be entitled to a liquidation distribution, which has
been determined by the liquidator of the Company to be in the
amount of $3.00 per outstanding common share.  The Company
expects that the liquidation distribution will be made on or
before March 22, 2002.  The Company also announced that its
common shares will be de-listed from Nasdaq at the end of
trading on March 8, 2002.  Finally, the Company announced that a
Final General Meeting of the Company will be held in Hamilton,
Bermuda on March 28, 2002.

Delphi International Ltd. (in voluntary liquidation) is the
parent of Oracle Reinsurance Company Ltd. (in voluntary

DELTA FINANCIAL: Posts Improved Q4 Results After Debt Workout
Delta Financial Corporation (OTCBB:DLTO.OB) reported that the
Company returned to profitability in the fourth quarter of 2001.

In addition, Delta celebrated its 20th anniversary in January
2002, distinguishing itself as one of the companies with the
longest running track histories in the non-conforming
residential loan origination business.

As previously announced for the fourth quarter ended December
2001, Delta reported net income of $3.4 million compared to a
net loss of $36.5 million for the comparable period in 2000. The
loss for the fourth quarter in 2000 was primarily the result of
charges totaling $37.6 million on an after tax basis, or $2.37
per share, primarily associated with (i) the complete write-off
of the Company's mortgage servicing rights and other ancillary
service fees of $32.8 million, (ii) costs associated with the
Company's Net Interest Margin securitization in the fourth
quarter of 2000 of $3.3 million, and (iii) the write-down of the
Company's goodwill relating to its 1997 purchase of Fidelity
Mortgage Inc. of $1.5 million.

For the year ended December 31, 2001, the Company reported a net
loss before extraordinary items of $80.5 million compared to net
loss of $49.4 million. The extraordinary loss on early
extinguishment of debt, net of tax, in 2001 totaled $19.3
million. The net loss for the twelve months ended December 31,
2001 included (1) a $25.4 million, write down of its excess
cashflow certificates relating to a sale agreement the Company
entered into in the first quarter of 2001 (that closed in May
2001), for a cash purchase price representing a significant
discount to the Company's carrying value of such excess cashflow
certificates, (2) a charge (loss) to interest income of $19.7
million, in the third quarter of 2001, representing a fair value
adjustment to the Company's remaining excess cashflow
certificates, due to changes made to the valuation assumptions
the Company uses to estimate fair value, (3) a charge of $10.7
million, relating to the Company's disposition and transfer of
its servicing platform in May 2001, (4) a charge of $3.6 million
in the second quarter of 2001 relating to a change in the
Company's accounting estimates regarding the life expectancy of
its computer-related equipment, (5) a charge of $1.4 million in
the third quarter of 2001 relating to professional fees incurred
in connection with the Second Exchange Offer and (6) a charge of
$1.5 million in the second quarter of 2001 for establishing a
reserve for the Company's non-performing mortgage loans. Results
for the year ended December 31, 2001 were also adversely
impacted by the Company not executing a securitization in either
the first or third quarters of 2001, which significantly
reduced its revenues, and by lower loan originations for the
year ended December 31, 2001 compared to the same period in

For the year ended December 31, 2000, the Company reported a net
loss of $49.4 million. The majority of the net loss incurred
related to (1) the write-down of the Company's capitalized
mortgage servicing rights, (2) a reduction in the carrying value
of a portion of the Company's excess cashflow certificates
related to an increase in the discount rate of such certificates
included in the Company's NIM Transaction, (3) the write-down of
the Company's goodwill relating to the 1997 purchase of Fidelity
Mortgage, (4) costs associated with the Company's NIM
transaction in November 2000, and (5) restructuring and debt
modification charges.

Loan originations for the fourth quarter of 2001 was $139.2
million compared to $146.6 million in the third quarter of 2001
and $184.8 million in the fourth quarter of 2000. For the year,
loan originations decreased 33% to $621.7 million in 2001 from
$933.4 million in 2000. The decrease in loan production in 2001,
which was not unexpected, was primarily the result of senior
management focusing on completing the Company's corporate and
debt restructuring initiatives in 2001, including the servicing
transfer to Ocwen during the first half of 2001 and the debt
exchange offer in August 2001. In order to complete these
restructuring initiatives within the particular time periods,
much of senior management's attention was required throughout
most of 2001.

"We are encouraged about Delta's future. With the corporate and
debt restructuring successfully behind us, management can now
focus all of its attention on the business of making loans and
returning to profitability on a consistent basis," said Hugh
Miller, CEO. "We expect to earn approximately $0.50 per share
for the year 2002."

For the fourth quarter of 2001, broker and retail originations
represented 54% and 46% of total production, respectively,
compared to 57% and 43%, respectively, in the third quarter of
2001, and 68% and 32%, respectively, in the fourth quarter of
2000. For the year 2001, broker and retail originations
represented 56% and 44%, respectively, compared to broker and
retail originations and correspondent purchases of 65%, 28% and
7%, respectively, for the same period in 2000. The Company
discontinued its correspondent operations in July 2000 to focus
on its less cash intensive broker and retail channels.

During the fourth quarter, the Company completed its second
securitization of the year for $180 million. The Company
received cash proceeds from the securitization net of related
expenses totaling 4.9% of the amount securitized and also
retained a non-cash excess cashflow certificate. In addition,
the Company sold approximately $37 million of mortgage loans for
a cash premium of 5.3%. For the year ended December 31, 2001,
the Company completed two securitizations totaling $345 million,
and sold $261 million of mortgage loans on a whole loan basis.
Subject to market conditions, the Company will continue to
utilize a combination of securitizations and whole loan sales to
maximize cash proceeds.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells (and until May 2001, serviced) non-
conforming home equity loans. Delta's loans are primarily
secured by first mortgages on one- to four-family residential
properties. Delta originates home equity loans primarily in 20
states. Loans are originated through a network of approximately
1,500 brokers and the Company's retail offices. Prior to July 1,
2000, loans were also purchased through a network of
approximately 120 correspondents. Since 1991, Delta has sold
approximately $6.9 billion of its mortgages through 30 AAA rated

ENRON: Level 3 Demands Broadband Unit Pay $5 Million Charges
Level 3 Communications provides Enron Broadband Services and
Enron North America with telecommunication services for voice
and data communications, according to Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, in New York.  Mr. Cook adds that Level
3 also grants Enron a right to use space in Level 3's buildings
to install and operate telecommunications equipment under seven

  (a) Private Line Service Order Form between Enron Broadband
      and Level 3, dated October 29, 1998;

  (b) Co-Location Service Form between Enron Broadband and Level
      3, dated October 29, 1998;

  (c) Addendum to Service Orders between Enron Broadband and
      Level 3, dated October 29, 1998,

  (d) Addendum to Service Orders between Enron North America and
      Level 3, dated April 12, 1999;

  (e) Addendum to Service Orders between Enron Broadband and
      Level 3, dated as of May 20, 1999;

  (f) Co-Location Agreement between Level 3 and Enron Broadband,
      dated October 23, 2000; and,

  (g) Wavelengths Leased Capacity Agreement between Level 3 and
      Enron Broadband, dated as of June 25, 2001.

Except for the disconnection of some circuits requested by
Enron, since the Petition Date, Mr. Cook tells the Court that
Level 3 has continued to provide telecommunications services and
co-location space to Enron pursuant to the Service Agreements.
Accordingly, Mr. Cook says, Level 3 has delivered three post-
petition invoices to Enron:

    Invoice Date        Period Covered          Amount Due
    ------------        --------------          ----------
      12/19/01        12/02/01 to 12/31/01      $1,624,470
      01/01/02        01/01/02 to 01/31/02       1,694,301
      02/01/02        02/01/02 to 02/28/02       1,643,852
                                          TOTAL $4,962,623

Of total amount, Mr. Cook says, $3,318,771 is past due as of
February 13, 2002.

In the meantime, Mr. Cook informs Judge Gonzalez that Enron will
continue to consume more than $1,600,000 each month at the
current rate of service.  At the same time, Mr. Cook relates
that Level 3 pays approximately $141,000 per month to third
party vendors to provide the current level of services and space
to Enron.  Thus, Mr. Cook notes, Level 3 has incurred more than
$420,000 in such out-of-pocket charges since the Petition Date.

According to Mr. Cook, Level 3 had tried to get Enron to pay for
its obligations but Enron simply refuses to do so.  "Apparently,
the Enron Cash Committee that approves such payments is not
focusing on Enron Broadband," Mr. Cook explains.

By this complaint, Level 3 asks the Court to enter a judgment:

    (i) declaring that Enron has breached all of the Service

   (ii) declaring that all or Enron's rights under the Service
        Agreements are terminated, and

  (iii) setting forth the amount due and payable to Level 3 by
        Enron Broadband as of a date provided in the judgment.

Furthermore, Level 3 seeks an order directing Enron Broadband to
pay -- no later than 10 days from the date of the entry of the
order -- an amount equal to the total amount of post-petition
charges then due and payable to Level 3 under the Service

Also, Level 3 asks Judge Gonzalez to modify the automatic stay
to allow Level 3 to take all steps necessary to discontinue
all services provided under the Services Agreement, including
directing third parties to disconnect services provided to
Enron. (Enron Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

EXIDE TECHNOLOGIES: Moving Absolyte Into Other NA Battery Ops.
Exide Technologies (OTC Bulletin Board: EXDT), a global leader
in stored electrical-energy solutions, announced plans to begin
the transfer of Absolyte(R) IIP manufacturing from the Kankakee,
IL facility into its other North American industrial battery
manufacturing operations.  This consolidation is part of Exide's
planned global manufacturing restructuring initiatives and is
expected be complete by the end of the calendar year 2002.  This
planned move will deliver significant operational manufacturing
efficiencies without interruption of supply.

Absolyte(R), the leading brand of sealed industrial batteries in
the world, is recognized globally as the premium technology
solution for the network power market.  The patented designs are
based on nearly 20 years of industry-leading experience and
expertise in the design and manufacture of sealed lead-acid
battery systems.  Absolyte(R) is the first choice for back-up
solutions in today's wired and wireless voice, data, and
multimedia networks.

Exide Technologies is an industrial and transportation battery
producer and recycler, with operations in 89 countries.

Industrial applications include network-power batteries for
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS) markets; and motive-power
batteries for a broad range of equipment uses, including lift
trucks, mining vehicles and commercial vehicles. Transportation
uses include automotive, heavy-duty truck, agricultural, marine
and other batteries, as well as new technologies being developed
for hybrid vehicles and new 42-volt automotive applications. The
Company supplies both aftermarket and original-equipment
transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at  

DebtTraders reports that Exide Technologies' 10% bonds due 2005
(EXIDE2) are trading between 16 and 25. See  
real-time bond pricing.

EXODUS COMMS: Will Cure Turner Construction Payment Defaults
Exodus Communications, Inc., its debtor-affiliates and Turner
Construction Company ask the Court to approve an agreement
crafted to settle Turner's objection to the Debtors' motion to
sell substantially all of their assets to Digital Island.

Jane Leamy, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, relates that the Debtors and Turner
entered into a construction services agreement for the property
known as Ashburn Business Park in Virginia. Turner has recorded
in the real property records of the county where the premises
are located a Memorandum of Mechanics' Liens amount to
$3,604,456. Turner objected to the Debtors' cure amount provided
for in the notice of contract assumption which pegged the
mechanics' liens at $2,700,000 while Turner asserts the liens
exceed $5,200,000. These subcontractors also asserted their

              Fire Watch Services           $45,115
              Prospect Waterproofing        $95,707
              Tiffany Decorating Company    $18,065
              S/H Datasite Protection      $167,708

Although the Debtors have expressed they do not intend to assume
and assign the contract, they want to cure any defaults in
payments to Turner and in exchange, Turner has agreed to
withdraw its objection. Both the Debtors and Turner have agreed
on these terms:

A. Resolution of Claim of Mechanics' Liens: Appointment of
     Escrow Agent, Court approval. Owner agrees to pay
     Contractor and Contractor agrees to accept from owner, as
     final payments under the Contract and in full payment and
     satisfaction of mechanics' lien the sum of $3,604,456. Both
     owner and contractor acknowledge that owner has recently
     delivered to contractor a check in the amount of
     $434,633.23 in payment of certain post-petition work under
     the Contract. Should such check be negotiated by contractor
     and represent good funds, the negotiated sum required to be
     paid hereunder shall be reduced to $3,169,822.77. Upon the
     assumption of the lease and the fulfillment of the other
     conditions, the escrow agent shall pay to contractor the
     negotiated sum. The owner agrees to engage as promptly as
     possible an escrow agent at Owner's expense for the
     purposes of facilitating the settlement set forth here. The
     escrow agent shall be the First American Title Company or
     the national office of any other national title insurance
     company reasonably acceptable to the Contractor. Owner
     agrees to obtain such approval from the Court for
     the escrow agent's engagement as maybe required.

B. Lien releases and escrow agreement. Contractor shall at or
     before the time, execute and deliver to escrow agent and
     cause each of its subcontractors who filed a mechanics'
     lien to execute and to deliver to execute to escrow agent a
     release in recordable form and sufficient release the
     associated mechanics' lien. Owner shall cause escrow agent
     to agree to a commercially reasonable escrow agreement
     requiring disbursement of the negotiated sum within one
     business day after verification that all releases have been
     provided and that the releases are in recordable form and
     sufficient to release the mechanics' liens of record and
     escrow instructions consistent with the terms of this
     agreement and the sale order authorizing escrow agent in
     record the releases upon the disbursement of the negotiated
     sum to contractor. Contractor agrees to execute such an
     escrow agreement. The escrow agreement shall provide that
     in the event Contractor to deliver to the escrow agent
     prior to the date required under this agreement one or more
     releases from a subcontractor required to be delivered
     under this agreement, escrow agent shall withhold payment
     in an amount equal to 200% of the fact amount of the
     mechanics' liens for which no releases were delivered until
     such time that they are delivered. If contractor desires,
     contractor may authorize the escrow agent to pay portions
     of the negotiated sum directly to subcontractors who have
     provided a release to an escrow agent, provided that in no
     event shall escrow agent be obligated to disburse a sum in
     excess of the negotiated sum.

D. Notification of closing: Deposit of negotiated sum and
     releases with escrow agent. Owner hereby agrees to provide
     contractor with written notice that the escrow agent has
     been appointed for the purposes described in this agreement
     and the name and address of the escrow agent and other
     information pertinent to the contractor's performance under
     this agreement. Such notice shall provide Contractor
     sufficient time to obtain and deliver releases. Contractor
     shall deposit all releases with escrow agent promptly after
     receipt of said notice but in any event prior to the date
     the lease is assumed. Owner shall deposit the negotiated
     sum with escrow agent upon the consummation of the
     assumption of the lease.

E. Conditions Precedent. Owner's obligation to cause escrow
     agent to pay contractor the negotiated sum and contractor's
     obligation to deliver the releases is subject to the
     consummation of the assumption of the lease pursuant to the
     Sale Order. If the sale order is not entered and final as
     to the assumption of the lease pursuant to the sale order.
     If the sale order is not entered and final as to the
     assumption of the lease prior to April 1, 2002, this
     agreement shall be of no force and effect and the escrow
     agent shall return to contractor any and all releases in
     its possession. Final shall mean that the time to appeal
     has expired without appeal, any and all timely filed
     appeals have  been denied and the time for further appeal
     has expired, any and al timely filed appeals have been
     denied by the court of last resort and no further appeal or
     request for reconsideration is available or any and all
     timely filed appeals have been voluntarily dismissed,
     withdrawn or otherwise abandoned.

F. Representations and Indemnity. Contractor represents warrants
     that it has paid, is paying currently or will pay out of
     the negotiated sum all of its subcontractors who provided
     work or materials to the premises on owners' behalf, that
     it is not in default under any of its agreements with its
     subcontractors with respect to the premises, that it will
     promptly obtain and deposit with escrow agent all releases
     for liens recorded against the premises by its
     subcontractors, that it has not received notice that any of
     its subcontractors who have already done so are intending
     to lien on the premises and that it is unaware of any of
     its subcontractor having filed a lawsuit or intending to
     file a lawsuit as of the date of this agreement against
     owner or the fee titleholder of the premises arising out of
     or in connection with work performed at the premises
     pursuant to the Contract and that if any such lawsuit has
     been filed, the contractor shall cause a dismissal of
     subcontractors' claims when filed with the court where the
     lawsuit is pending, which dismissal the owner shall then
     cause to be filed.

G. Deliverables and Warranties. Notwithstanding the fact that
     the contract has not been assumed and not withstanding the
     fact that the Contract may be rejected by owner, Contractor
     agrees to provide each and every certification, affidavit,
     statement, warranty, plan or other deliverable including
     but not limited to final lien releases as required under
     the Contract and deliver the materials and warranties and
     perform any remedies, repairs or replacements. Contractor
     shall provide all deliverable to owner no later than March
     1, 2002. If owner has not received them by that date, owner
     shall be able to sue contractor for specific performance if
     its obligations and shall also be able to recover any and
     all damages owner suffers as a result of contractor's
     failure to provide said deliverables.

H. Withdrawal of Objection. Owner and contractor hereby agree to
     file on or before the January 30, 2002 a joint stipulation
     reflecting the owner and contractor have reached agreement
     on the terms and conditions in this agreement as
     Contractor's objection to the motion.

I. Assignment. This agreement shall inure to the benefit of and
     shall be binding upon the successors and permitted
     assignees of the parties. Neither party may assign its
     rights nor delegate its duties hereunder without prior
     written consent of the other party and any assignment shall
     be void.

J. Covering Law. This agreement shall be governed by the law of
     the state where the premises are located and subject to the
     jurisdiction of the Bankruptcy Court.

K. Attorney's Fees and Costs. In the event of any action at law
     or in equity parties to enforce any of the provision
     thereof, any successful party to such litigation shall pay
     to the successful party all costs and expenses, including
     reasonable attorneys' fees including costs and expenses
     incurred in connection with all appeals, incurred by the
     successful party, and these costs expenses and attorney's
     fees may be included in and as part of the judgment. A
     successful party shall be any party who is entitled to
     recover its cost of suit, whether or not the suit proceeds
     to final judgment. (Exodus Bankruptcy News, Issue No. 14;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)

EXPRESS SCRIPTS: S&P Rates Proposed $350MM Term B Loan at BB+
On February 28, 2002, Standard & Poor's assigned a BB+ senior
secured bank loan rating to pharmacy benefit manager Express
Scripts Inc.'s proposed $350 million senior secured Term B loan.
The ratings on Express Scripts Inc. reflect the company's strong
position in the growing pharmaceutical benefit management (PBM)
industry, continued solid operating performance, growing cash
flows, offset by the intense competition in the industry.

St. Louis, Missouri-based Express Scripts is a leading pharmacy
benefit manager (PBM) that offers a variety of drug benefit
management services, such as claims processing, formulary
design, and disease management. The company is the third largest
PBM in the U.S., based on covered lives, drug spend managed, and
prescriptions processed. Size and volume are important, as
Express Scripts seeks to exert negotiating leverage on
pharmaceutical manufactures for discounts that are then shared
with its clients.

Express Scripts recently announced its planned acquisition of
rival pharmacy-benefit manager, National Prescription
Administrators (NPA), for $515 million. The transaction is
expected to close at the end of first quarter 2002 and will be
financed with mostly debt and on-hand cash. The acquisition of
NPA, which manages $2.5 billion in annual drug spend and
processes 42 million retail network and 3 million mail-order
pharmacy claims, will increase Express Scripts' purchasing power
as well as provide the company with opportunities for increased
operating efficiencies. Express Scripts, with its past
acquisitions of DPS and ValueRx, has established a solid track
record of integrating large acquisitions and realizing

The increasing focus in the U.S. on controlling drug costs has
increased the importance of the PBM industry, as it already
processes over half of the drug spend in the U.S.  PBMs should
also benefit from the growing utilization of drugs, particularly
higher margin generic versions, and the increased sell-through
of value added, higher-margin services such as pharmaceutical
mail order processing and specialty pharmaceutical operations.

