IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

) ) 1 ) COLLINS & AIKMAN CORPORATION, et al. ) Debtors. ) ) ) )

In re:

Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

SECOND INTERIM APPLICATION OF BUTZEL LONG, CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM SEPTEMBER 1, 2005 THROUGH DECEMBER 31, 2005

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. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 0555958; 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.

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SUMMARY OF APPLICATION

1.

Applicants role in this case:

Co-Counsel for the Official Committee of Unsecured Creditors

2.

Previous Application Time period: Fees Requested and allowed: Expenses Requested and allowed: 6/1/05 through 8/31/05 $ 140,281.00 $ 69,897.14

3.

Current Application: Time period: Fees Requested: Expenses Requested: 9/1/05 through 12/31/05 (the Application Period) $ 80,016.50 $ 40,061.93 -------------$120,078.43

4.

Previous Monthly Fee Statements2: 9/1/05 - 9/30/05 (fees: $18,247.00, expenses: $12,955.73). Pursuant to the Administrative Fee Order, Butzel Long has been paid 80% of the fees requested and 100% of the expenses requested 10/1/05 - 10/31/05 (fees: $28,294.50, expenses: $13,015.90). Pursuant to the Administrative Fee Order, Butzel Long has been paid 80% of the fees requested and 100% of the expenses requested. 11/1/05 - 11/31/05 (fees: $21,124.00, expenses: $6,708.80). Butzel Long has not received payment of any of the fees or expenses requested in this monthly statement. 12/1/05 12/31/05 (fees: $12,351.00, expenses: $7,381.50). Pursuant to the Administrative Fee Order, Butzel Long has been paid 80% of the fees requested and 100% of the expenses requested.

2Monthly Fee Statements were filed pursuant to the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, entered June 9, 2005 (the Administrative Fee Order).

5.

Retainer:

Butzel Long did not receive a retainer in this case.

6.

Hours billed and rates:

Name

Position

Year Admitted to Bar

Hourly Rate

Hours Billed

Total

Attorneys Thomas Radom Paula Hall Katherine Goudie Mark Laidlaw Paraprofessionals Alexis Richards Leonor Hendricksen Legal Assistant Legal Assistant $125.00 $120.00 5.70 104.20 $712.50 $12,504.00 Shareholder Associate Associate Associate 1974 2000 2003 2004 $400.00 $250.00 $200.00 $200.00 130.10 43.60 15.40 3.90 $52,040.00 $10,900.00 $3,080.00 $780.00

Grand Total

302.90

$80,016.50

Butzel Long (Butzel Long or the Firm), co-counsel to the Official Committee of Unsecured Creditors (the Committee), respectfully represents in support of this interim fee application: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.

INTRODUCTION 2. On May 17, 2005 (the Commencement Date), the Debtors filed voluntary

petitions for relief under chapter 11 of Title 11, United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code or the Code). 3. Pursuant to 1107(a) and 1108 of the Bankruptcy Code, the Debtors continue to

operate their businesses as debtors-in-possession. No trustee or examiner has been appointed in these cases. 4. On May 24, 2005, the U.S. Trustee appointed the Committee. REQUEST FOR INTERIM COMPENSATION OF PROFESSIONALS 5. This is Butzel Longs second interim fee application, as co-counsel for the

Committee, requesting an allowance of interim compensation for professional services rendered from September 1, 2005 through December 31, 2005, (the Application Period) and for reimbursement of expenses incurred during the Application Period (the Application) . 6. On June 14, 2005, the Committee filed its application for an order, pursuant to

section 1103(a) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and L.B.R. 2014-1 (E.D.M.), authorizing the Committee to retain and employ the law firm of Butzel Long as local co-counsel, nunc pro tunc to June 1, 2005 (the Employment Application, as amended). On June 21, 2005, the Court entered an Order approving the employment of Butzel Long (the Employment Order), and thus, approving the Committees retention of Butzel Long as co-counsel. A copy of the Employment Order is attached hereto as Exhibit A.

7.

