THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN ...

APPLICATION TO EMPLOY FOLEY AS GENERAL COUNSEL

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THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION ) In re: ) Chapter 11 ) NOBLE INTERNATIONAL, LTD. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (38-3139487) ) ) In re: ) Chapter 11 ) NOBLE ADVANCED TECHNOLOGIES, INC. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (80-0079417) ) ) In re: ) Chapter 11 ) NOBLE LAND HOLDINGS, INC. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (38-3399828) ) ) In re: ) Chapter 11 ) NOBLE MANUFACTURING GROUP, INC. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (38-3424360) )

09-51720-mbm Doc 15 Filed 04/15/09 Entered 04/15/09 18:56:24 Page 1 of 50

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) In re: ) Chapter 11 ) NOBLE METAL PROCESSING - KENTUCKY, ) Case No. 09-(___________) G.P. ) ) Debtors. ) Tax I.D. No. (38-3637513) ) ) In re: ) Chapter 11 ) NOBLE METAL PROCESSING, INC. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (38-2672375) ) ) In re: ) Chapter 11 ) NOBLE METAL PROCESSING-INDIANA, INC. ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (35-2063880) ) ) In re: ) Chapter 11 ) NOBLE METAL PROCESSING-NEW YORK, ) Case No. 09-(___________) INC. ) ) Debtors. ) Tax I.D. No. (20-8671115) ) ) In re: ) Chapter 11 ) NOBLE METAL PROCESSING-OHIO, LLC ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (20-3577959) )


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In re: ) Chapter 11 ) NOBLE METAL PROCESSING-WEST ) Case No. 09-(___________) MICHIGAN, INC. ) ) Debtors. ) Tax I.D. No. (38-2569914) ) ) In re: ) Chapter 11 ) NOBLE SWISS HOLDINGS, LLC ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. ( ) ) ) In re: ) Chapter 11 ) NOBLE TSA, LLC ) Case No. 09-(___________) ) ) ) Debtors. ) Tax I.D. No. ( ) ) ) In re: ) Chapter 11 ) NOBLE TUBE TECHNOLOGIES, LLC ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. (20-3551522) ) ) In re: ) Chapter 11 ) PROTOTECH LASER WELDING, INC. ) (d/b/a/ LWI LASER WELDING ) Case No. 09-(___________) INTERNATIONAL) ) ) Debtors. ) Tax I.D. No. (38-3214329) )


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) ) In re: ) Chapter 11 ) TAILOR STEEL AMERICA, LLC ) Case No. 09-(___________) ) ) Debtors. ) Tax I.D. No. ( ) )

DEBTORS’ FIRST DAY APPLICATION TO EMPLOY FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL PURSUANT TO 11 U.S.C. §§ 327(a), 328(a),

329 & 1107, RULES 2014(a) & 2016(b) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL BANKRUPTCY RULE 2014-1

The debtors and debtors and debtors-in-possession in the above-captioned cases

(collectively, the “Debtors”)1, by their proposed counsel, Foley & Lardner LLP, submit this

Application (the “Application”) to Employ Foley & Lardner LLP as General Bankruptcy

Counsel Pursuant to sections 327(a), 328(a), 329 & 1107 of title 11 of the United States Code

(the “Bankruptcy Code”), Rules 2014(a) & 2016(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Bankruptcy Rules for the

Eastern District of Michigan (the “Local Rules”). The facts and circumstances supporting this

Application are set forth below and attested to by the Declaration of Salvatore A. Barbatano (the

“Barbatano Declaration”), attached hereto as Exhibit C and incorporated by reference herein. In

further support of this Application, the Debtors respectfully represent as follows:

1 The Debtors in the cases include: Noble International, Ltd. (“Noble”); Noble Advanced Technologies,

Inc., Case No. [_____]; Noble Land Holdings, Inc., Case No. [_____]; Noble Manufacturing Group, Inc., Case No. [_____]; Noble Metal Processing – Kentucky, G.P., Case No. [_____]; Noble Metal Processing, Inc., Case No. [_____]; Noble Metal Processing – Indiana, Inc., Case No. [_____]; Noble Metal Processing – New York, Inc., Case No. [_____]; Noble Metal Processing – Ohio, LLC, Case No. [_____]; Noble Metal Processing – West Michigan, Inc., Case No. [_____]; Noble Swiss Holdings, LLC, Case No. [_____]; Noble TSA, LLC, Case No. [_____]; Noble Tube Technologies, LLC, Case No. [_____]; Prototech Laser Welding, Inc. (d/b/a/ LWI Laser Welding International), Case No. [______];Tailor Steel America, LLC, Case No. [______].


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Jurisdiction and Venue

1. This Court has jurisdiction to hear the Motion under 28 U.S.C. §§ 157 and 1334.

This is a core proceeding pursuant to 28 U.S.C. § l57(b). Venue is proper in this Court pursuant

to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief requested herein are

Bankruptcy Code Sections §§ 327(a), 328(a), 329 & 1107, Bankruptcy Rules 2014(a) & 2016(b)

and Local Rule 2014-1.

A. The Chapter 11 Filings

2. On April 15, 2009 (the “Petition Date”), the Debtors filed voluntary petitions in

this Court for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-

1330, as amended (the “Bankruptcy Code”).

3. The Debtors continue to manage and operate their businesses as debtors-in-

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

4. The Debtors have filed a motion requesting joint administration of the Debtors’

chapter 11 cases.

5. No trustee or examiner has been appointed and no committees have been

appointed or designated in the Debtors’ chapter 11 cases.

6. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and

1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding

pursuant to 28 U.S.C. § 157(b)(2).

B. The Debtors’ Business Operations

7. Collectively, the Debtors are a full-service provider of flat, tubular, shaped and

enclosed formed structures to automotive original equipment manufacturers (“OEMs”) and their

suppliers, for use in automobile applications, including doors, fenders, body side panels, pillars,


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bumpers, door beams, load floors, windshield headers, door tracks, door frames, and glass

channels (the “Noble Business”).

8. The formed structures are created using laser-welding, roll-forming, and other

technologies. Combining roll-forming and laser-welding technologies allows the Debtors to

create more complex, finished impact and structural products, improving safety in more parts of

the vehicle. This combination is particularly important as the need to produce safer and lighter

vehicles becomes the focus of the automotive industry. In addition, both laser-welding and roll-

forming offer advantages over costly traditional stamping methods, including more efficient

processing, better material utilization and lower total cost.

9. The Debtors operate seven production facilities in the United States, and have

approximately 821 full-time employees. For the fiscal year ended December 31, 2008, the

Debtors had sales from continuing operations of approximately $374.2 million.

10. The Debtors were formed in 1993, and since then have completed numerous

significant acquisitions and divestitures. In October 2006, the Debtors completed the acquisition

of all outstanding common stock of Pullman Industries, Inc. (“Pullman”) for approximately

$122.1 million, including cash of $90.7 million, the assumption of long-term debt of $22.0

million, and contingent consideration of approximately $14.0 million, offset by cash acquired of

$4.6 million (the “Pullman Transaction”). Pullman operated four facilities in the United States

and two facilities in Mexico. Pullman’s product line consisted primarily of structural, impact

and trim roll-formed components for automotive and furniture applications, which enabled the

Debtors to create more advanced tubular, shaped and enclosed formed structures to meet the

future demands of the automotive industry.


