IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS &

AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

SECOND AND FINAL FEE APPLICATION OF BERINGEA LLC FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED AS INVESTMENT BANKER IN CONNECTION WITH THE SALES OF CERTAIN OF THE DEBTORS PLASTICS BUSINESSES FOR THE PERIOD FROM DECEMBER 8, 2006 THROUGH OCTOBER 11, 2007 Beringea LLC (Beringea), Investment Banker to the Debtors, hereby submits its Second and Final Application (the Application) for the final allowance of compensation for professional services performed by Beringea for the period from December 8, 2006 through October 11, 2007 (the

1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 0555976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 0555932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

#8629409 v1

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Compensation Period) and for reimbursement of its actual and necessary expenses incurred during the Compensation Period as set forth in its Engagement Letter, attached hereto as Exhibit B and the Retention Order attached hereto as Exhibit C, respectfully represents as follows:

1.

Beringea seeks allowance of interim compensation for professional services

rendered to the Debtors during the Compensation Period in the aggregate amount of $350,000.00 and for reimbursement of expenses incurred in connection with the rendering of such services in the aggregate amount of $11,266.16. During the Compensation Period, Beringea expended a total of approximately 1,475 hours for which compensation is requested.

2.

There is no agreement or understanding between Beringea and any other person,

other than members, associates and employees of Beringea, for the sharing of compensation received or to be received for services rendered in connection with these proceedings.

3.

Beringea, in its normal course of business, invoices its clients periodically for

retainer fees and success fees which are not based specifically on hours dedicated by its professionals to its clients projects. Beringea, in its normal course of business, does not charge clients by the hour. Thus, Beringea does not ordinarily keep time records. However, for the benefit of the Court, Beringea has recorded its time and has provided summaries of the time spent by professionals on the services provided to the Debtors during the Compensation Period, which are attached hereto as Exhibit D.

4.

Attached hereto as Exhibit E is a summary of the out-of-pocket expenses

specifying the categories of expenses for which Beringea is seeking reimbursement and the total amount for each such expense category incurred during the Compensation Period. Retention Background

5.

The above-captioned debtors (the Debtors) and their non-debtor affiliates were

leading global suppliers of automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited and Toyota SA.

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6.

On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions

for relief under chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101-1330, as amended (the Bankruptcy Code). As of the date of this Application, the Debtors have ceased operations and are liquidating their businesses. On the Petition Date, the Court entered an order jointly administering the Debtors bankruptcy cases pursuant to rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Federal Rules).

7.

On May 24, 2005, the United States Trustee appointed an official committee of

unsecured creditors (the Committee).

8.

On February 1, 2007, this Court entered an Order pursuant to sections 327(a),

328(a) and 1107(a) of the Bankruptcy Code authorizing the retention and employment of Beringea LLC as Investment Bankers for the Debtors effective as of December 8, 2006 (the Retention Order).

9.

This Application is submitted pursuant to 11 U.S.C. 330 and 331, and L.B.R.

2016-1 and 9014-1 (E.D.M.) as a request for compensation for services rendered as Investment Banker for the Debtors for the sale of certain of the Debtors Plastics Businesses for the period December 8, 2006 through October 11, 2007.

10.

Pursuant to L.B.R. 2016-1 and 9014-1 (E.D.M.), Beringea has attached Exhibit

A, a copy of a proposed Order allowing the compensation requested in this Application.

11.
information:

Pursuant to L.B.R. 2016-1 (E.D.M.), Beringea submits the following

a.

Total Amount of Fees and Expenses Requested. Beringea is seeking

approval of fees in the total amount of $350,000.00 and approval of expenses in the amount of $11,266.16 pursuant to the terms of the Engagement Letter.

b.

Time During Which Services Were Rendered. Beringea is seeking

compensation for services rendered from December 8, 2006 through October 11, 2007.

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12.

This is Beringeas final fee application. As of the date of this filing, Applicants

have received $3,869.64 for expenses representing 100% of the expenses incurred and applied for by Beringea pursuant to the First Interim Fee Application. As of the date of this filing, Beringea has earned under its Engagement Letter a total of $350,000.00 in fees, of which $328,500.00 has been received. Accordingly, Beringea is seeking approval of total fees of $350,000.00 and $11,266.16 in expenses, and authority for the Debtors to pay Beringea any unpaid amounts due under the terms of the Engagement Letter. Factual Background and Description of Services Rendered

13.

