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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

DEBTORS APPLICATION FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERINGEA LLC AS INVESTMENT BANKERS, NUNC PRO TUNC TO DECEMBER 24, 2006, IN CONNECTION WITH THE SALES OF CERTAIN OF THE DEBTORS PLASTICS BUSINESSES The above-captioned debtors (collectively, the Debtors) hereby move the Court (the Application) for the entry of an order, substantially in the form of Exhibit A, authorizing the employment and retention of Beringea LLC (Beringea), nunc pro tunc to December 24, 2006, as their investment banker in connection with the sales of certain businesses in the Debtors Plastics segment, upon the terms and conditions contained in an engagement letter (the

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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968.

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Engagement Letter), substantially in the form of Exhibit B.2 In support of this Application, the Debtors respectfully state as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This matter

is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 105(a), 327(a) and 328(a) of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rules 2014, 2016 and 5002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan (the Local Rules). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions for

relief commencing cases (these Chapter 11 Cases) under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Bankruptcy Rule 1015(b). 5. On May 24, 2005, the United States trustee appointed an official committee of

unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee).

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Engagement Letter.

Sale of the Plastics Businesses 6. As the Debtors have disclosed publicly and to the Court and to maximize the value of

the Debtors estates and save jobs, the Debtors are pursuing a cooperative sale process, which the Debtors expect will culminate with the confirmation of a plan. As part of this sale process, the Debtors seek to sell certain plants in their Plastics business segment individually or in groups as going concerns or otherwise. 7. Throughout these Chapter 11 Cases, the volume of business for the Plastics segment

has decreased and opportunities to grow the business have faded. In addition, the following factors, among others, have contributed to weak performance in the Plastics segment: (a) high fixed costs; (b) low profit margins for assembling and sequencing projects; (c) significant up-front engineering, development, tooling and other up-front costs; (d) continued operational shortcomings; and (e) shrinking markets for the type of parts manufactured in the Plastics segment. Despite these factors, potential purchasers have shown interest in certain individual plants and plant groups within the Plastics segment (the Plastics Plants). Accordingly, the Debtors have determined that the best opportunity to maximize the value of the assets of the Plastics segment is through the expeditious marketing and sale of the Plastics Plants. Retention of Investment Bankers 8. Given the number of Plastics Plants to be marketed, the specialized marketplace in

which these plants must be sold and the expedited timetable required to preserve their value, the Debtors seek to retain two investment bankers to assist in marketing and selling the Plastics Plants. Specifically, the Debtors seek to retain (a) Beringea, to market those plants listed on Schedule B to

the Engagement Letter (the Beringea Plants), and (b) Donnelly Penman and Partners (DP&P), to market the remaining Plastics Plants.3 9. The Debtors have already retained Lazard Frres & Co. LLC (Lazard) as

investment bankers in these Chapter 11 Cases. Lazard has provided investment banking services to the Debtors throughout these Chapter 11 Cases and will continue to provide these services in a manner that is complementary to the services provided by Beringea and DP&P. Lazard, however, is fully engaged in the sale of the Debtors carpet and acoustics businesses and the overall management and implementation of the Debtors sale process. Lazards services will be critical to the sale of the Debtors carpet and acoustics businesses and confirmation of the Debtors plan of reorganization. 10. Beringea, DP&P and Lazard will be responsible for the sale of different and unrelated

assets and, therefore, will not perform duplicative services. To assure that services will not be duplicated, the Engagement Letter provides:4 Beringea understands that the services of Beringea are intended to be complementary to, and not duplicative of, the services to be rendered by the Companys other advisors, including its other investment banking advisors, [Lazard] and [DP&P], and Beringea agrees to use its best efforts not to duplicate the services of Lazard or DP&P . . . . Engagement Letter, p. 1. 11. Further, the Debtors are negotiating an amendment to Lazards engagement letter that

will (a) include similar language to that quoted in the prior paragraph, thereby reducing the scope of Lazard's engagement to be consistent with and complementary to the retention of DP&P and Beringea, and (b) ensure that no more than one investment banker will be compensated for performing the same function.

3 4

Contemporaneously with the filing of this Application, the Debtors have filed an application seeking an order authorizing the retention of DP&P. DP&Ps engagement letter includes a nearly identical provision.