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11. In August 2008, the Debtors completed the purchase of the Tailored Laser-

Welded Blank operations of Arcelor S.A., a member of the ArcelorMittal group, the world’s

largest steel company (the “Arcelor Transaction”). The total value of the Arcelor Transaction

was approximately $300 million, with Arcelor receiving 9.375 million shares of the common

stock of Noble International, Ltd., and with the balance of the purchase price in the form of cash,

assumption of certain obligations, and a subordinated note. The Arcelor Transaction provided

the Debtors with considerable customer and geographic diversification.

12. The Noble Business is conducted, directly and indirectly, by the various entities

that constitute the Debtors. The corporate structure of the Debtors is dictated both by geography

and by the legacy structure of the corporate entities acquired in the Arcelor Transaction and the

Pullman Transaction. The systems, operations, functions and cash flows of the various Debtor

entities are integrated such that the Debtors operate the Noble Business on a consolidated basis.

13. The common stock of Noble International, Ltd. is publicly traded on the

NASDAQ stock exchange under the symbol “NOBL.” Major shareholders include

ArcelorMittal S.A. (“Arcelor”), which owns approximately 49.9% of the outstanding shares,

Soundpost Partners, L.P. and Jamie Lester, who jointly own approximately 4.9% of the

outstanding shares, and St. Denis J. Villere & Company, LLC, which owns approximately 3.3%

of the outstanding shares. Certain officers and directors of Noble International, Ltd. are also

shareholders.

14. Noble International, Ltd. is the sole holder of equity in Noble European Holdings,

B.V., which is not a Debtor in these cases, and which through its subsidiaries operates seven

facilities, primarily in Western Europe, as well as joint ventures in China, India, and Mexico.


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The subsidiaries of Noble European Holdings, B.V. create form structures using laser-welding

technologies, primarily for use in the automotive industry.

C. Pre-Petition Indebtedness of the Debtors

15. The Debtors’ principal liabilities consist of certain bank and third party debt in an

approximate amount of $118.4 million as of April 14, 2009, as follows:

a. A senior secured credit facility consisting of a $40 million revolving loan

commitment (the availability of which is limited by a borrowing base calculation) and a

$70 million term loan commitment, pursuant to a Sixth Amended and Restated Credit

Agreement dated as of December 11, 2006, as amended, by and among Noble

International, Ltd. (“Borrower”), the Lenders that are parties thereto from time to time,

and Comerica Bank, as Agent for the Lenders (the “Facility”). The principal amount

outstanding under the revolving loan as of April 14, 2009, was approximately $10.2

million in the aggregate. There is no outstanding balance on the term loan. In addition,

the Borrower owes approximately $700,000 pursuant to Letter of Credit obligations

under the Facility. The obligations of the Borrower under the Facility are guaranteed by

Noble Advanced Technologies, Inc., Noble Tube Technologies, LLC, Noble Logistic

Services, Inc., Noble Metal Processing – Ohio, LLC, Noble Metal Processing – West

Michigan, Inc., Pullman Investments LLC, Noble Metal Processing – Indiana, Inc., Noble

Manufacturing Group, Inc., Noble Metal Processing, Inc., Noble Land Holdings, Inc.,

Prototech Laser Welding Inc. (d/b/a LWI Laser Welding International), Noble Swiss

Holdings, LLC, Noble Metal Processing – New York, Inc., Noble Metal Processing –

Kentucky, G.P., Tailor Steel America, LLC, and Noble TSA, LLC (the “Guarantors”).

The Borrower’s and Guarantors’ obligations are collectively secured by all of the

accounts, chattel paper, deposit accounts, general intangibles, equipment (except as


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pledged to GECC), inventory, documents, computer records and software, investment

property, and proceeds of the foregoing, among other collateral, of the Borrower and the

Guarantors. The revolving loan accrues interest at either a margin to the prime rate or

LIBOR, at the Borrower’s option; as of March 31, 2009, the revolving loan accrued

interest at a rate of 5.75%;

b. A secured $12.5 million term loan provided pursuant to a Promissory Note

in favor of General Electric Capital Corporation (the “GECC Note”), executed by Noble

Manufacturing Group, Inc., Noble Metal Processing, Inc., Noble Advanced

Technologies, Inc., Noble Metal Processing – New York, Inc., Noble Metal Processing –

Kentucky, G.P., Prototech Laser Welding, Inc. (d/b/a LWI Laser Welding International),

Noble Tube Technologies, LLC, Noble Metal Processing – West Michigan, Inc., Noble

Metal Processing – Indiana, Inc., Noble Metal Processing – Ohio, LLC, and Tailor Steel

America, LLC (the “Obligors”). The obligations represented by the GECC Note are

guaranteed by Noble International, Ltd., and are secured by certain machinery and

equipment of the Obligors. The principal amount outstanding under the GECC Note as

of April 8, 2009, was approximately $11.3 million. The obligations represented by the

GECC Note accrue interest at a fixed rate of 9.89%;

c. One Convertible Subordinated Note, as amended, issued by Noble

International, Ltd. to HFR RVA Combined Master Trust in the principal amount of

$1.775 million, all of which remains outstanding (the “HFR Note”). The note bears

interest at a rate of 8.0%, and matures on October 11, 2011. The HFR Note is

subordinated to the Facility and the GECC Note. The HFR Note is convertible into


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shares of the common stock of Noble International, Ltd., in whole or in part, from time to

time until October 11, 2011.

d. One Convertible Subordinated Note, as amended, issued by Noble

International, Ltd. to Whitebox Special Opportunities Fund Partners Series B, LP, (the

“WSOFP Note”) in the principal amount of $3.0 million, all of which remains

outstanding. The WSOFP Note bears interest at a rate of 8.0%, and matures on October

11, 2011. The WSOFP Note is subordinated to the Facility and the GECC Note. The

WSOFP Note is convertible into shares of the common stock of Noble International, Ltd.,

in whole or in part, from time to time until October 11, 2011.

e. One Convertible Subordinated Note, as amended, issued by Noble

International, Ltd. to Whitebox Diversified Convertible Arbitrage Partners, LP (the

“WDCAP Note”) in the principal amount of $1.5 million, all of which remains

outstanding. The WDCAP Note bears interest at a rate of 8.0%, and matures on October

11, 2011. The WDCAP Note is subordinated to the Facility and the GECC Note. The

WDCAP Note is convertible into shares of the common stock of Noble International,

Ltd., in whole or in part, from time to time until October 11, 2011.

f. One Convertible Subordinated Note, as amended, issued by Noble

International, Ltd. to Whitebox Convertible Arbitrage Partners, L.P., (the “WCAP Note”)

in the principal amount of $12,588,000, all of which remains outstanding. The WCAP

Note bears interest at a rate of 8.0%, and matures on October 11, 2011. The WCAP Note

is subordinated to the Facility and the GECC Note. The WCAP Note is convertible into

shares of the common stock of Noble International, Ltd., in whole or in part, from time to

time until October 11, 2011.


