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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes
Objection Deadline: October 14, 2005 at 4:00 p.m.

DEBTORS APPLICATION FOR AUTHORITY TO RETAIN AND EMPLOY DELOITTE TAX LLP AS TAX SERVICE PROVIDERS AND TAX CONSULTANTS TO THE DEBTORS NUNC PRO TUNC TO SEPTEMBER 1, 2005 The above-captioned debtors (collectively, the Debtors) hereby apply to the Court for the entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the retention and employment of Deloitte Tax LLP (Deloitte Tax), as tax service providers and tax consultants to the Debtors, pursuant to sections 327(a) and 328 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy

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.

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Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan (the Local Rules) Nunc Pro Tunc to September 1, 2005 (the Application). In support of this Application, the Debtors respectfully represent as follows: Jurisdiction 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. 157

and 1334. Consideration of the Application is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue of the Debtors cases and this Application in the Eastern District of

Michigan is proper under 28 U.S.C. 1408 and 1409. 3. The statutory bases for the relief requested herein are sections 327(a) and 328

of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Local Rule 2014-1. 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 Sates 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

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Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur DAutomobiles, Toyota SA and Volkswagen AG. Relief Requested 7. By this Application, the Debtors request authority to retain and employ

Deloitte Tax pursuant to sections 327 and 328 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016, nunc pro tunc to September 1, 2005. 8. In support of this Application, the Debtors submit (a) the Disclosure of

Compensation and Verified Statement of Scott L. Shekell, a member of Deloitte Tax (the Verified Statement), a copy of which is attached hereto as Exhibit B and incorporated herein by reference; and (b) the engagement letter (the Engagement Letter), dated as of September 1, 2005, between Deloitte Tax and the Debtors, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Basis for Relief 9. The Debtors management believes that Deloitte Tax is well qualified to act

on their behalf, given its extensive knowledge and experience in tax consulting as well as its familiarity with the Debtors operations. 10. Such tax consulting and other tax services will be valuable to the Debtors in

their efforts to reorganize. Deloitte Tax has indicated a willingness to provide such services as are described in the Engagement Letter to the Debtors. Those tax services include, without limitation, assistance with Federal tax effects of bankruptcy filing, general corporate tax advisory assistance, IRS examination services, assistance with state tax post-bankruptcy emergence planning, contingent fee strategic property tax review services, international assignment services advisory assistance and other related or similar tax services.

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11.

The Verified Statement and the Engagement Letter describe the various tax

services that Deloitte Tax anticipates performing for the Debtors. Except as specified herein or in the Engagement Letter, the Debtors anticipate that future services to be provided by Deloitte Tax pursuant to any subsequent engagement letters will be substantially similar as to scope and hourly rates. Any such further engagement letters will be submitted to the Bankruptcy Court for approval. Deloitte Taxs rates may be adjusted to reflect additional complexity or issues associated with items specified herein or for other reasons. A. Legal Basis for Relief Requested 12. Court approval: May employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]s duties under this title. 11 U.S.C. 327(a). Section 328(a), in turn, provides that employment of a professional person under section 327 of the Bankruptcy Code may be on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, or on a contingent fee basis subject to later re-evaluation by the court. 11 U.S.C. 328(a). 13. Bankruptcy Rule 2014 requires that an application for retention include: Section 327(a) of the Bankruptcy Code provides that a debtor, subject to

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicants knowledge, all of the [firms] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. P. 2014.

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14.

Bankruptcy Rule 2016 sets forth the procedures that a professional must

undergo to seek court approval of payment of compensation for services and reimbursement of necessary expenses from the estates. In particular, this rule provides that the requirements of this subdivision shall apply to an application for compensation for services rendered by an attorney or accountant. . . . Fed. R. Bankr. P. 2016. B. Deloitte Taxs Qualifications 15. Deloitte Tax has significant qualifications and experience in performing the

scope of work described herein. The firms experience in tax matters is widely recognized, and it regularly provides such services to large and complex business entities. Deloitte Tax has extensive experience in delivering tax consulting services in chapter 11 cases. 16. The Debtors believe that Deloitte Tax is well qualified and able to perform

tax services for the Debtors in a cost-effective, efficient and timely manner. Deloitte Tax or its affiliates have provided pre-petition tax services to the Debtors, including but not limited to contingent fee property tax services and tax services relating to expatriated employees. Certain member firms (or their affiliates) of Deloitte Touche Tohmatsu (DTT), a Swiss Verein (association) of which Deloitte & Touche USA LLP, an affiliate of Deloitte Tax, is the United States member firm, have provided, currently provide or may in the future provide services to the Debtors or their filing or non-filing affiliates. As is set forth in more detail in the Verified Statement, the member firms of DTT are each separate and independent legal entities. Certain de minimis expatriate tax preparation services to be provided to the Debtors filing and non-filing foreign affiliates with respect to expatriated employees will continue to be provided by certain of the DTT foreign member firms (or their affiliates), and for ease of administration, Deloitte Tax intends to seek the fees incurred by the Debtors therefor which will be included in Deloitte Tax fee applications for these cases. It is the Debtors practice to be reimbursed by its non-filing foreign

