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
Objection Deadline: April 10, 2006 at 4:00 p.m.

DEBTORS APPLICATION FOR ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LATHROP & GAGE L.C. AS SPECIAL LITIGATION COUNSEL The above-captioned debtors (collectively, the Debtors) hereby apply to the Court (the Application) for the entry of an order, substantially in the form of Exhibit A, authorizing the Debtors employment and retention of Lathrop & Gage L.C. (L&G) as special litigation counsel for the Debtors. In support of this Application, the Debtors respectfully state as follows:

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 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. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 10960474.8

0W[;&$#

0555927060403000000000009

)E

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 statutory bases for the relief requested herein are sections 327 and 328 of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Rules of 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 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). 6. The Debtors and their non-debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur DAutomobiles, Toyota SA and Volkswagen AG. 7. On or about November 18, 2003, the Debtors employed and retained L&G to

represent their interests in the environmental insurance litigation described herein upon the terms 2
K&E 10960474.8

set forth in the engagement letter (the Engagement Letter). Upon the Courts request, a copy of the Engagement Letter is available for in camera review but is not attached to the Application due to client confidentiality.2 The economic terms of the engagement, however, are summarized in this Application. Additionally, as set forth in the Engagement Letter and in this Application, L&G agreed to represent and provide legal services to the Debtors in the environmental insurance litigation described below under a contingent fee agreement. 8. Prior to and since the Petition Date, the Debtors have been seeking to recover

certain environmental expenses from certain of the Debtors insurance providers, including OneBeacon America Insurance Company and National Indemnity Company, regarding a claim for insurance coverage related to various environmental sites including, but not limited to, sites in: Beardstown, Illinois; Bowling Green, Ohio; Chase, Michigan; Mancelona, Michigan; and Stringfellow, California (collectively, the Environmental Insurance Litigation). Relief Requested 9. By this Application, the Debtors respectfully request entry of an order pursuant to

sections 327(e) and 328(a) of the Bankruptcy Code authorizing the Debtors to retain and employ L&G as their special counsel with respect to the Environmental Insurance Litigation on the existing contingent fee basis in accordance with the terms and conditions described in this Application.3 10. The Debtors seek to retain L&G as special counsel because of L&Gs

representation of the Debtors in connection with the Environmental Insurance Litigation and its

2 3

A copy of the Engagement Letter has been provided to the agent for the pre- and postpetition secured lenders and the Committee. As L&G has been providing services for the Debtors prior to the date hereof, the Debtors also request that they be authorized to reimburse L&G for postpetition expenses incurred prior to the date hereof.

3
K&E 10960474.8

attendant knowledge of the Debtors, as well as L&Gs extensive experience and expertise in the services that it has provided with respect to the Environmental Insurance Litigation. 11. Because L&G has represented the Debtors in connection with the Environmental

Insurance Litigation since November 2003, L&G is intimately familiar with the complex legal issues that have arisen and are likely to arise in connection with the

Environmental Insurance Litigation. The Debtors believe that both the interruption and the duplicative cost involved in obtaining substitute counsel to replace L&Gs role at this juncture would be extremely harmful to the Debtors and their estates. If the Debtors are required to retain counsel other than L&G in connection with the Environmental Insurance Litigation upon which the firms advice is sought, the Debtors, their estates and all parties in interest would be unduly prejudiced by the time and expense necessary to replicate L&Gs ready familiarity with the intricacies of the Environmental Insurance Litigation. As such, the Debtors submit that L&G is uniquely-able to provide the specialized legal advice sought by the Debtors on a going-forward basis and L&Gs retention as special counsel is in the best interest of the Debtors and their estates. Services to be Provided 12. The Debtors seek the Courts authority to retain L&G as special counsel in

connection with the Environmental Insurance Litigation pursuant to and under the terms of the Engagement Letter and this Application. The Debtors believe that the services L&G provides will be complementary rather than duplicative of the services provided by K&E. The Debtors are very mindful of the need to avoid duplication of services and will ensure that there is minimal disruption of effort as a result of L&Gs role as special counsel.