This Application is made by Butzel Long pursuant to sections 330 and 331 of the

Bankruptcy Code, Local Bankruptcy Rule 2016-1, the U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330, and the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, entered May 26, 2005 (the Administrative Fee Order). 8. By this Application, Butzel Long seeks an allowance of interim compensation and

full payment, without any hold-back of fees, for professional services rendered during the Application Period in the amount of $80,016.50. Butzel Long also requests reimbursement for actual and necessary disbursements made on the Committees behalf during the Application Period in the amount of $40,061.93. 9. Pursuant to the Administrative Fee Order, on a monthly basis during the

Application Period, Butzel Long served upon the Debtors, the U.S. Trustee, the Committee and agents for the pre- and postpetition lenders a fee statement for services rendered and expenses incurred. The Debtors have paid Butzel Long 80% of total fees billed ($64,013.20) and 100% of total disbursements incurred ($40,061.93) for the months of September through December, 2005. 10. For the period June 1, 2005 through August 31, 2005, the Debtors have paid

Butzel Long a total of $140,281.00 in fees and $69,897.14 in expenses. 11. 12. Butzel Long did not receive a retainer fee in these proceedings. During the Application Period, Butzel Long attorneys and paraprofessionals

expended a total of 302.90 hours in the performance of necessary and critical services on behalf of the Committee.

13.

Pursuant to L.B.R. 2016-1(b) (E.D.M.), a schedule setting forth the total number

of hours expended by each service provider during the Application Period and his/her respective hourly billing rate is annexed hereto as Exhibit B. 14. Schedules setting forth the number of hours expended by partners, associates and

paraprofessionals of Butzel Long in respect to discrete categories of services rendered to the Committee, and their respective hourly billing rates, are attached hereto as Exhibit C. 15. A brief biographical statement of the professional experience of each Butzel Long

attorney for whom an award of compensation is sought is annexed hereto as Exhibit D. 16. A schedule specifying the nature and amount of the expenses for which Butzel

Long is seeking reimbursement is attached hereto as Exhibit E. 17. Butzel Long is charging for its services in accordance with its hourly rates in

effect on the dates that services were rendered and pursuant to the terms set forth in the Employment Application, as approved by the Employment Order. 18. In accordance with the Administrative Fee Order, monthly statements were served

upon the Office of the United States Trustee, counsel for the Debtors, the pre and post-petition secured lenders, and the Committee. The Administrative Fee Order required that service of objections to monthly statements be made within 15 days of the service of the respective statement. No objections were received to the Firms monthly statements for which objections

were required to be filed prior to the date of filing this Application. 19. There is no agreement or understanding between Butzel Long and any other

person or entity for the sharing of compensation in connection with these chapter 11 cases. 20. All fees and expenses incurred during the Application Period are detailed in the

exhibits to this Application.

21.

Due to the immediacy of legal representation for the Committee relative to

virtually every matter, it was necessary at times to employ more than one attorney to handle an otherwise difficult and complex task. In those instances where time has been charged by more than one attorney for such services, it was necessary in order to adequately represent the Committee and to further the proper administration of this case. Therefore, the fees relating to the same were justified under the circumstances. Nonetheless, the Firm has diligently avoided the duplication of tasks throughout these proceedings. 22. Notice of this Application has been served according to the terms of the

Administrative Fee Order. Notice was served via first class U.S. mail upon all parties having requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. The Notice and complete application with all exhibits were served via electronic mail and/or hand delivery and/or first class mail upon (i) the Debtors; (ii) the Debtors counsel; (iii) the Committee; (iv) counsel for the prepetition secured lenders; (v) counsel for the postpetition secured lenders; and (vi) the Office of the U.S. Trustee. Butzel Long represents that no other or further notice is necessary. NARRATIVE SUMMARY OF SERVICES RENDERED 23. Butzel Longs services rendered to the Committee have been primarily rendered

by its insolvency professional, Thomas B. Radom. Other Butzel Long attorneys have rendered services as needed. As the detailed billing statements reflect (attached hereto as Exhibit C), each professional performed discrete services in this matter and they have been jointly involved in matters only where appropriate and essential to the progress of the case. The names and hourly rates of the professionals who have billed time during the relevant time period are:

Name

Position

Year Admitted to Bar

Hourly Rate

Hours Billed

Total

Attorneys Thomas Radom Paula Hall Katherine Goudie Mark Laidlaw Paraprofessionals Alexis Richards Leonor Hendricksen Legal Assistant Legal Assistant $125.00 $120.00 5.70 104.20 $712.50 $12,504.00 Shareholder Associate Associate Associate 1974 2000 2003 2004 $400.00 $250.00 $200.00 $200.00 130.10 43.60 15.40 3.90 $52,040.00 $10,900.00 $3,080.00 $780.00

Grand Total

302.90

$80,016.50

24.

