UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION -------------------------------------------------------------x In re COLLINS & AIKMAN CORPORATION Et al.

, Debtors, -------------------------------------------------------------x

: : : : : :

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

FIRST INTERIM APPLICATION OF CB RICHARD ELLIS, INC. AND KEEN REALTY, LLC REAL ESTATE CONSULTANTS FOR THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2005 THROUGH DECEMBER 31, 2005 Keen Realty, LLC (Keen) and CB Richard Ellis (CBRE) (jointly the Consultants"), Real Estate Consultants to Collins & Aikman Corporation, et al., ("C&A"), the debtors and debtors-inpossession (collectively, the "Debtors"), hereby submits its First Interim Statement (the "Interim Statement") pursuant to sections 330 and 331 of title 11, United States Code (the "Bankruptcy Code"), of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the Local Rules of this court for the interim allowance of compensation for professional services performed by The Consultants for the periods commencing August 8, 2005 through and including December 31, 2005 (the "Compensation Period") and for reimbursement of its actual and necessary expenses incurred during the Compensation Period as set forth in their engagement letter (the "Retention Agreement"), attached hereto as Exhibit A and as approved in the Retention Order attached hereto as Exhibit B, respectfully represents as follows: 1) The Consultants seeks allowance of interim compensation for professional services

rendered to the Debtors during the Compensation Period in the aggregate amount of $70,000.00 and for reimbursement of expenses incurred in connection with the rendition of such services in the aggregate amount of $363.35. 2) The Consultants have not entered into any agreement, express or implied, with any party

in interest, including the Debtors, any creditors, or any representative of any of them, or with any attorney

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0555927060209000000000008

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for such party in interest, for the purpose of fixing the fees or other compensation to be paid to the Consultants for services rendered in connection herewith, from the assets of the Debtors. There is no agreement or understanding between the Consultants and any other person, other than members, associates and employees of the Consultants, for the sharing of compensation received or to be received for services rendered in connection with these proceedings. 3) The Consultants, in its normal course of business, has invoiced the Debtors for two

monthly fees at $35,000/month in accordance with the Retention Agreement. 4) Attached hereto as Exhibit C is a summary of the Out Pocket Expenses specifying the

categories of expenses for which the Consultants are seeking reimbursement and the total amount for each such expense category incurred during the Compensation Period.

BACKGROUND 5) On May 17, 2005 (the "Petition Date"), the Debtors commenced a case under Chapter 11

of the United States Code (the "Bankruptcy Code"). The Debtors continue to operated their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 6) On June 9, 2005, this Court entered that certain Order Pursuant to 11 U.S.C. 105(a)

and 331 of the Bankruptcy Code Establishing Procedures for Monthly Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the "Administrative Order"). 7) On November 22, 2005, this Court entered certain Order Pursuant to sections 327(a),

328(a) and 1107(a) of the Bankruptcy Code authorizing the retention and employment of the Consultants for the Debtors nunc pro tunc to August 8, 2005 (the "Retention Order"). 8) Prior Applications: None

SUMMARY OF SERVICES 9) A number of members of the Consultants have performed services on this matter during

the Compensation Period including senior members of the Consultants including: Harold Bordwin (President, Keen Realty), Matthew Bordwin (Executive Vice President, Keen Realty), Mike Matlat (Vice President, Keen Realty), Craig Fox (Vice President, Keen Realty ), Larry Michael (Senior Vice President, CB Richard Ellis), and Michael Lynch (Vice President, CB Richard Ellis) 10) During the Compensation Period, the Debtors relied heavily on the experience and

expertise of the above-named persons in dealing with matters described in Paragraph 11 below. The Consultants devoted significant time and effort to perform properly and expeditiously the required professional services. 11) are as follows: a) The Consultants are working with the Debtors to restructure the Debtors real estate leases, b) The Consultants are working with the Debtors to restructure and/or replace the Debtors headquarters located in Troy, Michigan, c) The Consultants are providing valuation and advisory services to Debtors related to the Debtors existing real estate, and d) The Consultants are providing advisory services to Debtors with regard to site selection of new locations. A summary of the services rendered by the Consultants during the Compensation Period

ACTUAL AND NECESSARY DISBURSEMENTS OF THE CONSULTANTS 12) As set forth on Exhibit C annexed hereto, the Consultants have disbursed $317.20 as

expenses incurred in providing professional services during the Compensation Period. The Consultants have maintained detailed records of actual and necessary expenses incurred during the Compensation Period. The Consultants respectfully submits the expenses for which it seeks allowance during the

Compensation Period are necessary and reasonable both in scope and amount. It is respectfully submitted that the amount requested by the Consultants is fair and reasonable given (a) the complexity of the issues presented, (b) the time and labor required, (c) the skill necessary to perform the services, (d) the customary fees charged to clients in bankruptcy and non-bankruptcy situations. WHEREFORE the Consultants respectfully requests (i) an interim allowance of compensation for professional services rendered during the Compensation Period in the amount of $70,000.00 (less the 20% holdback of fees as per the Application to Retain and Order approving the Consultants Retention) and reimbursement for actual and necessary expenses the Consultants incurred during the Compensation Period in the amount of $363.35; (ii) the allowance of such compensation for professional services rendered and reimbursement of actual and necessary expenses incurred during the Compensation Period which were not processed at the time of this Application; and (iii) such other and further relief as is just.