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g. One Convertible Subordinated Note, as amended, issued by Noble

International, Ltd. to Whitebox Combined Partners, L.P., (the “WCP Note,” and together

with the HFR Note, the WSOFP Note, the WDCAP Note, and the WCAP Note, the

“Whitebox Notes”) in the principal amount of $13,637,000, all of which remains

outstanding. The WCP Note bears interest at a rate of 8.0%, and matures on October 11,

2011. The WCP Note is subordinated to the Facility and the GECC Note. The WCP

Note is convertible into shares of the common stock of Noble International, Ltd., in

whole or in part, from time to time until October 11, 2011.

h. One Subordinated Note issued by Noble International, Ltd. to Arcelor

USA Holding, Inc., dated August 31, 2007, in the principal amount of $15 million (the

“2007 Arcelor Note”). As of April 8, 2009, approximately $13.7 million remains

outstanding on the 2007 Arcelor Note, which bears interest at a rate of 6%, and matures

on August 31, 2012. The 2007 Arcelor Note is subordinate to the Whitebox Notes.

i. One Convertible Subordinated Note issued by Noble International, Ltd. to

ArcelorMittal S.A., dated March 20, 2008, in the principal amount of $50 million, all of

which remains outstanding (the “2008 Arcelor Note”). The 2008 Arcelor Note bears

interest at a rate of 6%, and matures on March 20, 2013. The 2008 Arcelor Note is

subordinate to the Whitebox Notes. The 2008 Arcelor Note is convertible into shares of

the common stock of Noble International, Ltd., in whole or in part, from time to time

until March 20, 2013.

16. Accrued interest on the foregoing obligations of approximately $2.9 million was

outstanding as of April 8, 2009.


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17. The Debtors also have capital lease obligations totaling approximately $2.3

million as of March 31, 2009.

18. As of the Petition Date, the Debtors had trade debt in the approximate amount of

$25.1 million.

D. Events Leading to the Chapter 11 Filings

19. By the third quarter of 2008, business conditions facing North American and

European vehicle manufacturers deteriorated significantly due to on-going and intensifying

macroeconomic trends and conditions, including the global credit crunch, troubled capital

markets, the housing crisis, volatile commodity prices and plunging consumer confidence.

Those conditions resulted in, and are expected to continue to result in, lower levels of vehicle

manufacturing by the OEMs, which in turn results in lower revenues for suppliers, including the

Debtors.

20. In addition to these general factors, in the third quarter of 2008, the Debtors had

significant contracts to sell parts for use in vehicle manufacturing platforms that terminated,

expired and/or were not renewed. In some cases, a contract for future business was given to one

of the Debtors’ competitors. In others, the customer decided either to manufacture a replacement

for the Debtors’ product or decided to dispense with the product. The Debtors also rejected

certain contract proposals based on profitability analysis. All of these factors contributed to

decreasing revenue for the Debtors.

21. On February 23, 2009, Noble entered into a 30-day, binding memorandum of

understanding (the “MOU”) with General Motors Corporation, Ford Motor Company, Chrysler,

LLC (collectively, the “Customers”) and Comerica Bank, as agent for itself and other lenders

(the “Lenders”) under the Facility. In the MOU, the Customers agreed to expedited payment of

amounts owed to Noble and other accommodations of financial benefit to Noble and agreed to


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provide a limited amount of short-term financing through the purchase of subordinated

participations in the Facility. Accordingly, the Customers entered into a Subordinated

Participation Agreement with Comerica and Noble on February 24, 2009 (the “Customers

Participation”), and Chrysler individually entered into a Subordinated Participation Agreement

with Comerica and Noble on February 24, 2009 (the “Chrysler Participation”). In conjunction

with the Chrysler Participation, Chrysler purchased a participation in the amount of $6,000,000,

which was funded to Noble.

22. Concurrently with the signing of the MOU, Noble and the Lenders also entered

into a forbearance agreement dated February 24, 2009 (the “Forbearance Agreement”) and

expiring March 23, 2009 (the “Expiration Date”) unless earlier terminated. In the Forbearance

Agreement, the parties agreed, effective immediately, to terminate the Lenders’ commitment to

make revolving credit advances. The revolving credit feature of the Facility has been converted

into a discretionary facility, payable on demand and expiring on the Expiration Date unless

extended. Under the terms of the discretionary facility, the Lenders may continue, but are not

obligated, to advance funds to Noble in accordance with the Facility through the Expiration Date

subject to a “borrowing base” formula and limited to $5 million in principal amount outstanding

at any time.

23. The Lenders agreed to refrain from exercising remedies under the Facility until

the Expiration Date, subject to earlier termination. Earlier termination is permitted in the event

of a default under the Facility (such as default on the Mexican Loan mentioned below) or a

default under the Forbearance Agreement, in the event of further deterioration in the financial

condition of Noble or further deterioration in the Lenders’ collateral position, or in the event that

the Lenders believe that the prospect of payment or performance is impaired. Pullman de


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Queretaro was obligated to repay, on March 2, 2009, the Mexican Loan, which is guaranteed by

Noble, in the outstanding principal amount of approximately $9.2 million. Default on the

Mexican Loan also would be a default on the Facility. Incident to entering into the revised credit

arrangements mentioned above, Comerica Bank agreed that if, on or before March 2, 2009, it

received $2 million toward repayment of the outstanding principal amount of the Mexican Loan,

then it would agree to forbear, through the Expiration Date, with respect to the maturity date

default on the Mexican Loan. On or about March 2, 2009, Pullman de Queretaro paid $1.5

million to Comerica Bank and Comerica Bank agreed to forbear through the Expiration Date,

with respect to the maturity date default on the Mexican Loan (the “Mexican Forbearance

Agreement”).

24. On March 17, 2009, the Customers provided $2 million to Noble by purchasing of

subordinated participations in the Facility pursuant to the MOU and the Customers Participation.

On March 18, 2009, the Company entered into first amendments to the Forbearance Agreement

(the “Forbearance Agreement Amendment”) and the Mexican Forbearance Agreement with the

parties to those agreements. Pursuant to the terms of the Forbearance Agreement Amendment,

Comerica Bank agreed to provide approximately $2 million to the Company on March 19, 2009

under the terms of the Facility. Under the amendments the Lenders also agreed to maintain the

Forbearance Agreement and the Mexican Forbearance Agreement through March 23, 2009.

25. The MOU was extended orally by the parties up to the Petition Date. During this

extended period, the Customers provided additional short-term financing through the purchase of

subordinated participations in the Facility pursuant to the Customers Participation.

26. On March 20, 2009, Noble International, Ltd. (“Noble”) filed a lawsuit against

Arcelor and Powerlasers Limited and Powerlasers Corporation (together “Powerlasers”)


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(collectively with Arcelor, the “Defendants”). The lawsuit was filed in the Michigan Circuit

Court for the County of Oakland, where it was assigned case number 09-099341-CK, the

Honorable Wendy L. Potts presiding. The lawsuit alleges three counts: Count I for injunctive

relief against the Defendants, Count II for breach of contract against Arcelor, and Count III for

tortious interference with contract against Powerlasers.

27. The court ordered the parties to appear and show cause why a TRO should be

granted, and set that hearing for March 25, 2009. The court denied the motion for a TRO. The

court did order the parties to facilitate their dispute prior to a future hearing on a preliminary

injunction. A date for a preliminary injunction hearing has not been set. The case is currently

pending.

E. Objectives of the Chapter 11 Filings

28. The Debtors intend to maximize value for the benefit of all stakeholders.

Additional factual background relating to the Debtors, including their corporate structure,

business operations, the circumstances leading to the filing of the chapter 11 cases and their

existing indebtedness, is set forth in detail in the Fallon Declaration, filed concurrently herewith

and fully incorporated herein by reference.2

F. Post-Petition Financing

29. The Debtors have requested this Court’s authority to approve debtor-in-

possession financing on the terms and conditions set forth in the DIP Financing Motion. The

Debtors urgently require financing and credit under §364 of the Code to fund day-to-day

operations to maintain production for their customers. Continuing production is necessary to

preserve the Debtors’ operations and is integral to the Debtors’ estates. The Debtors believe that


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their inability to fund continuing production would result in a material, negative impact on their

businesses, all to the prejudice and detriment of the Debtors’ creditors, customers and

employees.