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affiliates for expatriate tax services provided by foreign DTT member firms (or their affiliates) to such Debtor affiliates. The Debtors note that none of the services provided pursuant to the

engagement described herein will be provided to the European affiliates of the Debtors. C. Services to be Rendered 17. As noted in paragraphs 10 and 11, Deloitte Tax has indicated a willingness to

provide such services as are described in the Verified Statement or the Engagement Letter to the Debtors. Those tax services include assistance with Federal tax effects of bankruptcy filing, general corporate tax advisory assistance, IRS examination services, assistance with state tax postbankruptcy emergence planning, contingent fee strategic property tax review services, international assignment services advisory assistance and other related or similar tax services. 18. Deloitte Tax, at the request of the Debtors and as may be agreed to by

Deloitte Tax, also may render such additional tax services related to the foregoing services as deemed appropriate and necessary to benefit the Debtors estates or pursuant to any subsequent engagement letters as may be entered into between the Debtors and Deloitte Tax consistent with the scope of services as is described in the Verified Statement. The Debtors believe that Deloitte Taxs tax consulting and compliance services will not duplicate the services that, subject to this Court entering or having entered appropriate orders, other professionals may provide to the Debtors in these cases. Deloitte Tax will use reasonable efforts to coordinate with the Debtors other retained professionals to avoid unnecessary duplication of services. D. Proposed Compensation 19. The Debtors understand that Deloitte Tax will apply to the Court for

allowances of compensation and reimbursement of expenses for all tax services in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, orders of this Court and guidelines established by the United States Trustee. Deloitte Taxs fees in

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connection with any non-contingent fee tax services as to which separate arrangements are made in an applicable engagement letter will be based upon the time that Deloitte Tax spends in providing its tax services to the Debtors, multiplied by its hourly rates. As stated above, any such further engagement letters will be submitted to the Bankruptcy Court for approval. The applicable hourly rates charged by Deloitte personnel are as follows: Tax Consulting and Other Tax Services As Specified Herein Partner/Principal/Director Senior Manager Manager Senior Staff Staff $540-675 per hour $450-550 per hour $360-475 per hour $270-375 per hour $200 per hour

These hourly rates and any applicable hourly rates as may be agreed to by the Debtors and Deloitte Tax are subject to periodic adjustments to reflect economic and other conditions. 20. If, after the strategic property tax review, the Debtors decide to go forward

with the potential tax savings strategies identified, Deloitte Taxs fee, depending on the scope of the engagement, will be 25% of the real and personal property tax savings resulting from Deloitte Tax services pursuant to the applicable engagement letter. 21. To the best of the Debtors knowledge, information and belief, no promises

have been received by Deloitte Tax, as to compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. To the best of the Debtors knowledge, information and belief, except with an affiliated entity or as is described herein with respect to certain of the foreign member firms (or their affiliates) of Deloitte Touche Tohmatsu (DTT), a Swiss Verein, of which Deloitte & Touche USA LLP, an affiliate of Deloitte Tax, is the U.S. member firm (collectively, the DTT Member Firms), Deloitte Tax has no agreement with any

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other entity to share with such entity compensation received by Deloitte Tax in connection with these chapter 11 cases. 22. According to Deloitte Taxs records, through May 17, 2005, Deloitte Tax

received approximately $266,000 during the preceding twelve months from the Petition Date from the Debtors for services rendered and expenses incurred, of which approximately $240,000 was paid within the ninety days prior to the Petition Date. In addition, as of May 17, 2005, Deloitte Tax was owed approximately $53,092 for prepetition fees and expenses incurred but not paid by the Debtors, an amount Deloitte Tax has waived. Deloitte Consulting LLP (Deloitte Consulting) an affiliate of Deloitte Tax, is owed approximately $117,215 for its prepetition services to the Debtors. Subject to the Courts approval of this Application, Deloitte Tax will waive collection of this amount. E. Rule 2014 Disclosure 23. To the best of the Debtors knowledge, information and belief, Deloitte Tax:

(a) does not have any connection with the Debtors, their affiliates, this Court, the United States Trustee, or to the Debtors attorneys, except as set forth in the attached Verified Statement;2 and (b) does not represent or hold any interest adverse to the Debtors or to their estates with respect to the matters for which it is to be employed. 24. Deloitte Tax has advised the Debtors that it searched its computerized client

database and determined that it has connections to certain of the Debtors creditors or other parties in interest in these cases in matters unrelated to the Debtors chapter 11 cases. See Verified Statement and the schedule(s) attached thereto. The Debtors understand that Deloitte & Touche LLP (Deloitte & Touche), an affiliate of Deloitte Tax, Deloitte Tax, or Deloitte Consulting or

A copy of the Verified Statement and supporting schedules, if any, is attached hereto as Exhibit B.