Total Requested Less: Amounts Paid thru 12/31/2005 Net Amount Due and Requested:

$70,363.35 $0 $70,363.35

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 FIRST INTERIM APPLICATION OF CB RICHARD ELLIS, INC. AND KEEN REALTY, LLC, REAL ESTATE CONSULTANTS FOR THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2005 THROUGH DECEMBER 31, 2005 PLEASE TAKE NOTICE THAT CB Richard Ellis, Inc. and Keen Realty, LLC (CBRE) have filed their First Interim Application of CB Richard Ellis, Inc. and Keen Realty, LLC, Real Estate Consultants for the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period September 1, 2005 through December 31, 2005 (the Application) pursuant to the Administrative Order Establishing Procedures for Monthly

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 10957910.2

Compensation and Reimbursement of Expenses for Professionals and Official Committee Members dated June 9, 2005 [Docket No. 290] (the Compensation Procedures Order). 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 any attorney, you may wish to consult one.) PLEASE TAKE FURTHER NOTICE THAT in accordance with the Compensation Procedures Order, 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 February 24, 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 February 24, 2006 at 4:00 p.m. prevailing Eastern Time, in accordance with the Compensation Procedures Order, including to: Mike Matlat Keen Realty, LLC 60 Cutter Mill Road, Suite 214 Great Neck, New York 11021

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

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K&E 10957910.2

and Mike Lynch CB Richard Ellis, LLC 1000 Town Center, Suite 2300 Southfield, Michigan 48075 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 2016-3 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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K&E 10957910.2

Dated: February 9, 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

4
K&E 10957910.2

CERTIFICATE OF SERVICE I, Ray Schrock, an attorney, certify that on the 9th day of February, 2006, I caused to be served, by e-mail, facsimile and by first class mail, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing First Interim Application of CB Richard Ellis, Inc. and Keen Realty, LLC Real Estate Consultants for the Debtors for Allowance of Compensation and Reimbursement of Expenses for the Period September 1, 2005 through December 31, 2005.

Dated: February 9, 2006 /s/ Ray C. Schrock Ray C. Schrock

K&E 10958328.2

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

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Jim Cambio Of Ingersoll Joseph T. Deters

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treasReg@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

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(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 St Joseph City Of Sterling Heights City Of Stockton Colbond Inc Dayton Bag & Burlap Co Dow Chemical Co Enerflex Solutions LLC Exxon Chemicals Health Alliance Medical Plans Inc 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 Water Department James P Bulhinger City Treasurer Economic Development Don Brown Jeff Rutter David Brasseur Todd McCallum Paul Hanson Ronald Stallworth 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 269-983-9875 586-276-4077 209-937-5099 828-665-5005 937-258-0029 989-638-9852 248-430-0134 281-584-7946 313-664-8479 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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CREDITOR NAME Akin Gump Strauss Hauer & Feld LLP Butzel Long PC Dykema Gossett PLLC Latham & Watkins LLP Simpson Thacher & Bartlett LLP Stephen E Spence Wachtell Lipton Rosen & Katz Advanced Composites Inc Assoc Receivables Funding Inc Basell USA Inc Basf Corporation 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 Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp DuPont 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 Highwoods Forsyth Lp Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Industrial Development Board Industrial Leasing Company

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Mary Ellen Hinckle Dept Of Building And Safety City Attorneys Office Tax Department Port Huron Police Department Barbara J Walker Jay B Knoll Susan F Herr Gary Torke William Stiefel

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

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EXHIBIT A

REAL ESTATE RETENTION AGREEMENT Between Collins & Aikman Corporation and Keen Realty, LLC and CB Richard Ellis, on a joint and several basis Dated: October 12, 2005 -- CONFIDENTIAL By this Agreement, effective as of August 8, 2005, Keen Realty, LLC (Keen) and CB Richard Ellis, Inc., a Delaware corporation (CBRE, and with Keen, jointly referred to as Consultant) agrees to act as a Special Real Estate Consultant to Collins & Aikman Corporation (Company) and Company hereby retains Consultant, upon the terms and conditions set forth below, as its Special Real Estate Consultant with respect to: The restructuring and renegotiation of Companys real estate leases, and With regard to the headquarters location in Troy, MI, either the restructuring of those leases or finding new headquarters space, and If Company so requests, the disposition of Companys excess real property interests.