30. Absent immediate use of DIP Financing for their continuing business operations,

the Debtors will be unable to pay operating expenses and, therefore, unable to continue to

conduct their business pending the Final Hearing on the DIP Financing Motion. Consequently, if

interim relief is not obtained, the Debtors’ cases will be immediately and irreparably jeopardized,

to the detriment of their estates, creditors and other parties in interest.

Relief Requested

31. The Debtors seek the authority to employ Foley & Lardner LLP as their general

bankruptcy counsel during the term of these chapter 11 proceedings pursuant to sections 327(a),

328(a), 329 and 1107 of the Bankruptcy Code, Rules 2014(a) and 2016(b) of the Federal Rules

of Bankruptcy Procedure, and Local Bankruptcy Rule 2014-1.

A. Basis for Relief

32. Section 327(a) of the Bankruptcy Code authorizes debtors-in-possession, under

certain specified conditions, to employ attorneys to represent them for specified purposes.

Specifically, section 327(a) states in full as follows:

Except as otherwise provided in this section, the trustee with the court’s approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee’s duties under this title.

11 U.S.C. § 327(a).

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them as set forth in the

Fallon Declaration.


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B. Rule 6003 – Interim Relief

33. Pursuant to the recently revised Bankruptcy Rule 6003, the court may grant relief

regarding an application pursuant to Bankruptcy Rule 2014 to retain a professional within 20

days after the filing of the petition to the extent the relief is necessary to avoid immediate and

irreparable harm. Bankruptcy Rule 6003, however, does not expressly forbid courts from

entering interim orders approving professional retentions during the first 20 days of a chapter 11

case. See, e.g., In re Tousa, Inc., et al., No. 08-10928-JKO (Bankr. S.D. Fla. Jan. 29, 2008)

(approving interim retentions of financial advisor and legal counsel on interim basis on the same

terms as set forth in the proposed order attached hereto as Exhibit A within the first 20 days of

chapter 11 case).

34. According to the Advisory Committee note to Bankruptcy Rule 6003, the

standard employed in Bankruptcy Rule 6003 is taken from Bankruptcy Rule 4001(b)(2) and

(c)(2), and decisions under those provisions should provide guidance for the application of

Bankruptcy Rule 6003. Bankruptcy Rule 4001(b)(2) and (c)(2) are well understood and are the

models for numerous first-day motions, such as obtaining credit and seeking use of cash

collateral. That process is well established: if the court is so disposed, the partial relief is granted

in the interim before the final hearing can be conducted. Later, after further opportunity for other

parties-in-interest to consider the application and to object, the court, if so disposed, will grant

the balance of the relief requested.

35. Moreover, Bankruptcy Rule 6003 is entitled “Interim and Final Relief

Immediately Following the Commencement of the Case . . . .” Thus, the very title of the Rule

contemplates that relief may be granted on an interim basis.

36. Foley will play an integral role in the first 20 days of these chapter 11 cases. The

Debtors will need Foley’s assistance in analyzing the Debtors’ current financial and legal


DETR_1069900.4 18

situation, preparing and filing on behalf of the Debtors all necessary and appropriate motions,

pleadings and other documents, advising the Debtors concerning their powers and duties as

debtors in possession and advising the Debtors concerning, and assisting in, the negotiation and

documentation of, financing agreements, debt restructurings, cash collateral arrangements and

related transactions, among other things. The general services Foley will perform on behalf of

the Debtors are set forth more fully below.

37. Accordingly, the Debtors submit that they have satisfied the requirements of

Bankruptcy Rule 6003 to support immediate entry of an interim order authorizing the Debtors to

retain and employ Foley on an interim basis and to compensate Foley for any services rendered

during that interim period in accordance with the Bankruptcy Code and the interim compensation

procedures that may be established in these cases. This interim form of relief ensures the

availability of Foley’s full resources to the Debtors during a critical period in these cases, while

preserving the ability of all parties-in-interest, including the U.S. Trustee, to object to this

application on a final basis. The form of the proposed order granting this application clearly and

unequivocally preserves any objections of all creditors and parties-in-interest to the final hearing

on this application and further provides that any such objection will be considered de novo.

Accordingly, no party is prejudiced by the limited relief sought by this application and the

objective of the drafters of Bankruptcy Rule 6003 is not frustrated.

C. Foley & Lardner LLP

38. The Debtors have selected Foley because it has extensive experience in

bankruptcy matters, as well as in financial, corporate, securities, employment, real estate, and

other matters that are likely to be at issue in these chapter 11 cases. The Debtors believe that

Foley is well qualified to represent them as debtors-in-possession in this proceeding.


DETR_1069900.4 19

39. Foley has represented the Debtors in numerous legal matters over the last several

years in nearly all aspects of their businesses. These matters have included general corporate,

securities law disclosure and compliance, acquisition, commercial, financing, supplier and

customer issues, employment, litigation and other matters.

40. Over the past several months, Foley has represented the Debtors with respect to

all aspects of their restructuring efforts, including pre-bankruptcy planning. Specifically, Foley

has represented the Debtors in negotiations with various constituents, in order to effectuate

certain accommodations and other transactions to assist the Debtors in restructuring their

financial obligations. As a result of these engagements, Foley has become intimately familiar

and knowledgeable with respect to the Debtors’ industry, business operations, finances, trade and

customer relationships and restructuring options and strategies. The Debtors submit that Foley’s

accumulated knowledge of the Debtors’ affairs, finances and restructuring options will be crucial

to the success of their chapter 11 cases.

41. If the Debtors were not permitted to retain Foley, the Debtors would be required

to locate and retain another law firm to represent them in these critical restructuring proceedings.

Any such firm would be required to expend a significant amount of time and resources

familiarizing itself with the Debtors’ operations, financial matters, legal issues and restructuring

options. The Debtors have concluded that this would require the estates to incur significant

additional legal fees and, more importantly, slow the pace of their chapter 11 cases. Having

considered all these factors, the Debtors have concluded that no other law firm could represent

them as effectively and efficiently as Foley.

42. Foley, as well as the specific professionals to be involved in these chapter 11

proceedings, enjoy an excellent national reputation as bankruptcy attorneys, litigators and


DETR_1069900.4 20

general business practice attorneys, and have extensive experience representing parties in

complex, national bankruptcy matters, including the representation of large corporate debtors in

complex chapter 11 proceedings. The Debtors believe that Foley is well suited to provide the

representation and professional services that their reorganization proceedings will require.