4
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Terms of Retention 13. Subject to the Courts approval, L&G has agreed to continue to represent the

Debtors in the Environmental Insurance Litigation in accordance with the contingent fee agreement, with such fees payable if and only when L&G is successful in achieving a recovery in the Environmental Insurance Litigation for the benefit of the Debtors. Pursuant to the

Engagement Letter, L&G is entitled to receive: (a) 17.5% of all amounts received before the close of discovery; (b) 25% of all amounts received after the close of discovery and more than two weeks before a scheduled trial date; or (c) 32.5% of all amounts received during the twoweek period before a scheduled trial date, on a scheduled trial date, or thereafter. 14. In addition to any contingent fee that may be owed to L&G, and pursuant to the

Engagement Letter, L&G intends to seek periodic reimbursement for the postpetition expenses that it incurs as a result of the Environmental Insurance Litigation (the Postpetition Costs).4 The Postpetition Costs will be due and owing in the month that they are incurred, regardless of the outcome of the Environmental Insurance Litigation. 15. Given the nature of the services that L&G will provide in connection with the

Environmental Insurance Litigation, the Debtors and L&G believe it is appropriate for L&G to seek payment of the contingent fees and reimbursement of the Postpetition Costs pursuant to the procedures described below. 16. L&G will file interim and final fee applications for reimbursement of any fees and

the Postpetition Costs pursuant to the terms of the Administrative Order Establishing Procedures for Monthly Compensation and Reimbursement of Expenses for Professionals and Official

Postpetition Costs include actual, reasonable costs expended in connection with the Environmental Insurance Litigation, including but not limited to the following: costs of obtaining copies of records; copying charges; expert fees and expenses; deposition expenses; witness fees; local counsel fees; investigation expenses; computerized legal research; long-distance telephone; travel expenses; messenger and delivery services; outside research and document retrieval services; and any other actual, reasonable out-of-pocket expenses incurred.

5
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Committee

Members

entered

on

June

9,

2005

[Docket

No.

290]

(the

Interim Compensation Order), as modified by the following paragraph. 17. allowance The Debtors request that L&G only be required to file an application for and payment of contingent professional fees in connection with the

Environmental Insurance Litigation that: (a) briefly summarizes the nature of the professional services rendered to the Debtors in connection with the Environmental Insurance Litigation; (b) identifies the total dollar amount of the Debtors recovery; and (c) calculates L&Gs contingent fee. Disinterestedness 18. Based upon the Declaration of Brian T. Fenimore, a member of L&G

(the Fenimore Declaration), attached hereto as Exhibit B, the Debtors understand that L&G has no connection with the Debtors, their creditors, the United States trustee or any other party with an actual or potential interest in these chapter 11 cases or their respective attorneys or accountants, except as described in the Fenimore Declaration and as follows: (a) L&G performed certain prepetition legal services for the Debtors in connection with the Environmental Insurance Litigation and pursuant to the terms of the Engagement Letter, as described above. As of the Petition Date, the Debtors were obligated to L&G under the existing fee agreement involving the Environmental Insurance Litigation. With the exception of this fee claim, L&G is not a creditor of the Debtors estates. Notwithstanding the fact that L&G holds a prepetition claim against any recovery in the Environmental Insurance Litigation based on their fee agreement and applicable non-bankruptcy law, L&G does not represent or hold any interest adverse to the Debtors or their estates with respect to the Environmental Insurance Litigation on which L&G is to be employed as special litigation counsel within the meaning of sections 101(14) and 327(e) of the Bankruptcy Code.

6
K&E 10960474.8

19. whether it

L&G researched its client database for at least the past ten years to determine had any relationships with the following entities

(collectively, the Interested Parties):5 (a) (b) (c) 20. following: (a) L&G currently represents BASF Corporation in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G currently represents Bayer Corporation and certain of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G currently represents Delphi and one or more of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G has in the past represented Dow Chemical Corporation in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases. L&G does not currently represent Dow Chemical Corporation; L&G has in the past represented Health Alliance Medical Plans Inc. and The Health Alliance Medical MidAmerica, L.L.C. in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases. L&G does not currently represent Health Alliance Medical Plans Inc. or The Health Alliance Medical MidAmerica, L.L.C.; and L&G currently represents Invista Inc. and certain of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases. the Debtors 50 largest unsecured creditors; United States trustee personnel; and potentially responsible parties in environmental matters.

