IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION ----------------------------------------------------------x In re: : : 1 COLLINS & AIKMAN

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

SEVENTH AND FINAL APPLICATION OF MCDONALD HOPKINS LLC2 AS SPECIAL COUNSEL TO DEBTORS FOR A FINAL ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES -- FOR THE PERIOD FROM MAY 17, 2005, THROUGH OCTOBER 12, 2007 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: McDonald Hopkins Co., LPA Collins & Aikman Corporation1 May 17, 2005 May 17, 2005, through October 12, 2007 $974,306.75

$277,578.48

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc.; Becker Group, LLC (d/b/a Collins & Aikman Premier Mold); Brut Plastics, Inc.; Collins & Aikman (Gibraltar) Limited; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation); Collins & Aikman Asset Services, Inc.; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.); Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.); Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.); Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.); Collins & Aikman Automotive International, Inc.; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.); Collins & Aikman Automotive Mats, LLC; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.); Collins & Aikman Automotive Services, LLC; Collins & Aikman Canada Domestic Holding Company; Collins & Aikman Carpet & Acoustics (MI), Inc.; Collins & Aikman Carpet & Acoustics (TN), Inc.; Collins & Aikman Development Company; Collins & Aikman Europe, Inc.; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.); Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.); Collins & Aikman Interiors, Inc.; Collins & Aikman International Corporation; Collins & Aikman Plastics, Inc.; Collins & Aikman Products Co., Collins & Aikman Properties, Inc.; Comet Acoustics, Inc.; CW Management Corporation; Dura Convertible Systems, Inc,; Gamble Development Company; JPS Automotive, Inc. (d/b/a PACJ, Inc); New Baltimore Holdings, LLC, Owosso Thermal Forming, LLC; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.); Wickes Asset Management, Inc., and Wickes Manufacturing Company.
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Formerly, McDonald Hopkins Co., LPA.

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0555927071112000000000050

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INTRODUCTION McDonald Hopkins LLC (McDonald Hopkins), special counsel for the above-captioned debtors and debtors in possession (collectively, the Debtors), hereby makes this Application pursuant to sections 330 and 331 of the Bankruptcy Code, 11 U.S.C. 101-1532 (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2016-1 and 9014-1 of the Local Bankruptcy Rules of the Bankruptcy Court for the Eastern District of Michigan (the Local Rules), for an order awarding final allowance of compensation for professional services rendered in the amount of $974,306.75, and for reimbursement of expenses in the amount of $277,578.48, for the period of May 17, 2005, through October 12, 2007 (the Compensation Period). In support of this Application, McDonald Hopkins states as follows: BACKGROUND 1. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions for

relief under chapter 11 of the Bankruptcy Code. On the Petition Date, the Court entered an order jointly administering the Debtors cases pursuant to Bankruptcy Rule 1015(b). On July 18, 2007, the Court entered an order, Docket No. 7827, confirming the First Amended Joint Plan of Collins & Aikman Corporation and its Debtor Subsidiaries, Docket No. 7731 (the Plan). The Plan became effective on October 12, 2007. JURISDICTION 2. The Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of the Debtors cases and this Application in the Eastern District of Michigan is proper under 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 327, 328, 330 and 331 of the Bankruptcy Code and Rule 2014(a) of the Bankruptcy Rules.

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THE DEBTORS RETENTION OF MCDONALD HOPKINS 3. By Application dated June 1, 2005, Docket No. 196, the Debtors requested authority

to employ and retain McDonald Hopkins as their special counsel nunc pro tunc to May 17, 2007, pursuant to sections 327(e) and 328(a) of the Bankruptcy Code and Rules 2014, 2016 and 5002 of the Bankruptcy Rules, for the purpose of rendering legal services to the Debtors as requested by the Debtors, including, but not limited to: (a) representing the Debtors as their primary labor and employment counsel and serving as counsel on matters relating to labor neutrality agreements; (b) serving as the Debtors primary counsel with respect to real estate, executive contracts, and commercial contracts; (c) representing the Debtors in certain litigation matters, including ongoing commercial and intellectual property litigation; (d) serving as national coordinating counsel for certain of the Debtors' litigation, including asbestos cases; and (e) serving as one of the Debtors' counsel on corporate transactions. On June 9, 2005, the Court entered an order authorizing the Debtors to retain and employ McDonald Hopkins as special counsel for the Debtors, Docket No. 288, a copy of which is attached hereto as Exhibit A (the Retention Order). INTERIM FEE APPLICATIONS 4. During the Compensation Period, McDonald Hopkins filed sixth interim applications