43. The Debtors contemplate that Foley will render general legal services in

connection with their chapter 11 cases, including, but not limited to, the following:

• Analyzing the Debtors’ current financial and legal situation;

• Preparing and filing on behalf of the Debtors all necessary and appropriate petitions, applications, motions, pleadings, draft orders, notices and other documents, including amendments thereto, and reviewing all financial and other reports to be filed in these chapter 11 cases;

• Advising the Debtors concerning their powers and duties as debtors-in-possession in the continued operation of their businesses and management of their property;

• Advising the Debtors concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements and related transactions;

• Advising the Debtors with regard to their relationships with secured and unsecured creditors and equity security holders, past, present and future, negotiating with such creditors and security holders, and their representatives and legal counsel, as necessary, and taking such legal action or actions as may be necessary or advisable in the best interests of the Debtors;

• Reviewing the nature and validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of such liens;

• Negotiating and assisting in the drafting and preparation of leases, security instruments, and other contracts as may be in the best interests of the Debtors;

• Representing the Debtors at the meeting of creditors, confirmation hearing, and such other hearings as may occur;

• Advising the Debtors concerning the actions that it might take to collect and to recover property for the benefit of the Debtors’ estates;


DETR_1069900.4 21

• Assisting and counseling the Debtors in connection with the formulation, negotiation, preparation, acceptance, confirmation, and implementation of a chapter 11 plan, if applicable;

• Preparing, on behalf of the Debtors, a Disclosure Statement, and assisting the Debtors in soliciting acceptances of a chapter 11 plan;

• Advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in these chapter 11 cases;

• Representing the Debtors in adversary proceedings and other contested matters;

• Performing all other legal services for or on behalf of the Debtors that may be necessary or prudent in the administration of their chapter 11 cases and the reorganization of the Debtors’ businesses, including advising and assisting the Debtors with respect to debt restructurings, stock or asset dispositions, claims analysis and disputes, and legal issues involving general corporate, bankruptcy, labor, employee benefits, tax, finance, real estate, and litigation matters, and utilizing paraprofessionals, law clerks, associates, and partners of the firm of Foley & Lardner LLP as may be prudent and economical under the circumstances.

44. Except as specifically disclosed in this Application or in the Barbatano

Declaration, based solely on the Conflicts Investigation, as defined below, neither Foley nor any

of its attorneys or employees (i) is a creditor, an equity security holder or an insider of the

Debtors; (ii) is or has been within two years before the date of the filing of the petition a director,

officer or employee of the Debtors; or (iv) has an interest materially adverse to the interests of

the estate or of any class of creditors or equity security holders, by reason of any direct or

indirect relationship to, connection with, or interest in, the Debtors. Accordingly, Foley is a

“disinterested person” within the meaning of sections 101(14) and 327 of the Bankruptcy Code

except as specifically disclosed in this Application and the Barbatano Declaration.

D. Foley’s Investigation of Conflicts and Connections

45. In connection with its potential retention in these chapter 11 cases, Foley

conducted an investigation to ascertain conflicts and connections with the Debtors’ creditors and


DETR_1069900.4 22

equity security holders (the “Conflicts Investigation”). Foley searched the names of (a) every

trade creditor identified by the Debtors, including the fifty largest unsecured creditors of the

Debtors, (b) all secured creditors identified by the Debtors, (c) the senior officers and directors of

the Debtors, (d) entities affiliated with the Debtors, (e) significant customers,3 (f) lenders, and (g)

equity holders owning more than 5% of the Debtors’ common stock.

46. Based on the Conflict Investigation, Foley has determined that it has no

connection with the Debtors, their creditors or other parties in interest or their respective

attorneys or accountants, or the United States Trustee, or any person employed in the office of

the United States Trustee, except as set forth herein and in the Barbatano Declaration. In

addition, from time to time, Foley has represented certain creditors, equity holders and other

parties in interest, or interests adverse to such creditors or parties in interest, in matters unrelated

to the Debtors, their chapter 11 cases and the issues presented therein.

a. Based on the Conflict Investigation, Foley determined that it has within

the past 12 months represented the following customers, creditors, parties-in-interest

and/or equity security holders, or their subsidiaries or affiliates, in past matters wholly

unrelated to the Debtors or the matters at issue in these chapter 11 cases:

3 Foley may currently represent, or in the past has represented, customers of the Debtors representing less

than 1% of the Debtors’ 2008 revenue, based on information provided by the Debtors and their representatives. Such entities were not included in Foley’s conflicts search.


DETR_1069900.4 23

BNP Paribas Bank of Montreal Chrysler LLC Citizens Bank Deloitte & Touche LLP GE Corporate Financial Services General Motors Corporation Grubb & Ellis Honda Motor Co., Ltd.

JPMorgan Chase & Co. Metals USA Mitsubishi Corporation Renault s.a.s. Volkswagen AGNational City Bank (nowa subsidiary of The PNC Financial Services Group, Inc.)The PNC Financial Services Group, Inc.Nissan Trading Co. Ltd.

b. Based on the Conflict Investigation, Foley determined that it currently

represents the following customers, creditors, parties-in-interest and/or equity security

holders, or their subsidiaries or affiliates, in matters wholly unrelated to the Debtors or

the matters at issue in these chapter 11 cases:

Bank of Montreal Deloitte & Touche LLP Chrysler LLC Citizens Bank GE Corporate Financial Services General Motors Corporation Honda Motor Co., Ltd. JPMorgan Chase & Co. Metals USA

Mitsubishi Corporation National City Bank (now a subsidiary of The PNC Financial Services Group, Inc.) Nissan Trading Co. Ltd. The PNC Financial Services Group, Inc. Nissan Motor Co., Ltd. Renault s.a.s. Volkswagen AG

47. With respect to those parties identified in Paragraph 39(b), Foley has determined

that, for each such entity, the fees billed to each of them in Foley’s last fiscal year did not exceed

one percent (1%) of Foley’s revenue for that fiscal year. Any such engagements were wholly

unrelated to the Debtors or the matters at issue in these chapter 11 cases and Foley either has

obtained or will seek to obtain conflict waivers from those clients who are customers and secured

lenders of the Debtors or where otherwise required by the rules of professional responsibility.

Although Foley does not anticipate any direct conflicts with such entities, the waivers Foley

obtains may be limited such that Foley will not be able to represent the Debtors in matters


DETR_1069900.4 24

directly adverse to such clients. In the unlikely event that an unwaivable conflict presents itself,

the Debtors will engage special conflicts counsel. The Debtors appreciate that the need may

arise for the retention of conflicts counsel and believe that retaining Foley and any necessary

conflicts counsel is in the best interests of their estates. The Debtors and Foley submit that any

law firm of Foley’s size and stature would have similar relationships and connections with the

Debtors’ creditors.

48. Finally, Foley has provided, or may provide, services for certain of the Debtors’

subsidiaries and affiliates, some of which are creditors of certain Debtors, as a result of

intercompany loans or transactions.

E. General Information Regarding the Terms of Foley’s Engagement

49. The Debtors wish to employ Foley under a general retainer because of the extent

of the legal services required, and understand that they will be billed for legal services performed

by attorneys at Foley at the hourly rates stated below, subject to annual adjustment in the

ordinary course of Foley’s business at the inception of the firm’s fiscal year, which is February 1

of each year. The Debtors request that all legal fees and related costs and expenses incurred by

the Debtors on account of legal services rendered by Foley in these chapter 11 cases be paid as

administrative expenses of their respective estates. Foley will maintain detailed records of any

actual and necessary costs and expenses incurred in connection with these legal services.

50. The names and positions of the Foley professionals and paraprofessionals

presently expected to have primary responsibility for providing services to the Debtors are listed

below. In addition, Foley has identified each such professional’s standard hourly rate that Foley

has agreed to charge for such professional’s time in connection with these chapter 11

proceedings:


DETR_1069900.4 25

PARTNERS

Name General Area of Professional Services to be Provided

Standard Hourly Rate

Agreed Hourly Rate

Barbatano, Salvatore A.