Beringea has extensive experience providing investment banking services to

troubled companies, both inside and outside of chapter 11 proceedings. Beringeas experience and efforts enabled the Debtors to sell assets and provided a true benefit to the Debtors estates. Further, Beringeas efforts were not duplicative of any of the Debtors other professionals. Beringea, mindful of the Debtors uncertain financial condition, agreed to assist the Debtors for a period of five months for a fixed fee of $350,000 (subject to upward adjustment based on sale proceeds brought in) plus reimbursement of expenses. Beringea has more than fulfilled the terms of its engagement, selling all but one of the plants for which it was responsible, and engaging in a marketing effort for the remaining plant and associated assets. Beringea believes that its services were necessary and beneficial to the Debtors and their estates, and that the fees and expenses incurred in connection with this engagement are reasonable and appropriate. Services Related to the Exterior Plastics Business

14.

In November 2006, the Debtors, in consultation with the agent for their senior,

secured prepetition lenders (the Prepetition Agent), started their initial marketing and sales efforts with respect to the assets related to the Debtors facilities in Evart, Michigan, Windsor, Ontario, Belvidere, Illinois, and St. Louis, Missouri (the Exterior Plastics Business). In particular, the Debtors contacted 72 potential financial and strategic buyers that the Debtors had identified as likely purchasers of the assets, 32 of which executed a non-disclosure agreement and received confidential information. After the

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Debtors conducted detailed discussions with these interested parties and provided additional information, six parties expressed further interest in the assets. These six parties were given management

presentations, plant tours and additional due diligence information.

15.

Due to significant historical and future operating losses and further feedback

from the interested parties, the Debtors, in consultation with the Prepetition Agent, initially concluded that the Exterior Plastics Business could not be sold as a going concern and, therefore, initially assumed that the facilities related to the Exterior Plastics Business (the Facilities) would have to be shut down. Nevertheless, in a further effort to sell the Exterior Plastics Business for the highest value and to save a significant amount of jobs, the Debtors and their advisors developed a plan that would result in selling the Exterior Plastics Business as a going concern (the Business Plan). The Debtors presented the Business Plan to the Facilities largest customer, DaimlerChrysler Company, LLC, f/k/a DaimlerChrysler Corporation (DCC), and DCC stated that it would give tentative support for the Business Plan. As a result, the Debtors presented the details of the Business Plan to the six remaining interested parties.

16.

After further discussions regarding the Business Plan, four of the six parties

continued to express interest in the purchase of the Exterior Plastics Business as a going concern and met with DCC to discuss its internal manufacturing footprint and execution of the Business Plan. None of the other parties initially contacted by the Debtors expressed any further interest in the purchase of the Exterior Plastics Business as a going concern.

17.

After additional discussions and due diligence, two of the remaining interested

parties provided letters of intent for the purchase of the Exterior Plastics Business as a going concern. Based upon the value of these bids, the Debtors and their advisors determined, in their business judgment and after consultation with the Prepetition Agent, that the offer from Ventra Evart, LLC, Ventra Belvidere, LLC, Ventra St. Louis, LLC and Ventra Assembly Company (collectively, the Purchaser) was (a) the highest and best offer received, (b) the only offer capable of satisfying current and future DCC contracts and (c) the only offer capable of maintaining the Exterior Plastics Business as a going concern and preserving a significant amount of jobs.

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18.

The Debtors then proceeded, in consultation with the Prepetition Agent, to As a result of extensive,

negotiate the terms of an asset purchase agreement with the Purchaser.

arms-length negotiations, on June 11, 2007, the Debtors and the Purchaser entered into the Asset Purchase Agreement regarding the sale of the assets related to the Exterior Plastics Business. This Asset Purchase Agreement provided that the Exterior Plastics Business would be sold for a total purchase price of approximately $10 million.

19.

The Asset Purchase Agreement was approved by this Court, and on June 30,

2007, the sale of U.S. assets related to the Exterior Plastics Business closed.