L&Gs research of its relationships with the Interested Parties reveals the

(b)

(c)

(d)

(e)

(f)

The Debtors provided L&G with a list of the Interested Parties that was used to research L&Gs client database.

7
K&E 10960474.8

21.

Despite the efforts described above to identify and disclose L&Gs connection

with parties in interest in these chapter 11 cases, and because the Debtors are large enterprises with numerous creditors and other relationships, L&G is unable to state with certainty that every client representation or other connection has been disclosed. In this regard, if L&G discovers additional material information that requires disclosure, L&G will file a supplemental disclosure with the Bankruptcy Court as promptly as reasonably possible. 22. To the best of the Debtors knowledge, information and belief, L&G does not

hold nor represent any interest adverse to the Debtors or their estates in connection with the continued prosecution of the Environmental Insurance Litigation for which L&G is proposed to be retained, as required by section 327(e) of the Bankruptcy Code. The Debtors submit that their continued employment of L&G as special litigation counsel in connection with the Environmental Insurance Litigation is in the best interests of the Debtors and their estates and creditors. Basis for Relief 23. A debtor may employ counsel for a specified special purpose, other than to

represent the trustee in conducting the case . . . if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which attorney is to be employed. 11 U.S.C. 327(e);

see Vining v. Taunt (In re M.T.G., Inc.), 298 B.R. 310, 31718 (E.D. Mich. 2003). 24. The Debtors believe that it is in the best interest of their estates that L&G

represent the Debtors interests in connection with the Environmental Insurance Litigation. Since November 2003, L&G has served as counsel on behalf of the Debtors in the Environmental Insurance Litigation and since such time has developed a ready familiarity with the complex legal issues that have arisen and are likely to arise in connection with the 8
K&E 10960474.8

Environmental Insurance Litigation. Therefore, retaining L&G to continue its representation of the Debtors in the Environmental Insurance Litigation will promote efficiency and will avoid the unnecessary duplication of effort and expense that would occur if the Debtors were forced to substitute new counsel. 25. With respect to the degree of disinterestedness required of an attorney employed

as special counsel, this District has recognized that section 327(e) only requires that the attorney not be in conflict with (i.e., not hold an interest adverse to the estate) with the trustee for the specific purpose that the special counsel designation applies. Vining, 298 B.R. at 318. To the best of the Debtors knowledge, except as described in the Fenimore Declaration, L&G does not: (a) represent or hold any interest adverse to the Debtors or their estates with respect to the matters on which L&G is to be employed; or (b) have any connections with the Debtors, any creditors or other parties in interest, their respective attorneys and accountants or the United States trustee or any of its employees. Notice 26. Notice of this Motion has been given to the Core Group as required by the Case

Management Procedures.6 In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. Prior Request 27. No prior request for the relief sought in this Application has been made to this or

any other Court.

Capitalized terms used in this paragraph 26 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].

9
K&E 10960474.8

WHEREFORE, the Debtors respectfully requests the entry of an order, substantially in the form attached hereto as Exhibit A: (a) authorizing the Debtors to employ and retain L&G as their special litigation counsel pursuant to sections 327(e) and 328(a) of the Bankruptcy Code upon the terms set forth in the Application, (b) authorizing the Debtors to reimburse L&G for the Postpetition Costs and (c) granting such other and further relief as is just and proper. Dated: April 3, 2006 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

K&E 10960474.8

EXHIBIT A

K&E 10960474.8

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 LATHROP & GAGE L.C. AS SPECIAL LITIGATION COUNSEL TO THE DEBTORS Upon the application (the Application)2 of the above-captioned debtors (collectively, the Debtors) for an order authorizing the Debtors to employ and retain Lathrop & Gage L.C. (L&G) as special litigation counsel; it 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 the Application in this District is proper pursuant to
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 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. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