However, the PBM industry remains highly competitive. Although
turnover of clients remains low, the industry has noted an
increased level of price competition on renewed service
contracts. Merck & Co.'s announcement that it plans to fully
spin off its PBM, Merck-Medco, within then next 18 months, may
also significantly change the competitive landscape.

Proforma for the addition of roughly $450 million in bank debt
relating to the NPA acquisition, Express Scripts' credit
protection measures are still well within the range of the its
rating, with projected earnings before interest, depreciation
and amortization coverage of interest at nearly nine times and
funds from operations to total debt of over 30%.


Given Express Scripts' solid cash-flow-generation prospects and
moderate financial policies, Standard & Poor's expects the
company to quickly delever. The continuation of Express Scripts'
favorable operating performance and growing financial strength
could contribute to an investment-grade credit profile within
the year.

                   Details on Bank Loan

Express Scripts' proposed facility is secured by a first
priority pledge of 100% of the stock of each existing and
subsequently acquired or organized U.S. subsidiary of Express
Scripts' and 65% of the stock of each of its foreign
subsidiaries. The facilities are guaranteed by the subsidiaries
of Express Scripts.

Standard & Poor's simulated default scenario stressed operating
cash flows and asset values in arriving at the rating. However,
as the $250 million senior unsecured debt has the same guarantee
from Express Scripts' subsidiaries, the bank lenders are pari
passu with the senior unsecured creditors. Under a severe
distress scenario, the performance and asset values could erode,
potentially leading to bank lenders' ultimate recovery falling
short of the total facility amount.

FEDERAL-MOGUL: Future Claimants Tap ARPC as Asbestos Consultants
Eric D. Green, Esq., the Legal Representative for Future
Claimants appointed in Federal-Mogul's chapter 11 cases, moves
the Court to authorize his employment and retention of Analysis,
Research, and Planning Corporation as an Asbestos Consultant.

Mr. Green says that, as the legal spokesperson of those who
might want to claim asbestos-related liabilities against the
Debtors, he wants the firm to provide consulting services to aid
in estimating the volume, value, and timing as well as the
management and processing of future claims. The services will
allow him to can effectively quantify the contingent liabilities
of the unknown asbestos claimants.

Mr. Green believes that the ARPC is well suited for the task.
For twenty years, the firm has dealt with many of the largest
personal injury and property damages in the country and has been
retained in litigation arising from asbestos, breast implants,
Albuterol asthma medication, Dalkon Shield, IUD, the Love Canal
Waste site, the Three Mile Island nuclear incident, and several
other superfund sites.  During the course of these retentions,
the firm's professionals have helped in the development of
reorganization plans, and have retained as expert witnesses for
the qualification of liability in bankruptcy cases. Mr. Green is
confident that the firm's familiarity with the Debtors'
asbestos-related liability issues will significantly benefit the
Debtors' estates, the creditors and the unknown claimants.

Subject to Court's approval, the firm will be paid on an hourly

      Principal               $350-$450
      Senior Consultants      $250-$350
      Consultants             $180-$250
      Analysts                $125-$200

Analysis, Research, and Planning Corporation President B. Thomas
Florence says that his firm has no interest adverse to the
Debtors' estates and has not represented the Debtors or any
other creditor, equity security holder or party-in-interest in
connection with Federal-Mogul's chapter 11 cases.

However, ARPC have previously done work, unrelated to the
Debtors' Chapter 11 cases, with three law firms connected to
these proceedings:  Gilbert Heintz & Randolph, Sidley Austin
Brown & Wood, and Spriggs & Hollingsworth.

In 1998, Mr. Thomson adds that the firm had been retained to
assist the Debtor in a chapter 11 case with Fuller Austin
Insulation Company where Mr. Green was appointed as the Future
Claimants' Representative.  In 2000, the firm also served as
claims evaluation consultant to Mr. Green in the Babcock &
Wilcox Company bankruptcy case and was the proposed consultant
for the Armstrong World Industries, Inc. case. (Federal-Mogul
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

FLORSHEIM GROUP: Files for Chapter 11 Protection in Illinois
Florsheim Group Inc. (OTC BB: FLSC.OB) announced that it has
entered into an agreement with Weyco Group, Inc. (NASDAQ: WEYS),
a leading manufacturer and distributor of men's shoes, under
which Weyco will purchase Florsheim's domestic wholesale
business, related assets and certain Florsheim retail stores for
approximately $44.8 million in cash (subject to certain
adjustments) and the assumption of certain trade and lease
liabilities. The agreement contemplates entering into separate
purchase agreements for the sale of certain assets and the
assumption of certain trade and lease liabilities of the
Company's subsidiaries: Florsheim Canada, Florsheim Europe
S.R.L., Florsheim S.A. de C.V., Florsheim B.V., Florsheim
France, S.A.R.L. and Florsheim Pacific Limited. The aggregate
purchase price under all of the various purchase agreements with
Weyco totals approximately $ 47.3 million in cash (subject to
certain adjustments).

Upon completion of the proposed purchase, Weyco will add
Florsheim-branded products to its existing line of men's shoes,
which includes those sold under the Nunn Bush, Brass Boot and
Stacy Adams brands. Weyco Group's Chairman, Thomas W. Florsheim,
is the grandson of Milton Florsheim, who founded The Florsheim
Shoe Company in Chicago in 1892. Thomas Florsheim, Jr. is
Weyco's President and CEO and John Florsheim is COO. None of
these individuals currently has any relationship with the

Concurrently, Florsheim, along with four of its subsidiaries,
announced that it has voluntarily filed a petition for relief
under Chapter 11 of the U.S. Bankruptcy Code. The filing was
entered at the United States Bankruptcy Court for the Northern
District of Illinois. Florsheim also filed a motion seeking the
Bankruptcy Court's approval of the asset purchase agreement with
Weyco pursuant to section 363 of the Bankruptcy Code, and the
sale is subject to approval of the Bankruptcy Court.

The Company also said that it has reached an agreement, subject
to Bankruptcy Court approval, with a group of its existing
lenders led by BT Commercial Corporation to provide debtor-in-
possession (DIP) financing. The funding will be used primarily
to maintain normal business operations, including payment of
employee wages and payments to suppliers, vendors and other
business partners for goods and services provided on or after
today's filing.

Despite Florsheim's bankruptcy filing, all of its stores are
currently open and serving customers. During the sale process,
Florsheim will continue its wholesale business operations with
no interruption of service to its customers. Retail stores
included in the sale to Weyco will remain open and be
transitioned accordingly. The Company has filed a motion in the
Bankruptcy Court seeking authorization to commence store-closing
sales in three weeks and continue for 14 weeks or until store
stocks are depleted.

Peter Corritori, Chairman and CEO of Florsheim, said: "After
considering many strategic alternatives, the board of directors,
with the concurrence of senior management, decided that the
Weyco transaction and Chapter 11 filing present the best option
for Florsheim and for preserving the continuity of the Florsheim
brand. Despite our best efforts to improve revenue, reduce costs
and maximize cash flow, the Company's financial condition
deteriorated further in recent months as a result of the
economic recession and the disproportionate impact that the
events of September 11 have had on the retail apparel and
footwear industry."

Corritori continued, "We have identified a strategic buyer in
Weyco: our products fit well with Weyco's existing portfolio of
leading brands; Weyco has a history of success serving many of
the same wholesale customers; and Weyco will be able to make
optimum use of the Florsheim assets. Additionally, the Florsheim
family will regain a vested interest in the Florsheim brand."

Thomas Florsheim, Jr., President and CEO of Weyco Group, said:
"We are pleased to have reached this agreement with Florsheim
and believe its brands will complement our own. We are
especially excited about the opportunity to realize the full
potential of the Florsheim brand that I and many of my
colleagues know so well."

In addition to the motions specified above, Florsheim also filed
a variety of other "first day motions" to support its employees,
customers and suppliers. These included motions seeking court
permission to: continue payments for employee payroll and health
benefits; maintain cash management systems in conjunction with
the new DIP financing; and retain legal, financial, and other
professionals to support the Company's reorganization.

Florsheim Group Inc., designs, markets and sources a diverse and
extensive range of products in the middle to upper price range
of the men's quality footwear market. Florsheim distributes its
products in more than 6,000 department and specialty store
locations worldwide, through approximately 155 Company-operated
specialty and outlet stores and 43 company-owned stores
worldwide. Financo Inc., a New York based investment banking
firm, has been and is continuing to act as the financial advisor
to Florsheim.

Weyco Group, Inc., headquartered in Milwaukee, WI, is engaged in
the manufacture, purchase and distribution of men's footwear.
The principal brands of shoes sold are Nunn Bush, Nunn Bush
NXXT, Brass Boot, Stacy Adams, and SAO by Stacy Adams. The
company's products consist of quality leather dress and casual

DebtTraders reports that Florsheim Group Inc.'s 12.750% bonds
due 2002 (FLSC1) are trading between 21 and 22. See  
real-time bond pricing.

FLORSHEIM GROUP: Case Summary & 25 Largest Unsecured Creditors
Lead Debtor: Florsheim Group Inc.
             200 North Lasalle Street
             Chicago, IL 60601

Bankruptcy Case No.: 02-08209

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     L.J. O'Neill Shoe Co.                      02-08211
     The Florsheim Shoe Store - Northeast       02-08212
     Florsheim Occupational Footwear, Inc.      02-08213

Type of Business: The Debtor markets, designs, sources and
                  distributes products in the middle to upper
                  price range of the men's quality footwear

Chapter 11 Petition Date: March 4, 2002

Court: Northern District of Illinois

Judge: Ronald Barliant

Debtors' Counsel: Steven B Towbin, Esq.
                  D'Ancona & Pflaum
                  111 E Wacker Dr #2800
                  Chicago, IL 60601

Total Assets: $156,755,000

Total Debts: $159,692,000

Debtor's 25 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
First Union National Bank    Senior Notes          $18,412,000
George Rayzis
Corporate Trust Operations
1525 West W.T. Harris
Blvd., 3C3
Charlotte, NC 28288-1153

Winiflow International       Trade Debt            $1,201,979
Stanley Sun
740 Nathan Rd.
Mongkok, Hong Kong
P 23906776
F 23906243

MIT Consultants Ltd.         Trade Debt              $651,932
Ahmed Shabaan
Suite 112
Arlington Heights, IL 60005

Cazaturifico Morini          Trade Debt              $635,576
Renzo Morini
51015 Monsummano Ter
Itiala Via C. Battis
P 011-39-0572-51128
F 011-39-0572-950530

Florind Shoes Ltd.           Trade Debt              $496,722
Shahid Mansoor
12 College Road
CHENNAI 600 006

IBM Corporation              Equipment Lease         $258,578
2707 Butterfield Road
Oak Brook, IL 60523
Stephanie Kunicki
P 877-426-6006 x7764

Hermann Survivors Inc.       Trade Debt              $247,472

Xerox Corporation            Equipment Lease         $235,932

Nesi Trading Co., Ltd.       Trade Debt              $222,462

La Nuova Adelchi Ita         Trade Debt              $222,376

Deere & Company              Royalties               $216,657

Calzaturificio Di Romit      Trade Debt              $216,449

Calzoleria Toscana           Trade Debt              $200,200    

SAP America                  Software License        $173,463

US Asia International        Trade Debt              $162,144

Hewitt Associates LLC        Trade Debt              $154,546

Wolverine World Wide Inc.    Trade Debt              $146,239

Roberts Trading Co.          Commissions             $116,530

Datavantage Corp.            Software License        $107,725

Julie Chen                   Trade Debt               $90,405

Chelini Onriano SEL          Trade                    $82,657

IMAC Spa                     Trade                    $78,180

AEI Music                    Trade                    $72,998            

Matrix Funding               Equipment Lease          $64,590

UPS                          Trade                    $60,664

FRIEDE GOLDMAN: Exclusive Period Stretched to April 12
Friede Goldman Halter, Inc. (FGH) (OTCBB:FGHLQ), announced the
United States Bankruptcy Court extended the company's exclusive
period for filing a plan, or plans, of reorganization until
April 12, 2002. The primary secured lending group and the
Official Unsecured Creditors' Committee support this extension.

Part of the company's efforts to recognize value for its
stakeholders may include the sale of individual business units.
The Restructuring Committee and the Official Unsecured
Creditors' Committee are evaluating the scenarios that are
presently available to the Company. Details of possible
Agreements are being finalized and further announcements are
expected in the near future.

Jack Stone, Principal, Glass & Associates, Inc. and Chief
Restructuring Advisor to FGH, commented, "Discussions are
underway with select entities. There continues to be keen
interest in the FGH business units. We are now conducting final
negotiations with possible suitors, while we evaluate the option
to restructure select business units. The Friede Goldman
Offshore and Halter Marine units are prime candidates for
restructuring. This extension allows us to complete negotiations
and to select the alternatives that are in the best interest of
all parties."

Friede Goldman Halter is a world leader in the design and
manufacture of equipment for the maritime and offshore energy
industries. Its operating units are Friede Goldman Offshore
(construction, upgrade and repair of drilling units, mobile
production units and offshore construction equipment), Halter
Marine (construction and repair of ocean-going vessels for
commercial and governmental markets), FGH Engineered Products
Group (design and manufacture of cranes, winches, mooring
systems and marine deck equipment), and Friede & Goldman Ltd.
(naval architecture and marine engineering).

GLOBAL CROSSING: UST Amends Creditors' Committee's Appointments
Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code,
the U.S. Trustee amends his appointments to the Official
Committee of Unsecured Creditors, in the chapter 11 cases of
Global Crossing Ltd., and its debtor-affiliates, by replacing
The Northwestern Mutual Life Insurance Company with Knights of
Columbus, effective February 20, 2002.  The Committee is now
composed of:

     A. Alcatel and affiliates
        15540 North Lombard Street, Portland, OR 97203-6428
        Attention: Mr. Richard Nilsson, President
        Phone: (503) 240-4010

     B. Aegon USA Investment Management, LLC
        4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499
        Attention: Mr. Brian Elliott
        Phone: (319) 398-8988  Telecopier: (319) 369-2009

     C. The Bank of New York as Indenture Trustee
        5 Penn Plaza, 13th Floor, New York, New York 10001
        Attention: Mr. Gary Bush, Vice President
        Phone: (212) 896-7260  Telecopier: (212) 328-7302

     D. DuPont Capital Management
        One Righter Parkway, Suite 3200, Wilmington, DE 19803
        Attention: Mr. Ming Shao, Senior Portfolio Manager
        Phone: (302) 477-6070  Telecopier: (302) 677-6370

     E. Hartford Investment Management Company
        55 Farrington Avenue, 10th Floor, Hartford, CT 06105
        Attention: Mr. Mark Niland
        Phone: (860) 297-6175  Telecopier: (860) 297-8885

     F. Lucent Technologies Inc.
        600 Mountain Avenue, Murray Hill, New Jersey 07974-0636
        Attention: Mr. Rob Slater, Managing Director
        Phone: (908) 582-6687  Telecopier: (908) 582-6069

     G. Morgan Stanley Investment Management
        One Tower Bridge, West Conshohocken, PA 19428-2881
        Attention: Ms. Deanna L. Loughnane, Executive Director
        Phone: (610) 940-5000  Telecopier: (610) 260-7088

     H. Nationwide Insurance
        One Nationwide Plaza, Columbus, OH 43216
        Attention: Mr. Jeffrey Golbus, Manager, Public Bonds
        Phone: (614) 249-7513  Telecopier: (614) 249-4698

     I. Knights of Columbus
        1 Columbus Plaza, New Haven, Connecticut 06510
        Attention: Mr. Michael Terry, Vice President
        Phone: (203) 865-1710  Telecopier: (203) 772-0037

     J. PPM America
        225 West Wacker, Suite 1200, Chicago, IL 60606
        Attention: Mr. Joel Klein, Senior Managing Director
        Phone: (312) 634-2559  Telecopier: (312) 634-0728

     K. Teachers Insurance and Annuity Association of America
        730 Third Avenue, New York, New York 10017-3206
        Attention: Mr. Roi G. Chandy, Director
        Phone: (212) 916-6139  Telecopier: (212) 916-6140

     L. U.S. Trust Company
        499 Washington Blvd, Jersey City, New Jersey 07310
        Attention: Mr. Corwin Chen, Senior Vice President
        Phone: (201) 533-6875  Telecopier: (212) 597-0160

     M. Verizon Communications, Inc. c/o William Cummings
        1095 Avenue of the Americas, New York, New York 10036
        Phone: (212) 395-0802  Telecopier: (212) 302-9177
        (Global Crossing Bankruptcy News, Issue No. 4;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

GLOBAL CROSSING: Geoffrey Kent Resigns from Board of Directors
Global Crossing announced Geoffrey Kent has resigned from its
Board of Directors.  Mr. Kent stated that his decision was based
on business commitments that are limiting the amount of time he
has available to serve the company.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, certain companies in the Global Crossing
Group (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are trading between 3.5 and 4.5. See  
real-time bond pricing.

HAYES LEMMERZ: Asks Court to Fix May 14, 2002 as Claims Bar Date
Hayes Lemmerz International, Inc., and its debtor-affiliates ask
the Court to set May 14, 2002, as the deadline by which
creditors must file their proofs of claim or be forever barred
from asserting their claim.  The Debtors also ask the Court to
approve uniform filing procedures, customized claim forms, and
broad noticing procedures.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom in
Wilmington, Delaware, tells the Court that, since the Petition
Date, the Debtors have been trying to identify the number and
amount of potential claims that creditors hold against their
estates.  The Debtors believe that fixing a General Bar Date for
filing proofs of claim will expedite identification and
resolution of these claims.

The Debtors propose that the General Bar Date apply to all
claims except:

A. claims listed in the Schedules of Assets and Liabilities or
     any amendments thereto, which are not included as
     "contingent", "unliquidated", "disputed" and not disputed
     by the holders thereof in terms of amount, classification
     or the Debtors' identity against the creditor with which
     the claim is scheduled;

B. claims for which proofs already filed against the specific

C. claims already allowed or paid pursuant to Court order;

D. Administrative expense claims defined under section 503(b)
     and 507(a)(1) in Chapter 11 of the Bankruptcy Code.

E. claims by a holder of the Debtors' public notes, including
     the 11-7/8% Senior Notes due June 15, 2006; 11% Senior
     Subordinated Notes due July 15,2006; 9-1/8% Senior
     Subordinated Notes due July 15, 2007; 8-1/4% Senior
     Subordinated Notes due December 15, 2008 which are issued
     by the Debtors or other debt of the Debtors arising solely
     on account of the holders' ownership interest in or
     possession of such public bonds, which must be filed by the
     relevant indenture trustee for such public debt
     obligations. Any debtholder who wishes to assert a claim
     against the Debtors that is not based solely upon the
     outstanding prepetition principal and interest due on
     account of its ownership of such securities must file a
     proof of claim on or before the General Bar Date;

F. claims of any governmental unit, which is required to file
     proof of claim by June 3, 2002, such being the 180 days
     after the Petition Date as pursuant to section 502(b)(9) of
     the Bankruptcy Code; and,

G. Debtors' claims against other Debtors.

The Debtors further request that any claim arising from
rejection of an unexpired lease or executory contract be
required to be filed by the latest of:

A. 30 days after the date the Debtors are given authority to
     reject such agreement;

B. any date ordered by the Court;

C. the Rejection Bar Date;

Mr. Chehi submits that any interest holders, whose interest is
based exclusively upon the ownership of common or preferred
stocks in a Debtor, options or rights to purchase, sell or
subscribe to such security, including but not limited to, the
Debtors' common shares, need not file a Proof of Interest on or
before the Bar Date; provided that that interest holder who
wishes to assert a claim against any of the Debtors based on
transactions in the Debtors' securities including but not
limited to claims for damages or recision based on the purchase
or sale of the interests, must file a proof of claim on or
before the said bar date.