Companys owned and leased real property interests shall be referred to as the Property,-ies. Company shall have the right to add and remove Properties from the scope of Consultants authority hereunder. The removal of a Property shall be without prejudice to Consultants rights to fees and expenses earned as of the date of removal and survival rights pursuant to this Agreement. The parties obligations under the Agreement are subject to the entry of an order by the Court (defined below) approving the terms of the Agreement. I. TERM: Subject to the approval of the United States Bankruptcy Court (the Court), the term of Consultants retention shall be from August 8, 2005, through the earlier to occur of the confirmation of a plan of reorganization or December 31, 2006, which term can be extended by the mutual written consent of the parties without the need for further approval of the Court. II. RENEGOTIATION OF LEASES AND RELATED FEES: With regard to negotiating rental reductions and other lease modifications, the parties agree as follows: A. Authority: Consultant shall have the authority to represent Company in the negotiation of lease modification agreements with respect to those Properties expressly

K&E 10725343.20

designated in writing by Company to Consultant (the Renegotiation Properties). All communications and inquiries from landlords regarding the negotiation of rental reductions and other lease modifications for the Renegotiation Properties, whether directed to Company (including but not limited to its officers, agents and employees), or Companys counsel, accountants or other professionals, shall be re-directed to Consultant. Nothing herein shall in any way prevent Company from communicating directly with Companys landlords. Notwithstanding anything herein to the contrary, Consultant shall not receive any compensation for rental reductions unless the Property was a Renegotiation Property. Company shall retain the complete and sole discretion to accept or reject any real estate proposal. Consultant shall have no authority to sign any lease modification agreements, make any representations, or enter into any other binding obligation on behalf of Company. B. Services: During the term of this Agreement, Consultant shall use best skill and judgment and use utmost professional efforts to provide the following services with respect to all Renegotiation Properties: 1. Consultant will organize the lease information for each Renegotiation Property in a manner that clearly displays the lease economics. Consultant and Company will jointly establish negotiating goals and parameters, such as rent reductions, lease term modifications, and other leasehold concessions. Consultant will contact each landlord and will negotiate for modifications in accordance with the parameters established by Company. Consultant will work with the landlords and Company to document accurately all lease modification proposals. Consultant will attend and participate in all Court hearings, meetings of the Official Committee of Unsecured Creditors (the Creditors Committee), and meetings with the Agent for the pre-petition secured lenders (the Agent) and/or the steering committee of the pre-petition secured lenders (the Steering Committee) when requested by Company, Committee or Agent, as applicable. Consultant will otherwise perform such services in connection with the restructuring and renegotiation of leases as directed by Company.

2. 3. 4.

5. C.

Compensation: 1. Monetary Savings: When Company has entered into a binding, written lease modification agreement (subject to any required Court approval) with a landlord for any Renegotiation Property with respect to a renegotiation transaction that involves monetary savings (i.e., rental reduction, term reduction, size reduction, landlord repairs (not passed through to tenant) or reduction of pass-through obligations, etc.), then 2

Consultant shall have earned as compensation for such Renegotiation Property four percent (4%) of the total rental reduction savings (total rental reduction savings with respect to pass-through amounts shall be based upon the trailing 12 months from the date of determination, plus annualized increases based upon the average of the prior 3 years historical annual rates of increase) from such renegotiation transaction pertaining to such Renegotiation Property during the remainder of the then existing lease term (exclusive of renewal or extension terms). Total rental reduction savings shall be calculated by using a discounted cash flow analysis with a present value discount rate of eight percent (8%), compounded monthly. Such fee shall be paid upon the later to occur of: a) the date that Company begins to receive the benefits of the renegotiation (by getting the actual savings), as substantiated by a letter agreement or term sheet with such landlord, the date of the execution of a lease amendment, if applicable, or the date of the entry of an order of the Court approving the lease modification, if applicable.

b) c) 2.

Non-Monetary Renegotiation Transaction: Consultant is only entitled to earn one renegotiation fee per Renegotiation Property. When the Company has entered into a binding, written lease modification agreement (subject to any required Court approval) with a landlord for any Renegotiation Property with respect to a renegotiation transaction that does not involve monetary savings (i.e., a transaction for which the parties are incapable of calculating the monetary value of a benefit conferred upon the Company, such as a lease extension, renewal, expansion, etc.), then Consultant shall have earned as compensation for such Renegotiation Property a minimum fee of four thousand dollars ($4,000). Such fee shall be paid in accordance with Section II.C.1 above. For any Renegotiation Renegotiation Property where Consultant has not earned a fee in accordance with Section II.C.2 above, then Consultant shall have earned a minimum fee of seven hundred and fifty dollars ($750) for each such Renegotiation Property. In the event that Company sells a business unit and that sale includes the assignment of a leasehold that was subject to the provisions of this Agreement, for which Consultant was providing services pursuant to this Section II, then, in that event, Consultant shall be paid at the time of the closing of the sale of the business unit as follows: a) To the extent that an agreement with a landlord was executed but not closed, Consultant will have earned and Company shall pay Consultants full fee as described herein. 3

3.