K&E 10960474.8

28 U.S.C. 1408 and 1409; notice of the Application and the opportunity for a hearing on the Application was appropriate under the particular circumstances and that no other or further notice need by given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Application is granted in its entirety. Pursuant to sections 327(e) and 328(a) of the Bankruptcy Code, the Debtors are

authorized to employ and retain L&G as special counsel on the terms set forth in the Application, Engagement Letter and Fenimore Declaration. 3. Pursuant to the Application and the terms of the Engagement Letter, the

contingent fee agreement is approved. 4. The Debtors are authorized to reimburse L&G for the Postpetition Costs,

including those it incurred in connection with the Environmental Insurance Litigation prior to the filing of the Application with this Court. 5. L&G is authorized to perform any and all legal services for the Debtors that are

necessary or appropriate in connection with the Environmental Insurance Litigation. 6. L&G shall be compensated under section 328(a) of the Bankruptcy Code for its

professional services in accordance with the contingent fee agreement with the Debtors as set forth in the Application and Engagement Letter, and L&G shall file interim and final fee applications for the reimbursement of the Postpetition Costs as set forth in the Application. 7. The Debtors are authorized to take all actions necessary to effectuate the relief

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

enforceable upon its entry.

2
K&E 10960474.8

9.

The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

3
K&E 10960474.8

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

NOTICE AND OPPORTUNITY TO RESPOND TO THE DEBTORS APPLICATION TO EMPLOY AND RETAIN LATHROP & GAGE L.C. AS SPECIAL LITIGATION COUNSEL PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively, the Debtors) have filed their Application for Order Authorizing the Employment and Retention of Lathrop & Gage L.C. as Special Litigation Counsel (the Application). PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Application and discuss it with your attorney, if you have one in these cases. (If you do not have an attorney, you may wish to consult one.)

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 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. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 10960474.8

PLEASE TAKE FURTHER NOTICE THAT in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294] (the Case Management Procedures), if you wish to object to the Court granting the relief sought in the Application, or if you want the Court to otherwise consider your views on the Application, no later than April 10, 2006 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:2 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the Court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before April 10, 2006 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to: Kirkland & Ellis LLP Attn: Richard M. Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -and-

Response or answer must comply with Rule 8(b), (c) and (e) of the Federal Rules of Civil Procedure.

2
K&E 10960474.8

Kirkland & Ellis LLP Attn: David L. Eaton Ray C. Schrock Marc J. Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com -andCarson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Application are timely filed and served, the Court may grant the Application and enter the order without a hearing as set forth in Rule 2014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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Dated: April 3, 2006

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

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K&E 10960474.8

CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 3rd day of April, 2006, 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 Order Authorizing the Employment and Retention of Lathrop & Gage L.C. as Special Litigation Counsel.

Dated: April 3, 2006 /s/ Ray C. Schrock Ray C. Schrock

K&E 10960474.8

Served via Electronic Mail

CREDITOR NAME A Freeman Adrian City Hall Alice B Eaton Athens City Tax Collector Brendan G Best Bryan Clay Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Marshall City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer City Treasurer DaimlerChrysler DaimlerChrysler Daniella Saltz Danielle Kemp David H Freedman David Heller David Youngman DuPont Earle I Erman Erin M Casey Frank Gorman Gail Perry Ge Capital GE Polymerland George E Schulman Hal Novikoff Heather Sullivan James A Plemmons Jim Clough Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo K Schultz Kim Stagg Kimberly Davis Rodriguez Leigh Walzer Levine Fricke Inc M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Michael R Paslay Michael Stamer Michigan Department Of Mike O'Rourke

CREDITOR NOTICE NAME John Fabor Mike Keith

Barb Neal The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Maurice S Evans City Manager Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter

Bruce Tobiansky

Val Venable

Email afreeman@akingump.com cityofadrian@iw.net aeaton@stblaw.com finance@cityofathens.com bbest@dykema.com bryan_clay@ham.honda.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us Mevans@cityofmarshall.com roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com Ncowdrey@corunna-mi.gov kpm3@daimlerchrysler.com krk4@daimlerchrysler.com dsaltz@ford.com danielle.kemp@lw.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com bruce.d.tobiansky@usa.dupont.com eerman@ermanteicher.com ecasey@stblaw.com fgorman@honigman.com perry.gail@pbgc.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com HSNovikoff@wlrk.com hsullivan@unumprovident.com jplemmons@dickinson-wright.com jrc8@daimlerchrysler.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com greenj@millercanfield.com jdawson@quarles.com jss@sawyerglancy.com josef.athanas@lw.com joseph.delehant@sylvania.com jfischer@carsonfischer.com kcrumbo@kraftscpas.com kschultz@tmmna.com kim.stagg@nmm.nissan-usa.com krodriguez@gosrr.com lwalzer@angelogordon.com veronica.fennie@lfr.com mcrosby@akingump.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov Michael.Orourke@colaik.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Mike Paslay Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Nick Shah Nina Rosete Paul Hoffman Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company R Aurand R J Sidman Ralph E McDowell Ray C Schrock Rick Feinstein Ricoh Canada Inc Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle Sean P Corcoran Sheryl Toby Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME

15663507 Lacolle

Sara Eagle & Gail Perry Sara Eagle & Gail Perry

William Kinley President

Collector Of Revenue

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante T Pryce Tax Administrator The Corporation Of The Town Thomas Radom Treasurer Of State Tricia Sherick Tyco Capital Inc United Rentals Of Canada Inc Ville De Farnham Voridian Canada Company William C Andrews William G Diehl William J Byrne

Gary D Feigler Treasurer Michigan Dept Of Environmental Quality Environmental Assistance Div Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office Michigan Unemployment Insurance Agency US Trustee

Email mike.paslay@wallerlaw.com info@electionsquebec.qc.ca mied@dor.mo.gov maire@st-zotique.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com phoffman@bofasecurities.com eagle.sara@pbgc.gov efile@pbgc.gov ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com WDKinley@aol.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com rschrock@kirkland.com rick.feinstein@ubs.com legal@ricoh.ca rdiehl@bodmanllp.com rweiss@honigman.com leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com sean.p.corcoran@delphi.com stoby@dykema.com sjbolek@co.stark.oh.us deq-ead-env-assist@michigan.gov

Jim Cambio Of Ingersoll Joseph T. Deters

Service de la Tresorerie

treasReg@michigan.gov shuttkimberlyj@michigan.gov steve.e.spence@usdoj.gov laplante@millercanfield.com tpryce@ford.com jcambio@tax.ri.gov elantz@town.ingersoll.on.ca radom@butzel.com treasurer@tos.state.oh.us tsherick@honigman.com Frank.Chaffiotte@cit.com e-rental@ur.com msaintdenis@ville.farnham.qc.ca blanderson@eastman.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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Served via Facsimile

(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Sterling Heights City Of Stockton Colbond Inc Dayton Bag & Burlap Co Dow Chemical Co Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Office of Finance of Los Angeles Orlando Corporation Pension Benefit Guaranty Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan Teknor Financial Corporation TG North America Town Of Lincoln Finance Office Unique Fabricating Inc Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging CREDITOR NOTICE NAME John Livingston Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities James P Bulhinger City Treasurer Economic Development Don Brown Jeff Rutter David Brasseur Todd McCallum Law Dept Bill Weeks Lilia Roman Bankruptcy Auditor Sara Eagle & Gail Perry Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Linda King Bruce B Galletly Raymond Soucie Tom Tekieke General Fax Terry Nardone Adriana Avila FAX 248-852-6074 217-356-5469 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 586-276-4077 209-937-5099 828-665-5005 937-258-0029 989-638-9852 248-430-0134 281-588-4606 770-258-3901 502-564-3875 630-595-0336 517-663-2714 213-368-7076 905-677-1851 202-326-4112 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 517-241-8077 401-725-5160 248-280-2110 401-333-3648 248-853-8422 519-944-7748 586-755-8988 586-939-4216