(collectively, the Interim Applications). A summary of the fees and expenses requested in the Interim Applications, and the amounts approved by the Court is as follows:
Requested Amounts Date Docket Filed No. Period 10/13/05 1457 05/17/05-09/30/05 05/08/06 2701 10/01/05-12/31/05 07/06/06 2932 01/01/06-04/30/06 10/31/06 3949 05/01/06-08/31/06 02/15/07 4128 09/01/06-12/31/06 06/13/07 7481 01/01/07-04/30/07 TOTALS Interim Amounts Approved by the Court Date of Docket Fees Expenses Order No. $254,775.00 $66,451.12 12/16/05 1900 $142,147.00 $59,751.87 06/28/06 2904 $150,229.75 $98,260.50 08/07/06 3102 $172,127.50 $42,038.62 01/19/07 3949 $107,259.50 $3,911.16 09/11/07 8190 $65,556.00 $5,452.19 09/11/07 8192 $892,094.75 $275,865.46

Application No. First Second Third Fourth Fifth Sixth

Fees $254,775.00 $142,147.00 $150,229.75 $172,127.50 $107,259.50 $65,556.00 $892,094.75

Expenses $66,451.12 $59,751.87 $98,260.50 $42,038.62 $3,911.16 $5,452.19 $275,865.46

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COMPENSATION PAID 5. Pursuant to the procedures set forth in the Administrative Order Establishing

Procedures for Monthly Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, Docket No. 144, entered May 25, 2005 (the Compensation Order), professionals may request monthly compensation for fees and reimbursement of expenses, and interested parties may object to such requests. If no interested party objects to a professionals request within 15 days, the applicable professional may submit to the Court a certification of no objection and, thereafter, the Debtors are authorized to pay such professional 80% of the fees and 100% of the expenses requested in the fee application. If an objection is timely filed, the

Compensation Order allows the Debtors to pay 80% of the fees and 100% of the expenses not subject to the objection. 6. Consistent with the Compensation Order, McDonald Hopkins has billed the Debtors

$990,951.50 for fees and $271,225.483 for expenses and has received payment of $933,049.02 for fees and $274,180.66 for expenses during the Compensation Period as follows:
Invoices Amounts Period Date of Invoice 05/17/05-06/30/05 7/18/2005 7/27/2005 7/27/2005 07/01/05-07/31/05 8/10/2005 8/31/2005 8/31/2005 08/01/05-08/31/05 9/12/2005 09/01/05-09/30/05 10/13/2005 10/01/05-10/31/05 11/18/2005 10/25/2005 11/11/2005 11/01/05-11/30/05 12/14/2005 12/29/2005 12/29/2005 12/01/05-12/31/05 1/27/2006 1/31/2006 1/31/2006 01/01/06-01/31/06 2/16/2006 2/28/2006 2/28/2006 02/01/06-02/28/06 3/27/2006
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Amounts Paid Fees $86,352.09 $0.00 $44,766.13 $0.00 $79,696.36 $45,738.51 $50,975.58 $0.00 $54,566.49 $0.00 $36,605.26 $0.00 $44,905.00 $0.00 $45,389.00 Expenses $4,956.56 $19,770.00 $2,177.11 $12,425.00 $3,556.35 $20,265.01 $2,337.79 $21,205.00 $9,079.47 $19,235.00 $7,894.28 $17,598.00 $7,707.20 $15,610.00 $5,135.86

Fees $86,745.50 $0.00 $44,955.50 $0.00 $80,033.50 $45,932.00 $51,441.50 $0.00 $58,851.00 $0.00 $36,939.50 $0.00 $44,905.00 $0.00 $45,389.00

Expenses $4,956.50 $19,770.00 $2,177.11 $12,425.00 $3,556.35 $20,265.01 $2,337.79 $21,205.00 $5,328.00 $19,235.00 $7,894.28 $17,598.00 $7,707.20 $15,610.00 $5,135.86

These figures are higher than the sums requested in the Interim Applications and this Application due to write-offs and adjustments made between the dates of the Monthly Statements and the dates of the Interim Applications and this Application. See paragraph 25 below for a discussion of these write-offs and adjustments.