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certain of their affiliates have provided, currently provide, and may in the future provide services to the Debtors, their filing or non-filing affiliates and to David Stockman, a former officer of the Debtors,3 or to certain large customers of the Debtors, including but not limited to General Motors Corporation, Ford Motor Company, DaimlerChrysler AG or to their respective affiliates. Deloitte & Touche or its affiliates have provided, currently provide and in the future may provide audit and other services to Heartland Industrial Partners, L.P. or its affiliates, a significant shareholder of the Debtors securities, in matters unrelated to this case. Except as may be described in the Verified Statement or its attachment(s), Deloitte Tax does not to its knowledge provide services, to any of the Debtors 50 largest unsecured creditors or other significant parties in interest in these cases in matters related to this case. Kirkland & Ellis LLP (Kirkland & Ellis), the Debtors bankruptcy Counsel, has provided, currently provides and may in the future provide legal services to Deloitte Tax or its affiliates in matters unrelated to these cases, and Deloitte Tax or its affiliates have provided, currently provide or may in the future provide services to Kirkland & Ellis in matters unrelated to these cases. F. Nunc Pro Tunc Relief 25. The Debtors seek entry of any order authorizing them to retain Deloitte Tax

nunc pro tunc to September 1, 2005. The Debtors had believed that Deloitte Tax could be properly categorized and paid as an ordinary course professional in these cases. However, the Debtors soon realized that the fees for Deloitte Taxs services would exceed the cap allowed for ordinary course professionals. This realization, in combination with the flurry of activity since the filing of the Debtors cases, and the Debtors recent request that Deloitte Tax expand the scope of its proposed tax services to the Debtors, thereby necessitating the preparation of additional engagement letters,
3 The engagement team providing services to the Debtors has not provided and will not provide services for Mr. Stockman. In addition, Deloitte Tax will implement its standard confidentiality safeguards with respect to both engagements.

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has created a certain delay in the filing of this Application. Deloitte Tax has done its best to be responsive and to protect the Debtors interests and has performed services since September 1, 2005 without payment. Nunc pro tunc retention will assure Deloitte Tax that it is not penalized for the delay in the filing of this Application. Notice 26. Notice of this Application has been given to the Core Group as required by

the Case Management Procedures4. In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 27. No prior request for the relief sought in this Application has been made to

this or any other court. WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A: (a) authorizing the Debtors to retain and employ Deloitte Tax to provide tax services to the Debtors as tax service providers and tax consultants in their chapter 11 cases, pursuant to sections 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016 and Local Rule 2014-1 nunc pro tunc to September 1, 2005; and (b) granting such other and further relief as the Court may deem proper.

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].

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Dated: October 10, 2005

KIRKLAND & ELLIS LLP /s/ Marc J. Carmel 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY DELOITTE TAX LLP AS TAX SERVICE PROVDERS 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 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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the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Application and the opportunity for a hearing on this Application was appropriate under the particular circumstances and that no other or further notice need 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.

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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 Engagement 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 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, selfdealing, 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 3
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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. 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

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(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 Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application. 11. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 12. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated: __________________, 2005 United States Bankruptcy Judge

______________________________________ United States Trustee

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

NOTICE AND OPPORTUNITY TO RESPOND TO DEBTORS APPLICATION FOR AUTHORITY TO RETAIN AND EMPLOY DELOITTE TAX LLP AS TAX SERVICE PROVIDERS AND TAX CONSULTANTS TO THE DEBTORS NUNC PRO TUNC TO SEPTEMBER 1, 2005 PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively, the Debtors) have filed their Application for Authority to Retain and Employ Deloitte Tax LLP as Tax Service Providers and Tax Consultants to the Debtors Nunc Pro Tunc to September 1, 2005 (the Application).

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.

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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 First Amended Notice, Case Management and Administrative Procedures [Docket No. 294] (the Case Management Procedures), entered on the docket on June 15, 2005, 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 October 25, 2005 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.