Mr. Chehi tells the Court that the Debtors intend to mail the
Bar Date Notice on March 15, 2002 to every known creditor.  To
flush-out any unknown claims, the Debtors will publish Notice in
the international editions of The New York Times or The Wall
Street Journal.

Creditors will have 9 weeks to file their claims -- considerably
greater than the 20-day notice period stated in Rule 2002(a)(7)
of the Federal Rules of Bankruptcy Procedure.  Each creditor
will receive a customized Proof of Claim Form, preprinted with
the Debtor's name against which the recipient holds a scheduled
claim plus a blank form for filing claims against a Debtor he
believes he might hold an unscheduled claim.

Creditors are required to submit signed original Proof of Claim
Forms together with related documentation supporting their
claim. Claim forms must be returned to Bankruptcy Services LLC -
- the Debtors' Claims Agent -- by courier, hand delivery, mail
or in person and not through facsimile or any other electronic
means. For acknowledgement of receipt, the creditor must include
a copy of the form plus a self-address, stamped envelope.  
Claims will be considered filed only upon receipt by the Claims
Agent -- not the date of mailing. (Hayes Lemmerz Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-

HEILIG-MEYERS: S&P Drops Class A Certs. Rating to Default Level
Standard & Poor's lowered its rating on the class A floating-
rate asset-backed certificates of series 1998-2 issued by
Heilig-Meyers Master Trust to 'D' from triple-'C'.

The default of the class A certificates reflects the $519,964
principal write-down experienced by this class on the February
2002 distribution date, as well as the adverse performance of
the retail contracts that support the certificates. Based on the
high level of delinquencies, depleted credit enhancement, and
low payment rate, Standard & Poor's believes that the likelihood
of the class A certificateholders receiving full repayment of
their initial investment amount (including the recovery of the
investor charge-off amount experienced to date) by the final
maturity date of the series is remote.

As of the February 2002 distribution date, 89% of the collateral
pool is 31 or more days past due with 68% of the collateral pool
being more than 301 days past due. Excluding all contracts,
which are 180 or more days past due from the collateral pool,
results in the transaction are significantly under
collateralized versus the remaining invested amount of the
outstanding series.

Furthermore, the principal payment rate of the trust has
consistently displayed a decreasing trend, falling to its
current rate of 1.32% on the February 2002 distribution date.
Additionally, charge-offs have been significant, resulting in
the complete write-down of all subordinate classes (class B, C,
and D certificates) and the partial write-down of the senior
class A certificates.

On Aug. 31, 2000, the ratings on classes A and B were placed on
CreditWatch with negative implications following Heilig-Meyers
Co.'s (Heilig- Meyers) bankruptcy filing on Aug. 16, 2000, and
the announcement that the company was exiting the credit
business as an originator and servicer of installment credit. On
Aug. 10, 2000, Heilig-Meyers announced that it would no longer
service the loans. In the intermediate period, the trustee went
to court to order Heilig-Meyers to continue servicing until a
successor could be appointed. Then in October, the trustee
appointed OSI Portfolio Services Inc. (OSI) as the successor

On March 8, 2001, Standard & Poor's lowered its rating on the
class A certificates to double-'B'-minus from triple-'A'. At the
same time, the rating on the class B certificates was lowered to
triple-'C' from single-'A'. Subsequently, Standard & Poor's
began reviewing OSI's collection efforts and progress in turning
around the performance of the underlying collateral pool by
monitoring the success of its outbound dialing campaign, as well
as other key risk indicators. Once again, on June 1, 2001,
Standard & Poor's lowered its rating on the class A certificates
to triple-'C' from double-'B'-minus and lowered its rating on
class B to double-'C' from triple-'C', as a result of continuous
deterioration in collateral performance. On Sept. 26, 2001,
Standard & Poor's lowered its rating on class B to 'D' from
double-'C' as a result of interest shortfall, which represents a
rating default on the basis of the issuer's failure to pay
timely interest to the class B certificateholders.

HUNTSMAN INT'L: Adjusted EBITDA Down by 85% in 2001 4th Quarter
Huntsman International LLC reported preliminary, unaudited total
revenues and adjusted EBITDA of $1,006 million and $20 million,
respectively, for the three months ended December 31, 2001 and
$4,575 million and $398 million, respectively, for the twelve
months ended December 31, 2001.  Results for the three and
twelve months ended December 31, 2001 includes $45 million and
$47 million, respectively, in one-time non-recurring plant
closing and restructuring costs associated with the Company's
Specialty Chemicals and Tioxide segments.

Three months ended December 31, 2001 compared to the three
months ended December 31, 2000.

Total revenues decreased by $96 million or 9% from $1,102
million for the three months ended December 31, 2000 to $1,006
million for the three months ended December 31, 2001.  Revenues
in Specialty Chemicals increased by 14% due primarily to $105
million in revenues attributable to the acquisitions of the
European surfactants business from Rhodia S.A. in April 2001 and
a performance chemicals business from Dow Chemical Company in
February 2001, neither of which was present in the comparable
period in 2000.  This increase was offset by lower revenues in
MDI and MTBE, partially offset by higher revenues in propylene
oxide.  Revenues in the Petrochemicals and Tioxide segments
declined by 40% and 11%, respectively, due to lower average
selling prices and sales volumes in both segments.  These
declines were primarily attributable to weak global economic
conditions and lower underlying feedstock costs in

Adjusted EBITDA decreased by $114 million or 85%, from $134
million for the three months ended December 31, 2000 to $20
million for the three months ended December 31, 2001.  Adjusted
EBITDA included $45 million of one-time non-recurring
restructuring and plant closing costs related to the Specialty
Chemicals segment.  In addition to the lower average selling
prices and volumes discussed above, the decline in EBITDA was a
result of inventory devaluations in the Petrochemicals business,
higher energy and raw material costs in the Tioxide business and
higher selling, general and administrative costs attributable to
newly acquired businesses.

Year ended December 31, 2001 compared to the year ended December
31, 2000.

Total revenues increased by $127 million or 3%, from $4,448
million for the year ended December 31, 2000 to $4,575 million
for the year ended December 31, 2001.  Revenues in the Specialty
Chemicals businesses increased by 20%, $459 million of which was
attributable to the 2001 acquisitions discussed above and to
revenues associated with businesses acquired in 2000, partially
offset by lower revenues in MDI, polyols, MTBE and propylene
oxide.  Revenues in the Petrochemicals and Tioxides businesses
declined 15% and 9%, respectively, due to lower volumes and
average selling prices in both segments.  These declines are
attributable to global weakness in the Petrochemicals industry,
lower underlying feedstock costs and the global economic
slowdown that has negatively impacted titanium dioxide pigment
demand and pricing.

Adjusted EBITDA declined by $226 million or 36% from $624
million for the year ended December 31, 2000 to $398 million for
the year ended December 31, 2001.  EBITDA for the year included
$47 million of one-time restructuring and plant closing costs
related to the Specialty Chemicals and Tioxide segments. In
addition, the increase in revenues discussed above was more than
offset by higher raw material costs as well as the additional
costs associated with acquired businesses in 2000 and 2001.

Huntsman International LLC is a 60% owned indirect subsidiary of
Huntsman Corporation and the Huntsman family.  Huntsman
Corporation is the world's largest privately held chemical
company.  Its operating companies manufacture basic products for
a variety of global industries including chemicals, plastics,
automotive, footwear, paints and coatings, construction, high-
tech, agriculture, health care, textiles, detergent, personal
care, furniture, appliances and packaging.  Originally known for
pioneering innovations in packaging, and later, rapid and
integrated growth in petrochemicals, Huntsman-held companies
today have revenues of approximately $7 billion, employ more
than 14,000 associates and have a presence in over 44 countries.

                         *   *   *

As reported in the January 14, 2002 edition of the Troubled
Company Reporter, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on Huntsman International Holdings LLC
and its subsidiary, Huntsman International LLC (formerly
Huntsman ICI Holdings LLC and Huntsman ICI Chemicals LLC,
respectively); its single-'B'-minus rating on Huntsman
International LLC's senior subordinated notes due 2009 and
Huntsman International Holdings LLC's senior discount notes due
2009. In addition, the single-'B'-plus senior
secured bank loan ratings for Huntsman International LLC were
affirmed. All ratings were removed from CreditWatch, where they
were placed May 21, 2001, with outlook that is developing.

S&P said that the rating actions followed the announcement that
Imperial Chemical Industries PLC, Britain's largest chemical
maker, had agreed to delay the sale of its minority interest in
Huntsman International Holdings until 2003. This development
removes the immediate concerns prompted by ICI's previous
announcement that it had exercised an option to put its
shareholdings in the company to Huntsman Specialty Corp., a
subsidiary of Huntsman Corp.

The ratings on Huntsman International Holdings and its wholly
owned subsidiary, Huntsman International, reflect an aggressive
financial profile and some vulnerability to industry
cyclicality, which outweigh strong positions in several chemical
markets, the international ratings agency explained.

DebtTraders reports that Huntsman Polymers Corp.'s 11.750% bonds
due 2004 (HMAN1) currently trade between 19 and 24. See  
real-time bond pricing.

IT GROUP: AWS Remediation Demands Prompt Decision on Contract
AWS Remediation, Inc. asks the Court to (A) compel the The IT
Group, Inc., and its debtor-affiliates to either assume or
reject their executory contract with AWS, (B) allow and compel
payment of an administrative expense claim or, (C) compel the
Debtors to provide AWS with adequate protection.

According to William J. Burnett, Esq., at Blank Rome Comisky &
McCauley LLP in Wilmington, Delaware, before the petition date,
the Debtor entered into an agreement called the Paoli
Remediation Contract with SEPTA and Amtrak, in relation to their
Paoli Rail Site in Chester County, Pennsylvania which have been
required by the EPA under the Early Action Order and Consent
Decree to stabilize the polychlorinated byphenyls (PCBs), a
known environmental hazard, present in the site. The Rail
Companies are obliged to complete the remedy of the Site
promptly to reduce its risk to public health and the
environment. Consequently, the Debtor contracted AWS to provide
subcontracting services to the Debtor, wherein AWS was to be
paid $5,526,835 for work and services rendered to the Debtor and
the Rail Companies at the Site.

As of the Petition Date, AWS billed the Debtor approximately
$2,400,000.  The Rail Companies are holding approximately
$2,200,000 in allocated funds in a Superfund Trust Account for
invoices billed by AWS and the Debtor of which approximately
$300,000 is for the unpaid invoices for the services rendered by
the Debtor and the retainages for Debtor, and about $1,900,000
is held on account of the services provided by AWS and
retainages owing to AWS. Mr. Burnett further said that all
proceeds owed to AWS are kept by the Rail Companies in a
different Superfund trust Account.

Mr. Burnett considers that the Debtors breached the AWS
Subcontract and the Paoli remediation Act when they failed to
remit the funds paid by the Railroad Companies when it was
handed the October 2000 Invoice which amounts $660,986.20.  AWS
also billed the Debtor for $714,029.45 worth of work and
materials supplied in December.

Prior to the Petition date, Mr. Burnett informs the Court that
the Rail Companies sent a notice of termination of the Paoli
Remediation Contract to the Debtors.  In turn, the Debtors sent
a letter dated January 21, 2002, advising AWS of the Paoli
Termination Letter but asking AWS to continue its work with the
Site.  The letter further provides that all tasks should be
demobilized no later than February 9, 2002, at which time the
AWS Subcontract would be terminated.  The letter also added that
all costs incurred would be submitted on a final invoice to the
Rail Companies.  Mr. Burnett thinks that the Debtors induced AWS
to continue working on the Site after petition was filed despite
knowing the possibility that:

A. No further payments would be expected from the Rail Company
    because IT breached the contract when it failed to pay AWS,

B. that the sale of substantially all the Debtors' assets would
    not raise sufficient funds to pay administrative creditors
    such as AWS.

Since then, AWS performed approximately $115,361.79 worth of
unpaid work as described by the Subcontract but has no assurance
of getting paid.  Mr. Burnett contends that to date, the Debtors
have not made any effort to either assume or reject the AWS
Subcontract or the Paoli Remediation Contract.  Further, it's
obvious that the Debtors will have no ability to fund the costs
of administration in these cases.

Thus, Mr. Burnett requests that the Debtor determines whether,
within a specified period of time, it will assume an executory
contract or unexpired lease, pay immediately the $115,361.79
worth of materials and labor that AWS has been providing
following the petition date so that AWS does not bear the risk
of the administrative insolvency of these bankruptcy cases. (IT
Group Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

INTEGRATED HEALTH: Wants to Pay Diligence Fees for Exit Facility
As Rotech has arranged for exit financing after consummation of
the Rotech Plan, when Rotech will no longer be a wholly owned
subsidiary of Integrated Health Services, Inc., the IHS Debtors,
as independent corporations, will also require their own sources
of working capital and other funds following the consummation of
the Rotech Plan.  Recognizing this fact, the Debtors conditioned
the effectiveness of the Rotech Plan on, among other things,
execution and delivery of an amendment of the DIP Credit
Agreement in a form reasonably satisfactory to the IHS Debtors,
the Creditors Committee and the Bank Group.

While the DIP Agent does not appear to be interested in
providing a further extension of the DIP Credit Agreement with
IHS after the Rotech Plan is consummated, GECC, which is a
member of the Bank Group, and Tyco, one of the DIP Lenders, have
each indicated an interest in negotiating with the IHS Debtors
the terms of a replacement debtor in possession financing

As a condition to such negotiations, GECC, and Tyco alike, will
require the reimbursement of due diligence expenses, anticipated
by each institution to be within $50,000. The aggregate amount
for IHS is anticipated to be $100,000. In the event either
potential lender approves and funds a replacement DIP financing
facility, any Diligence Expenses paid in excess of actual out-
of-pocket expenses incurred would be credited against closing
fees and expenses. In addition to Diligence Expenses, each
potential lender requires a standard indemnification of itself
and its respective affiliates by IHS.

Thus, the Debtors seek authority, pursuant to section 363(b)(1)
of the Bankruptcy Code, to reimburse or to deposit for funding
GECC and Tyco for Diligence Expenses incurred in connection with
evaluation of a replacement DIP financing facility for the IHS
Debtors. IHS also seeks authority to provide GECC, Tyco and
their affiliates with standard indemnification. (Integrated
Health Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

ISPAT INT'L: S&P Junks Imexsa's Export Certificates Rating
Standard & Poor's affirmed its double-'C' rating on the
structured export certificates of Imexsa Export Trust No. 96-1,
a subsidiary of Ispat International N.V. The rating on the
certificates remains on CreditWatch.

The rating affirmation reflects the fact that Imexsa has
extended its exchange offer for the restructuring negotiations
with the holders of the export certificates due in 2003 until
March 11, 2002. The restructuring entails a moratorium on all
capital repayments until 2005. The exchange offer was originally
scheduled to expire on Feb. 22, 2002, but was extended until
Feb. 28, 2002. Standard & Poor's views the restructuring as a
transaction default due to the coercive nature of the exchange -
- investors have little choice but to accept it -- and because
investors would not receive full and timely payment of the
originally scheduled debt service. As a result, the rating on
the structured export certificates will be lowered to 'D' upon
completion of the exchange. Standard & Poor's will closely
monitor the progress of the restructuring negotiations.

The payment to investors made yesterday was covered with the
proceeds from the reserve LOC. The structured export certificate
transaction is based on a long-term supply contract between
Imexsa and Mitsubishi Corp., in which the latter is required to
purchase enough shipments of steel slabs from Imexsa at the then
prevailing market price to cover 1.3 times the maximum debt
service for each quarterly debt service period. Currently,
Imexsa is not shipping any steel slabs to Mitsubishi, which
constitutes a breach of a transaction covenant. Therefore,
investors are now fully dependent on Imexsa's ability and
willingness to make payments on the structured export
certificates outside of original transaction structure. Because
of this dependence on the underlying issuer, Imexsa, the
transaction rating has been set consistent with the company's
double-'C' local currency rating. The next payment by Imexsa is
due on May 31, 2002.

In the last year, Imexsa has faced difficult steel slab market
conditions, high-energy prices that have reduced its profit
margins, and a strike that lasted from Dec. 20, 2001 until Jan.
17, 2002, which caused the stoppage of all production of the
steel slabs that constitute the securitized assets.

The structured export certificates entered into early
amortization after being downgraded to double-'B'-minus on Nov.
23, 2000.

JACOBSON'S STORES: Gains Access to $100 Million DIP Facility
Jacobson's Stores Inc., has received final approval from the
bankruptcy court overseeing its Chapter 11 reorganization for a
one-year secured debtor-in-possession revolving credit facility
of up to $100 million.

The facility, to be administered by Boston-based Fleet Retail
Finance Inc., will be used by Jacobson's in part to purchase
merchandise and maintain essential business operations pursuant
to its business plan.

As previously reported, Jacobson's, a regional specialty store
chain, filed a Chapter 11 petition for reorganization on January
15, 2002, with the United States Bankruptcy Court for the
Eastern District of Michigan, Southern Division, in Detroit.

On January 31 the court approved Jacobson's previously announced
plan to close five under-performing stores in Columbus and
Toledo, Ohio; and Clearwater, Osprey and Tampa, Florida.  As
part of this action, The Ozer Group of Needham, Massachusetts,
is conducting the closing sales for these five stores.

Jacobson's currently operates 18 specialty stores in Michigan,
Indiana, Kentucky, Kansas and Florida.  The Company's Web site
is located at

KAISER ALUMINUM: Brings-In Jones Day as Lead Bankruptcy Counsel
Kaiser Aluminum Corporation, and its debtor-affiliates ask the
Court for the entry of an order authorizing them to retain and
employ Jones Day Reavis & Pogue as counsel in these chapter 11
cases to represent them in all aspects of their reorganization,
nunc pro tunc to the Petition Date.

John M. Donnan, the Debtors' Assistant General Counsel, submits
that Jones Day is particularly suited for the type of
representation required by the Debtors as it is one of the
largest law firms in the United States, with a national and
international practice, and has experience in virtually all
aspects of the law that may arise in these chapter 11 cases. In
particular, Jones Day has substantial bankruptcy and
restructuring, corporate, employee benefits, environmental,
finance, intellectual property, labor and employment,
litigation, real estate, securities and tax expertise.