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Invoices Amounts Period Date of Invoice 03/01/06-03/31/06 4/24/2006 4/27/2006 4/27/2006 04/01/06-04/30/06 5/24/2006 05/01/06-05/31/06 6/16/2006 06/01/06-06/30/06 7/18/2006 07/01/06-07/31/06 8/7/2006 08/01/06-08/31/06 9/6/2006 09/01/06-09/30/06 10/9/2006 10/01/06-10/31/06 11/9/2006 11/01/06-11/30/06 12/20/2006 12/01/06-12/31/06 1/18/2007 01/01/07-01/31/07 2/20/2007 02/01/07-02/28/07 3/9/2007 03/01/07-03/31/07 4/13/2007 04/01/07-04/30/07 5/22/2007 05/01/07-05/31/07 6/20/2007 06/01/07-06/30/07 7/17/2007 07/01/07-07/31/07 8/10/2007 08/01/07-08/31/07 9/7/2007 09/01/07-09/30/07 10/12/2007 10/01/07-10/12/07 11/7/2007 Totals Fees $23,710.50 $0.00 $39,432.50 $46,056.50 $57,415.50 $31,707.50 $39,963.50 $19,287.50 $50,454.00 $22,929.50 $17,034.00 $30,902.50 $8,826.00 $10,602.00 $15,225.50 $23,054.50 $17,849.50 $7,037.00 $16,144.50 $16,083.50 $2,043.00 $990,951.50 Expenses $1,116.99 $39,367.00 $12,419.22 $15,629.11 $4,026.19 $1,962.95 $20,426.55 $2,228.84 $1,090.30 $450.78 $141.24 $249.13 $726.21 $3,213.27 $1,263.58 $327.60 $356.49 $232.58 $170.01 $602.54 $23.80 $271,225.48

Amounts Paid Fees $19,809.48 $0.00 $39,432.50 $46,056.50 $57,415.50 $31,707.50 $36,941.82 $19,287.50 $50,454.00 $22,929.50 $14,588.50 $30,902.65 $8,826.00 $10,602.00 $15,225.50 $18,443.60 $14,279.60 $5,629.60 $1,522.854 $0.00 $0.00 $933,049.02 Expenses $1,116.99 $39,367.00 $12,419.22 $15,629.11 $4,026.19 $1,962.95 $20,426.55 $2,228.84 $1,090.30 $450.78 $141.24 $249.13 $726.21 $3,213.27 $1,263.58 $327.60 $356.49 $232.58 $0.00 $0.00 $0.00 $274,180.66

These payments have been applied to McDonald Hopkins fees and expenses in accordance with the Compensation Order. 7. Prior to filing their petitions, the Debtors did not pay McDonald Hopkins a retainer.

McDonald Hopkins has not shared any compensation with any other entity and no agreement to share compensation exists between McDonald Hopkins and any other entity. 8. All services for which McDonald Hopkins requests compensation were performed

for or on behalf of the Debtors. THE APPLICATION 9. In accordance with sections 330(a) and 331 of the Bankruptcy Code and Rule 2016

of the Bankruptcy Rules, as well as the Local Rules, and the United States Trustee Guidelines for

Represents credit balance due to the Debtors.

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Reviewing Applications for Compensation and Reimbursement of Expenses, issued on January 30, 1996 (the Trustees Guidelines), McDonald Hopkins makes this application for a final allowance of compensation for professional services rendered to the Debtors in the amount of $974,306.75, and reimbursement of the actual and necessary expenses incurred in the amount of $277,578.48. 10. In the Interim Applications, McDonald Hopkins provided detailed information

regarding the services rendered prior to May 1, 2007, consistent with the Guidelines. In this Application, McDonald Hopkins has provided similar information for the period subsequent to May 1, 2007. Such information includes: (a) schedules of the hours devoted by McDonald Hopkins professionals, the hourly rate of each professional, and the total dollar amount charged for services rendered, attached hereto as Exhibit B; (b) copies of daily time entries setting forth the dates on which services were rendered, a description of such services, and the time spent each day delivering such services, attached hereto as Exhibit C; (c) consistent with Rule 2016-1(b)(11) of the Local Rules, a brief biographical statement of each professional and paraprofessional rendering services to the Debtors is attached hereto as Exhibit D; and (d) a summary of the services provided, divided by major project areas, attached hereto as Exhibit E. 11. During the Debtors bankruptcy cases, McDonald Hopkins provided 4,843.70 hours

of service. If the Court grants the relief requested in this Application, the blended hourly billing rate for all McDonald Hopkins professionals rendering services to the Debtors would be approximately $201. A. Services Rendered by McDonald Hopkins for the Period May 1, 2007, through October 12, 2007 12. Set forth below is a summary description of McDonald Hopkins principal activities

during the period May 1, 2007, through October 12, 2007.5

As indicated above, schedules of hours, daily time entries and project area summaries were attached to the Interim Applications for the period May 17, 2005, through April 30, 2007. As a result, this Application includes summaries only for the period after April 30, 2007. From May 1, 2007 through October 12, 2007, McDonald Hopkins incurred

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(a) 13.