Bankruptcy Counsel $675 $595.00

Daugherty, Patrick D. General Corporate and Securities $720 $595.00 Doogal, Daljit S. General Corporate and Finance $560 $476.00 Lamb-Hale, Nicole Y. Bankruptcy Counsel $540 $459.00 O’Neill, Judy A. Bankruptcy Counsel $675 $573.75 VanRiper, Yvette M. General Corporate and Securities $535 $454.75

SENIOR COUNSEL AND ASSOCIATES



Agreed Hourly Rate

Dragich, David G. Bankruptcy Counsel $525 $446.25 Gubbini, David V. General Corporate and Securities $490 $416.50 Nederhood, Robert General Corporate and Securities $370 $314.50 Peterson, Lars A. Bankruptcy Counsel $345 $293.25

PARAPROFESSIONALS



Agreed Hourly Rate

Crabtree, Veronica L. General $195 $165.75 Hall, Katherine E. General $215 $182.75 In addition, Foley will utilize such other professionals and paraprofessionals as the demands of

these chapter 11 cases require and as the substantive issues that arise may dictate.

51. The Debtors paid Foley a retainer of $300,000 in connection with preparation for

filing the chapter 11 petitions and related documentation in these cases.

52. Foley seeks a retainer from Debtors’ cash collateral for such services as will be

rendered and such disbursements and expenses as will be incurred in the course of these chapter

11 proceedings, subject to approval of the Bankruptcy Court. Thereafter, payment will be made

by monthly interim payment and quarterly by the Debtors’ estates and final payment upon

application to the Court.


DETR_1069900.4 26

53. Given Foley’s preexisting relationship with the Debtors, Foley has been paid for

services as indicated in the attached Exhibit B. Exhibit B is the Debtors’ payment history with

Foley & Lardner LLP.

54. The attorneys who will appear in these cases are duly admitted to practice before

the United States District Court and the United States Bankruptcy Court for the Eastern District

of Michigan or will apply for such admission as soon as practicable.

55. Foley is willing to act as general bankruptcy counsel for the Debtors and to be

compensated at the hourly rates described herein, on a general retainer.

56. For the reasons stated throughout this Application, the Debtors believe that

employing Foley as general bankruptcy counsel during these proceedings is in the best interests

of the estates, and, except as noted in this Application and the Barbatano Declaration, that Foley

holds no interests adverse to the Debtors or the estates with respect to the matters for which

Foley is to be retained.

Notice

57. Notice of this Motion has been provided to: (a) the Office of the United States

Trustee for the Eastern District of Michigan; (b) counsel to Comerica Bank; (c) the thirty largest

unsecured creditors of the Debtors (on a consolidated basis); (d) counsel for General Motors

Corporation, Ford Motor Company, and Chrysler LLC; (e) counsel for General Electric Capital

Corporation; and (f) counsel for ArcelorMittal, S.A. The Debtors submit that in light of the

nature of the relief requested, no further notice is required. This Motion has been submitted on

an expedited basis because of the numerous matters to be considered by the Court during the

initial period of these cases regarding the administration and the post-petition operations of the

Debtors.


DETR_1069900.4 27

WHEREFORE, the Debtors respectfully hereby move this Court for entry of an order

granting the relief requested in the Motion and such further relief as is just and proper.

Dated: April 15, 2009 Detroit, Michigan

FOLEY & LARDNER LLP /s/ David G. Dragich Judy A. O’Neill (P32142) David G. Dragich (P63234) One Detroit Center 500 Woodward Ave., Suite 2700 Detroit, MI 48226-3489 (313) 234-7100 (Telephone) (313) 234-2800 (Facsimile) Proposed Counsel for the Debtors and Debtors in Possession


DETR_1069900.4

EXHIBIT A


DETR_1069900.4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

) In re: ) Chapter 11 ) NOBLE INTERNATIONAL, LTD., et al.1 ) Case No. 09-(___________) ) ) ) ) Debtors. ) Tax I.D. No. (38-3139487) )

INTERIM FIRST DAY ORDER AUTHORIZING EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTORS

PURSUANT TO 11 U.S.C. § 327(a), 328(a), 329 AND 1107 OF THE BANKRUPTCY CODE, RULES 2014(a) AND 2016(b) OF THE FEDERAL RULES OF BANKRUPTCY

PROCEDURE AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1

Upon the Debtors’ Application (the “Application”)2 to Employ Foley & Lardner LLP as

General Counsel Pursuant to sections 327(a), 328(a), 329 & 1107 of title 11 of the United States

Code (the “Bankruptcy Code”), Rules 2014(a) & 2016(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy

Rules for the Eastern District of Michigan (the “Local Rules”); seeking entry of an interim and

final order authorizing the Debtors to employ and retain Foley & Lardner LLP (“Foley”) as

general bankruptcy counsel to the Debtors as of the Petition Date; and upon consideration of the



2 Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Application.


DETR_1069900.4 2

Declaration of Salvatore A. Barbatano (the “Barbatano Declaration”) attached to the Application

as Exhibit C and incorporated by reference herein; and the Court having jurisdiction pursuant to

sections 157 and 1334 of title 28 of the United States Code to consider the Motion and the relief

requested therein; and venue being proper in this Court pursuant to sections 1408 and 1409 of

title 28 of the United States Code; and it appearing that proper and adequate notice of the Motion

has been given and that, except as otherwise ordered herein, no other or further notice is

necessary; and the Court having determined that the relief sought in the Motion is in the best

interests of the Debtors, their creditors, and all parties in interest; and the Court having

determined that the legal and factual bases set forth in the Motion and the Barbatano Declaration

establish just cause for the relief granted herein, it is therefore,

ORDERED that the Application is GRANTED on an interim basis as of the

Petition Date; and it is further

ORDERED that Foley & Lardner LLP is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code; and it is further

ORDERED pursuant to section 327(a) of the Bankruptcy Code, the Debtors are

authorized to employ and retain Foley & Lardner LLP, as of the Petition Date, as their general

bankruptcy counsel for all purposes permitted by Section 327(a); and it is further

ORDERED that Foley shall be compensated in accordance with Sections 330 and

331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of

this Bankruptcy Court, and such procedures as may be fixed by this Court; and it is further

ORDERED that a final hearing on the Application is scheduled for [____], 2009

at ___:___ a.m./p.m., prevailing Eastern Time, before this Court (the “Final Application

Hearing”). Any party in interest objecting to the relief sought in the Application shall serve and


DETR_1069900.4 3

file written objections; which objections shall be served upon (a) Foley & Lardner LLP, Attn:

Salvatore A. Barbatano, and (b) the Office of the United States Trustee for the Eastern District of

Michigan (collectively, the “Notice Parties”) and shall be filed with the Clerk of the United

States Bankruptcy Court for the Eastern District of Michigan, in each case to allow actual receipt

by the foregoing no later than [_____], 2009 at ___:___, prevailing Eastern Time (the “Objection

Deadline”); and it is further

ORDERED that in the event the Application is not granted on a final basis, Foley

shall be authorized to submit a fee application with this Court for compensation for services

rendered in the period between the Petition Date and the Final Application Hearing. Any party

in interest may object to the fee application; provided, however, that such party shall file such

objection with this Court and serve a copy of the objection upon the Notice Parties; and it is

further

ORDERED that entry of this Interim Order is without prejudice to the rights of

any party in interest to interpose an objection to the Application, and any such objection will be

considered on a de novo standard at the Final Application Hearing; provided, however, that the

Final Application Hearing will be cancelled and taken off the Court’s calendar, without further

notice, if no objections are filed and received by the Notice Parties by the Objection Deadline

and upon filing by Foley of (i) a certificate of no objection together with (ii) a Final Order

granting the Application. The Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this order.