Since June 1, 2005 Butzel Long has rendered professional services to the

Committee on an almost daily basis in furtherance of the interests of the unsecured creditor body. The complexities of the issues presented in these proceedings have required Butzel attorneys and other personnel to expend a substantial degree of time and resources in meeting the Committees needs. 25. The Firm submits that the services it has rendered on behalf of the Committee Further, the Firm believes that its services have directly

were necessary and appropriate.

contributed to the effective administration of these proceedings.

26.

The following is a general description of the services that Butzel Long rendered to

the Committee during the Application Period according to project billing category (as reflected by the billing summary and supporting detail attached hereto as Exhibit C). 3

(i) Case Administration 27. During the Application Period, Butzel Long performed a variety of administrative

services on behalf of the Committee. The following is not an inclusive list but highlights of Butzel Longs efforts and activities: (a) Continuing review of the bankruptcy file including motions, stipulations,

complaints and orders; (b) Committee; (c) (d) Continuing review of monthly debtor-in-possession financial reports; Regular conferences and telephone conferences with co-counsel for the Continuing coordination and management of all court filings by the

Committee and Committee members regarding case status, motions, litigation, business operations and management; (e) Regular telephone conferences with the Committee and representatives of

the Debtors regarding operations, liquidity, sale of European entities, customers and legal issues; (f) Many conferences with individual unsecured creditors and/or their counsel

regarding, among other things, claims process and status of the case generally;

3 While the services rendered may properly be classified under several different categories, Butzel Long has grouped these categories for narrative purposes.

(g)

Review and analysis of reports and analyses on the Debtors liquidity,

operations, sale process and business plan; (h) Appearance at court hearings.

(ii)

Preparation for/Attend Court Hearings

28.

Butzel Long attorneys appeared at all of the hearings held before this Court

during the Application Period. Aside from appearing at these hearings, in preparation thereof, Butzel Long reviewed the pleadings filed with the Court, including responses/objections filed, and handled all court filings on behalf of the Committee.

(iii) 29.

Fee/Employment Applications/Objections and Retention of Professionals During the Application Period, Butzel Long prepared its own monthly and interim

fee applications, arranged for the filing of all Committee professionals interim fee applications and prepared all notices and orders in connection with the Committees professionals monthly and interim fee applications. CASE STATUS 30. 31. The Debtors continue to operate their businesses as debtors-in-possession. No disclosure statement or plan of reorganization has been filed in any of these

cases to date. The Debtors are engaged in parallel action with respect to the formulation of a stand alone reorganization plan and the feasibility of a sale of some or all of its business assets.

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32.

The Firm expects to continue rendering services to the Committee for the duration

of these proceedings. 33. No prior application has been made to this or any court for the relief requested in

this Application. CONCLUSION Butzel Long submits that all of the services rendered during the Application Period were appropriate and necessary under the circumstances and benefited the Committee and the Debtors bankruptcy estates. The Firm believes that its services allowed the Committee to be adequately represented and promoted the effective administration of the estates. WHEREFORE, Butzel Long, as co-counsel to the Official Committee of Unsecured Creditors, respectfully requests that the Court enter an Order: (1) of Expenses; (2) awarding Butzel Long an allowed administrative claim for professional services granting this Second Interim Application for Compensation and Reimbursement

rendered during the Application Period in the amount of $80,016.50, without any hold-back; (3) granting Butzel Longs request for a reimbursement for actual and necessary

disbursements made on the Committees behalf during the Application Period in the amount of $40,061.93; (4) authorizing the immediate payment of such sums referenced in the preceding

paragraphs to the extent permitted by law; and,

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(5) Dated:

granting such other and further relief as the Court may deem just in the premises. Respectfully submitted, BUTZEL LONG, PC

February 21, 2006

By:

_/s/ Thomas B. Radom ___________ Thomas B. Radom, Esq. (P24631)

100 Bloomfield Hills Parkway, Suite 200 Bloomfield Hills, MI 48304 Telephone: (248) 258-1413 Facsimile: (248) 258-1439 Email: [email protected]

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