Mr. Donnan states that Jones Day's Business Restructuring and
Reorganization Practice Area consists of approximately 50
attorneys practicing nationwide. Jones Day's attorneys have
played significant roles in many of the largest and most complex
cases under the Bankruptcy Code, including the chapter 11 cases
of Allegheny Health, Education and Research Foundation; Borden
Chemicals and Plastics Operating Limited Partnership; Burlington
Industries, Ire.; Cardinal Industries, Inc.; The Drexel Burnham
Lambert Group, Inc.; Edison Brothers, Ire.; The Elder-Beerman
Stores Corp.; Everything's A Dollar, Inc.; Fairfield Communities
Inc.; Federated Department Stores, Inc. and Allied Stores
Corporation; Fruehauf Trailer Corporation; Gantos, Inc.; Great
American Communications Company; GWI, Inc. and Specialty Foods
Corporation; Herman's Sporting Goods, Inc.; HornePlace Stores,
Inc.; The Imperial Home D,cor Group Inc.; Laidlaw, Inc.; Loewen
Group International, Inc.; LTV Steel Company, Ire.; Montgomery
Ward & Co.. Incorporated; Morrison Knudsen Corporation;
NationsRent, Inc.; Olympia & York Developments Limited; Phar-
Mor, Inc.; Physicians Clinical Laboratory, Inc.; Pillowtex,
Inc.; Purina Mills, Inc.; Resorts International, Inc.; R.H.
Macy& Co., Ire.; Trans World Airlines. Inc.; USG Corporation;
and Woodward & Lothrop, Inc.

Mr. Donnan contends that Jones Day also is familiar with the
Debtors' businesses and financial affairs because during the
months preceding the Petition Date, Jones Day assisted the
Debtors with their restructuring and reorganization activities,
including their preparations to commence these chapter 11 cases.
Through these prepetition activities, Jones Day's professionals
have worked closely with the Debtors' management and other
professionals and have become acquainted with the Debtors'
corporate history, debt structure, businesses and related
matters. Accordingly, Jones Day has developed relevant
experience and expertise regarding the Debtors that will assist
it in providing effective and efficient services in these
chapter 11 cases.

The Debtors anticipate that Jones Day will render general legal
services to the Debtors as needed throughout the course of these
chapter 11 cases, including bankruptcy and restructuring,
corporate, employee benefits, environmental, finance,
intellectual property, labor and employment, litigation, real
estate, securities and tax assistance and advice. In particular,
the Debtors anticipate that Jones Day will perform the following
legal services:

A. advise the Debtors of their rights, powers and duties as
     debtors and debtors in possession continuing to operate and
     manage their respective businesses and properties under
     chapter 11 of the Bankruptcy Code;

B. prepare on behalf of the Debtors all necessary and
     appropriate applications, motions, draft orders, other
     pleadings, notices, schedules and other documents and
     review all financial and other reports to be filed in these
     chapter 11 cases;

C. advise the Debtors concerning, and prepare responses to,
     applications, motions, other pleadings, notices and other
     papers that may be filed and served in these chapter 11

D. advise the Debtors with respect to, and assist in the
     negotiation and documentation of, financing agreements and
     related transactions;

E. review the nature and validity of any liens asserted against
     the Debtors' property and advise the Debtors concerning
     the enforceability of such liens;

F. advise the Debtors regarding their ability to initiate
     actions to collect and recover property for the benefit of
     their estates;

G. counsel the Debtors in connection with the formulation,
     negotiation and promulgation of a plan of reorganization
     and related documents;

H. advise and assist the Debtors in connection with any
     potential property dispositions;

I. advise the Debtors concerning executory contract and
     unexpired lease assumptions, assignments and rejections and
     lease restructurings and recharacterizations;

J. assist the Debtors in reviewing, estimating and resolving
     claims asserted against the Debtors' estates;

K. commence and conduct any and all litigation necessary or
     appropriate to assert rights held by the Debtors, protect
     assets of the Debtors' chapter 11 estates or otherwise
     further the goal of completing the Debtors' successful

L. provide corporate governance, litigation and other general
     nonbankruptcy services for the Debtors to the extent
     requested by the Debtors; and

M. perform all other necessary or appropriate legal services in
     connection with these chapter 11 cases for or on behalf of
     the Debtors.

Gregory M. Gordon, Esq., a Jones Day member, informs the Court
that the firm intends to charge for its legal services on an
hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date services are rendered and
seek reimbursement of actual and necessary out-of-pocket
expenses. The professionals anticipated to render services in
connection with this engagement and their current hourly rates

      Professional               Position         Rate
      ------------               --------         ----
      Corrine Ball               Partner          $695
      Michael R. Bassett         Partner          $535
      John R. Cornell            Partner          $610
      Brian W. Easley            Partner          $365
      Gregory M. Gordon          Partner          $550
      David G. Heiman            Partner          $675
      Carl M. Jenks              Partner          $540
      Mark B. Knowles            Partner          $435
      Kathleen R. McLaurin       Partner          $410
      David E. Miller            Partner          $405
      William S. Paddock         Partner          $495
      John J. Rapisardi          Partner          $635
      Jeffrey A. Schlegel        Partner          $405
      Richard F. Shaw            Partner          $340
      Patricia J. Villareal      Partner          $480
      Richard I. Werder Jr.      Partner          $510
      H. Joseph Acosta           Associate        $225
      David G. Adams             Associate        $270
      Cass Gunther Adelman       Associate        $365
      Alexandre Brodbeck         Associate        $205
      Richard H. Engman          Associate        $365
      Christopher C. Gleason     Associate        $175
      Linda C. Hargrove          Associate        $155
      Linda S. Kagan             Associate        $260
      Christopher D. Olive       Associate        $240
      Phillip H. Schmandt        Associate        $305
      Debra K. Simpson           Associate        $175
      Scott Welkis               Associate        $345
      Daniel P. Winikka          Associate        $285
      C. Nick Bowen              Legal Assistant  $140
      Beth Upchurch              Legal Assistant  $ 90

Prior to the Petition Date, on January 22, 2002, Mr. Gordon
relates that Debtors provided Jones Day with a retainer of
$250,000 for services rendered or to be rendered and for
reimbursement of expenses. As of the Petition Date, the Retainer
remained unapplied. In addition to providing Jones Day with the
Retainer, the Debtors made one payment to Jones Day on February
11, 2002 for $1,502,349.58 on account of prepetition fees and
expenses incurred by Jones Day on matters relating to the
Debtors from the Debtors' operating cash.

To the best of the Debtors' knowledge, information and belief,
other than in connection with these cases, Jones Day has no
connection with the Debtors, their creditors, the United States
trustee or any other party with an actual or potential interest
in these chapter 11 cases or their respective attorneys or
accountants, except as set forth below:

Mr. Gordon assures the Court that Jones Day represents no
interest adverse to the Debtors or their respective estates in
the matters for which Jones Day is proposed to be retained and
that Jones Day is a "disinterested person," as defined in the
Bankruptcy Code, except that it currently represents or in the
past has represented several parties-in-interests in matters
unrelated to these cases including:

A. Unsecured Creditor: ABB Automation, Alcan Queensland Pty
     Ltd., American Electric Power Co., Coral Energy Resources
     Inc., Enron Metals & Commodity Ltd., Vallen Safety Supply
     Co., Bryan Cave LLP, Pechiney World Trade, and Red Man Pipe
     & Supply Co.;

B. Material Holder of Debtors' Debentures: Abbott Laboratories
     Annuity Retirement Trust, Aetna Life Insurance Co.,
     Alliance Capital Management LP, Bank of Oklahoma NA,
     Bankers Trust Company, Capital Research & Management Co.,
     Catholic Health Initiative, CIGNA, Cincinnati Financial
     Corp., Citibank NA, Congress Financial Corp., Conseco,
     Credit Suisse, Deutsche Asset Mgt., Farallon Capital
     Management, First Interstate Bank of Commerce, First union
     Bank, HSBC Bank Int'l., IBM Pension Fund, Legg Mason High
     Yield Fund, Los Angeles Fire & Police System, Merrill
     Lynch, Morgan Stanley & Co., Nichols-Applegate Capital
     Mgt., Northern Investors Trust, Oppenheimer, Prudential,
     Putnam Asset Allocation Fund, RBC Dominion Securities,
     Smith Barney, Standard Bank, State Street Global Advisors,
     Stichting Pensionfonds, Times Mirror Co., Florida State
     Board of Administration, Glenndale Trust Co., The Insurance
     Co. of the State of Pennsylvania, Investors Fiduciary
     Service Inc., Jefferson Pilot, Lincoln Trust Co., Sun
     America, and Union National Bank;

C. Material Secured Lender: Bank of America NA, and CIT Group;

D. Indenture Trustee: Bank One Trust Co. NA, JP Morgan Chase
     Bank, and State Street Bank & Trust;

E. Shareholders: Capital Group International Inc., Dimensional
     Fund Advisors Inc., Arthur Andersen LLP, and Wellington
     Mgt. Co.;

F. Significant Contract Parties: AXA Corporate Solutions Ltd.,
     The Boeing Company, Huck International Inc., Starr
     Technical Risks Agency, Vought Aircraft Industries Inc.,
     Florida Dept. of Environmental Protection, and Swiss Re New
     Markets AG;

G. Other Parties in Interest: Alcan Aluminum Ltd., Dravo Lime
     Co., Hydro Aluminum Jamaica, North American Energy Services
     Co., Occidental Chemical Corp., and Aluminum Pechiney
     Australia Pty Ltd.; (Kaiser Bankruptcy News, Issue No. 2;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)   

KMART CORPORATION: Seeks Appointment of Trumbull as Claims Agent
After consultation with the Clerk of Court, Kmart Corporation,
and its debtor-affiliates ask Judge Sonderby for authority to:

  (i) designate Trumbull as an agent of the Clerk of the Court,

(ii) deem all proofs of claim and proofs of interest in these
      cases received by Trumbull as having been filed with the

Pursuant to the Claims Agent Order, J. Eric Ivester, Esq., at
Skadden, Arps, Slate, Meagher & Flom, in Chicago, Illinois,
recounts that Trumbull was required to meet with the Clerk of
the Court to agree upon procedures for administration of
Trumbull's services.

During the January 31, 2002 meeting attended by representatives
of the Clerk of Court, Trumbull, the Debtors and the Debtors'
counsel, it was decided that to aid in the administration of
these cases:

  (a) Trumbull shall be designated a deputy of the Clerk of

  (b) Proofs of claim and proofs of interest in these cases that
      are received by Trumbull shall be deemed to have been
      filed with the Court;

  (c) If a proof of claim or proof of interest in these cases is
      filed with the Court, then such proof of claim or proof of
      interest shall be date stamped, but not docketed by the

  (d) The office of the Clerk of the Court will forward to
      Trumbull on a weekly basis requests for transfers of
      claims pursuant to Rule 3001(e) of the Federal Rules of
      Bankruptcy Procedure.  Trumbull will perform the noticing
      services required by such rule and will provide
      certificates of service to the Court on a weekly basis
      containing a list of all transfer requests served the
      previous week; and

  (e) Trumbull will provide to the Clerk of the Court a
      certificate of service for mailings it performs in these
      cases within 5 business days of service.  Such
      certificates, along with the Schedules of Assets and
      Liabilities and Schedules of Financial Affairs and such
      other documents as may be requested by the Clerk of the
      Court, shall be provided in .PDF format and emailed to the
      Clerk's designee.

The Debtors contend that approval of the relief requested will
avoid duplication of efforts.  It will ensure that parties who
have complied with the Case Management Order and have filed
proofs of claims or proofs of interest in these cases with
either the Court or with Trumbull will not be prejudiced by any
failure to file with both the Court and Trumbull, Mr. Ivester
points out. (Kmart Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

LTV CORP: Blackstone Wants to Sell Copperweld Debtors' Assets
The LTV Corporation has engaged the Blackstone Group L.P. to
assist in the sale of LTV Copperweld.  LTV Copperweld is one of
the most diverse and consistently successful metal fabricating
businesses in the world. The Company is headquartered in
Pittsburgh, PA and operates 21 manufacturing facilities located
throughout the United States and Canada and one facility in the
United Kingdom.  LTV Copperweld's significant manufacturing
presence and well established distribution network allow the
Company to effectively manufacture, market and sell its products
throughout North America and, for certain products, worldwide.

LTV Copperweld has annual sales of approximately $1.0 billion
and employs approximately 3,700 people.  LTV Copperweld is
engaged in four lines of business:

       * Fabricated Automotive Components Division --
Headquartered in Woodstock, Ontario, LTV Copperweld's Fabricated
Automotive Components Division primarily designs and
manufactures automotive components from a tubular steel
foundation.  The division is a specialized technology supplier
to OEM and other Tier I automotive parts suppliers and is a
market leader in each product that it manufactures, including
instrument panel beams, axle hollows, frame crossmembers,
suspension components and trailer hitches.

       * Bimetallic Products Company -- Headquartered in
Fayetteville, Tennessee, LTV Copperweld's Bimetallic Products
Company manufactures a broad range of bimetallic wire and strip
products.  The division's primary products are copper-clad
aluminum wire and copper-clad steel wire, which are used as the
center conductors for coaxial cable, as well as in other
telecommunications, utility, electronics and general industry

       * Tubular Products Business -- Headquartered in
Pittsburgh, Pennsylvania, LTV Copperweld's Tubular Products
Business is the largest and most diverse manufacturer of steel
tubing in North America.  The division produces a full range of
tubing products including mechanical tubing (drawn-over-mandrel,
as-welded, and seamless), structural tubing, and stainless
tubing with a special emphasis on differentiated, often
customized products

       * Pipe and Conduit Division -- Headquartered in
Youngstown, Ohio, LTV Copperweld's Pipe and Conduit Division is
one of the two largest manufacturers of electrical metallic
conduit and the largest producer of welded standard and line
pipe within the 4 1/2"-16" size range in North America.  The
division is also a manufacturer of mechanical steel tubing.

All inquiries regarding LTV Copperweld be directed to The
Blackstone Group.  Contact Raffiq A. Nathoo (212) 583-5869 (LTV
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-00900)

LODGIAN INC: Cash Collateral Pact in Place Through Dec. 21, 2002
Criimi Mae Services Limited Partnership, as special servicer to
LaSalle Bank N.A. and State Street Bank and Trust Company,
objects to Lodgian, Inc., and debtor-affiliates' motion for the
entry of orders authorizing the Debtors to use cash collateral
and granting "adequate protection" in connection therewith.

According to Gerard S. Catalanello, Esq., at Brown Raysman
Millstein Felder & Steiner LLP in New York, New York, the
Debtors' request to use the cash collateral of the Trusts should
be denied because:

A. The Motion lumps together all of the Debtors and their assets
     without regard to the relative claims and interests of
     creditors as if these estates have already been
     substantively consolidated so that the cash collateral of
     the Trusts could be used to pay for expenses of other Hotel
     Properties and other expenses of these estates which may
     not benefit the Trust Debtors, in effect making the Trusts
     involuntary DIP lenders;

B. The Debtors intend to use cash collateral of the Trust
     Debtors for the payment of expenses of the Non-Trust
     Debtors before the full and timely payment of substantial
     capital expenditures of the Hotel Properties in which the
     Trust Debtors have an interest, and without a showing that
     any cash will remain to undertake these expenditures,
     thereby seriously jeopardizing the value of these Hotel

C. The Debtors seek to use the Trusts' cash collateral to pay
     for each of the Debtor's pro rata share of reorganization
     expenses and the "actual Lodgian corporate overhead
     expenses" notwithstanding the fact that the Debtors have
     failed to demonstrate how such payments will benefit the
     estates of the Trust Debtors burdened with such expenses;

D. The Debtors' proposed "adequate protection" offered to the
     Trusts - the Specific AP Lien and General AP Lien - is
     completely illusory given that:

     a. the Debtors have failed to offer any evidence concerning
          the values of the Hotel Properties,

     b. the Trusts are already, as a matter of law, to liens on
          the Trust Debtors' pre-petition and post-petition
          property under Bankruptcy Code section 552(b)(2), and

     c. the replacement liens will be subordinate and subject to
          the priming liens granted to MSSF under the DIP Credit
          Agreement ($25 million), Qualified Prepetition Liens
          and the Carveout ($1.5 million);

E. The Debtors seek to use the Trusts' cash collateral to pay
     for the fees of their professionals and the professionals
     of any committee through a $1,500,000 compulsory Carveout
     in complete disregard of Flagstaff and its progeny; and

F. The Debtors have failed to provide a budget setting forth the
     actual operating expenses, capital expenditures,
     reorganization expenses and corporate overhead expenses
     which the Debtors seek to pay with the Trusts' cash

                    Lennar Partners Object

Lennar Partners, Inc., as special servicer to The Chase
Manhattan Bank, and LaSalle Bank National Association, objects
to the Debtors' motion for the entry of orders authorizing the
Debtors to use cash collateral and granting "adequate
protection" in connection therewith on the same ground presented
in the Criimi Mae objection.

                            * * *

Finding that the Debtors make their case for needing to use the
Lenders' cash collateral and finding that the adequate
protection offered is sufficient to protect the Lenders'
security interest, Judge Lifland entered a final order
authorizing the Debtors to use cash collateral in which the
Prepetition Mortgage Lenders assert a security or other interest

    A. pay its own Designated Expenses;
    B. pay the Designated Expenses of any other Debtor in its
       collateral pool; or

    C. make Limited Intercompany Advances.

The Debtors also obtained approval of a stipulation with
Nationwide providing that the Unsecured Creditors' Committee may
use up to $20,000 of Nationwide's cash collateral to review the
validity, extent and priority of Nationwide's prepetition liens.

The Debtors obtained Court approval of a stipulation with JP
Morgan Chase Bank, Criimi Mae Services LP, and Lennar Partners
Inc., wherein the Debtors are authorized to use Cash Collateral
through December 21, 2002 for the limited purposes described in
their Budget.  JP Morgan does not consent to the use of any of
the Specified Debtors' Collateral to:

A. prepare, prosecute or seek approval of any motion,
     application or plan of reorganization or liquidation that
     would, if so approved, substantively consolidate any of the
     Specified Debtors with any of the other Debtors;

B. investigate, assert, commence, prosecute or otherwise take
     any action with respect to any claim or alleged claim
     against the Lenders including, claims arising under sec.
     542 & 553 of the Bankruptcy Code, provided however, that
     the Committee may utilize up to $10,000.00 of the Specified
     Debtors' Cash Collateral to investigate the Bond Debt, the
     liens and security interests of the Lenders for the benefit
     of the Bondholders securing the Bond Debt, and any
     potential claim for relief or cause of action with respect
     to the Bond Debt;

C. challenge the amount, validity, priority or enforceability of
     the Debt or the security interests and liens of the
     Lenders for the benefit of the Bondholders in the Specified
     Debtors' Collateral or assert any defense, claim,
     counterclaim or offset with respect to the Debt or the
     security interests and liens of the Lenders;

D. challenge in any manner whatsoever the Debt and any other
     rights, claims and entitlements of the Lenders for the
     benefit of the Bondholders under any of the Loan Documents;

E. change, amend or modify in any manner whatsoever any of the
     Loan Documents; or

F. seek the modification, amendment or vacature of this
     Stipulation. (Lodgian Bankruptcy News, Issue No. 5;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LOGIX COMMS: Files for Chapter 11 Reorganization in Houston
Logix Communications Enterprises, Inc., and its subsidiary,
Logix Communications Corporation, filed voluntary petitions on
February 28, 2002 under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, to restructure their

Logix's subsidiaries, Dobson Telephone Company and Dobson
Fiber/FORTE of Colorado did not file Chapter 11 petitions and
Logix does not expect these subsidiaries will be included in the
reorganization proceedings.  Logix believes these subsidiaries
will continue to operate in the ordinary course of business
without bankruptcy court supervision.

It is expected that service to Logix's customers will remain
unaffected throughout the reorganization proceedings.  Logix's
operating subsidiaries plan to continue their current operations
and business plan while supporting their 450 employees, 125,000
access lines, sales efforts and vendors.