12.

The Debtors assert that the retention of Beringea and DP&P will provide the Debtors

with the best opportunity to maximize the value received from the sale of assets related to their Plastics business segment. Relief Requested 13. By this Application, the Debtors respectfully request that the Court enter an order

authorizing the employment and retention of Beringea as their investment banker in connection with the sales of the Beringea Plants, upon the terms and conditions contained in the Engagement Letter, substantially in the form of Exhibit B. 14. To maximize the value of the Plastics Plants and satisfy certain deadlines contained in

the Customer Agreement, Beringea began aggressive efforts to market and sell the Beringea Plants in December 2006. These efforts could not be put on hold while this Application was prepared, therefore, the Debtors are seeking an order approving DP&Ps retention nunc pro tunc to December 24, 2006, the date of the Engagement Letter. 15. The agent to the Debtors pre-petition senior, secured lenders has communicated to

the Debtors its approval of the Engagement Letter and the relief requested in this Application. 16. In addition, the United States trustee has approved the employment and retention of

Beringea as the Debtors investment banker in connection with the sales of the Beringea Plants, upon the terms and conditions contained in the Engagement Letter. In this regard, contemporaneously wit the filing of the Application, the Debtors have filed a statement of consent of the United States trustee to the entry of an order approving the Application. Beringeas Qualifications 17. Beringea has significant experience providing investment banking services, including

advising corporate clients on mergers, acquisitions, divestitures and due diligence, and assisting with joint ventures and private financings. Beringea has provided advisory services to both public and 5

private, national and multinational companies in a broad range of industries, including the automotive industry. Beringea maintains offices in Detroit, Los Angeles and London. The resources, capabilities, and experience of Beringea are crucial to the maximization of value to the Debtors estates from the Beringea Plants. An experienced investment banker, such as Beringea, provides critical services relating to the sale of these assets that complements the services provided by the Debtors other professionals. 18. Prior to retaining Beringea, the Debtors senior management interviewed senior

personnel of, and considered proposals from, other investment banking firms. The Debtors evaluated each firm on a number of criteria, including: (a) the overall financial advisory and investment banking capabilities of each firm; (b) each firms experience in selling assets of debtors in chapter 11; (c) the likely attention of the senior personnel of each firm; and (d) the compensation to be charged by the firm. After due consideration of the above and as an exercise of their business judgment, the Debtors concluded that Beringea was best qualified to provide financial advisory and investment banking services to the Debtors with respect to the sale of the Beringea Plants. 19. The Debtors believe that Beringea is well-qualified and able to represent their

interests in a cost-effective, efficient and timely manner. Beringea has indicated a willingness to act on behalf of the Debtors and to subject itself to the jurisdiction and supervision of this Court. Services to Be Provided 20. The Debtors and Beringea have entered into the Engagement Letter, which governs

the relationship between Beringea and the Debtors. Under the Engagement Letter and to the extent requested by the Debtors, Beringea will provide financial advisory and investment banking services that Beringea and the Debtors deem appropriate, including, but not limited to, the following: a. Conduct sell-side due diligence on the Beringea Plants;

b. c.

Prepare divestiture information describing the Beringea Plants, their operations and financial performance; As contemplated by Section 10 of that certain Customer Agreement between certain Debtors and non-debtor affiliates and their major customers for which the Debtors received final Bankruptcy Court approval on January 11, 2006 [Docket No. 3890]), determine the fair market value of the Beringea Plants that are proposed to be sold by Beringea; Identify appropriate potential acquirers; Organize a data room(s) (virtual or otherwise); Coordinate acquirer due diligence; Negotiate a stalking horse bid(s), if appropriate; Assist in the preparation of a management presentation(s); Publicize the auction of the Beringea Plants in appropriate trade and financial journals (if necessary); Negotiate structure and terms with prospective acquirers; Coordinate negotiation of supply agreements between acquirers and customers; Conduct an auction(s) of the Beringea Plants in accordance with section 363 of the Federal Bankruptcy Code; and Assist with the preparation and negotiation of closing documentation. Terms of the Engagement Letter

d. e. f. g. h. i. j. k. l. m.

21.