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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Served via Overnight Mail

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Basell USA Inc Basf Corporation Lathrop & Gage LC Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp DuPont Dykema Gossett PLLC ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye Harford County Revenue Health Alliance Plan Highwoods Forsyth Lp Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Industrial Development Board

CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin Mike Keith Jim Frick Charlie Burrill Michael Abrams Thomas B Radom Attn Receiver General International Tax Service Ohio Income Tax City Building Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle Dept Of Building And Safety City Attorneys Office Tax Department Water Department Port Huron Police Department Barbara J Walker Stacy Fox Susan F Herr Ronald Rose & Brendan Best Gary Torke William Stiefel

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 7925 Kingsland Dr 1609 Biddle Ave 2345 Grand Blvd 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy DuPont Legal D 7156 400 Renaissance Center 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 220 South Main St 2850 W Grand Blvd Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 PO Box 4660

ADDRESS2

File 54563

1007 N Market St

CITY Sidney New York Greenville Athens Raleigh Wyandotte Kansas City Bloomfield Hills Sudbury Ottawa Plymouth Barberton Barberton Canton Dover Dover Evart Fullerton Havre De Grace Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Troy Wilmington Detroit Milwaukee Auburn Hills Plymouth Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Bel Air Detroit

STATE OH NY SC TN NC MI MO MI ON ON MI OH OH OH NH NH MI CA MD CA AZ NC MI MI MI MO MI DE MI WI MI MI GA NC GA PA PA NC MD MI TN NC OH IN IN AL

ZIP 453658977 10022 29606 37371-0849 27613-4203 48192 64108 48304 P3A 5C2 K1A 1B1 48170-4394 44203 44203-2584 44711-9951 03820 03820-0818 49631 92632 21078 90012 85003 27573 49085-1355 48895 48060 63301 48083 19898 48243 53209-6023 48326-2613 48170 30348-5499 28289-0691 30374 15264-0387 15264 28260 21014 48202 37203-5223 27604 43617 46204-2253 46207-7218 36103-4660

COUNTRY

Canada Canada

Director's Office for Taxpayer Services Division

Legal Dept co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

of the City of Montgomery

2120 West End Ave Ste 100 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Montgomery

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer Janesville Products Keith Milligan Latham & Watkins LLP Lear Corp Manpower Meridian Park Ministre Du Revenu Du Quebec Municipality Of Port Hope North Loop Partners Ltd PolyOne Corp Prestige Property Tax Special Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Receiver General for Canada Revenue Canada Securities and Exchange Commission Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd The Town Of Pageland Tom Heck Truck Service Town Of Farmington Town Of Farmville Town Of Gananoque Town Of Old Fort Town Of Pageland

CREDITOR NOTICE NAME

SBSE Insolvency Unit Tim Gorman Laura Kelly David Heller Josef Athanas & Danielle Kemp C Garland Waller

co Beer Wells Real Estate Woody Ban

ADDRESS1 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346 2700 Patterson Ave 3745 C Us Hwy 80 W Sears Tower Ste 5800 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr 3800 Marly PO Box 117 PO Box 3449 33587 Walker Rd 1025 King St East 678 Princeton Blvd Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk

ADDRESS2

233 S Wacker Dr

PO Box 6529

CITY Grand Rapids Durham Richmond Hill Detroit Chicago Houston Grand Rapids Phenix Chicago Southfield Farmington Hills Greenville Ste Foy Port Hope Longview Avon Lake Cambridge Lowell New York New York Tyngsboro Ottawa Ottawa Dorval Belleville Dorval Ottawa Chicago New York Montgomery Lansing Lansing Detroit Lansing Lansing Lansing Detroit Southfield Hickory Fresno Trenton Pageland Urbana Farmington Farmville Gananoque Old Fort Pageland

STATE MI NC ON MI IL TX MI AL IL MI MI NC QC ON TX OH ON MA NY NY MA ON ON QC ON QC ON IL NY AL MI MI MI MI MI MI MI MI NC CA ON SC IL NH NC ON NC SC