Asbestos Case Management 91.80 Hours; $14,111.00 Fees

McDonald Hopkins addressed issues related to the demands of Travelers Insurance

Company for detail of prepetition payments to Debtors asbestos defense counsel. 14. McDonald Hopkins also addressed numerous complaints asserted against the

Debtors in the State of Massachusetts. (b) 15. General Case Administration 23.20 Hours; $2,120.00 Fees

McDonald Hopkins case management services included preparing updates on

critical dates in accordance with various courts docket calendars (e.g., hearing dates and response deadlines); docketing pleadings and other documents in the Debtors cases; and maintaining service lists for service of pleadings; and post-reorganization and post-sale matters. (c) 16. General Litigation 4.40 Hours; $1,321.50 Fees

McDonald Hopkins addressed litigation issues and communicated with the Debtors

and the Debtors bankruptcy counsel to provide case evaluation information on the Debtors litigation cases. (d) 17. General Real Estate 59.20 Hours; $18,960.50 Fees

McDonald Hopkins addressed issues relating to the purchase agreement for the New

Baltimore, Michigan, facility, and various other agreements. McDonald Hopkins also assisted the Debtors in various other real estate matters, including the termination of the Southfield, Michigan, lease, the sixth and seventh amendment to the St. Louis lease, and the New Jersey land installment contract. (e) 18. Labor and Employment 176.70 Hours; $37,467.00 Fees

McDonald Hopkins handled a number of matters for the Debtors, representing the

Debtors in a variety of legal, administrative, and collective bargaining disputes not subject to the

$82,212.00 in fees and $1,713.02 in expenses as set forth on Exhibits B, C, D, and F attached to this Application, and provided a total of 401.60 hours of services, with a blended rated $205.

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stay, including brokering final dismissal in Patterson, et al. v. Heartland Industrial Partners, et al. (a challenge to the legality of neutrality agreements under the Labor Management Relations Act before the United States Court of Appeals for the Sixth Circuit); defending against various unfair labor practice charges before the National Labor Relations Board arising out of the Debtors ongoing negotiation of closure agreements with various entrenched unions (including at the Debtors former facilities in Havre de Grace, MD and Columbia, MO); defending against discrimination claims before state administrative agencies (including the Christina Ward matter before the Delaware Department of Labor and the Roy Ford matter before the Illinois Department of Human Rights); and counseling with Debtors bankruptcy counsel regarding asset sale-related due diligence efforts. (f) 19. Preparation of Retention and Fee Applications 46.30 Hours; $8,232.00 Fees

McDonald Hopkins finalized and filed its sixth fee request, and began preparation of The Trustees Guidelines require specific, detailed information that is not

this Application.

normally included in the standard monthly invoices of McDonald Hopkins (e.g., verifying that all professionals time entries are in compliance with the Trustees Guidelines; preparing and balancing summaries detailing professionals hours, categories, and time detail). Accordingly, substantial additional preparation time and effort is necessary to comply with the Trustees Guidelines. In addition, McDonald Hopkins also prepared its monthly statements in accordance with the Compensation Order. B. Actual and Necessary Expenses, Disbursement and Support Charges Incurred 20. McDonald Hopkins seeks reimbursement for actual expenses (Expenses) incurred

in the rendition of services during the Compensation Period in the sum of $277,578.48.6 McDonald

An itemization of Expenses in the amount of $1,713.02 and copies of receipts for Expenses in excess of $25 are attached to this Application as Exhibit F for the period May 1, 2007 through October 12, 2007. The itemization and receipts for expenses incurred during the May 17, 2005 through April 30, 2007 were included in the Interim Applications have not been included in Exhibit F.

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Hopkins submits that such Expenses were reasonable and necessary in light of the services provided. 21. McDonald Hopkins utilized the following procedures with respect to the Expenses