Craig T. Sheetz, chief executive of Logix said, "The filing will
permit Logix to realign the company's liabilities to better fit
its long-term profit potential.  After weighing all the options,
we believe this broad restructuring is the best and most
reliable way to position Logix for future stability, growth and
success."  Mr. Sheetz also commented, "The company's operations
have greatly improved and we believe Logix will successfully
emerge from the reorganization proceedings in a healthier
competitive position."

Logix Communications Enterprises, Inc. is an integrated
communications provider offering local, long distance, data and
Internet services to businesses primarily in Oklahoma and Texas.  
Logix news and information are available at

LOGIX COMMUNICATIONS: Chapter 11 Case Summary
Debtor: Logix Communications Enterprises Inc.
        Dobson Wireline Company
        1410 Wireless Way
        Oklahoma City, OK 73134    

Bankruptcy Case No.: 02-32106

Chapter 11 Petition Date: February 28, 2002

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Joseph G. Epstein, Esq.
                  Winstead Sechrest & Minick P.C.
                  910 Travis, Suite 2400
                  Houston, TX 77002

MCLEODUSA INC: Wins Nod to Use Secured Lenders' Cash Collateral
Judge Katz grants McLeodUSA Inc., final authority to continue
using the Lenders' cash collateral, grant replacement liens and
provide the Lenders with continued adequate protection through
the earlier of (A) August 1, 2002 and (B) substantial
consummation of a plan of reorganization. (McLeodUSA Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

METALS USA: Earns Approval to Hire CIBC as Financial Advisors
The Official Joint Committee of Unsecured Bondholders and
Creditors of Metals USA, Inc., and its debtor-affiliates
obtained authority from the Court to retain and employ CIBC
World Markets Corp. as its financial advisor, nunc pro tunc to
December 7, 2001.

Specifically, CIBC will:

A. Assist the Committee in analyzing and reviewing the acts,
     conduct, assets and financial condition of the Debtors;

B. Familiarize itself to the extent appropriate with the
      operations of the Debtors' businesses;

C. Advise the Committee with respect to any financial
     restructuring or recapitalization including analyzing,
     negotiating and effecting a plan of reorganization or
     recapitalization for the Debtors;

D. To the extent necessary, perform valuation analyses on the
     Debtors and their assets; and

E. Perform any other tasks agreed upon by CIBC and the

Hence, the Committee will indemnify CIBC, its agents, employees,
officers and directors and any person who controls the firm from
and against any and all losses, claims, judgments, liabilities
and expenses arising from this engagement.

For rendering services to the Committee:

A. CIBC will be paid a monthly cash fee of $150,000 payable
     monthly in advance up to the effective date of the
     engagement's termination.

B. Upon the closing of a transaction, CIBC shall be paid a
     success fee equal to 1% of the consideration
     received by interests represented by the Committee in pre-
     petition unsecured claims. The success fee shall be paid
     to CIBC in the same kind of consideration received by the
     interests received by the Committee. CIBC shall credit 50%
     of any monthly fee earned after the sixth month
     and 75% of any monthly fee earned after the ninth
     month against the success fee.

C. CIBC will also be entitled to reimbursement of out-of-the-
     pocket expenses arising from services rendered to the
     Committee. (Metals USA Bankruptcy News, Issue No. 8;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)

MICROFORUM INC: Ontario Court Extends CCAA Protection to May 6
Microforum Inc., (TSE: MCF) announced that it has been granted a
further extension until May 6, 2002 to the initial Order granted
on January 29, 2002 from the Ontario Superior Court of Justice
providing the Company with protection under the Companies'
Creditors Arrangement Act (CCAA).

"We are continuing discussions with the Company's creditors with
a view to restructuring Microforum's current debt obligations,"
said Steven Schofield, President & CEO.

Established in 1987, Microforum sells software solutions to
organizations that seek a competitive edge. The company is
listed on the Toronto Stock Exchange (TSE: MCF).

NANTICOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
Debtor: Nanticoke Homes, Inc.
        11582 Sussex Highway
        Greenwood, DE 19950

Bankruptcy Case No.: 02-10651

Chapter 11 Petition Date: March 01, 2002

Court: District of Delaware

Debtors' Counsel: Stephen W. Spence, Esq.
                  Philippe, Goldman & Spence, P.A.
                  1200 N. Broom Street
                  Wilmington, DE 19806

Estimated Assets: $10 Million to 50 Million

Estimated Debts: $10 Million to 50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Universal Forest             Trade Debt               $278,185
33373 Treasury Center
Chicago, IL 60694

The PMA Group                Trade Debt               $265,672
P.O. Box 8500-3855
Philadelphia, PA

Penco Corporation            Trade Debt               $254,907
1503 West Stein Highway
Seaford, DE 19973

Delmarva Sash & Door         Trade Debt               $205,590

Certain-Teed Corporation     Trade Debt               $194,183

State of Maryland            Sales and Use Tax        $191,085

Dover Electric Supply        Trade Debt               $158,475

KMR Management               Services                 $113,394

Coventry Healthcare          Health Insurance         $111,192

Supereal Manufacturing       Trade Debt               $110,624

Eastern Shore Energy         Utility Service          $106,331

Sherwin Williams             Trade Debt                $98,207

General Electric             Trade Debt                $95,765

Bayhealth Medical Center    Medical Claims             $91,579
                             For employees

Connectiv Power              Utility Service           $88,577

Georgia Pacific              Trade Debt                $76,398

Wolf Distributing            Trade Debt                $76,398

Service Energy               Trade Debt                $63,535

World Com, Inc.              Long Distance             $63,000    
                              Telephone Service    

Delaware Division of                                   $58,576

OBSIDIAN ENTERPRISES: Pursuing Debt Restructuring Discussions
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBSD), a
Delaware corporation, reported pro forma, consolidated net
revenues totaling $58,403,604 for the twelve-month period ended
October 31, 2001.  Pro forma EBITDA was $6,834,113 and pro forma
net income of $168,594 for the twelve-month pro forma period
ended October 31, 2001.  The net loss, calculated in accordance
with generally accepted accounting principles per the most
recently filed Form 10K, was $4,360,000.

During its fiscal third quarter Obsidian acquired, through share
exchanges, four operating entities, which include Pyramid Coach,
Inc., a leading provider of corporate and celebrity entertainer
coaches based in Nashville, Tennessee; Champion Trailer, Inc., a
Dallas, Texas based manufacturer of high end racing
transporters; United Expressline, Inc., manufacturer of steel-
framed cargo, racing, ATV and specialty trailers based in
Bristol, Indiana and White Pigeon, Michigan; and US Rubber
Reclaiming, Inc., a Vicksburg Mississippi based butyl rubber
reclaiming operation supplying several Fortune 500 tire
companies, including Goodyear, Michelin and Bridgestone.

The Company's auditors recently issued a "going concern" opinion
in its most recent Form 10K, primarily because if its losses at
Champion Trailer and issues concerning long term debt financing
and certain debt restructuring which has not yet been completed.  
Subsequent to its fiscal year end, October 31, 2001, the Company
reached an agreement in principle with Timothy S. Durham,
Chairman, and Terry Whitesell, President, and certain management
of Champion to divest Obsidian's interest in Champion to Durham,
Whitesell, et al.  The divestiture will have a positive net
equity effect on the balance sheet of Obsidian exceeding
$800,000.  This and other debt restructuring currently being
negotiated will reduce the Company's debt and increase its net
worth.  These series of transactions are more fully described in
the Company's most recently filed Form 10K.

Accounting principles generally accepted in the United States
require that the Company report its results as if U.S. Rubber
Reclaiming, Inc. had been the acquiring company and includes the
results of operations for the various companies acquired during
the fiscal third quarter for varying periods of time. Management
believes that having results of operations for all of the
companies for the entire 12-month period ending October 31,
2001, is helpful in understanding the results of operations of
the Company. Management has determined that it would be in the
best interest of the Company to divest the Champion operations
and, as noted above, the Company has reached an agreement in
principle to do so.

The pro forma results include the results of operations for each
subsidiary company as if it had been owned by Obsidian for the
full twelve month period ending on October 31, 2001 and exclude
Champion Trailer and certain one time, previous owner and
nonrecurring period costs to better demonstrate what management
believes to be the operational profitability of the consolidated
companies.  The Company's recently filed 10K for the fiscal year
ended October 31 contains additional financial information
regarding Obsidian and its new operating subsidiaries.

For additional information regarding the Company and its
businesses, including discussion of certain risks associated
with the Company, its operations and financial condition, please
refer to the Company's Report on Form 10-K for the period ended
October 31, 2001.

OWENS CORNING: Exclusive Period Remains Intact through August
James R. Adams, Esq., at Richards Layton & Finger P.A. in
Wilmington, Delaware, submits that the extension of the
exclusivity period as requested by Owens Corning and its debtor-
affiliates should be conditioned upon the entry of an order
establishing a schedule to determine the value of certain Owens
Corning subsidiaries that guarantied obligations under the
Credit Agreement.

While some progress has been made toward resolving the
intercreditor issues, Mr. Adams believes that much remains to be
done. It is essential to the reorganization of the Debtors that
the value of at least the larger subsidiary guarantors be
established by the time asbestos claims are resolved.  
Experience suggests that unless there is a scheduling order, the
parties will not focus their attention sufficiently to resolve
these issues.

Mr. Adams relates Credit Suisse First Boston remains concerned
that payment of the Bank's claims against several subsidiary
guarantors that do not have any asbestos liability will
unnecessarily be delayed by the process of resolving asbestos
claims against the Debtors.  Absent exclusivity, CSFB would have
the option of submitting a plan of reorganization for these
subsidiaries, which would result in a prompt recovery of at
least a portion of the Bank's claims.

Mr. Adams believes that the Court should either:

A. lift exclusivity as to the guarantor subsidiaries to allow
     the Bank Group to prepare a separate plan of reorganization
     that can provide for partial payment of the Bank's claims
     and serve as a vehicle to resolve challenges to the claims
     of the Bank Group; or

B. condition the extension of exclusivity on the establishment
     of a process that will result in the prompt resolution of
     intercreditor issues.

                          *   *   *

Exclusivity will not be terminated, Judge Fitzgerald rules, nor
will any conditions be placed on the Debtors at this time.  The
Debtors' exclusive period during which to file a plan is
extended through August 30, 2002, and the Debtors' exclusive
period during which to solicit acceptances of that plan runs
through October 31, 2002, without prejudice to the Debtors'
right to seek further extensions. (Owens Corning Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,

PW EAGLE: Inks Revised Loan Agreements to Clear All Defaults
PW Eagle, Inc. (Nasdaq:PWEI), reported that it had entered into
revised loan agreements with its senior and subordinated
lenders, completed a real estate sale and leaseback transaction
with certain of its properties and sold its Hillsboro, Oregon
facility which it had closed earlier. As a result of these
transactions, the Company has eliminated all defaults under all
of its loan agreements and dramatically reduced its fixed
charges. In November, 2001, PW Eagle announced that it was in
default of certain covenants under its loan agreements and that
its goal was to reduce its annual fixed charges (principal,
interest, taxes and capital expenditures) to a level that would
allow the Company to pay all of its fixed charges, even should
the unfavorable economic conditions that existed in 2001
continue. The Company believes that this series of transactions
accomplishes that goal.

In a simultaneous closing, PW Eagle amended its senior and
subordinated loan agreements and entered into a real estate sale
and leaseback transaction of four of its properties with an
affiliate of W. P. Carey & Co., Inc. In a separate transaction,
the Company sold its Hillsboro, Oregon facility. The effects of
these transactions include:

     --  The Company sold the land and buildings for its
production facilities in Tacoma, Washington, West Jordan, Utah
and Perris, California as well as its office building in Eugene,
Oregon for a total purchase price of $13.7 million and then
leased all of these facilities back under long term leases with
initial annual rent of approximately $1.6 million. As a result,
there will be no change in the operations at any of these

     --  PW Eagle sold its previously closed facility in
Hillsboro, Oregon along with some equipment for a total purchase
price of $1.31 million, $250 thousand of which will be received
upon the resolution of certain title issues.

     --  By using a portion of the proceeds from these sales,
the Company reduced the principal amount owing under its senior
term loan from $27.5 million to $17.6 million. At the same time
the required principal payments under that facility were reduced
from $10 million annually to $3 million annually.

     --  The balance of the proceeds from the sales
(approximately $5 million) were used to reduce the principal
amount owing under the Company's revolving credit facility which
will provide PW Eagle with increased liquidity.

     --  The financial covenants under both the senior and
subordinated loan agreements have been relaxed to reflect the
current economic conditions and the impact of these transactions
on the Company's financial condition.

William H. Spell, PW Eagle CEO, stated, "We are very pleased to
have concluded these transactions which have significantly
reduced our fixed charges. As we indicated earlier, our goal was
to reduce our fixed charges to a level where we would be able to
meet them even if the unfavorable economic conditions that we
faced in 2001 continued indefinitely. We believe that we have
achieved that goal. In addition, the deterioration of the
economic conditions facing our industry moderated in the fourth
quarter, and so far this year we are seeing some signs of
improvement. Nevertheless, we are continuing to explore further
ways to reduce our fixed charges and expenses to become an even
more efficient producer."

PW Eagle was expected yesterday to announce its fourth quarter
and full year 2001 financial results after the market had
closed. The Company will hold its fourth quarter and full year
2001 webcast and conference call tomorrow, Wednesday, March 6,
2002 at 11 a.m. Central Time to discuss the fourth quarter and
full year results. The conference call will also be available
live on the Internet at The call will  
be archived at that Web site for one week following its original
webcast. The conference telephone number is (800) 946-0705, use
464267 as the confirmation code to access the call.

PW Eagle, Inc. is a leading extruder of PVC pipe and
polyethylene tubing products. The Company operates eight
manufacturing facilities in the midwestern and western United
States. PW Eagle's common stock is traded on the Nasdaq National
Market under the symbol "PWEI".

PACIFIC GAS: Committee Points Out Flaws in CPUC Plan Term Sheet
The Committee in the chapter 11 case of Pacific Gas and Electric
Company tells the Court that there are flaws that render the
CPUC Plan contemplated by the Term Sheet neither feasible nor
confirmable.  However, the Committee believes that the CPUC can
and should address the various problems with the Term Sheet.
Further, the Committee proposes solutions that the Committee
believes will help cure the deficiencies in the Term Sheet and
help create an opportunity for a feasible and confirmable CPUC
proposed alternate plan.

The Committee notes that the amount of cash and allowed claims
cannot be reconciled between the CPUC Plan and PG&E's Plan.
According to the analysis undertaken by the Committee, the Term
Sheet does not provide for the payment of creditors' claims in
full, with interest, and does not provide a practical or
workable long-term alternative to the PG&E Plan. In particular,
the Committee notes that the CPUC Plan does not return PG&E to
investment grade credit status, which is crucial for PG&E, a
capital intensive business, to finance its business and its
reorganization on a cost effective basis.

The Committee suggests that CPUC address the various problems
with the Term Sheet and the CPUC Plan by, among other things:

(1) establishing a sacrosanct dedicated rate sufficient to
    enable PG&E to achieve an investment grade credit rating for
    its unsecured debt (this assumes that the CPUC can overcome
    the marketplace perceptions that it is inconsistent in its
    exercise of regulatory power and cannot bind future
    Commissions); or

(2) permitting PG&E to refinance its obligations and raise
    additional capital based on current electricity rates and a
    market valuation of its assets (an approach, which provides
    the structural framework for the PG&E Plan.)

The Committee takes the position that the Court should not at
this time modify its order extending the Debtor's period of
exclusivity and it should permit the PG&E Plan to proceed
towards confirmation of an amended PG&E Plan without further

The Committee points out that flaws in the Term Sheet include
the following:

(1) The economic foundation of the Term Sheet is flawed.

     -- The projected cash balance is overestimated by over $2.3

     -- the claims filed by qualifying facilities (QFs) are
        understated by over $1.0 billion,

     -- Class 6 claims are understated by $400 million,

     -- Class 7 claims are understated by $100 million, and

     -- the Term Sheet improperly assumes the cure and
        reinstatement of at least $1.0 billion of matured
        obligations and expired letters of credit.

   These errors result in a net shortfall of approximately $5.0
   billion. The Committee believes that the discrepancies
   concerning cash and claims can and will be reconciled.
   However, it remains to be seen whether after such
   reconciliation the CPUC can amend its Term Sheet to propose a
   viable plan.

(2) The Term Sheet does not include the concrete financial and
   regulatory steps that will return PG&E to investment grade
   credit status. Such status is necessary to ensure the long-
   term viability of PG&E, enable PG&E to raise sufficient
   capital to repay creditors, provide the economic underpinning
   for its cure and reinstatement of existing indebtedness, if
   legally available, and operate its business with a sound
   financial base.

   The Term Sheet estimates the aggregate amount of reinstated
   debt and other obligations at $5.795 billion. However,
   because the Term Sheet does not contemplate returning PG&E to
   investment grade credit status, it is questionable and
   financially doubtful whether PG&E could reinstate any of its
   debt or obligations.

   Moreover, many of these debts and other obligations may not
   be reinstated either because the underlying letters of credit
   will have expired or because the debt will have matured prior
   to January 31, 2003 (the Plan Effective Date). For instance,
   the CPUC includes $610 million in letter of credit-backed
   Pollution Control Bonds in its proposal to restructure PG&E
   without additional financing. However, the letters of credit
   backing the Pollution Control Bonds either have expired or
   will expire prior to the end of 2003. The letters of credit
   cannot be extended by their very terms. Thus, PG&E will be
   forced to find alternative backers for the bonds, which may
   not be possible or economically feasible unless PG&E obtains
   investment grade credit status. The CPUC also fails to
   address the possible settlement of the current chromium
   litigation. It is conceivable that a portion of the $160
   million in estimated liability on the chromium claims will be
   settled prior to the Plan Effective Date. If these claims are
   settled before January 31, 2003, then PG&E will not have
   sufficient cash resources to pay these claims in the ordinary
   course, and will have to access the capital market to finance
   this cash outlay.

   Lastly, the reinstatement is neither a legal nor practical
   option for the $333 million in mortgage bonds maturing before
   January 31, 2003.

   Accordingly, unless PG&E obtains investment grade credit
   status, it simply is unlikely that any of this indebtedness
   can be refinanced or reinstated and, in any event, the total
   is overstated by about $1 billion.

                Investment Grade Credit Status

The Committee believes that the cost differential between
investment grade and non-investment grade debt may in and of
itself dictate the difference between the success or failure of
reorganized PG&E.

The term "investment grade" is widely recognized to include
those debt issuances that receive a rating of at least BBB- from
Standard & Poor's and/or Baa-3 from Moody's Investor Service.
Investment grade defines a market within which buyers and
sellers of debt are plentiful, capital flows efficiently and the
cost of credit is highly competitive. A non-investment grade
credit rating will cause a borrower's debt to become high yield
or "junk debt." Within this much smaller market of buyers and
sellers, capital is less efficient, credit is far less
plentiful, interest rates are higher and demand is more

The Committee envisages the Impact of a Non-Investment Grade
Credit Rating as follows:

   If PG&E emerges from bankruptcy without achieving an
   investment grade credit rating, its cost of capital will
   require a substantial (between 300 and 1,000 basis points)
   premium over investment grade debt.

   Higher interest rates are problematic for a number of

   Under any realistic plan to reorganize PG&E, the Committee
   believes that PG&E must raise new capital and likely issue
   securities to PG&E's creditors in exchange for old debt (the
   Creditor Debt). The Committee assumes that both new debt and
   Creditor Debt will be priced at par and will be identical in
   all material terms. The only major variable that can be
   adjusted to attract buyers is the coupon rate of interest.
   The Committee also assumes that many, if not most, creditors
   will want to liquidate their securities immediately upon the
   Plan Effective Date. Buyers of the new debt will be concerned
   about a flood of Creditor Debt on the secondary market and
   will demand an interest rate above the market to ensure that
   the new debt trades at or above par after the issuance.