20.

On August 23, 2007, the sale of the Canadian assets related to the Exterior

Plastics Business was approved by the Ontario Superior Court of Justice. Services Related to the Precision Plastics Business

21.

In December 2006, Beringea was engaged to divest the Debtors Mississauga,

Ontario facility (Precision Plastics Business). The Precision Plastics Business designed, manufactured and shipped small to medium size injection molded components for instrument panel, HVAC and interior applications.

22.

After completion of a comprehensive management presentation and financial

package, Beringea began contacting potential buyers in January 2007. Overall, 25 parties were contacted, 20 of which signed non-disclosure agreements and subsequently received the aforementioned materials. Management presentations were conducted over a two-week period for ten of those companies and included discussion of patented designs, in-depth plant analysis and product overviews. From those meetings, six buyers scheduled visits to the facilities, with two submitting letters of intent to purchase either all or a portion of the Precision Plastics Business.

23.

Concurrent with the sale process for the Precision Plastics Business conducted by

Beringea, another investment bank retained by the Debtors was marketing the Debtors interior plastics business. Historically, the Debtors interior plastics business included the Precision Plastics Business,

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with many of the components and assemblies being shipped to other facilities of the Debtors. However, the Debtors management believed that due to the high intellectual property value, niche products and strong R&D group within the division, the Precision Plastics Business should be marketed separately. Additionally, it was believed that should the interior plastics business and the Precision Plastics Business be sold to different parties, a component supply relationship would be agreed upon between them.

24.

Although two letters of intent were presented to the Debtors with regard to the

Precision Plastics Business, they were ultimately not accepted as the assets, business and related intellectual property were instead included under a comprehensive offer to purchase the entire interior plastics business, which was accepted by the Debtor and the Prepetition Agent.

25.

The Debtors informed Beringea of the comprehensive offer for the interior

plastics business and instructed Beringea to cease its activities with respect to the Precision Plastics Business.

26.

Although the potential purchaser eventually withdrew its comprehensive offer,

the Precision Plastics Business had deteriorated to a state that did not permit Beringea to re-start its marketing efforts. Additionally, other Debtors advisors had commenced asset disposition activities related to the Precision Plastics Business

Conclusion 27.
The fees and expenses requested by Beringea in this Second and Final

Application are an appropriate award for the investment banking services provided by Beringea. Beringeas efforts have facilitated the Debtors efforts to maximize the value of their assets for the benefit of their creditors. Accordingly, Beringea believes that its services have been beneficial to the Debtors estates and that the costs incurred in connection therewith have been necessary and proper, and that the sums requested for the services rendered and the costs incurred are fair and reasonable. WHEREFORE, Beringea respectfully requests that this Court enter an Order, in the form attached hereto as Exhibit A, (a) approving and allowing, on a final basis, fees in the amount of

-7#8629409 v1

$350,000.00 and expenses in the amount of $11,266.16 in connection with services rendered as investment bankers to the Debtors for the sale of for the period December 8, 2006 through October 11, 2007, (b) authorizing the Debtors to pay Beringea all unpaid amounts due under its Engagement Letter, and (c) for such other and further relief as the Court deems necessary and appropriate.

PEPPER HAMILTON LLP By: /s/ Hannah Mufson McCollum I. William Cohen (P12016) Hannah Mufson McCollum (P67171) 100 Renaissance Center, Suite 3600 Detroit, MI 48243-1157 Telephone: (313) 259-7110 Facsimile: (313) 259-7926 Counsel to Beringea LLC. Dated: November 8, 2007

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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER GRANTING SECOND AND FINAL FEE APPLICATION OF BERINGEA LLC FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED AS INVESTMENT BANKER IN CONNECTION WITH THE SALES OF CERTAIN ASSETS OF THE DEBTORS PLASTICS BUSINESSES FOR THE PERIOD OF DECEMBER 8, 2006 THROUGH OCTOBER 11, 2007 This matter having come before the court upon the second and final application (the Application) of Beringea LLC requesting allowance of fees in the amount of $350,000.00 and reimbursement of expenses in the amount of $11,266.16 for services rendered from December 8, 2006

1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 0555976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 0555932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