incurred in rendering services during the Compensation Period: a) No amortization of the cost of any investment, equipment or capital outlay is included in the Expenses, and McDonald Hopkins does not make a profit on any Expense. In addition, for those items or services that McDonald Hopkins justifiably purchased or contracted for from a third party (such as outside copy services), McDonald Hopkins seeks reimbursement only for the exact amount billed to McDonald Hopkins by the third party vendor and paid by McDonald Hopkins to the third party vendor. McDonald Hopkins has retained documentation for all Expenses in excess of $25 and has provided such documentation as part of Exhibit F. Photocopying by McDonald Hopkins was charged at $.20 per page. To the extent practicable, McDonald Hopkins utilized less expensive, outside copying services. Telecopying by McDonald Hopkins was charged only for outgoing faxes at $.50 per page. McDonald Hopkins used overnight delivery and third party messenger services only as necessary. Computer assisted legal research was used only when time pressures rendered it impracticable to conduct such research manually or where the attorney performing such research determined that computer assisted legal research would be more cost efficient than manual research. RELEVANT STANDARD A. Compensation. 22. To grant a request for compensation pursuant to section 330 of the Bankruptcy Code,

b) c)

d) e)

a court must find that such request is reasonable. The reasonableness of a compensation request is determined by the lodestar method: The Supreme Court has made it clear that the lodestar method of fee calculation is the method by which federal courts should determine reasonable attorney's fees under federal statutes that provide for such fees.

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Boddy v. United States Bankruptcy Court (In re Boddy), 950 F.2d 334, 337 (6th Cir. 1991); see also In re White Motor Credit Corp., 50 B.R. 885, 890 (Bankr. N.D. Ohio 1985). The lodestar amount is calculated by multiplying the number of hours reasonably expended by the reasonable hourly rate of a professional. White Motor, 50 B.R. at 890. There is a strong presumption that the lodestar product is reasonable under section 330 of the Bankruptcy Code. See Pennsylvania v. Delaware Valley Citizens' Council for Clean Air, 478 U.S. 546, 565 (1986); In re Drexel Burnham Lambert Group, Inc., 133 B.R. 13, 22 (Bankr. S.D.N.Y. 1991). 23. McDonald Hopkins fees are not unusual and are commensurate with fees that other

lawyers of comparable experience and expertise charge on a regular basis in chapter 11 cases. McDonald Hopkins lodestar calculation is based upon hourly rates that are well within the range of rates that are charged by comparable firms in other bankruptcy cases. Accordingly, McDonald Hopkins lodestar calculation is reasonable under section 330 of the Bankruptcy Code. See Drexel Burnham Lambert, 33 B.R. at 22. B. Expenses. 24. Sections 330(a)(2) and 503(b)(4) of the Bankruptcy Code permit reimbursement for

actual, necessary expenses. See White Motor, 50 B.R. at 891-92. As noted above, McDonald Hopkins has already conducted a review process and has eliminated the Expenses that it deemed duplicative. Accordingly, those Expenses for which reimbursement is sought in this Application satisfy the standards presented by section 330(a)(2) of the Bankruptcy Code and the Guidelines. ADJUSTMENTS 25. During the course of the Debtors chapter 11 cases, McDonald Hopkins reduced its

requests by $21,306.40. This reduction is the result of (a) reductions for non-chargeable travel time written-off in accordance with the Judges Guidelines and the Trustees Guidelines; and (b) a review of the services provided and expenses incurred and a determination that certain of the services were duplicative or were not beneficial to the Debtors. 9
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CONCLUSION 26. For all of the foregoing reasons, McDonald Hopkins believes that the fees requested

in this Application are reasonable and reflect the value of the services provided to the Debtors estates. Moreover, McDonald Hopkins has requested reimbursement only of actual and necessary expenses. In accordance with the Guidelines, Shawn M. Riley has certified that McDonald

Hopkins billing practices for the Debtors and this Application conforms with the Guidelines. Such certification is attached to this Application as Exhibit G. WHEREFORE, McDonald Hopkins respectfully requests that the Court enter an order, substantially in the form attached hereto as Exhibit H, (a) granting McDonald Hopkins a final allowance of compensation in the amount of $974,306.75 for services rendered to the Debtors in connection with the Debtors chapter 11 cases during the Compensation Period; (b) approving the reimbursement of expenses incurred during the Compensation Period in the amount of $277,578.48; (c) authorizing the Debtors to pay McDonald Hopkins the fees and reimbursable expenses authorized by the Court attributable to the Compensation Period, net of payments already made by the Debtors as set forth above in paragraph 6, but without any further holdback; and (d) granting such other and further relief as the Court may deem proper. November 12, 2007 Respectfully submitted, /s/Shawn M. Riley Shawn M. Riley (0037235) R. Jeffrey Pollock (0018707) McDONALD HOPKINS LLC 600 Superior Avenue, E. Suite 2100 Cleveland, OH 44114 Telephone: 216.348.5400 Facsimile: 216.348.5474 E-mail: sriley@mcdonaldhopkins.com jpollock@mcdonaldhopkins.com SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION 10
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