   Even with the higher-than-market interest rate, it is
   unlikely that there is sufficient capacity in the high-yield
   market to complete a debt issuance large enough to finance
   PG&E's reorganization. That market, which has much less depth
   than the investment grade market, is much less liquid and can
   absorb only a finite amount of debt at a time. Just the
   specter of that result renders the CPUC Plan not feasible and

   A second problem with higher interest rates arises in the
   context of the current CPUC electricity rate structure,
   assuming it is reliable. PG&E's cash flow from operations may
   not be sufficient to meet debt service requirements at the
   interest rates that non-investment grade buyers will demand.
   This problem also would make the CPUC Plan not feasible.

   PG&E spends more in capital expenditures than its annual
   depreciation and amortization costs. Much of its capital
   expenditures currently is paid using operating income or
   short-term borrowings. To the extent PG&E cannot obtain an
   investment grade credit rating, the higher costs of its debt
   will limit its cash flow from operations to fund capital
   expenditures. In the alternative, it will have to access the
   capital markets with additional, high-yield (junk) debt
   adding to its interest cost burden.

   Finally, in order for PG&E to meet its customers' needs and
   resume its power procurement, i.e., the net open position
   (the "NOP"), and resume purchasing power through the
   California Independent Systems Operator (the ISO), it must be
   "creditworthy." In the eyes of FERC and pursuant to FERC
   tariff, a participant is deemed creditworthy if it: (1) is
   assigned an investment grade credit rating by one of the
   nationally-recognized rating agencies; or (2) posts
   collateral sufficient to cover its trades. Assuming PG&E is
   incapable of meeting the first criteria, the Committee must
   conclude that PG&E will be required to post sufficient
   collateral to transact through the ISO. This posting will
   reduce the unencumbered assets of PG&E and further limit
   PG&E'S ability to finance its business. Therefore, the
   Committee assumes that the only viable way for PG&E to meet
   the creditworthiness standard is to achieve an investment
   grade credit rating. Absent an investment grade credit
   rating, the Committee does not believe that PG&E will be able
   to resume servicing the NOP.

   Given the current California regulatory and legislative
   environment, the rating agencies have made it clear that any
   debt issuance dependent on a CPUC regulated stream of revenue
   for repayment will not immediately receive an investment
   grade credit rating. The instability of the California energy
   market creates a troubling dynamic on Wall Street:
   uncertainty. Asked to opine on securities that are subject to
   unpredictable regulatory rulemaking, a rating agency's
   concern is understandable.

   In order to have an investment grade credit rating, the
   Committee has concluded that PG&E needs to earn retail rates
   that allow them to recover the wholesale cost of energy. The
   Committee believes that this can only happen through a track
   record of decisions from the CPUC that allow PG&E to achieve
   investment grade characteristics as determined by the rating

   Clearly, FERC's definition of creditworthiness focuses, in
   part, on the rating agencies' assessment of credit quality
   and the presence of investment grade credit ratings.

   The Committee quotes from a number of press releases:

       -- a press release dated February 14, 2002, a S&P utility
   analyst recently says: "If the CPUC plan is adopted, future
   credit quality will hinge upon the CPUC's establishment of a
   clear track record of regulatory decisions that translates
   into strong and predictable cash flows following the
   conclusion of the bankruptcy proceedings and the end of
   bankruptcy court oversight."

       -- in a July 13, 2001 commentary, Richard W. Cortright of
   S&P stated: "The electric utility industry has historically
   been stable from a credit point of view, precisely because of
   the regulatory underpinning of its business, which has
   provided utilities with rate levels sufficient to support
   healthy balance sheets and enable ready access to capital
   markets. With few notable exceptions, bondholders have been
   well served by regulatory and political support for the
   financial well-being of those companies. But PG&E . . .
   completely lacked such support over the past year, as
   manifested by a stubborn and prolonged resistance to remedial
   action despite imminent insolvency."

       -- the October 9, 2001 press release issued by Moody's in
   assessing PG&E's Plan says: "Moody's believes that should the
   POR be approved as currently outlined, the ratings of Pacific
   Gas and Electric Company and the ratings of the generation,
   electric transmission and, nature gas transmission
   subsidiaries of PG&E Corporation would each, in all
   likelihood, be rated investment grade."

       -- In a January 17, 2002 statement, S&P observed that:
   "...Standard and Poor's has concluded that if the plan is
   implemented as proposed and within the contemplated time
   frame, each of the four companies to succeed PG&E is capable
   of achieving investment-grade ratings that are in the 'BBB'
   crating category."

       -- The January 17, 2002 statement further states that:
   ". . . CPUC action that facilitates the recovery of those
   [wholesale power] costs through the electric and gas
   distribution utility's retail rates is critical to Standard
   and Poor's ability to ultimately assign investment-grade
   ratings to the successor companies."

In drawing its conclusions, the Committee notes the "Outlook"
that S&P assigned to the Edison International debt rating in its
February 8, 2002 press release: "... The future credit quality
of Edison International depends in large part on the resumption
of dividends from SCE and it is critical to Edison
International's credit quality that the CPUC not frustrate SCE's
ability to make such dividend payments ..."

With respect to Southern California Edison, the Committee notes
that although a number of parties have looked at SCE's agreement
with the CPUC as a viable option to reorganize PG&E,
unfortunately, the SCE approach will not work for PG&E, given
that PG&E and SCE are fundamentally different companies with
very different capital structures, energy costs, and financing
requirements. The Committee notes, "SCE has more headroom in
rates it charges its customers and much less debt than PG&E,
thus it builds cash faster than PG&E and uses less cash to
service and repay debt. As a result, whether SCE is immediately
qualified for investment grade credit status is less important
than is the case for PG&E. SCE has sought a $1.5-$1.7 billion
syndicated bank financing to support its efforts to reorganize.
SCE's secured debt is currently rated BB by S&P and carries a
provisional rating of Ba-2 from Moody's. This rating is several
grades below investment grade. The proposed SCE financing, while
secured by assets of SCE, has received an indicative rating of
BB. Unfortunately, such a non-investment grade and relatively
small commercial financing will not cover PG&E's financing needs
under the CPUC Plan."

The Committee does not believe that the commercial lending
market is deep enough to absorb a single credit of PG&E's size,
whether or not it is investment grade. It is not a pricing
issue, but rather a market size and market access issue, the
Committee opines. (Pacific Gas Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

PILLOWTEX CORP: Revisions to Joint Plan & Disclosure Statement
Pillowtex Corporation and debtor-affiliates present these
changes in their amended joint plan and disclosure statement:

-- Changes to Corporate Structure:

  (a) the cancellation of each share of Old Common Stock of
      Pillowtex and Old Preferred Stock of Pillowtex;

  (b) the Pillowtex Merger;

  (c) the distribution of New Common Stock and New Warrants to
      holders of certain Allowed Claims; and

  (d) the liquidation or consolidation of certain of Pillowtex's

-- The Plan provides that holders of certain Allowed Secured
   Claims will:

  (a) have their Claims paid in full or Reinstated, or

  (b) will receive cash equal to the value of the collateral
      securing their Claims and an Unsecured Claim for the

-- Shares of Old Common Stock of Pillowtex and Old Preferred
   Stock of Pillowtex outstanding immediately prior to the
   Effective Date will be canceled on the Effective Date and
   holders of those Interests will receive no distributions
   under the Plan.

-- The Effective Date is assumed to occur on June 28, 2002 -- a
   day earlier than the previously proposed Effective Date.

-- Class 4, which consists of certain Secured Claims against the
   Debtors, has now been subdivided into seven Divisions.

-- For purposes of estimating the percentage recovery for Class
   6, it is assumed that:

  (a) Class 6 accepts the Plan, and

  (b) all creditors in Class 6 share in the distributions in
      respect of Class 6 on a Pro Rata basis; however:

       (i) if Class 6 does not accept the Plan, the percentage
           recovery for holders of Overline Facility Claims and
           Aircraft Lease Claims and holders of Old 6%
           Debentures and Old Senior Subordinated Notes will
           differ as a result of the subordination rights of
           holders of Overline Facility Claims and Aircraft
           Lease Claims against holders of Old 6% Debentures and
           Old Senior Subordinated Notes; and

      (ii) whether or not if Class 6 accepts the Plan, the
           percentage recovery for holders of Old 6% Debentures
           and Old Senior Subordinated Notes will differ as a
           result of the State Street Settlement.

  In addition, the percentage recovery for creditors in Class 6
  could differ if the estimates of the Allowed Claims in Class
  6, despite the Debtors' reasonable best efforts, proves to be

-- It is assumed that:

   (a) the New Common Stock to be distributed to the holders of
       Claims under the Plan will have an estimated aggregate
       value of approximately $200,100,000 or $10.76 per share,
       as of the Effective Date, based upon the midpoint of the
       range for assumed reorganization value of the Reorganized

   (b) the New Warrants to be distributed to holders of Allowed
       Claims under the Plan will have an estimated aggregate
       value of approximately $7,900,000 or $2.24 per New
       Warrant, as of the Effective Date, based upon a computed
       theoretical value for such New Warrants; and

   (c) that Class 6 accepts the Plan.

-- The Debtors estimate that the Administrative Claims will
   aggregate approximately $32,000,000 as of the Effective Date,
   excluding accounts payable and other accrued expenses.

-- Holders of Administrative Claims with respect to the
   Designated Post-Petition Loans deemed to have been made under
   the DIP Order will not be required to file or serve any
   request for payment of Administrative Claims.

-- Each Indenture Trustee must submit to the Reorganized Debtors
   appropriate documentation in support of the fees and expenses
   incurred within 10 days after entry of the Confirmation
   Order. The estimate of fees and expenses may include,
   projected fees and expenses relating to surrender and
   cancellation of notes, distribution of securities and fees
   and expenses expected to be incurred in connection with
   obtaining Bankruptcy Court approval of the fees and expenses.  
   An appropriate motion should also be filed with the Court no
   later than 30 days after the Effective Date.

-- Each holder of an Allowed Administrative Claim with respect
   to the Designated Post-Petition Loans deemed to have been
   made under the DIP Order will receive an Exit Term Loan Note
   in an amount equal to the amount of such Allowed
   Administrative Claim, and as required by Section 1129 of the
   Bankruptcy Code, will have to consent to such treatment on
   the condition the Plan is confirmed.

-- The Debtors estimate that the Priority Tax Claims will
   aggregate approximately $3,100,000 as of the Effective Date.

-- Among the conditions to Confirmation and the Effective Date
   is that the Order must be reasonably acceptable to the
   Debtors and Bank of America as administrative agent to the
   lenders under the Pre-petition Revolving Credit Agreement and
   the Pre-petition Term Credit Agreement.

-- Debtors' review and reconciliation of the proofs of Claim
   Filed against the Debtors is nearly complete.

-- As of February 22, 2002, the Debtors had consummated sales
   under the Miscellaneous Asset Sales Order aggregating
   approximately $4,400,000 in proceeds received.

-- If accepted by Class 6, the Plan embodies a settlement of
   potential actions against the Pre-petition Lenders and
   certain unsecured creditors.  Potential fraudulent transfer
   actions and other actions may exist against the Pre-petition
   Lenders and potential preference actions may exist against
   certain unsecured creditors. The potential fraudulent
   transfer actions against the Pre-petition Lenders include
   actions to recover certain amendment and waiver fees paid by
   the Debtors pre-petition and to avoid the guarantees given by
   certain of the Debtors to the Pre-petition Lenders in
   connection with the Debtors' acquisitions of Fieldcrest
   Cannon and Leshner.

   Other potential actions against the Pre-petition Lenders
   include an action to challenge the Pre-petition Lenders'
   liens against certain manufacturing facilities in Phenix
   City, Alabama and Columbus, Georgia. The potential preference
   actions against unsecured creditors include actions against
   Credit Suisse First Boston for amounts paid pre-petition in
   respect of Old 6% Promissory Notes and other amounts paid to
   unsecured creditors within 90 days of the Petition Date.

   If accepted by Class 6, the Plan will be deemed to release
   all these claims as of the Effective Date. (Pillowtex
   Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    

PILLOWTEX: Begins Filling 200 Positions at Kannapolis Facilities
Pillowtex has begun filling approximately 200 positions at its
facilities in Kannapolis.  The Company hopes to staff the
positions by rehiring workers laid off in previous restructuring
efforts affecting Plant One and Plant Four in Kannapolis.  So
far, 47 people have been rehired for these positions.  The
openings are due in part to the decision to relocate operations
from Columbus, Ga. and Phenix City, Ala., to Kannapolis as part
of its effort to improve efficiencies throughout its
manufacturing operations.

Allen Oakley, Pillowtex executive vice president of
manufacturing operations said, "We are glad to be able to rehire
some of the people who were impacted by previous layoffs in
Kannapolis.  However, we realize that while the news of 200 new
positions in Kannapolis is positive for our employee base in
this community, our employees in Phenix City and Columbus are
facing the loss of jobs which is always a difficult time."

Since filing for Chapter 11 reorganization in November 2000,
Pillowtex has taken steps to eliminate manufacturing
overcapacity and maximize efficiency by consolidating and
relocating some of the Company's operations.  These actions are
consistent with the Plan of Reorganization filed with the U.S.
Bankruptcy Court.

Pillowtex Corporation (OTC Bulletin Board: PTEXQ), with
corporate offices in Kannapolis, N.C., is one of America's
leading producers of household textiles including towels,
sheets, rugs, pillows, mattress pads, feather beds, comforters,
and decorative bedroom and bath accessories.  The Company's
brands include Cannon, Fieldcrest, Royal Velvet, Charisma and
private labels.

Pillowtex currently employs 9,200 people in its network of
manufacturing and distribution facilities in the United States
and Canada.

DebtTraders reports that Pillowtex Corp.'s 10% bonds due 2006
(PTX2) (an issue in default) are trading between 0.5 and 0.75.  
real-time bond pricing.

POLAROID CORP: Retirees' Committee Taps EO as PR Consultants
The Official Committee of Retirees appointed in Polaroid Corp.'s
chapter 11 cases seeks the Court's authority to retain Effective
Organizations as its communications consultant.

The Retirees' Committee believes its employment of Effective
Organizations is necessary to help facilitate the stream of
communications with various people and entities, including other
Polaroid employees, government officials, the media and the
general public interested in the case.

Karl V. Farmer, Chairman of the Committee, explains that
Effective Communications is appropriate for the position because
the firm "specializes in developing communications strategies
targeted to a variety of constituencies, with a particular
specialty in employee communications". In fact, Michele M.
Jalbert, the sole proprietor of Effective Communications, has
more than 20 years of communications experience, including 4
years as Director of Employee Communications at Polaroid.

As communications consultant, Effective Communications will:

  (a) develop and implement communications programs and related
      strategies and initiatives for communications with the
      Retiree Committee and other Polaroid employees, government
      officials, the media, and the general public to assist the
      Committee in presenting a coherent, consistent message;

  (b) coordinate with the Committee and its counsel to develop a
      consistent public statements regarding the investigation
      of the issues and litigation strategy;

  (c) coordinate with Greenberg to develop communications with
      the Committee regarding the complex legal issues related
      to the termination of benefits, pension plans, the
      Bankruptcy Code and ERISA;

  (d) facilitate communications between the Retiree Committee
      and Greenberg relating to the comprehension of the various
      Polaroid pension and retirement savings plan;

  (e) prepare press releases and other public statements for the
      Retiree Committee;

  (f) organize press events and meetings with constituent

  (g) maintain, update and serve as the Webmaster of the Retiree
      Committee's website,, in order to
      provide updates and communications from the Retiree
      Committee to thousands of other Polaroid retirees;

  (h) prepare other forms of communication to the Retiree
      Committee's key constituents and the media; and

  (i) perform such other communications consulting services as
      may be requested by the Retiree Committee and Greenberg.

According to Ms. Jalbert, the costs of the communications
consulting services that the Retiree Committee will require EO
to render cannot be estimated.  Ms. Jalbert's current hourly
rate is $150. On top of that, Effective Communications shall
seek reimbursement of the actual and necessary expenses such as
photocopies, facsimiles, courier service, telecommunications,
travel, photography, third party vendor services, and any other
incidental costs.

Ms. Jalbert assures the Court that Effective Communications does
not hold any interest adverse to the Debtors, their estates,
their creditors, or any other party in interest in the matters
for which Effective Communications is proposed to be retained,
except that:

  (a) Ms. Jalbert is currently owed $5,102 in severance payments
      from the Debtors of the period of July 14, 2001 through
      October 15, 2001. If the employment is approved, Ms.
      Jalbert will withdraw the severance claim and renounce
      any entitlement to other severance payments owed or still
      owing from Polaroid Corporation;

  (b) As of January 15, 2002, Ms. Jalbert owns 1,759 in
      equivalent shares in the Polaroid stock fund within her
      regular 401(k) plan; and

  (c) As of September 20, 2001, Ms. Jalbert owned 1,831 in
      equivalent shares in the Polaroid ESOP and liquidated by
      year-end of 2001.

Furthermore, Ms. Jalbert tells Judge Walsh that Effective
Communications has no connection with the US Trustee or any
person employed in the Office of the US Trustee in the District
of Delaware. (Polaroid Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PREMCOR REFINING: S&P Still Keeping Watch on Low-B Ratings
The 'BB-' ratings on Port Arthur Finance Corp., Premcor Refining
Group Inc., and parent company Premcor USA Inc. remain on
CreditWatch with developing implications where they were placed
on April 13, 2001. The continuation of the CreditWatch listing
reflects Premcor's announcement that it is closing its 70,000
barrel per day refinery in Hartford, Illinois.

Premcor is closing its Hartford refinery because the investment
required to meet stringent Tier II fuel specifications is
expected to be uneconomical. Standard & Poor's anticipated that
Premcor was likely to shut down this refinery in light of these
investment requirements and did not incorporate the refinery's
contribution to either EBITDA (about $60 million of annual
EBITDA based on midcycle margins) or free cash flow in its
projections of Premcor's future performance. While the loss of
the refinery operations should cause EBITDA-to-interest to
temporarily worsen, the company's free cash flow-to-debt ratio
should remain largely unchanged in 2003-2005. In 2002, Premcor's
free cash flow should actually improve significantly from the
closure, as Premcor will largely stop investing in the refinery;
in its prior plan, Premcor was likely to outspend the projected
cash flow from the refinery.

Premcor is expected to take a pretax charge to earnings of
approximately $120 million, due to the planned discontinuation
of operations. While Standard & Poor's expects that this charge
may cause Premcor to violate the net worth covenant in its bank
credit facility, Standard & Poor's anticipates that Premcor will
receive a waiver as the refinery is not an element of the
collateral package securing the facility and Premcor received a
similar waiver when it closed its Blue Island refinery in 2001.

In September 2001, Premcor announced that it filed a
registration statement with the U.S. SEC in connection with a
proposed initial public offering (IPO) of common stock, which
triggered the CreditWatch listing. Standard & Poor's considers
any deleveraging or improved financial flexibility that results
from the IPO as positive for Premcor's credit quality. While the
developing CreditWatch listing indicates that Premcor's ratings
may be raised, affirmed, or lowered depending on future events,
the most probable case for an upgrade of Premcor's ratings had
been the sale of the company to a higher-rated entity. With the
company pursuing an IPO, the sale of the company is likely to be
deferred, but the company still may be upgraded depending on the
amount of funds raised in the IPO and the use of proceeds.
Ratings may be downgraded if Standard & Poor's believes that
Premcor will experience tightened liquidity caused by cyclical
factors or the company's operational performance.