The terms and the conditions of the Engagement Letter were negotiated between the

Debtors and Beringea, in consultation with the agent to the Debtors pre-petition senior, secured lenders. The Engagement Letter reflect the parties mutual agreement as to the efforts that will be required in this engagement. The material terms of the Engagement Letter are as follows:5 a. Term. Five months from the date of the Agreement. Either party may terminate the Agreement by giving fifteen days prior written notice.

The following summary of the Engagement Letter is provided solely for the convenience of the Court and parties in interest. To the extent that there are any discrepancies between this summary and the Engagement Letter, the terms and language of the Engagement Letter shall govern.

b.

December Fee & Monthly Fees. The Company will pay Beringea the following non-refundable cash advisory fees: (i) $68,500 upon signature of the Agreement; and (ii) $65,000 on January 8, 2007 and the eighth day of each month thereafter. Transaction Fee. On or before the closing of a Transaction, the Company will pay Beringea a cash fee equal to the Applicable Percentage(s) (as set forth below) of the Consideration received by the Debtors in such Transaction. Consideration for separate Transactions shall be accumulated for purposes of determining the Applicable Percentage(s). Cumulative Consideration Less than or equal to $10 million More than $10 million (i) Applicable Percentage 3.50% 1.00%

c.

No Transaction Fee will be payable unless and until a closing of a Transaction involving the Companys Mississuaga, ON, facility or a Transaction involving all or substantially all of the other Beringea Plants. If Transaction Fees are due, in no event shall the aggregate sum of Transaction Fees be less than $350,000. Beringea will credit all non-refundable cash advisory fees described in (b), above, to reduce any Transaction Fees payable.

(ii) d.

Indemnification. In addition to the foregoing, the Debtors have agreed to the indemnification and contribution provisions of the indemnification letter appended as Schedule A to the Agreement.

22.

The overall compensation structure described above, as set forth in more detail in the

Engagement Letter, is comparable to compensation generally charged by investment banking firms of similar stature to Beringea for comparable engagements, both in- and out-of-court. In

determining the level of compensation to be paid to Beringea and its reasonableness, the Debtors compared Beringeas fee proposal to the other proposals received by the Debtors in the investment banking selection process. To induce Beringea to do business with the Debtors in bankruptcy, the compensation structure was established to reflect the difficulty of the duties Beringea expects to

undertake and the potential for failure. The Debtors submit that the foregoing compensation arrangements are both reasonable and market-based and are customary for financial advisory and investment banking engagements in chapter 11. 23. The compensation arrangement provided for in the Engagement Letter is consistent

with, and typical of, arrangements entered into by Beringea. Beringea will follow its customary expense reimbursement guidelines and practices in seeking reimbursement from the Debtors for reasonable, out-of-pocket expenses. 24. Beringea will file interim and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of the Court. 25. As set forth in the Heckman Affidavit (defined below), Beringea has not shared or

agreed to share any of its compensation from the Debtors with any other person, other than other principals and employees of Beringea, as permitted by section 504 of the Bankruptcy Code. Disinterestedness 26. As required by Bankruptcy Rule 2014 and Local Rule 2014-1, Beringea has

submitted an affidavit setting forth Beringeas connections with the Debtors, creditors, parties in interest, the United States trustee and any person employed in the Office of the United States Trustee (the Heckman Affidavit). The Heckman Affidavit is attached hereto as Exhibit C. 27. To the best of the Beringeas knowledge and except as disclosed in the

Heckman Affidavit, Beringea: (a) does not hold or represent an interest adverse to the Debtors estates; and (b) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code.

28.

To the best of the Debtors knowledge, except as set forth in the Heckman Affidavit,

Beringea: (a) does not have any connection with any of the Debtors, their affiliates, their creditors or any other party in interest or their respective attorneys and accountants; (b) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; and (c) does not hold or represent any interest adverse to the Debtors or their estates. 29. To the extent that Beringea discovers any facts bearing on the matters described

herein during the period of Beringeas retention, Beringea will supplement the information contained in the Heckman Affidavit. Basis for Relief 30. Section 327 of the Bankruptcy Code governs a debtors employment of professional

persons to represent the debtor in possession in carrying out its duties under the Bankruptcy Code. See 11 U.S.C. 327(a). 31. The Debtors seek approval of the Engagement Letter pursuant to section 328(a) of the