4.

b)

To the extent that an agreement with a landlord was agreed to in a term sheet or similar document, then Consultant will have earned and Company shall pay Consultants fee as described herein, reduced by ten percent (10%). To the extent that an agreement with a landlord was not reached but the parties were in negotiations, then Consultant will have earned and Company shall pay Consultants fee as described herein, based upon the landlords last written offer to the extent that such offer is acceptable to the Company, the Creditors Committee and the Agent, which fee shall be reduced by twenty percent (20%).

c)

III.

HEADQUARTERS LEASE Consultant shall work with Company to determine if Company should remain in the existing headquarters located in Troy, Michigan and attempt to renegotiate the existing lease terms or if Company should relocate to different space. A. Authority: Consultant shall have the authority to represent Company in the negotiation of: 1) lease modification agreements, and 2) a new headquarters lease. All communications and inquiries from landlords regarding a new headquarters lease, whether directed to Company (including but not limited to its officers, agents and employees), or Companys counsel, accountants or other professionals, shall be re-directed to Consultant. Nothing herein shall in anyway prevent Company from communicating directly with Companys landlord with respect to the existing headquarters. Company shall retain the complete and sole discretion to accept or reject any real estate proposal. Consultant shall have no authority to sign any lease agreements, make any representations, or enter into any other binding obligation on behalf of Company. B. Services: During the term of this Agreement, Consultant shall use best skill and judgment and use utmost professional efforts to provide the following services with respect to the headquarters locations: 1. 2. If Consultant is to renegotiate the terms of the existing headquarters lease: Consultant shall work under the terms of section II A & B above. If Consultant is to seek a new headquarters lease for Company: a) Consultant will contact each landlord of potential new headquarters locations and will use its best efforts to negotiate a lease in accordance with the parameters established by Company. Consultant will work with the landlords and Company to document accurately all lease proposals. 4

b)

c) d) C.

Consultant will attend and participate in all Court hearings and Creditors Committee meetings when requested by Company. Consultant will otherwise perform such services in connection with such new lease as directed by Company.

Compensation: 1. For Consultants work on the Headquarters location performed through October 12, 2005, Consultant shall be paid a flat fee of $35,000. The $35,000 flat fee shall be paid immediately upon this Agreement being approved by the Court. For Consultants work on the Headquarters location after October 12, 2005 and requested by Company pursuant to a separate written instrument, Consultant shall be entitled to additional compensation of $35,000 per month, which agreement shall not provide for such compensation for more than six months without approval from the Creditors Committee and the Agent, which approval shall not be unreasonably withheld or delayed. If Company signs a new lease for a new headquarters location, Consultant may be entitled to earn additional compensation in the way of a commission paid by the landlord of the new headquarters. If Consultant is successful in negotiating a commission from the landlord, Consultant will refund to Company (to the extent permitted by applicable law) the amount of such commission up to the amount actually received by Consultant pursuant to Section III.C.1 above. Consultant shall not be entitled to any commission for the following locations: #1420, #1450, #750 and the headquarters at #150, #250,and #350. All of these buildings are on Stephenson Highway in Troy, Michigan.

2.

IV.

DISPOSITIONS: A. Upon Company designating in writing to Consultant that it requires Consultant to perform disposition services (the type of such dispositions being specified by Company), Consultant shall have the sole and exclusive authority to offer the Properties designated by Company in writing for disposition on an exclusive right to sell basis. All communications and inquiries regarding the Properties designated by Company in writing, whether directed to Company (including but not limited to its officers, agents and employees), or Companys counsel, accountants or other professionals, shall be re-directed to Consultant. Nothing herein shall in anyway prevent Company from communicating directly with Companys landlords. Company shall retain the complete and sole discretion to accept or reject any proposal. Consultant shall have no authority to sign any documents, make any representations, or enter into any other binding obligation on behalf of Company.

B.

Consultant shall use best skill and judgment and use utmost professional efforts to provide the following services: 1. 2. On request, Consultant will review all pertinent documents and will consult with Companys counsel, as appropriate. Consultant will develop and implement a marketing program which may include, as appropriate, newspaper, magazine or journal advertising, letter and/or flyer solicitation, placement of signs, direct telemarketing, and such other marketing methods as may be necessary. Consultant will communicate with potential replacement tenants, brokers, investors, landlords, etc. and will endeavor to locate additional parties who may have an interest in the purchase of a Property. Consultant will respond and provide information to, negotiate with, and solicit offers from prospective purchasers and settlements from landlords and shall make recommendations to Company as to the advisability of accepting particular offers and settlements. When requested, Consultant will meet periodically with Company, its accountants and attorneys, in connection with the status of its efforts. Consultant will work with the attorneys responsible for the implementation of the proposed transactions, reviewing documents, negotiating and assisting in resolving problems that may arise. Consultant will, if required, appear in Court during the term of this retention, to testify or to consult with Company in connection with the marketing or disposition of a Property. Consultant will otherwise perform such services in connection with such disposition services as directed by Company.

3.

4.

5. 6.

7.