ZIP 49501 27702-1807 L4B 1L7 48232 60605-1725 77210 49546 36870 60606 48034 48334 27834 G1X 4A5 L1A 3V9 75606 44012 N3H 3P5 01851 10249 10020-1605 01879-2710 K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 H4Y 1G7 K1A 9Z9 60604 10017-3954 36104 48909 48909 48277-0833 48909 48918-0001 48909-8244 48226 48075 28602 937151192 K8V 5R1 29728 61802 03835 27828-1621 K7G 2T6 28762 29728

COUNTRY

Canada

Canada Canada

Canada

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Midwest Regional Office 175 W Jackson Blvd Ste 90 Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Department Of Revenue Dept Of Commerce & Nat Res PO Box 30004 Matthew Rick Asst Attorney General PO Box 30754 State Of Michigan Mc Dept 77833 State Secondary Complex 7150 Harris Dr PO Box 30015 430 W Allegan St Jennifer Nelles US Trustee First Plaza County Of Fresno Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 126 North Pearl St 1306 E Triumph Dr 356 Main St 115 West Church St 30 King St East PO Box 520 PO Box 67

875 Heron Rd

Canada Canada Canada Canada Canada Canada

50 N Ripley St

PO Box 30744

PO Box 2228

Canada

PO Box 67

Farmville Downtown Partnership

PO Box 100

Canada

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Town Of Troy Tr Associates Treasurer City Of Detroit Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul Visteon Climate Control W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

CREDITOR NOTICE NAME Fsia Inc

Randy Lueth Attn Civil Division Jerry Dittrich Blue Point Capital Bpv Lowell LLC

ADDRESS1 315 North Main St 200 E Big Beaver PO Box 33525 7201 W Friendly Ave 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner One Village Center Dr

ADDRESS2

CITY Troy Troy Detroit Greensboro Warren

STATE NC MI MI NC MI MI MI CT OH IL MI NC NY MI

ZIP 27371 48083 48232 27410-6237 48089-3171 48226 48326-2356 06830 44633 61866 48111 28262-2337 10019 48025

COUNTRY

Detroit Auburn Hills Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township Charlotte New York Bingham Farms

co Lincoln Harris Llc Hal Novikoff

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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EXHIBIT B

K&E 10960474.8

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

DECLARATION OF BRIAN T. FENIMORE IN SUPPORT OF THE DEBTORS APPLICATION FOR ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LATHROP & GAGE L.C. AS SPECIAL LITIGATION COUNSEL Pursuant to section 327(e) of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Local Rule 2014-1 of the Bankruptcy Court for Eastern District of Michigan (the Local Rules), I, Brian T. Fenimore, declare: 1. I am a member in good standing of the following courts: Missouri state courts,

United States District Court for the Western District of Missouri, United States District Court for

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 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. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 10960474.8

the Eastern District of Missouri, Kansas state courts and United States District Court for the District of Kansas. 2. I am a member of the law firm of Lathrop & Gage L.C. (L&G) and am duly

authorized to make this Declaration on behalf of L&G. I make this Declaration in support of the above-captioned debtors (collectively, the Debtors) Application to Employ and Retain Lathrop & Gage L.C. as Special Litigation Counsel (the Application). 3. Unless otherwise specifically noted, I have personal knowledge of all matters set

forth in this Declaration and, if called as a witness, I could and would testify thereto. All capitalized terms used in this Declaration have the meanings given to them in the Application. 4. Prior to and since the Petition Date, the Debtors have been seeking to recover

certain environmental expenses from certain of the Debtors insurance providers, including OneBeacon America Insurance Company and National Indemnity Company regarding a claim for insurance coverage related to various environmental sites including, but not limited to, sites in: Beardstown, Illinois; Bowling Green, Ohio; Chase, Michigan; Mancelona, Michigan; and Stringfellow, California 5. On or about November 18, 2003, the Debtors employed and retained L&G to

represent their interests in the Environmental Insurance Litigation pursuant to an engagement letter (the Engagement Letter). Upon the Courts request, a copy of the Engagement Letter is available for in camera review but is not attached to the Application due to client confidentiality. 6. Subject to the Courts approval, L&G has agreed to continue to represent the