Dated: _____________, 2009

UNITED STATES BANKRUPTCY JUDGE


DETR_1069900.4 4

Approved for Entry: Office of the United States Trustee for the Eastern District of Michigan


DETR_1069900.4

EXHIBIT A1


DETR_1069900.4


SOUTHERN DIVISION


FINAL ORDER AUTHORIZING EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTORS PURSUANT TO 11

U.S.C. § 327(a), 328(a), 329 AND 1107 OF THE BANKRUPTCY CODE, RULES 2014(a) AND 2016(b) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND

LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1

Upon the Debtors’ Application (the “Application”) to Employ Foley & Lardner LLP as

General Counsel Pursuant to sections 327(a), 328(a), 329 & 1107 of title 11 of the United States

Code (the “Bankruptcy Code”), Rules 2014(a) & 2016(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy

Rules for the Eastern District of Michigan (the “Local Rules”); seeking entry of an interim and

final order authorizing the Debtors to employ and retain Foley & Lardner LLP (“Foley”) as

general bankruptcy counsel to the Debtors as of the Petition Date; and upon consideration of the

Declaration of Salvatore A. Barbatano (the “Barbatano Declaration”) attached to the Application




DETR_1069900.4 2

as Exhibit C and incorporated by reference herein; and the Court having jurisdiction pursuant to

sections 157 and 1334 of title 28 of the United States Code to consider the Application and the

relief requested therein; and venue being proper in this Court pursuant to sections 1408 and 1409

of title 28 of the United States Code; and it appearing that proper and adequate notice of the

Application has been given and that, except as otherwise ordered herein, no other or further

notice is necessary; and the Court having determined that the relief sought in the Application is

in the best interests of the Debtors, their creditors, and all parties in interest; and the Court

having determined that the legal and factual bases set forth in the Application and the Barbatano

Declaration establish just cause for the relief granted herein, it is therefore,

ORDERED that the Application is GRANTED in its entirety, and all objections

are hereby overruled; and it is further

ORDERED that Foley & Lardner LLP is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code; and it is further

ORDERED pursuant to section 327(a) of the Bankruptcy Code, the Debtors are

authorized to employ and retain Foley & Lardner LLP, as of the Petition Date, as their general

bankruptcy counsel for all purposes permitted by Section 327(a); and it is further

ORDERED that Foley shall be compensated in accordance with Sections 330 and

331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of

this Bankruptcy Court, and such procedures as may be fixed by this Court; and it is further

ORDERED that this is a final Order pursuant to 28 U.S.C. § 158 and shall be

effective immediately upon entry.


DETR_1069900.4 3

Dated: _____________, 2009

UNITED STATES BANKRUPTCY JUDGE

Approved for Entry: Office of the United States Trustee for the Eastern District of Michigan


EXHIBIT B






DETR_1069900.4

EXHIBIT C


DETR_1069900.4


SOUTHERN DIVISION


DECLARATION OF SALVATORE A. BARBATANO IN SUPPORT OF THE DEBTORS’ APPLICATION TO EMPLOY FOLEY & LARDNER LLP PURSUANT TO

SECTIONS 327(a), 328(a), 329 AND 1107 OF THE BANKRUPTCY CODE, FEDERAL RULES OF BANKRUPTCY PROCEDURE 2014(a) AND 2016(b)

AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1

Salvatore A. Barbatano hereby declares as follows:

1. I am an attorney admitted to practice before the United States District Court for

the Eastern District of Michigan. I am a partner with the law firm of Foley & Lardner LLP

(“Foley”). Foley is one of the largest law firms in United States, with twenty-two offices

worldwide and approximately 1,000 attorneys.

2. I make this declaration (the “Declaration”) in connection with the Debtors’

Application to Employ Foley & Lardner LLP as General Bankruptcy Counsel Pursuant to 11

U.S.C. §§ 327(a), 328(a), 329 & 1107, Rules 2014(a) & 2016(b) of the Federal Rules of




DETR_1069900.4 2

Bankruptcy Procedure and Local Bankruptcy Rule 2014-1. I make this Declaration from my

personal knowledge gained from the Conflict Investigation performed by my partners,

employees and colleagues from information derived from the business records of Foley. I will

supplement this Declaration if and when additional information becomes available concerning

any relationship or connection between the creditors or interest holders of the Debtors and Foley.

3. Neither I, Foley, nor any partner of, counsel to or associate of Foley represents

any entity (or its attorneys or accountants) other than the Debtors in connection with these

chapter 11 cases. In addition, except as set forth in this Declaration and the Application, to the

best of my knowledge, after due inquiry, and based solely upon the Disclosure Procedures (as

defined below) neither I, Foley, nor any partner of, counsel to or associate of Foley represents

any party in interest (or its attorneys or accountants) other than the Debtors in connection with

matters related to these chapter 11 cases.

A. Foley’s Disclosure Procedures

4. Foley has in the past represented, currently represents, and may in the future

represent persons or entities that are claimants or interest holders of the Debtors in matters

wholly unrelated to these chapter 11 cases. Foley has a large and diversified legal practice that

encompasses the representation of many financial institutions and commercial organizations,

some of which are or may consider themselves to be creditors, parties in interest or otherwise to

have an interest in these chapter 11 cases.

5. In preparing this Declaration, I caused to be performed by my colleagues and staff

the following procedures (the “Disclosure Procedures”) to assess whether Foley holds any

interest adverse to the Debtors:

(a) A series of lists were prepared by the Debtors of the Potential Adverse Parties, as defined below. These lists were developed from a review of the Debtors’ business records, documents provided to Foley by management


DETR_1069900.4 3

of the Debtors and other professionals employed by the Debtors and from discussions with Foley attorneys who previously provided services to the Debtors.

(b) The potential adverse parties whom Foley identified and with respect to which Foley performed conflicts checks are as follows: (a) trade creditors identified by the Debtors including the fifty largest unsecured creditors of the Debtors, (b) all secured creditors identified by the Debtors, (c) the senior officers and directors of the Debtors, (d) entities affiliated with the Debtors, (e) significant customers,2 (f) lenders; and (g) all equity holders owning 5% or more of the Debtors’ common stock (“Potential Adverse Parties”).

(c) Personnel in Foley’s loss prevention department, which is responsible for conflicts investigation and analysis, searched Foley’s master client database to determine if a match could be found with any Potential Adverse Party. Additionally, such personnel searched for matches with known affiliates of the Potential Adverse Parties, solely to the extent that such affiliates could be identified from Foley’s existing records. These personnel submitted a written copy of their findings for analysis by Foley attorneys.

(d) To the extent that any of the Potential Adverse Parties were identified as present clients of Foley, the current status of that relationship was ascertained.

(e) With respect to the Potential Adverse Parties identified as current clients of Foley, it was confirmed that Foley does not represent the Potential Adverse Party with respect to matters involving the Debtors or these chapter 11 cases. In addition, to the extent possible and/or required by the Michigan Rules of Professional Conduct, Foley has obtained or is attempting to obtain oral or written waivers from the following clients:

Bank of America Chrysler LLC Citizens Bank Deloitte LLP GE Corporate Financial Services General Motors Corporation Honda of America Mfg., Inc. Honda Manufacturing of Alabama, LLC Johnson Controls, Inc.