8. C.

Compensation: With respect to only those Properties designated for disposition pursuant to the terms of Section IV.A, when Company has entered into a binding, written agreement (that has received Court approval, if required) with a landlord or third-party for the disposition of any such Property (i.e., assignment of a lease, sublease, waiver of a landlords Section 502(b)(6)(A) rejection claim, or sale of an owned Property), whether such transaction is completed individually or as part of a package or as part of the disposition of Companys business or as part of a plan of reorganization, then: 1. With respect to the assignment of a lease to a party other than the landlord and with respect to the sale of an owned Property, Consultant shall have earned as compensation per Property the greater of:

a) b)

two thousand five hundred dollars ($2,500) (hereinafter referred to as the Minimum Transaction Fee), or four and three-quarters percent (4.75%) for leased Properties or three and three-quarters percent (3.75%) for owned Properties of Gross Proceeds (as defined below) from the transaction.

Such fees shall be paid, in full, from the proceeds of such Property transaction, simultaneously with the closing or other consummation of such transaction. 2. With respect to the waiver, release or negation of a landlords Section 502(b)(6) rejection claim, Consultant shall have earned as compensation for each Property: a) To the extent the landlord tenders Gross Proceeds to Company, the Minimum Transaction Fee or four and three-quarters percent (4.75%) of the Gross Proceeds from the transaction, whichever is greater, shall be payable in full, from the Gross Proceeds of such Property transaction at the same time the Company receives such Gross Proceeds. To the extent that a landlord agrees to waive, release or otherwise negate its Section 502(b)(6) rejection claim without the tender of Gross Proceeds to Company, then the Minimum Transaction Fee, shall be payable in full, simultaneously with the closing or other consummation of such transaction. Upon consummation of a plan of reorganization, Consultant shall have earned and Company shall pay to Consultant the difference between the compensation paid to Consultant before such consummation pursuant to subparagraph (b) above, and four and three-quarters percent (4.75%) of the total dollar savings to the estate on account of such waiver, release or negation of Section 502(b)(6) claims (which dollar savings shall be calculated by using the difference between the actual distribution paid on account of any such Section 502(b)(6) claim and the distribution that would have been paid on account of any such Section 502(b)(6)).

b)

c)

3.

In the event that a lease for any Property, which Debtors (as defined below) designated for disposition by Consultant, is rejected and Consultant has not earned a fee pursuant to Section IV.C.1 above, then Consultant shall receive a fee of seven hundred fifty dollars ($750) for each Property in connection with its involvement with each such Property. Such fee is payable upon the earlier of the expiration of this Agreement or within 10 business days after the rejection of such lease. Gross Proceeds: 7

4.

a)

Subject to paragraph (b), the term Gross Proceeds with respect to a Property as used herein shall include the sum of: (i) (ii) the total consideration paid to or for the benefit of Company; and the cure costs or administrative expenses attributed to the Property.

b)

In calculating Gross Proceeds: (i) To the extent that a Property is sold or otherwise transferred as part of the sale of the business, then the Gross Proceeds for purposes of calculating Consultants compensation is that share of the sales price of the business, attributable to the subject Property. Any assets sold with the Property, such as furniture, fixtures and equipment, shall be included in the calculation of Gross Proceeds. The computation of Gross Proceeds as well as the computation of Consultants fee shall not be affected by the costs of advertising, Companys legal fees, break-up fees, Consultants expenses nor any closing costs and/or adjustments, including but not limited to adjustments and/or payments of whatever kind to landlords, lienholders, secured parties or offerors.

(ii)

(iii)

D.

By obtaining a Bankruptcy Court Order approving this Agreement, Company and the Court authorize and grant Consultant, without need for further application to the Court, the right to file an administrative claim for the payment of fees and expenses as provided by this Agreement. Company hereby authorizes and instructs any escrow agent or counsel (without need for further authorization or permission) to pay Consultant its fees earned in strict compliance with the provisions of this Agreement, directly from the proceeds of the Transaction, in full, simultaneously with the closing or other consummation of the Transaction. The rights provided by this paragraph and the Order approving same shall be deemed to supplement and not supersede other rights provided to Consultant.

V.

EXPERT WITNESS & RELATED CONSULTING FEE: A. Consultant shall use best skill and judgment and use utmost professional efforts to provide the following services to Company for which Consultant shall have no right to receive and shall not seek the payment of any fees: 1. provide assistance in seeking and obtaining Court approval of this Agreement including testimony and court time related thereto; 8

2.

assistance in responding to requests for information and in preparing for and testifying with respect to any hearing of one (1) day or less: a) b) c) seeking Court approval of a renegotiation transaction pursuant to Section II of this Agreement; seeking Court approval of a headquarters transaction pursuant to Section III of this Agreement; seeking Court approval of a disposition transaction pursuant to Section IV of this Agreement; and

3. B.

otherwise perform such services in connection with any such Court approval as reasonably directed by Company, subject to Section B below.