Debtors in the Environmental Insurance Litigation on the existing contingent fee basis, with such fees payable if and only when L&G is successful in achieving a recovery in the Environmental Insurance Litigation for the benefit of the Debtors. Pursuant to the

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Engagement Letter, L&G is entitled to receive: (a) 17.5% of all amounts received before the close of discovery; (b) 25% of all amounts received after the close of discovery and more than two weeks before a scheduled trial date; or (c) 32.5% of all amounts received during the twoweek period before a scheduled trial date, on a scheduled trial date, or thereafter. 7. To the best of my knowledge, information, and belief, L&G has no connection

with the Debtors, its creditors, the United States trustee or any other party with an actual or potential interest in these chapter 11 cases or their respective attorneys or accountants, except as follows: (a) L&G performed certain prepetition legal services for the Debtors in connection with the Environmental Insurance Litigation and pursuant to the terms of the Engagement Letter, as described above. As of the Petition Date, the Debtors were obligated to L&G under the existing fee agreement involving the Environmental Insurance Litigation. With the exception of this fee claim, L&G is not a creditor of the Debtors estates. Notwithstanding the fact that L&G holds a prepetition claim against any recovery in the Environmental Insurance Litigation based on their fee agreement and applicable non-bankruptcy law, L&G does not represent or hold any interest adverse to the Debtors or their estates with respect to the Environmental Insurance Litigation on which L&G is to be employed as special litigation counsel within the meaning of sections 101(14) and 327(e) of the Bankruptcy Code.

8. whether it

L&G researched its client database for at least the past ten years to determine had any relationships with the following entities (collectively, the

Interested Parties)3: (a) (b) (c)

3

the Debtors 50 largest unsecured creditors; United States Trustee personnel; and potentially responsible parties in environmental matters.

Debtors provided L&G with a list of the Interested Parties that was used to research L&Gs client database.

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9. L&Gs research of its relationships with the Interested Parties reveals the following: (a) L&G currently represents BASF Corporation in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G currently represents Bayer Corporation and certain of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G currently represents Delphi and one or more of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases; L&G has in the past represented Dow Chemical Corporation in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases. L&G does not currently represent Dow Chemical Corporation; L&G has in the past represented Health Alliance Medical Plans Inc. and The Health Alliance Medical MidAmerica, L.L.C. in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases. L&G does not currently represent Health Alliance Medical Plans Inc. or The Health Alliance Medical MidAmerica, L.L.C.; and L&G currently represents Invista Inc. and certain of its affiliates in matters unrelated to the Debtors, the Environmental Insurance Litigation and these cases.

(b)

(c)

(d)

(e)

(f)

10.

Despite the efforts described above to identify and disclose L&Gs connection

with parties in interest in these cases, and because the Debtors are large enterprises with numerous creditors and other relationships, L&G is unable to state with certainty that every client representation or other connection has been disclosed. In this regard, if L&G discovers additional material information that requires disclosure, L&G will file a supplemental disclosure with the Court as promptly as possible. 11. To the best of my knowledge, information, and belief, L&G does not hold or

represent any interest adverse to the Debtors or their estates in connection with the continued

4
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prosecution of the Environmental Insurance Litigation for which L&G is proposed to be retained, as required by section 327(e) of the Bankruptcy Code. 12. L&G will file interim and final fee applications for the reimbursement of the

Postpetition Costs as set forth in the Application. 13. The proposed employment of L&G is not prohibited by or improper under

Bankruptcy Rule 5002. L&G and the professionals it employs are qualified to represent the Debtors in the matters for which L&G is proposed to be employed. I declare under penalty of perjury that the foregoing is true and correct. Executed on this 3rd day of April, 2006. /s/ Brian T. Fenimore Brian T. Fenimore

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