#8324129 v1

through October 11, 2007 as investment bankers for the sale of certain plastics businesses of the abovecaptioned debtors (the Debtors); notice having been sent to all parties in interest; no objections having been received or filed, and a certification so stating having been filed with the Court; the Court having considered the Application, and being duly advised in the premises; now, therefore, IT IS ORDERED that Beringea LLC, investment banker to the Debtors for the sale of certain plastics businesses of the Debtors, is awarded on a final basis, fees in the amount of $350,000.00 and reimbursement of expenses in the amount of $11,266.16 for services rendered from December 8, 2006 through October 11, 2007. IT IS FURTHER ORDERED that the Debtors are authorized to pay all unpaid amounts due with respect to the fees and expenses set forth in the Application and approved in this Order.

#8324129 v1

EXHIBIT B

EXHIBIT C

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERINGEA LLC AS INVESTMENT BANKERS, NUNC PRO TUNC TO DECEMBER 8, 2006, IN CONNECTION WITH THE SALES OF CERTAIN OF THE DEBTORS PLASTICS BUSINESSES Upon the application (the Application)2 of the above-captioned debtors (collectively, the Debtors) for an order authorizing the employment and retention of Beringea LLC as their investment banker, nunc pro tunc to December 8, 2006, in connection with the sales of certain businesses in the Debtors Plastics segment, upon the terms and conditions contained in the Engagement Letter, substantially in the form of Exhibit B to the Application [Docket No. 3961]; it

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

K&E 11596595.5

appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Application and the opportunity for a hearing on this Application was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. 11 U.S.C. 101(14). 3. In accordance with 11 U.S.C. 327(a), 328(a) and 1107(a), the Debtors are The Application is granted in its entirety. Beringea is found to be a disinterested person within the meaning of

authorized and empowered to retain and employ Beringea as their investment bankers in these cases pursuant to the terms set forth in the Application and the Engagement Letter, including the indemnification and contribution provisions thereof, nunc pro tunc to December 8, 2006. 4. The Engagement Letter is approved pursuant to 11 U.S.C. 328(a) and the

Debtors are authorized to pay, reimburse and indemnify Beringea according to the terms of the Engagement Letter. 5. Beringea shall be compensated in accordance with the procedures set forth in

11 U.S.C. 330 and 331, the Bankruptcy Rules, the Local Rules and such other orders as may be entered by this Court. 6. Notwithstanding anything to the contrary in the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, any orders of this Court or any guidelines regarding submission

2
K&E 11596595.5

and approval of fee applications, Beringea and its professionals shall not be required to maintain time records for services rendered. 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application. 8. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 9. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Signed on February 01, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes 1. Chief Bankruptcy Judge

3
K&E 11596595.5

EXHIBIT D

Time Summary Project: C&A Month: December 2006 - October 2007 Name B. Josifovski K. Heckman C. Ahn Total Total Fees Average Hourly Rate $ $ Title Managing Director Director Director Hours 848.2 316.1 311.2 1,475.5 350,000 237

Fee Summary Project: C&A Month: December 2006 - October 2007 Fee Type Monthly Retainer - December Monthly Retainer - January Monthly Retainer - February Monthly Retainer - March Monthly Retainer - April Success Fee (Net of Monthly Retainers) Total Fees Earned $ $ $ $ $ $ $ 68,500 65,000 65,000 65,000 65,000 21,500 350,000 $ $ $ $ $ $ $ Fees Paid 68,500 65,000 65,000 65,000 65,000 328,500 Fees Due 21,500 21,500

$ $ $ $ $ $ $

EXHIBIT E

Expense Summary Project: C&A Month: December 2006 - October 2007 Category Airfare Conference Calls/Cell Phone Charges Duplication/Reproduction, Postage Hotel Meals Mileage Parking Rental Car Total $ $ $ $ $ $ $ $ $ Total Expenses 354.81 1,715.98 7,365.46 335.27 357.14 940.90 25.00 171.60 11,266.16 Expenses Paid $ $ $ $ $ $ $ $ $ 354.81 1,684.92 335.27 357.14 940.90 25.00 171.60 3,869.64 Expenses Due $ $ $ $ $ $ $ $ $ 31.06 7,365.46 7,396.52