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 DEBTORS TO RETAIN AND EMPLOY DELOITTE TAX LLP AS TAX SERVICE PROVIDERS AND TAX CONSULTANTS TO THE DEBTORS NUNC PRO TUNC TO SEPTEMBER 1, 2005 Upon the application (the Application) 2 of the above-captioned debtors (collectively, the Debtors) for entry of an order authorizing the Debtors to retain and employ Deloitte Tax LLP (Deloitte Tax) as tax service providers and tax consultants to the Debtors nunc pro tunc to September 1, 2005, 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
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The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 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.

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proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Application and the opportunity for a hearing on this Application was appropriate under the particular circumstances and that no other or further notice need by given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Application shall be, and hereby is, GRANTED. Capitalized terms not otherwise defined herein have the meanings given to

them in the Application, its attachments and the Verified Statement. 3. The Debtors are authorized to retain and employ Deloitte Tax as tax service

providers and tax consultants for the Debtors in their chapter 11 cases, pursuant to sections 327(a) and 328(a) (for contingent fees) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, Local Rule 2014-1 and the terms set forth in the Application (including the Engagement Letter attached thereto) and consistent with the Verified Statement, nunc pro tunc to September 1, 2005. 4. Deloitte Tax shall be compensated for such services and reimbursed for any

related expenses in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable orders of this Court. All fees requested by Deloitte Tax will be subject to the review and approval of the Bankruptcy Court pursuant to the applicable provisions of the Bankruptcy Code. 5. Notwithstanding anything in the Engagement Letter to the contrary, prior to

the effective date of any plan of reorganization confirmed by the Court in these chapter 11 cases, all requests for payment of indemnity or contribution pursuant to the Enga gement Letter shall be made by means of an application (interim or final as the case may be) and shall be subject to review by the Court to ensure that payment of such indemnity or contribution conforms to the terms of the Engagement Letter and that the fixing of the terms and conditions relating to such indemnity is not

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determined to have been improvident in light of developments not capable of being anticipated at the time of the fixing of the terms and conditions relating to such indemnity, provided, however, that in no event shall Deloitte Tax be indemnified in the case of its own bad- faith, self-dealing, breach of fiduciary duty (if any) (which, for the avoidance of doubt, will not include any breaches based on ordinary negligence), gross negligence or willful misconduct. Additionally, in no event shall Deloitte Tax be indemnified if the Committee, Office of the U.S. Trustee, the Debtors or a representative of their estates assert a claim for, and a court determines by final order that such claim arose out of, Deloitte Taxs own bad-faith, self-dealing, breach of fiduciary duty (if any) (which, for the avoidance of doubt, will not include any breaches based on ordinary negligence), gross negligence or willful misconduct. 6. Prior to the effective date of any plan of reorganization confirmed by the

Court for these chapter 11 cases, the terms of the Engagement Letter shall be governed by the laws of the state of Michigan. 7. Prior to the effective date of any plan of reorganization confirmed by the

Court for these chapter 11 cases, Deloitte Tax shall promptly notify the Court, the Debtors, counsel for the Debtors, the U.S. Trustee and counsel for the Committee (the Notice Parties) in writing of any claim that is asserted or threatened against Deloitte Tax or any claim that Deloitte Tax reasonably believes may be asserted against Deloitte Tax relating to Deloitte Taxs employment by the Debtors and for which Deloitte Tax may be entitled to indemnity pursuant to the terms of the Engagement Letter (a Claim). If Deloitte Tax fails to promptly notify the Notice Parties of any such Claim, then Deloitte Tax shall not be entitled to any indemnity with respect to such Claim. If Deloitte Tax complies with this paragraph as to any Claim, then Deloitte Tax shall be entitled to indemnification as to any such Claim pursuant to and to the extent provided herein and in the Engagement Letter.

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8.

Deloitte Tax shall submit a declaration stating whether it is aware of any

Claim that has been or may be asserted against Deloitte Tax relating to Deloitte Taxs employment by the Debtors and for which Deloitte Tax may be entitled to indemnity pursuant to the terms hereof and of the Engagement Letter with each and every monthly invoice submitted in these cases. 9. In the event that, during the time which the foregoing limitations are

effective, Deloitte seeks reimbursement for attorneys fees from the Debtors pursuant to the Application, the invoices and supporting time records from such attorneys shall be included in Deloitte Taxs own application (interim or final, as the case may be) and such invoices and time records shall be subject to the U.S. Trustees guidelines for compensation and reimbursement of expenses and the approval of the Bankruptcy Court under the standards of sections 330 and 331 of the Bankruptcy Code without regard to whether such attorney has been retained under section 1103 of the Bankruptcy Code and without regard to whether such attorney's services satisfy section 330(a)(3)(C) of the Bankruptcy Code. Notwithstanding the foregoing, the Committee and the Office of the U.S. Trustee reserve the right to object to the allowance of any such fees (except for any fees that arise in connection with any request for indemnity) on the grounds that such fees are overhead and should not be paid as reimbursable expenses. 10. The entry of this Order does not operate to waive any and all rights the

Debtors and their estates may have to recover property or to avoid liens or other property interests under the Bankruptcy Code. 11. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application. 12. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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13.

The Court retains jur isdiction with respect to all matters arising from or

related to the implementation of this Order.

Entered: November 10, 2005 ___ _/s/ Steven W. Rhodes _ _ Steven W. Rhodes 1. Chief Bankruptcy Judge

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