Bankruptcy Code, which provides, in relevant part, that the Debtors with the courts approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment. . . . 11 U.S.C. 328(a). 32. Section 328 permits the compensation of professionals on flexible terms that reflect

the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in In re National Gypsum Co.: Prior to 1978, the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. The uncertainty continues under the present 330 of the Bankruptcy Code, which provides that the court award to professional consultants reasonable compensation based on relevant factors of time and comparable costs, etc. Under present 10

328 the professionals may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee). 123 F.3d 861, 862 (5th Cir. 1997) (citations omitted). 33. Notwithstanding approval of their engagement under section 328, Beringea intends to

apply to the Court for allowance of compensation and reimbursement of expenses pursuant to the procedures described in paragraph 24 and otherwise in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of the Court. 34. Beringea has significant experience selling assets similar to the Beringea Plants, in

both distressed and non-distressed situations. The Engagement Letter and Heckman Affidavit appropriately reflect the nature and scope of the services and Beringeas substantial experience with respect to the services. 35. The Debtors seek to sell the Beringea Plants efficiently and in the manner most

effective to obtain the maximum value for such assets for the benefit of the Debtors estates. Accordingly, the Debtors are requesting that the Court approve the Beringeas employment and retention. Notice 36. Notice of this Application has been given to the Core Group as required by the Case

Management Procedures.6 In light of the nature of the relief requested, the Debtors submit that no further notice is required.

Capitalized terms used in this paragraph 36 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

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No Prior Request 37. court. WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the employment and retention of Beringea as their investment banker in connection with the sales of the Beringea Plants upon the terms and conditions contained in the Engagement Letter and (b) granting such other further relief as is just and proper. Dated: January 22, 2007 KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors No prior motion for the relief requested herein has been made to this or any other

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EXHIBIT A

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 24, 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 24, 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. ___]; 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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; 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.

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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. The Application is granted in its entirety. Beringea is found to be a disinterested person within the meaning of

11U.S.C. 101(14). 3. In accordance with 11 U.S.C. 327(a), 328(a) and 1107(a), the Debtors are

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 24, 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 in 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

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. upon its entry. 9. The Court retains jurisdiction with respect to all matters arising from or related to the The terms and conditions of this Order shall be immediately effective and enforceable

implementation of this Order.

CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 22nd day of January, 2007, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Application for an Order Authorizing the Employment and Retention of Beringea LLC as Investment Bankers, Nunc Pro Tunc to December 24, 2006, in Connection with the Sales of Certain of the Debtors Plastics Businesses. Dated: January 22, 2007 /s/ Ray C. Schrock Ray C. Schrock

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NOTICE REGARDING THE SERVICE LIST


Rule 9014-1(b)(3) of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan (the Local Rules) requires parties to accompany filed motions with a proof of service of such motion and the notice and opportunity to respond to such motions. Consistent with Local Rule 9014-1(b)(3), the documents attached hereto were filed with a proof of service that includes the list of parties who were served with such documents (and the manner by which they were served). Due to the lengthy nature of such lists, they are not served herewith. Documents filed with the Court, including proofs of service with the list of parties who were served with such documents (and the manner by which they were served) can be viewed and downloaded at the web site of the United States Bankruptcy Court for the Eastern District of Michigan (http://www.mieb.uscourts.gov) and the web site of the Debtors Notice and Claims Agent `(http://www.kccllc.net/cna (Court Documents)). You may obtain further information concerning these chapter 11 cases, including a copy of the First Amended Notice, Case Management and Administrative Procedures, at the web site of the United States Bankruptcy Court for the Eastern District of Michigan (http://www.mieb.uscourts.gov) and the web site of the Debtors Notice and Claims Agent (http://www.kccllc.net/cna). The current Core Group and 2002 List (as defined in the First Amended Notice, Case Management and Administrative Procedures) are available at the web site of the Debtors Notice and Claims Agent (http://www.kccllc.net/cna (Notice Lists)). If you have any questions about the Core Group or 2002 List, please call (312) 649-3862 or e-mail agorman@kirkland.com.

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EXHIBIT B

EXHIBIT C