Notwithstanding the forgoing Section V.A, Company shall pay Consultant on an hourly basis for its time, including travel time, at the rates set forth below, in connection with providing any: 1. pre-hearing service, litigation support, and/or time spent as a witness in connection with any contested matter (excluding such hearings as provided for in Section V.A.2 above), and any real estate consulting services requested in writing by Company that are not otherwise billable pursuant to other provisions of this Agreement.

2. C.

Company shall pay Consultant on an hourly basis for its time at the following rate for the services contemplated by this Section V (with payments for non-working travel to be compensated at one-half of time spent): President, and Chairman, and/or Senior Vice President - $500 per hour; Executive Vice President, - $425 per hour; Vice President and/or Director, - $350 per hour; Analyst, - $225 per hour; and Associates and/or Administrative Support and/or Researcher, - $125 per hour. Consultant will not maintain time records on a project category basis, but rather will maintain time records on a general, daily basis and in increments of one-tenth hour for the services contemplated by this Section V.

VI.

EXPENSES AND DISBURSEMENTS: A. All reasonable, out-of-pocket advertising, marketing, traveling, lodging, FedEx, postage, telephone charges, photocopying charges, and other expenses incurred in connection with performing the services required by this contract and submitted to Company if Company so requests shall be borne by Company. Each expense item in excess of $500 must be approved by Company in writing prior to the expenditure. With regard to the sale and disposition of Properties, Consultant shall prepare a marketing plan and budget. Following Companys approval of the budget, Company shall advance to Consultant the budgeted amount and agrees to pay all 9

B.

reasonable, out-of-pocket additional costs and expenses within five (5) business days of the proper presentation of an invoice. Consultant shall be under no obligation to incur marketing expenses until such time as Consultant receives funds from Company. In order to expedite the marketing process, Company may pay Consultants vendors directly. VII. SURVIVAL: A. Fee Property and Lease Dispositions: In the event Company and any third party should enter into a binding, written agreement before the expiration of this Agreement providing for the sale, assignment, lease or other disposition of a Property designated by Company for disposition under Section IV above, and the closing does not occur until after such expiration, then Consultant shall be entitled to a fee in accordance with the terms of this Agreement. If Company, after the expiration of this Agreement, arranges for the sale of any such Property to a third party whom Consultant solicited or otherwise introduced to such Property or introduced to the Company or with whom Consultant dealt in connection with such Property or Company prior to said expiration, and the contract signing or closing takes place within six (6) months after said expiration, then Consultant shall be entitled to a fee in accordance with the terms of this Agreement; provided, however, that on or prior to the expiration of this Agreement, Consultant shall have provided to Company written notice of such third-party and the status of such solicitation or introduction. Lease Modifications: If Company arranges with a landlord for the modification of a Propertys lease and Company begins to receive the benefits of that leasehold modification within six months of the expiration of this Agreement, or Company executes a lease modification within six months of the expiration of this Agreement, and the terms of such modification are substantially the same as those negotiated and/or proposed by Consultant, then Consultant shall be entitled to a fee in accordance with the terms of this Agreement; provided, however, that on or prior to the expiration of this Agreement, Consultant shall have provided to Company written notice indicating the status of pending landlord negotiations.

B.

VIII.

RESPONSIBILITIES: A. Upon the Court approval of this Agreement, Company will deliver to Consultant a list of all brokers, principals or other prospects who have expressed an interest in using or acquiring a Property along with all correspondence and other records that relate to any such interest. The parties hereto shall deal with each other fairly and in good faith so as to allow both parties to perform its respective duties and earn the benefits of this Agreement. Company shall make available to Consultant its lease files containing nonprivileged information concerning the Properties to the extent necessary to enable 10

B.

C.

Consultant to perform Consultants obligations hereunder. Company shall, as soon as it becomes aware of any material inaccuracy or incompleteness in any information then or later provided to Consultant, promptly advise Consultant in writing of such inaccuracy or incompleteness and correct the same. Consultant shall under all circumstances have the right to rely, without independent verification, on the accuracy and completeness of all such information supplied to Consultant in connection with Consultants engagement hereunder and shall not be responsible for the inaccuracy or incompleteness of any information provided to it. D. Company agrees and covenants to indemnify and hold harmless Consultant, its officers, directors, employees, affiliates, successors and assigns, (collectively, the Consultant Indemnities) from any and all attorneys fees, causes of action, claims, contentions, contracts, costs, covenants, damages, demands, expenses, injuries, liabilities, losses and obligations, actually incurred by the Consultant Indemnities (collectively the Encompassed Claims) which may hereinafter arise in connection with the services provided by Consultant pursuant to this Agreement, as determined by final order of a court of competent jurisdiction; except that in no event shall Consultant be indemnified if the Creditors Committee, the Agent, Office of the U. S. Trustee, debtors in the chapter 11 cases of In re Collins & Aikman Corporation, et al. (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, Consultants 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. The foregoing indemnification shall survive the expiration or termination of this Retention Agreement. During the pendency of these cases, all requests for payment of indemnity or contribution pursuant to the Retention Agreement 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 Retention Agreement and that the fixing of the terms and conditions relating to such indemnity is not 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. During the pendency of the Debtors chapter 11 cases, the terms of the Application shall be governed by the laws of the state of Michigan. During the pendency of the Debtors chapter 11 cases, Consultant shall promptly notify the Court, the Debtors, counsel for the Debtors, the U.S. Trustee, counsel for the Creditors Committee and counsel for the Agent (the Notice Parties) in writing of any claim that is asserted or threatened against Consultant or any claim that Consultant reasonably believes may be asserted against Consultant relating to Consultants employment by the Debtors and for which Consultant may be entitled to indemnity pursuant to the terms of the Retention Agreement (a 11