The CreditWatch listing will be resolved as Premcor proceeds
toward its proposed IPO.

DebtTraders reports that Clark Oil & Refining Corp.'s 9.5% bonds
due 2004 (PRCOR2) (with Premcor USA as underlying issuer) are
trading between 82 and 85. For real-time bond pricing, see

ROTECH HEALTHCARE: S&P Rates Subordinated Debt & Bank Loan at BB
On February 28, 2002, Standard & Poor's assigned 'BB' its
corporate credit, subordinated debt, and bank loan ratings to
Rotech Healthcare Inc., formerly known as Rotech Medical Corp.,
a wholly owned subsidiary of Integrated Health Services Inc.
Proceeds from the subordinated debt and bank loan will be used
to pay a portion of the claims of senior secured creditors as
the company emerges from bankruptcy, effective with the
completion of these offerings.

The bank line is rated the same as the corporate credit rating.
It is composed of a $75 million revolving credit facility due in
five years and a $200 million term loan B due in six years. The
proposed bank lines are secured by all assets and stock in
subsidiaries. Under Standard & Poor's simulated default
scenario, which stresses cash flows, prospects for full recovery
are not likely. However, given that the loan is secured by all
assets, there is reasonable confidence of substantial recovery
of principal with some loss exposure.

The speculative-grade ratings on Orlando, Florida-based Rotech
Medical Corp. reflect its position as one of the nation's
largest providers of oxygen and other respiratory therapy
services to patients in the home, offset by risks associated
with reimbursement by government and third-party payors. Rotech
offers its services to over 100,000 patients in 47 states
through over 600 operating centers, mainly in non-urban areas.

Rotech's operating performance is currently being aided by
rational rate policy from Medicare, which accounts for 54% of
the company's business. More steady reimbursement is noteworthy,
given Rotech's dependence on Medicare and the 1998 and 1999 cuts
that effectively reduced rates on home-oxygen services by a
total of 30%. Still, uncertain pricing actions by the government
and other third-party healthcare payors will remain a risk to
the company. Indeed, more than two-thirds of the company's
revenues are dependent upon collections from Medicare, Medicaid,
and the Veterans Administration (VA).

The company has grown through rapid acquisitions and now, as an
independent company, modest acquisitions have been factored into
the current ratings. Still, Rotech's credit protection measures
are expected to be good for the rating category. Standard &
Poor's expects EBITDA coverage of interest in the 4 times to 5x
range, and funds from operations(FFO) as a percent of total debt
(adjusted for operating leases) to average in the 25% area.
Total debt to capital is expected to be balanced in the 50%


Considering Rotech's vulnerability to changes in third-party
reimbursement, Standard & Poor's expects the company to maintain
a financial profile consistent with its speculative grade

SAFETY-KLEEN: Unit Wants to Borrow $125MM Under New DIP Loan
Safety-Kleen Services, Inc., a subsidiary of Safety-Kleen
Corporation, as a Debtor and Borrower, and its wholly owned
direct and indirect subsidiaries, as Guarantors and Debtors, ask
Judge Peter Walsh to:

      (i) authorize the Debtors to obtain secured
          postpetition financing,

     (ii) authorize their entry into a second amendment
          and restatement of the previously amended and
          restated DIP Credit Facility of July 2000, and

    (iii) to grant liens and superpriority claims to secure
          the amended facility.

                 The Prepetition Credit Agreement

The Debtors are party to a certain Amended and Restated Credit
Agreement dated as of April 3, 1998, among the Company,
Holdings, Safety-Kleen (Canada), Ltd., the lenders from time to
time parties thereto, Toronto Dominion (Texas), Inc., as general
administrative agent for the Prepetition Lenders, The Toronto-
Dominion Bank, as Canadian administrative agent, TD Securities
(USA) Inc., as advisor and arranger, The Bank of Nova Scotia,
Bank of America (formerly known as Nationsbank N.A.), Bank One,
N.A. (formerly, known as the First National Bank of Chicago),
and Wachovia Bank, N.A., as managing agents, The Bank of Nova
Scotia and Bank One, N.A., as co-documentation agents, and Bank
of America, as syndication agent.  Pursuant to the Prepetition
Credit Agreement, the Prepetition Lenders made loans and other
financial accommodations to or for the benefit of the Debtors in
the aggregate principal amount of US$1,577,000,000 and issued
letters of credit in the aggregate outstanding face amount of
US$83,794,204.08. In addition, certain Prepetition Lenders based
in Canada extended C$71,892,450.07 in loans to, and letters of
credit for the benefit of, the Canadian Borrower, guaranteed by
the Debtors and secured by the Prepetition Credit Agreement and
the collateral and ancillary documents executed in that

In addition to the Prepetition Loan Documents, certain of the
Debtors entered into secured interest rate protection agreements
with certain of the Prepetition Lenders. The Company is liable
to certain Prepetition Lenders in the aggregate amount of
approximately US$70,000,000 in respect of the Interest Rate
Protection Agreements. Each Debtor is liable to the Prepetition
Lenders pursuant to its guarantee of the Prepetition

The Debtors believe that the Prepetition Obligations are secured
by valid, perfected, enforceable, first-priority security
interests granted by the applicable Debtor to the Prepetition
Agent, for the ratable benefit of the Prepetition Lenders, upon
and in substantially all of the Debtors' personal property and
certain real estate listed in the Guarantee and Collateral
Agreement (including the setoff rights described in the
Prepetition Loan Documents and arising by operation of law). All
of the Debtors' cash and the proceeds generated from the
Prepetition Collateral as of the Petition Date constitute cash
collateral of the Prepetition Lenders within the meaning of
section 363(c) of the Bankruptcy Code.

                 Existing Dip Credit Agreement

By order dated July 19, 2000, the Debtors remind Judge Peter
Walsh that he entered a Final Order Authorizing Secured
Postpetition Financing on a Superpriority Basis Pursuant to 11
U.S.C.  364, (11) Authorizing Use of Cash Collateral Pursuant to
11 U.S.C.  363, and (III) Granting Adequate Protection Pursuant
to 11 U.S.C.  363 and 364. The Existing DIP Credit Agreement is
comprised of the amended and restated debtor in possession
credit agreement approved by the Final Order, as amended.

           Pari Passu Treatment For Rittenmeyer Claims

By order dated September 5, 2001, the Debtors' obligations to
Mr. Rittenmeyer, the President, Chief Executive Officer and
Chairman of the Board of Directors of Safety-Kleen Corp., under
his employment and indemnification agreements, are granted pari
passu and pro rata treatment with the current postpetition
financing, and are granted superpriority claim status to the
same extent and superpriority as the Original DIP Lenders.

              The Amended & Restated DIP Facility

By this Motion, the Debtors seek to amend and restate the
Existing DIP Credit Agreement to:

       (i) include a new $125 million tranche of debt,
           secured by a lien in the Debtors' unencumbered

      (ii) grant the syndicate of financial institutions
           arranged by the Underwriters under the Existing
           DIP Credit Agreement a second priority security
           interest in the unencumbered property; and

     (iii) amend various terms of the Existing DIP Credit

Specifically, the Debtors seek Judge Walsh's authorization to,
among other things:

     (a) amend and restate the Existing DIP Credit Agreement
         to, among other things, reduce the existing commitment
         to $75 million and extend the Termination Date;

     (b) incorporate an additional revolving credit facility,
         called the "Tranche B Facility", up to an aggregate
         principal amount not to exceed $125 million, including
         an aggregate $50 million available for the issuance of
         letters of credit with a sublimit of $40 million to be
         available for environmental letters of credit,
         including the replacement of existing cash collateral
         support of the Schedule "B" Sites and Yellow Schedule
         "C" Sites;

     (c) grant (i) to the Tranche B Lenders a first priority
         security interest in unencumbered property and (ii) to
         the Tranche A Lenders a second priority security
         interest in such unencumbered property, in addition to
         the first priority security interests previously
         granted to the Tranche A Lenders under the Existing
         DIP Credit Agreement; and

     (d) grant the New DIP Lenders, pursuant to section
         364(c)(1) of the Bankruptcy Code, priority in payment
         with respect to the obligations under the Amended DIP
         Credit Agreement over any and all administrative
         expenses of the kinds specified in section 503(b) and
         507(b) of the Bankruptcy Code, other than (i) in
         respect of the Carve-Out (as defined in the Existing
         DIP Credit Agreement), (ii) the Rittenmeyer Claims,
         and (iii) Bank One's pari passu lien to the extent of
         any overdraft in the Borrower's cash management

                     The Debtors' Arguments

The Debtors' need for further financing is immediate. The
Debtors will not have sufficient available sources of working
capital and financing to continue to operate their business in
the ordinary course of business or operate their business and
maintain their property in accordance with state and federal law
without the additional financing contemplated by the Amended DIP
Credit Agreement. The Debtors' ability to continue to maintain
business relationships with their vendors, suppliers and
customers, to pay their more than 8,200 employees and otherwise
finance their operations, is essential to the Debtors' continued
viability. In the absence of the proposed postpetition
financing, the continued operation of the Debtors' businesses
will not be possible, and serious and irreparable harm to the
Debtors and their estates would occur by, among other things,
impairing the going concern value of the Debtors and the Debtors
ability to successfully reorganize under chapter 11 of the
Bankruptcy Code.

Accordingly, the Debtors seek to amend and restate the Existing
DIP Credit Agreement to increase the current financing
availability necessary to meet working capital needs. The
increased availability under the Amended DIP Credit Agreement
will enable the Debtors to proceed with their business and
reorganization plans and facilitate efforts to realize value for
the Debtors' estates. . Because the liens under the Prepetition
Credit Agreement encumber virtually all of the Debtors' personal
property (other than vehicles) and liens under the Existing DIP
Credit Agreement encumber all present and after-acquired
personal property, Leaseholds, and Prepetition Real Estate
Collateral (except with respect to the Elgin Loan Collateral, as
set forth in the Existing DIP Credit Agreement, the Debtors
recognized that they would be unable to obtain financing on an
unsecured administrative expense basis under sections 503(b)(1),
364(a), or 364(b) of the Bankruptcy Code. In addition, the
Debtors concluded that the New DIP Lenders possessed unique
knowledge of the Debtors' business and restructuring needs and
could provide additional postpetition financing on the most
advantageous terms.

Therefore, the Debtors concluded in their sound business
judgment that the proposal for the Amended DIP Credit Agreement
was the most favorable under the circumstances and addressed the
Debtors' working capital and letter of credit needs.  Before
determining to enter into the Amended DIP Credit Agreement, the
Debtors conducted vigorous and lengthy, arm's length and good
faith negotiations with the Administrative Agent.

             The Amended and Restated Credit Facility

Under the proposed Amended DIP Credit Agreement:

    (i) the existing $100,000,000 revolving credit facility
        will become the Tranche A Facility in an aggregate
        amount equal to $75,000,000, and

   (ii) a new revolving Tranche B Facility will be available
        in the aggregate amount of $125,000,000.

The salient terms of the Amended DIP Credit Agreement are:

Borrower:        Safety-Kleen Services, Inc.

Guarantors:      The holding company parent of the Borrower
                 and each of the Borrower's domestic

Arranger:        TD Securities (USA) Inc.

Agent:           TD Texas.

Agent:           Tyco Capital, pursuant to a Collateral Agency
                 and Intercreditor Agreement, to be negotiated
                 among the Collateral Agent, DIP Agent,
                 Tranche A Lenders and Tranche B Lenders.

Lenders:         A syndicate of banks, financial institutions
                 and other entities, including TD Texas,
                 arranged by the Arranger.

                  Existing Credit Facility
           (Tranche A After Approval And Execution
              Of Amended Dip Credit Agreement)

Type and Amount: Tranche A revolving credit facility in an
                 aggregate amount equal to $75 million,
                 currently committed under the Existing DIP
                 Credit Agreement. Except as expressly
                 provided in the Loan Documents, the terms of
                 the Tranche A Facility are expected to remain
                 the same as in the Existing DIP Credit

Availability:    The Tranche A Facility shall continue to be
                 available on a revolving basis under the
                 Amended DIP Credit Agreement, subject to the
                 then-current borrowing base, until the
                 earlier of:

                 (1) the one-year anniversary of the Closing
                     Date or

                 (2) the effective date of a plan of

Maturity:        Tranche A Termination Date.

                 New Credit Facility Tranche B

Type and Amount: Tranche B revolving credit facility in the
                  amount of $125 million;

Letters of
Credit:          A portion of the Tranche B Facility not in
                 excess of US$50,000,000 will be available for
                 the issuance of letters of credit, with a
                 $40,000,000 sub-limit to be available for
                 environmental letters of credit, including
                 the replacement of existing cash collateral
                 support of the Schedule "B" Sites and Yellow
                 Schedule "C" Sites.

                 The Borrower shall pay the DIP Agent, for the
                 account of each Tranche B Lender, a per annum
                 fee of 12% of the amount available to be
                 drawn of each letter of credit, payable
                 monthly in arrears. Customary administrative,
                 issuance, amendment, payment, processing and
                 negotiation charges will be payable to the
                 Issuing Lender for its own account.

Availability:    The Tranche B Facility shall be available for
                 draws, in maximum amounts to be determined,
                 during the period commencing on the Closing
                 Date and ending on the earlier of:

                  (1) the one-year anniversary of the Closing
                      Date or

                  (2) the effective date of a plan of

                 Availability shall be subject to a cumulative
                 monthly allowance to be agreed upon and
                 scheduled within the Credit Documentation.

Maturity:        Tranche B Termination Date.

                  Additional Payment Provisions

A.  Tranche A Facility

Extension of Termination Date Fee: The Borrower shall pay the
DIP Agent, for the account of each Tranche A Lender, a fee of
2% for extending the Termination Date under the Existing DIP
Credit Agreement.

B.  Tranche B Facility

       (a)  Interest Rate: For each Tranche B Loan made to the
Borrower, Prime Rate plus an applicable margin of 7-1/4%,
provided that the interest rate applicable to such Tranche B
Loans shall not be less than 12% per annum.  Beginning
September 11t, 2002, the applicable margin on Tranche B Loans
shall increase monthly by .5% per annum. The Borrower shall
pay the Tranche B Lenders as additional interest, paid in
kind, a fee equal to 3% of the average daily outstanding
Tranche B Loans, compounded and accrued monthly, and fully
payable upon the Termination Date, Provided that if such fee
shall not have been paid prior to September 1, 2002, the
amount of such fee shall increase each month by 1% per annum.

       (b)  Commitment Fee: The Borrower shall pay a commitment
fee calculated for letters of credit at a rate per annum equal
to 2.5% on the average daily unused portion of the Tranche B
Facility, and for cash borrowings at a rate per annum equal to
5%, payable monthly in arrears to the DIP Agent for the
account of each Tranche B Lender.

       (c)  Arranger and DIP Agent Fee: As set forth in the Fee
Letter not included in the Motion.

       (d)  Nature of Fees: All fees shall be paid in
immediately available funds from the Interest Escrow Account
and shall not be refundable under any circumstances.

       (e)  Interest Escrow Account: The Borrower shall
establish an interest escrow account, within the name of the
DIP Agent at the time of closing with an amount equal to $5
million. All fees and interest expense shall be paid from this
account for the benefit of the New DIP Lenders. On the earlier
of (x) depletion of the escrowed funds or (y) six months from
the Closing Date, an additional $5 million will be escrowed
for this same purpose.

        Common Terms Applicable To Both Tranche A Facility
                    And Tranche B Facility

      (a)  Optional Prepayments and Commitment Reductions: Same
as in Existing DIP Credit Agreement; provided, however, the
application of payments shall be made, first, to the Tranche A
Lenders and, second, to the Tranche B Lenders, as determined
pursuant to the Intercreditor Agreement and Tranche B Loans
may not be reborrowed.

      (b)  Mandatory Prepayments and Commitment Reductions:
Except with regard to the Blue Business as described in the
Loan Documents, same as in Existing DIP Credit Agreement; with
application of payments shall be made, first, to the Tranche A
Lenders (but without any reduction in the Tranche A
Commitment) and, second, to the Tranche B Lenders, as
determined pursuant to the Intercreditor Agreement.  The net
proceeds of any sale or other disposition of the assets of the
Blue business shall be applied to prepay the Tranche B Loans.

           The proceeds of the sale of the Elgin Illinois
office building and the 3E business shall be excluded from
mandatory prepayment requirements.

       (c)  Interest Payment Dates: Same as in Existing DIP
Credit Agreement.

       (d)  Collateral and Priority: Same as in Existing DIP
Credit Agreement; provided that (i) the Tranche A Lenders
shall continue to have a first-priority security interest in
encumbered assets (together with the pari passu liens
previously granted to Executive) and (ii) the Tranche B
Lenders shall have a first-priority security interest in the
Debtors' unencumbered assets and the Tranche A Lenders shall
have a second-priority security interest in such assets.

                   Documentation Matters

       (a)  Events of Default: Same as in Existing DIP Credit
Agreement, with new dates to be provided; and provided that
there shall be a 3-day grace period on all events of default
based on delivery of financial statements.

       (b)  Material Adverse Change: As defined to satisfaction
of New DIP Lenders in their sole discretion and including but
not limited to:

             (1) Failure to have presented to the Bankruptcy
                 Court a prospect to purchase certain assets by
                 April 30, 2002.

             (2) Failure to provide to the DIP Agent by
                 August 15, 2002 a detailed monthly budget for
                 the period through and including October 31,
                 2002, together with a reasonably detailed
                 estimate of the amount of exit financing that
                 would be required assuming an emergence from
                 bankruptcy on October 31, 2002, both such
                 budget and such estimate to be pro forma for
                 the sale of the Blue Business as of August 31,
                 2002 and the consummation of a plan of
                 reorganization for the Yellow Business as of
                 October 31, 2002 such monthly budget to be in
                 substantially the same format as the FY02
                 Budget or as otherwise mutually agreed to by
                 the New DIP Lenders' Financial Advisors and
                 the Company.

             (3) Failure to consummate certain asset sales
                 prior to September 30, 2002.

       (c) voting and Amendments: "Required DIP Lenders" shall
mean, as of any date of determination, DIP Lenders holding
66 2/3% of the aggregate commitments (or if the commitments
shall have terminated, 66 2/3% of all loans outstanding) as of
such date; -provided that Tranche-specific waivers and
amendments shall require only the consent (whether 66-2/3% or
unanimous, as the case may be, of the lenders in such

        (d)  Cash Collateral and Adequate Protection: Same as
in Existing DIP Credit Agreement, as modified by the
Intercreditor Agreement.

        (e)  Cash Management: Bank One may, if the Borrower is
in an overdraft position, direct the Underwriters to give a
Borrower Notice and the Underwriters shall promptly comply
therewith; whereupon Bank One shall have a pari passu lien in
all funds transferred to such account for such overdraft.

David S. Kurtz, Esq., at Skadden Arps Slate Meagher & Flom LLP,
argues that this Amended Credit Agreement is "clearly for the
benefit of the Debtors' estates and creditors, for it is the
sole means of preserving and enhancing the Debtors' going-
concern value."  With this credit, the Debtors will be able to
continue to obtain goods and services in connection with their
operations, pay their employees, and operate their businesses in
order to preserve the going-concern value of their businesses
for the benefit of all concerned.  The additional financing
also will allow the Debtors to continue to issue letters of
credit necessary for insurance, performance bonds, and financial
assurance, as needed.

