                              UNPUBLISHED

                     UNITED STATES COURT OF APPEALS
                         FOR THE FOURTH CIRCUIT


                              No. 05-1269



In Re:    PATHNET OPERATING, INCORPORATED,

                                                               Debtor.

--------------------

360NETWORKS (USA) INCORPORATED,

                                                Creditor - Appellant,

            versus


GORDON P. PEYTON, Chapter 7 Trustee,

                                                  Trustee - Appellee,


NORTEL NETWORKS, INCORPORATED; CISCO SYSTEMS
CAPITAL CORPORATION,

                                               Creditors - Appellees.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Leonie M. Brinkema, District
Judge. (CA-04-567; CA-04-790; CA-04-791; BK-01-12266-SSM; BK-01-
12267-SSM; BK-01-12268-SSM; BK-01-12269-SSM)


Argued:    March 17, 2006                    Decided:   April 21, 2006


Before WIDENER and TRAXLER, Circuit Judges, and Cameron McGowan
CURRIE, United States District Judge for the District of South
Carolina, sitting by designation.
Affirmed by unpublished per curiam opinion.


ARGUED: Stephen Henry Nelsen, CLINE, WILLIAMS, WRIGHT, JOHNSON &
OLDFATHER, L.L.P., Lincoln, Nebraska, for Appellant. K. Stewart
Evans, Jr., PEPPER HAMILTON, L.L.P., Washington, D.C., for
Appellees. ON BRIEF: Philip C. Baxa, Richard E. Hagerty, Vivieon
E. Kelley, TROUTMAN SANDERS, L.L.P., Richmond, Virginia, for
Appellant.   R. Timothy Bryan, DLA PIPER RUDNICK GRAY CARY US,
L.L.P.,   Reston,   Virginia,   for   Appellee  Nortel    Networks,
Incorporated; Cecily A. Dumas, Elaine Hammond, FRIEDMAN, DUMAS &
SPRINGWATER, L.L.P., San Francisco, California, for Appellee Cisco
Systems Capital Corporation; Marc D. Machlin, PEPPER HAMILTON,
L.L.P., Washington, D.C., Barak A. Bassman, PEPPER HAMILTON,
L.L.P., Philadelphia, Pennsylvania, for Appellees Gordon P. Peyton,
Chapter 7 Trustee, and Cisco Systems Capital Corporation.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).




                                2
PER CURIAM:

      360networks (USA) Incorporated (“360networks”) appeals the

order of the district court affirming an order entered by the

United States Bankruptcy Court for the Eastern District of Virginia

on January 21, 2004, and amended on March 4, 2004.      Together, those

orders granted the Chapter 7 Trustee’s Motion to Sell Assets Free

and Clear of Liens (“Sale Motion”) under Section 363 of the

Bankruptcy Code.     The district court order also affirmed the

bankruptcy court’s denial of 360networks’ motion in limine which

sought to limit the grounds on which the Trustee could challenge

amounts due 360networks.

      We review the judgment of the district court sitting in review

of the bankruptcy court de novo.      We, therefore, apply the same

standard of review as that applied to the bankruptcy court's orders

by the district court. In re Merry-Go-Round Enters., 400 F.3d 219,

224 (4th Cir. 2005).   The findings of fact of the bankruptcy court

and supplemental findings by the district court* are reviewed for

clear error, and their conclusions of law are reviewed de novo.

Id.   With these standards in mind, we affirm the decision below on

the reasoning of the district court.       360networks (USA) Inc. v.

Peyton, et al., No. 1:04-cv-567-LMB-TCB (January 19, 2005).

                                                               AFFIRMED



      *
      The district court made        findings   of   fact   relating   to
360networks’ motion in limine.

                                 3