Claim). If Consultant fails to promptly notify the Notice Parties of any such Claim, then Consultant shall not be entitled to any indemnity with respect to such Claim. If Consultant complies with this paragraph as to any Claim, then Consultant shall be entitled to indemnification as to any such Claim pursuant to and to the extent provided in the Retention Agreement Consultant shall submit a declaration stating whether it is aware of any Claim that has been or may be asserted against Consultant relating to Consultants employment by the Debtors and for which Consultant may be entitled to indemnity pursuant to the terms of the Retention Agreement with each and every monthly invoice submitted in these cases. In the event that, during the pendency of these cases, Consultant seeks reimbursement for attorneys fees from the Debtors pursuant to the Retention Agreement, the invoices and supporting time records from such attorneys shall be included in Consultants 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 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 Creditors Committee, the Agent and the Office of the United States 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. E. Consultant agrees and covenants to indemnify and hold harmless Company, its officers, directors, employees, affiliates, successors and assigns (collectively, the Company Indemnitees) from any and all attorneys fees, causes of action, claims, contentions, contracts, costs, covenants, damages, demands, expenses, injuries, liabilities, losses and obligations actually incurred by the Company Indemnitees which have been caused by Consultants breach of this Agreement, negligence, willful misconduct, bad faith, or any act or omission that it outside the scope of its authority hereunder, as determined by final order of a court of competent jurisdiction. Consultant agrees and covenants to indemnify, defend, and hold harmless Company Indemnitees from and against any claim for a co-brokerage fee, commission or other claim from any cooperating broker in connection with the services provided by Consultant pursuant to this Agreement. Consultant shall not commit any act which would cause Company to be in violation of (1) any lease agreement so long as Company provides Consultant a copy of such provision in connection with the Properties, and/or (2) any applicable local, state and federal law, regulation, or ordinance. Throughout the 12

F.

G.

term of this Agreement, Consultant shall comply with the Court Order approving the retention of Consultant. IX. GENERAL PROVISIONS: A. The services to be provided by Consultant pursuant to this Agreement are transactional in nature and except with respect to expert testimony fees, Consultant will not be billing Company by the hour nor keeping a record of its time spent on behalf of Company. With respect to its expert testimony fees and consulting fees pursuant to Section V.B., Consultant will maintain contemporaneous time records. Any correspondence or required notice shall be addressed as follows and shall be sent by Certified Mail, Return Receipt Requested, or by FedEx, either of which notices shall be supplemented by facsimile and/or email transmission, and shall be effective as of the date of actual receipt of the Certified Mail or FedEx. Such notice shall be addressed as follows: If to Consultant, to: Keen Realty, LLC 60 Cutter Mill Road, Suite 214 Great Neck, NY 11021-3104 Telephone: (516) 482-2700 / Facsimile: (516) 482-5764 Email: mbordwin@keenconsultants.com with a copy to Hbordwin@Keenconsultants.com ATTN: Matthew Bordwin, with a copy to Harold Bordwin CB Richard Ellis | Global Corporate Services Detroit 1000 Town Center, Suite 2300 Southfield, MI 48075 T 248.351.2019 | F 248.353.8134 | C 248.877.6007 Email: larry.michael@cbre.com ATTN: Larry Michael or Michael Lynch Collins & Aikman Corporation 313 Bethany Road Albemarle, NC 28001 Telephone: (704) 983-8345 / Facsimile: (704) 983-8304 Email: chip.moore@colaik.com ATTN: Chip Moore Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 / Facsimile: (212) 446-4900 Email: rcieri@kirkland.com 13

B.

And:

If to Company:

With a copy to:

ATTN: Richard M. Cieri, Esq. -andKirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 / Facsimile: 312-861-2200 Email: rschrock@kirkland.com ATTN: Ray C. Schrock, Esq. C. Should Company elect to have Consultant perform disposition services as per Section IV above, the Company represents it is authorized to employ Consultant as an independent contractor, and to advertise, market, negotiate and coordinate the transactions on behalf of Companys interest in the Properties, subject to Court approval. Upon executing this Agreement, Company will reasonably promptly apply to the Court for and will use commercially reasonable efforts to obtain an Order approving this Agreement (the Order), in form and substance reasonably acceptable to Consultant. Company acknowledges that this Agreement in its entirety will be attached to and made a part of Companys application to the Court and will be referenced to in the Order. The Court has and shall retain jurisdiction to hear and determine all matters arising from the implementation of this Agreement, and neither the Company nor Consultant shall be required to seek authorization from any other jurisdiction with respect to the relief granted by the Order approving this Agreement. Any and all issues, disputes, claims or causes of action which relate or pertain to, or result or arise from this Agreement or Consultants services hereunder, shall be settled by the Court, with venue vesting in that district before which Companys proceeding is being heard. The Court shall be limited to awarding compensatory damages and the parties hereto shall waive their right to seek punitive, exemplary or similar type damages. The Court may award, as it deems appropriate, the prevailing partys costs of suit, including reasonable attorneys fees. Upon the Court approval of this Agreement, it shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns. In the event the proceeding is converted from the Chapter 11 to Chapter 7, this Retention Agreement shall remain in full force and effect. This Agreement shall be construed fairly as to all parties and there shall be no presumption against the party who drafted this Agreement in the interpretation of this Agreement. By executing or otherwise accepting this Agreement, Company and Consultant acknowledge and represent that they are represented by and have consulted with legal counsel with respect to the terms and conditions contained herein. This Agreement may be executed in original counterparts and an executed facsimile may be deemed the equivalent of an original. 14

D.

E.

F.

This Agreement contains the entire agreement between the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, entered into prior to the execution of this Agreement will alter the covenants, agreements and undertakings herein set forth. This Agreement shall not be modified in any manner, except by an instrument in writing executed by the parties. Company acknowledges that CBRE is a national real estate firm and that in some cases it may represent prospective purchasers, tenants, and/or landlords. In the event that arises, CBRE will immediately advise Company and its counsel in writing. Company nevertheless desires that this Agreement be fully implemented with the understanding that if a Property is to be presented to such persons or entities that may also be represented by CBRE, Consultant shall obtain Companys prior written consent, which may be granted or withheld in its sole and absolute discretion. Were such a dual representation to occur and be consented to by Company, CBRE shall properly maintain the confidentiality of each of its clients. Consultant shall be prohibited from assigning this Agreement or any of its duties or obligations hereunder without Companys prior written consent, which may be granted or withheld in its sole discretion. Notwithstanding anything herein to the contrary, upon the occurrence of any default by Consultant hereunder the Company shall have the right, in addition to any other remedy at law or in equity to (i) terminate this Agreement immediately upon written notice thereof to Consultant, and (ii) seek damages on account of any such default. Without limiting the foregoing, Company shall have the right to offset against any amounts then or thereafter due or owing to Consultant by the amount of damages caused on account of any default by Consultant hereunder. Consultant hereby expressly waives any and all lien rights it may have against any Property. The relationship of Consultant to Company hereunder is that of an independent contractor and not that of an agent and Consultant shall have no authority, express or implied to bind Company and shall disclaim such limitation of authority to each person with whom it deals in connection with the performance of its services hereunder.

G.

H.

I.

J. K.

[SIGNATURE PAGE FOLLOWS]

15

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by their respective duly authorized representatives as of the date set-forth below.

AGREED AND ACCEPTED this 12th day of October, 2005 KEEN REALTY, LLC By:_______________________________ Name: Title: AGREED AND ACCEPTED this 12th day of October, 2005 CB RICHARD ELLIS, INC. By:_______________________________ Name: Title:

AGREED AND ACCEPTED this 12th day of October, 2005 COLLINS & AIKMAN CORPORATION, DEBTOR-IN-POSSESSION By:____________________________________ Name: Title:

16

EXHIBIT B

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 CB RICHARD ELLIS, INC. AND KEEN REALTY, LLC AS THE DEBTORS REAL ESTATE CONSULTANTS NUNC PRO TUNC TO AUGUST 8, 2005 Upon the application (the Application) 2 of the above-captioned debtors (collectively, the Debtors) for an order authorizing the employment and retention of CB Richard Ellis, Inc. and Keen Realty, LLC (the Consultants) as their real estate consultants nunc pro tunc to August 8, 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

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.

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jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409; 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 is granted in its entirety, as modified herein. Pursuant to section 327(a) of the Bankruptcy Code, the Debtors are hereby

authorized to employ and retain the Consultants to perform the services set forth in the Application, the Agreement in substantially the form of Exhibit B to the Motion and the Affidavits, nunc pro tunc to August 8, 2005. 3. The Debtors are authorized to employ the Consultants to act as agent to

the Debtors in their capacities as trustees to advertise, market, negotiate and coordinate the closing of the sales of the Debtors interests in the Properties, which are located in various jurisdictions within the United States. 4. The Consultants shall be retained and compensated pursuant to the terms

of the Agreement as modified by the Application. 5. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order and neither the Debtors nor the Consultants shall be

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required to seek authorization from any other jurisdiction with respect to the relief granted by this Order.
.

Entered: November 22, 2005 ___ _/s/ Steven Rhodes _ _ Steven Rhodes Chief Bankruptcy Judge

1.

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EXHIBIT C