In addition, the availability of credit under the Amended DIP
Credit Agreement should give the Debtors' vendors and suppliers
the necessary confidence to continue ongoing relationships with
the Debtors, and be viewed favorably by the Debtors' employees
and customers and thereby help promote the Debtors' successful
reorganization.  Indeed, without the financing provided for in
the Amended DIP Credit Agreement the Debtors will not be able to
meet their existing operating expenses, will suffer irreparable
harm, and their entire reorganizational effort will be
jeopardized.  Accordingly, Judge Walsh should authorize the
Debtors to obtain this postpetition financing on the terms

Lawyers at Simpson, Thacher & Bartlett serve as counsel to the
Arranger and the DIP Agent.

Judge Walsh will convene a hearing on this matter on March 8,
2002 at 3:30 p.m. in Wilmington. (Safety-Kleen Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

SWAN TRANSPORTATION: U.S. Trustee Appoints Creditors' Committee
The United States Trustee appoints these creditors to serve on
the Unsecured Creditors' Committee in the Chapter 11 case of
Swan Transportation Company:

     A. Regina L. Beard, c/o John Fabry, Esq.
        Williams Bailey Law Firm, L.L.P.
        8441 Gulf Freeway, Suite 600
        Houston, TX 77017-5001
        Tel: 713-230-2200      Fax: 713-643-6226

     B. Kate Helen Alford, c/o Russell W. Budd, Esq.
        Baron & Budd, P.C.
        3102 Oak Lawn Avenue, Suite 1100
        Dallas, TX 75219-4281
        Tel: 214-521-3605      Fax: 214-520-1181

     C. Oscar Leon Bell, c/o Jimmy M. Negem, Esq.
        Negem, Bickhams & Clark
        440 South Vine, Tyler, TX 75702
        Tel: 903-595-4466      Fax: 903-593-3266

     D. Melvin Hampton, c/o Bruegger & McCullough, P.C.
        5477 Glen Lakes Drive, Suite 209, LB 12
        Dallas, TX 75231
        Tel: 214-365-9000      Fax: 214-365-9003

     E. Robert McCloud, c/o Shelton Smith & Associates
        909 Fannin, Suite 3850
        Houston, TX 77017
        Tel: 713-659-2727      Fax: 713-659-2813

Swan Transportation Company filed for chapter 11 protection on
December 20, 2001. Tobey Marie Daluz, Esq., Kurt F. Gwynne, Esq.
at Reed Smith LLP and Samuel M. Stricklin, Esq. at Neligan,
Tarpley, Stricklin, Andrews & Folley, LLP represent the Debtor
in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated assets and
Debts of more than $100 million.

TELESYSTEM INT'L: Slashes Debt by $700MM After Recapitalization
Telesystem International Wireless Inc., (NASDAQ: TIWI)(TSE: TIW)
said it has completed its Units issuer bid. This caps a nine-
month recapitalization process during which TIW has reduced its
corporate debt by nearly US$700 million.

"The issuer bid for the Units completes TIW's recapitalization
process initiated in early May 2001. By seeking a consensual
route to achieve its recapitalization, TIW has shielded its
operations from a lengthy court directed process and the value
of the underlying assets has been unaffected. Not only has TIW
achieved one of the most important de-leveraging exercises in
the telecommunications sector, it has done so while continuing
to record strong operational results. TIW is now in a strong
financial and operational position," said Bruno Ducharme,
President and Chief Executive Officer of TIW. "We acknowledge
the support of our stakeholders in this process, as well as the
dedication and perseverance of our employees."

                    Units Issuer Bid Results

A total of 73.5% of Units, including Units taken up and paid for
on February 5, 2002, were tendered under the Company's purchase
offer. TIW has taken up and paid the Units tendered to the
amended offer. As a result, TIW's economic ownership in
ClearWave has increased from 45.5% to 85.6%.

A total of 33.7 million Units, including Units taken up and paid
for on February 5, 2002, were tendered under either the Mixed
Option or the Share Option. As a result, and taking into account
supplemental purchase privileges and financing commitments of
Unit holders under the Master and Purchase Agreement, TIW
received approximately US$ 42.5 million and issued a total of
approximately 254.1 million subordinate voting shares and
special warrants. TIW also issued approximately 8.5 million
March 2003 warrants. Each 2003 warrant will allow the holder to
purchase one subordinate voting share of TIW at a price of CDN$
1.59 at any time until March 31, 2003. Approximately 75% of
Units tendered by holders other than Telesystem Ltd and Capital
Communications CDPQ Inc., were tendered under the Share Option.
A total of approximately 12.1 million Units remain outstanding.

Of the US$42.5 million financing offered to Unit holders,
approximately 93% was subscribed by Telesystem and Capital

                Overview of TIW's Recapitalization

TIW's recapitalization took the form of various initiatives
beginning in the second quarter of 2001. These initiatives have
produced the following outcomes:

     1. Corporate debt reduction of nearly US$ 700 million TIW's
balance sheet has been significantly de-leveraged through the
following debt reduction initiatives:

          --  Debt reduction of approximately US$300 million
through the consensual restructuring of its 13.25% 2007 and
10.5% 2007 senior discount notes in exchange for 14% 2003 senior
guaranteed notes;

          --  Debt reduction of approximately US$ 300 million in
7.75% convertible debentures, including accrued and unpaid

          --  Debt reduction of approximately CDN$ 149 million
(US$95 million) of 7.00% Equity Subordinated Debentures.

     2. Increase in TIW asset base

     Through the Units issuer bid and a private placement, TIW
increased its asset base and improved its liquidity position as

          --  TIW's economic ownership in its most significant
asset, ClearWave, has almost doubled from 45.5% to 85.6%. Based
on September 30, 2001 figures, this increased economic ownership
in ClearWave translates into an additional 470,000 proportionate

          --  TIW has completed a private placement of US$ 66.7
million and amended its senior secured corporate facility to
provide for extensions to December 2002.

     3. Conversion of multiple voting shares

     Through the restructuring, TIW eliminated its multiple
voting shares:

          --  All the multiple voting shares 100% owned by
Telesystem have been converted into subordinate voting shares;

          --  Telesystem has a 25.6% equity interest in TIW. The
other principal shareholders of TIW are Capital Communications
with 13.0%, an affiliate of Hutchison Whampoa Limited with
15.5%, and affiliates of J.P. Morgan Partners LLC with 23.3% of
equity. Capital Communications, the affiliate of Hutchison
Whampoa Limited and affiliates of J.P. Morgan Partners LLC hold
their equity interest in the form of subordinate voting shares
and of special warrants. The special warrants are convertible
into subordinate voting shares or non-voting preferred shares
convertible into common equity.

In conjunction with the execution of its recapitalization plan
and in order to protect the value of its other assets, TIW
decided on July 27, 2001, to discontinue its financial support
to its 80% subsidiary, Dolphin Telecom plc. Dolphin had long-
term debt of US$750 million at June 30, 2001 and had incurred
operating losses before depreciation and amortization of US$ 207
million for the last twelve months prior to discontinuation.
TIW's financial situation and results of operations are no
longer impacted by those of Dolphin.

               TIW's share capital and warrants

                                     Number       Exercise price
                                     ------       --------------

Shares outstanding (1)             502.2 million         N/A
September 30, 2002 warrants          3.7 million      CDN$1.61
September 30, 2002 warrants         15.0 million       US$1.00
March 31, 2003 warrants              8.5 million      CDN$1.59
March 31, 2003 warrants              4.8 million       US$1.00
March 31, 2003 warrants              2.5 million      CDN$1.61
Total shares and warrants          536.7 million         N/A

     (1) Consisting of subordinate voting shares and special

                         TIW's Balance sheet

As a result of the recapitalization, TIW's debt at the corporate
level consists principally of US$ 202 million in 14% senior
guaranteed notes due December 2003 and of US$75 million in the
form of a senior secured corporate credit facility.

TIW is a global mobile communications operator with 4.9 million
subscribers worldwide. The Company's shares are listed on the
Toronto Stock Exchange ("TIW") and NASDAQ ("TIWI").

VALLEY HISTORIC: Case Summary & Largest Unsecured Creditors
Lead Debtor: Valley Historic Limited Partnership
             308 Hillwood Avenue
             Falls Church, VA 22046

Bankruptcy Case No.: 02-80916

Chapter 11 Petition Date: February 27, 2002

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Burke & Gorman, PLC
                  206 N. Washington Street
                  Ste. 200
                  Alexandria, VA 22314
                  Fax: 703-549-5011

Estimated Assets: $1 Million to 10 Million

Total Debts: $1 Million to 10 Million

Debtor's Largest Unsecured Creditors:

Entity                  Nature Of Claim           Claim Amount
------                  ---------------           ------------
Bartley Construction                                 $14,600

City of Staunton        Property Taxes                $9,841

Otis Elevator                                         $4,786

Dusty Ducts                                           $1,500

Michael Vayvada                                         $750

E&E Plumbing                                            $157

VELOCITA CORP: Taps Impala Partners to Assist in Restructuring
Velocita Corp., a nationwide broadband networks provider,
announced it would restructure the operations of the company.

This restructuring includes a re-sizing of the company that
reduces the nationwide Velocita workforce by 181 employees,
representing approximately 75 percent of its employees. The
company announced it would continue to serve and support its
current customer base and that it will continue the construction
of its nationwide network which is expected to be substantially
complete by the end of the year. Velocita will also continue to
sell dark fiber and various lit services.

"These are difficult times and this restructuring involved some
difficult decisions, especially in light of the tremendous
contributions made by our employees," said Buddy Pickle, chief
executive officer of Velocita. "Over the past weeks and months,
we have explored a number of options and market opportunities,
and have taken other aggressive actions to control costs in
light of the current economy. [Thurs]day's difficult move, which
is necessary, represents the next step in that ongoing process."

The company continues to explore its strategic alternatives and
also announced that it has added Impala Partners LLC to its team
of strategic and financial advisors. Impala Partners, based in
Norwalk, Connecticut, will take a role in advising Velocita on
strategic alternatives. The company announced last week that it
retained UBS Warburg LLC to assist in a review of strategic

Velocita Corp. -- based in the  
greater Washington, D.C. area, is a nationwide broadband
networks provider serving communications carriers, Internet
service providers, and corporate and government customers.
Founded in 1998 as a facilities-based provider of fiber optic
communications infrastructure, Velocita has agreements with AT&T
to construct approximately half of AT&T's nationwide next
generation fiber optic network of the future. These construction
agreements with AT&T serve as the foundation for Velocita,
formerly known as PF.Net, to grow and expand its own network, as
well as add service offerings. Cisco Systems, Inc. provides all
the optical and IP equipment to power Velocita's nationwide
network. The Velocita network, currently expected to be
substantially completed in 2002, will pass through 175
metropolitan areas including 40 of the top 50 MSAs, as well as
most tier two and tier three markets.

At September 30, 2001, the company's balance sheet showed a
total shareholders' equity deficit of $129 million.

W.R. GRACE: PD Committee Signs-Up Hilsoft as Notice Expert
Undaunted by W. R. Grace & Co.'s objections to their various
applications to retain professionals in these chapter 11 cases,
Darrell Scott as designee of Mr. Marco Barbanti, Co-Chairman,
and Daniel Speights as designee of Anderson Memorial Hospital,
Co-Chairman, on behalf of the Official Committee of Asbestos
Property Damage Claimants, ask Judge Fitzgerald to approve their
retention of Hilsoft Notifications, the operating unit of
Hilsoft, Inc., nunc pro tunc to July 9, 2001, as a notice

The Committee has employed Hilsoft under the Court's June 22,
2001, Order authorizing parties to employ experts without
separate application and the Committee's lawyers have been
including Hilsoft's charges on its monthly and quarterly interim
fee applications as a line item.  Recently, however, the United
States Trustee has informally voiced concerns to counsel to the
PD Committee about the propriety of the Debtors and any official
committee retaining experts without separate application and
order.  Accordingly, the PD Committee makes this formal
application to retain Hilsoft and asks that it be approved
retroactively to when Hilsoft first rendered services to the

Hilsoft, based in Souderton, Pennsylvania, is a consulting firm
that specializes in designing, developing, analyzing and
implementing legal notification plans, including ensuring the
overall effectiveness of legal notification efforts by
statistically quantifying and documenting the exposure to notice
among potential claimant audiences, analyzing qualitative and
other measures of notice plan adequacy.  In particular, Hilsoft
has been a qualified expert in the area of adequacy of
notification in chapter 11 and mass-tort cases such as In re
Babcock & Wilcox Co. et al, (asbestos litigation); In re Dow
Corning Corporation (silicone implant litigation); In re
Holocaust Victims Assets Litigation; St. John v. American Home
Products (Fen-Phen and Redux litigation); and Barbanti v. W. R.
Grace (Zonolite litigation).

                        The Services

Hilsoft will render consulting services for the PD Committee as
needed throughout the course of these chapter 11 cases,

     (a) Analyzing and responding to the Debtors' proposed
         notification plan;

     (b) Analyzing and responding to proposed notice materials,
         including, without limitation, print and television

     (c) Assessing proposals made by the Debtors and other
         parties, including without limitation proposals from
         other creditors' committees;

     (d) Assisting the PD Committee in negotiations with various

     (e) Rendering expert testimony as required by the PD
         Committee; and

     (f) Such other advisory services as may be requested by the
         PD Committee from time to time.

Hilsoft will bill for services at its customary hourly rates:

          Position                            Hourly Rate
          --------                            -----------
      President                                   $ 350
      Senior Planners                             $ 275
      Planners                                    $ 225
      Administrators                              $ 125
      Managers                                    $  95

In support of the Application, Todd B. Hilsee, Hilsoft's
President, avers to Judge Fitzgerald that his firm is
"disinterested" and has no relationships with any party in
interest in these cases in the matters for which employment is
sought, except that Hilsoft has worked with the Debtors' main
bankruptcy counsel, Kirkland & Ellis, to plan and implement a
neutral bar date notice program in the Babcock & Wilcox
bankruptcy.  Hilsoft also worked with PD Committee member law
firms Lukins & Annis, and Lieff Cabraser Heimann & Bernstein to
design and implement a neutral notification program in
connection with class certification in the Barbanti v. W. R.
Grace case.

Mr. Hilsee suggests that, given the large number of creditors
and interested parties in these cases, it is possible that
Hilsoft has rendered services to other interested parties, or
may do so in the future.  However, none of these past or
prospective relationships have or will have any connection with
these chapter 11 proceedings. (W.R. Grace Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WILLIAMS COMPANIES: Taking Cautions to Cushion WCG's Bankruptcy
The Williams Companies Inc. (triple-'B'-plus/Watch Negative) is
taking steps to minimize the effects of a potential bankruptcy
filing by its former subsidiary, Williams Communications Group
Inc. (WCG; double-'C'/Watch Negative).  Williams' rating remains
on CreditWatch with negative implications. The potential
bankruptcy of WCG would require Williams to honor its contingent
obligations on the $1.4 billion share trust notes and its
guarantee of the $750 million synthetic lease, both direct
obligations of WCG. Currently, Williams is working with WCG
share trust noteholders by pursuing a consent solicitation to
confirm Williams' obligation to pay the interest and principal
under the current schedule and eliminate certain trigger events.
"This plan would significantly reduce the stress that such
liquidity demands would place on Williams' credit quality," said
Standard & Poor's analyst Jeffrey Wolinsky.

Williams, in response to WCG's announcement that it may seek
bankruptcy protection if efforts to restructure its balance
sheet are unsuccessful, is pursuing a variety of methods to
address near-term liquidity requirements and its long-term
financial flexibility. The share trust notes require Williams to
place equity proceeds in the related trust within 60 to 120 days
of a bankruptcy filing by WCG. These proceeds are to be used to
repay the outstanding share trust notes.

With respect to the $750 million synthetic lease, Williams may
also be able to assume the lease payment obligation on the fiber
optics line. In addition, Williams currently has $700 million of
available credit under a revolving credit facility from banks
and $1.6 billion available under its commercial paper program.
Finally, Williams has listed additional assets that may be sold.
Some of these assets may be sold directly to the Williams Master
Limited Partnership (MLP) because they provide steady cash flow-
-a requisite qualification for MLP structures. Williams Pipe
Line fits the requirement for MLP assets, and is expected to
have a market value well in excess of $800 million.

WORLD ACCESS: Plan Confirmation Hearing Scheduled for May 14
                      EASTERN DIVISION

                             :    Chapter 11
IN RE:                       :    Case No. 01 B 14633
WORLD ACCESS, INC., et al.,  :    Chief Judge
           Debtors.          :    Susan Pierson Sonderby
                             :    (Jointly Administered)

                     CONFIRMATION OF PLAN

   On February 14, 2002, World Access, Inc. and its affiliated
Debtors in the above-captioned cases (the "Debtors") and the
Official Committee of Unsecured Creditors (the "Committee")
filed their Amended Joint Plan of Liquidation (as it may be
subsequently amended, the "Plan") and a related Amended
Disclosure Statement (as it maybe subsequently amended, the
"Disclosure Statement") under Bankruptcy Code section 1125.

   After a hearing (the "Disclosure Statement Hearing") on
February 14, 2002, the Bankruptcy Court for the Northern
District of Illinois entered an order approving the Disclosure
Statement (the "Disclosure Statement Order"). . . .

   A hearing (the "Confirmation Hearing") to consider the
confirmation of the Plan will commence before the Honorable
Chief Judge Susan Peirson Sonderby in the United States
Bankruptcy Court, 219 South Dearborn, Room 642, Chicago,
Illinois at 11:00 a.m. on May 14, 2002.

    If you are the holder of a claim against one or more of the
Debtors as of February 14, 2002, and you are a member of a class
entitled to vote to accept or reject the Plan, you have received
with this Notice a Ballot form and voting instructions
appropriate for your claim.  In order for your vote to accept or
reject the Plan to be counted, you must complete all required
information on the Ballot, execute the Ballot, and return the
completed Ballot to the address indicated on the Ballot by 4:00
p.m., Central time, on march 18, 2002.  Any failure to follow
the voting instructions included with the Ballot may disqualify
your Ballot and your vote.

   Objections, if any, to the confirmation of the Plan must; (a)
be in writing; (b) state the name and address of the objecting
party and the nature of the claim of such party; (c) state with
particularity the basis and nature of any objection; and (d) be
filed, together with proof of service, with the Court (with a
copy to chambers) and served so that thy are received no later
than 4:00 p.m., Central time, on April 10, 2002 on counsel for
the Debtors (Katten Muchin Zavis, 525 West Monroe Street, Suite
1600, Chicago, IL 60661, Attn:  Mark K. Thomas), counsel for the
Committee (Cadwalader, Wickersham & Taft, 100 Maiden Lane, New
York NY 10038, Attn:  Michael Edelman, and Gardner, Carton &
Douglas, 321 North Clark Street, Suite 3400, Chicago, IL 60610,
Attn:  Jeffrey Schwartz), and the Office of the United States
Trustee (227 West Monroe Street, suite 3350, Chicago, IL 60606,
Attn:  Kathryn M. Gleason, Esq.).

   The Confirmation Hearing may be continued from time to time
without further notice other than the announcement of the
adjourned date(s) at the confirmation Hearing or any continued

                      Dated:  Chicago, Illinois
                              February 14, 2002

                              Mark K. Thomas Esq.     
                              John P. Sieger, Esq.
                              KATTEN MUCHIN ZAVIS
                              525 West Monroe Street, Suite 1600
                              Chicago, IL 60661
                              (312) 902-5200
                              Counsel to the Debtors           
                              and Debtors-in-Possession


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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
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Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

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