Mitsubishi Corporation National City Bank (through a waiver previously provided by The PNC Financial Services Group, Inc., which has acquired National City Bank) Nissan Trading Co. Ltd. The PNC Financial Services Group, Inc. Volkswagen Group of America, Inc.

2 Foley may currently represent, or in the past has represented, customers of the Debtors representing less

than 1% of the Debtors’ 2008 revenue, based on information provided by the Debtors and their representatives. Such entities were not included in Foley’s conflicts search.


DETR_1069900.4 4

JPMorgan Chase & Co. Metals USA

Certain of these waivers are limited waivers that will not permit Foley directly to challenge a Potential Adverse Party in litigation. In the event that the Debtors’ interests require such litigation, Foley will have no involvement in such proceedings, and the Debtors will retain special conflicts counsel to handle such matters.

(f) An analysis was undertaken to determine whether any Foley personnel own any securities of the Debtors or their affiliates or hold any claims against the Debtors. This included an e-mail to all Foley attorneys requesting a response if any of them had information suggesting that Foley was not a “disinterested person” as that term is defined in the Bankruptcy Code (and including the complete definition of that term therein). No Foley attorneys have responded to that e-mail as of the date of this Declaration.

(g) Responses to the foregoing inquiries were compiled for purposes of preparing this Declaration. Foley did not obtain waivers from other clients that they represent in other non-related matters. If necessary under the ethical rules, Foley will obtain such waivers as needed, or refer the matter to conflicts counsel.

6. Based solely on the Disclosure Procedures, I have ascertained no connection

between Foley and the Debtors, their creditors or other parties in interest, or their respective

attorneys or accountants, or the United States Trustee for the Eastern District of Michigan or any

person employed by the Office of the United States Trustee for the Eastern District of Michigan,

except as set forth in this Declaration.

7. Additionally, Foley regularly appears in cases, proceedings, and transactions

involving many different attorneys, accountants, financial consultants, and investment bankers,

some of which now or may in the future represent claimants and parties in interest in these

chapter 11 cases. Based solely on the Disclosure Procedures, Foley does not and will not

represent any such entities in relation to the Debtors or these chapter 11 cases. Moreover, Foley


DETR_1069900.4 5

does not have a relationship with any such entities, attorneys, accountants, financial consultants

or investment bankers that would be adverse to the Debtors or the estates.

B. Foley’s Connections with the Debtor

8. Foley has represented the Debtors in numerous legal matters over the last several

years. Foley has represented the Debtors in nearly all aspects of their businesses. These matters

have included general corporate, securities law disclosure and compliance, commercial,

financing, supplier and customer, employment, litigation and other matters.

9. Over the past several months, Foley has represented the Debtors with respect to

all aspects of their restructuring efforts, including pre-bankruptcy planning. Specifically, Foley

has represented the Debtors in negotiations with various constituencies, in order to effectuate

certain accommodations and other transactions to assist the Debtors in restructuring their

financial obligations. As a result of these engagements, Foley has become intimately familiar

and knowledgeable with respect to the Debtors’ industry, business operations, finances, trade and

customer relationships and restructuring options and strategy. In the history of its engagements

for the Debtors, Foley has been paid for services rendered and expenses incurred as set forth in

Exhibit B to the Application.

10. Foley does not and has not represented any of the officers or directors of the

Debtors in connection with these cases.

11. The Debtors paid Foley a retainer of $300,000, in connection with preparation for

filing the chapter 11 petitions and related documentation in these cases.

12. The payments received by Foley from the Debtors in the one year prior to the

Petition Date, and in the ninety days prior to the Petition Date, are set forth in Exhibit B attached

to the Application. Of the amounts paid in the 90 days prior to the Petition Date, $300,000 was

paid to Foley as a retainer in contemplation of restructuring and bankruptcy services to be


DETR_1069900.4 6

provided to the Debtors. The balance of the payments were made in the ordinary course of the

Debtors’ and Foley’s business and/or were contemporaneous exchanges for new value.

13. To the extent Foley was owed amounts for services rendered prior to the Petition

Date, Foley has waived its right to those payments. Foley is not a creditor of the Debtors.

14. Foley seeks a retainer from the Debtors’ cash collateral for such services as will

be rendered and such disbursements and expenses as will be incurred in the course of these

chapter 11 proceedings, subject to approval of the Bankruptcy Court. Thereafter, payment will

be made by monthly interim payment and quarterly by the Debtors’ estates and final payment

upon application to the Court.

15. Foley has not entered into any agreement or understanding with any person or

firm for the sharing of any compensation paid or to be paid for services rendered or to be

rendered in connection with these chapter 11 cases.

C. Foley’s Connections With Parties In Interest in Matters Unrelated to These Chapter 11 Cases

16. Based solely on the Disclosure Procedures and except as stated in this Declaration

and the Application, neither Foley, nor any of its partners or employees (i) is a creditor, an equity

security holder or an insider of the Debtors; (ii) is or has been within two years before the date of

the filing of the petition a director, officer or employee of the Debtors; or (iii) has an interest

materially adverse to the interests of the estate or of any class of creditors or equity security

holders, by reason of any direct or indirect relationship to, connection with, or interest in, the

Debtors. Accordingly, Foley is a “disinterested person” within the meaning of sections 101(14)

and 327 of the Bankruptcy Code except as set forth in this Declaration and the Application.

17. Based solely on the Disclosure Procedures, the Firm has previously represented,

currently represents, and may represent in the future, the entities described in paragraph 18


DETR_1069900.4 7

below (or their affiliates) in matters totally unrelated to the Debtors and these chapter 11 cases.

In addition, from time to time, the Firm has been adverse to some or all of the Potential Adverse

Parties, in matters totally unrelated to the Debtor and these chapter 11 cases.

18. Based solely on the Disclosures Procedures, Foley determined that it currently

represents the following Potential Adverse Parties in matters wholly unrelated to the Debtors or

the matters at issue in these chapter 11 cases:

Bank of Montreal Deloitte & Touche LLP Chrysler LLC Citizens Bank GE Corporate Financial Services General Motors Corporation Honda Motor Co., Ltd. JPMorgan Chase & Co. Metals USA

Mitsubishi Corporation National City Bank (now a subsidiary of The PNC Financial Services Group, Inc.) Nissan Trading Co. Ltd. The PNC Financial Services Group, Inc. Nissan Motor Co., Ltd. Renault s.a.s. Volkswagen AG

19. With respect to those parties identified in Paragraph 18, Foley has determined

that, for each such entity, the fees billed to each of them in Foley’s last fiscal year did not

exceeded one percent (1%) of Foley’s revenue for that fiscal year. Any such engagements were

wholly unrelated to the Debtors or the matters at issue in these chapter 11 cases. In the event that

Foley does has any direct conflicts with its existing clients, Foley will obtain appropriate waivers

or the Debtors will engage special conflicts counsel.

20. Based on the foregoing and except as indicated in this Declaration and the

Application, to the extent I have been able to ascertain after due inquiry and in good faith

reliance on the Disclosure Procedures, I believe that Foley & Lardner LLP does not hold or

represent an interest adverse to the Debtors or their estates and, therefore, is a “disinterested”

person within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code.



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