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

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PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before October 25, 2005 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to: Carson Fischer, P.L.C. Attn: Joseph M. Fischer 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Facsimile: (248) 664-1832 E-mail: jfischer@carsonfischer.com -andKirkland & Ellis LLP Attn: Richard M. Cieri, Esq. Citigroup Center 153 East 53rd Street New York, NY 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -andKirkland & Ellis LLP Attn: David Eaton, Esq. Ray C. Schrock, Esq. Marc J. Carmel, Esq. 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.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 Rules 2014-1(b) and 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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Dated: October 10, 2005

KIRKLAND & ELLIS LLP /s/ Marc J. Carmel 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT B

{679375:4}
K&E 10700011.10

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al. Debtors.
1

) ) ) ) ) ) ) )

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

DISCLOSURE OF COMPENSATION AND VERIFIED STATEMENT OF SCOTT L. SHEKELL Scott L. Shekell states as follows: 1. I am a partner of Deloitte Tax LLP (Deloitte Tax), an office of which is located at

600 Renaissance Center, Suite 900, Detroit, Michigan 48243-1895. I make this Statement on information and belief: (a) in support of the application (the Application) for retention and employment of Deloitte Tax as tax service providers and tax consultants for the above-captioned debtors and debtors in possession (collectively, the Debtors); and (b) in accordance with sections

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.

K&E 10700011.10

327 and 328 of title 11 of the United States Code, 11 U.S.C. 101-1330 (the Bankruptcy Code) and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). 2. Consistent with the scope of services as described herein and the terms and

conditions of the engagement letter (the Engagement Letter) dated as of September 1, 2005, between Deloitte Tax and Collins & Aikman Corporation, a copy of which is attached to the Application as Exhibit C (and any subsequent engagement letter as may be entered into between the Debtor and Deloitte Tax), Deloitte Tax is willing to serve as tax service providers and tax consultants for the Debtors in their chapter 11 cases and to accept compensation for professional services rendered and reimbursement of expenses incurred in accordance with the provisions of sections 328, 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules and the General Orders in effect in this District. These services include expatriate tax services (Expatriate Tax Services) specifically as described below at paragraphs 3-11. 3. Deloitte Tax intends to charge for its tax services in accordance with its usual and

customary billing practices. Deloitte Tax will charge fixed fee rates for certain tasks, as set forth herein and in the Application. The contingent fee strategic property tax review services will be billed consistent with the terms and conditions of the Engagement Letter at an anticipated rate of 25% of the resulting real and personal property tax savings achieved depending on the actual scope of the specific properties identified. For such hourly rate additional work that is requested by the Debtors and as may be agreed to by Deloitte Tax, Deloitte will charge consistent with its customary hourly rates. Deloitte Taxs current applicable hourly rates for its professionals are as follows: Tax Consulting Services Partner/Principal/Director Senior Manager Manager Senior Staff $540-675 per hour $450-550 per hour $360-475 per hour $270-375 per hour

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Staff

$200 per hour

4.

Deloitte Tax or its affiliates have provided Expatriate Tax Services to the Debtors

and various of their domestic and foreign affiliates since the Debtors inception in 2001. Deloitte Tax understands that it is the Debtors customary practice to provide expatriate tax services to their employees on overseas assignment as part of their routine compensation, and in order to assist the Debtors in minimizing their potential foreign tax equalization exposure, and in identifying and seeking potential tax refunds. Deloitte Tax anticipates that it will incur approximately $75,000 in fees in connection with the preparation of the tax returns for the Debtors employees on international assignment, and approximately $20,000 in fees in connection with the provision of various other tax services to the Debtors to be set forth in the Expatriate Tax Services engagement letter as part of Expatriate Tax Services to the Debtors in 2004. With respect to the approximately $95,000 in fees referred to above incurred in connection with the preparation of the tax returns of the Debtors employees on international assignment, of such amount, approximately $80,000 will be incurred in connection with the provision of tax services to the Debtors domestically in the United States, and approximately $15,000 of such amount will be incurred in connection with the provision of such services to certain of the Debtors non-filing foreign affiliates. 5. From time to time, certain of the foreign member firms (or their affiliates) of Deloitte

Touche Tohmatsu (DTT), a Swiss Verein, of which Deloitte & Touche USA LLP, an affiliate of Deloitte Tax, is the U.S. member firm (collectively, the DTT Member Firms), have provided, currently provide or may in the future provide professional services to certain of the Debtors filing

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and non-filing foreign affiliates.2 Deloitte Tax will utilize the incidental services of the DTT Member Firms (or their affiliates) located in Belgium, China, Hong Kong, Singapore, Switzerland, and the United Kingdom in connection with providing the Expatriate Tax Services for which it, inter alia, is seeking retention. Deloitte Tax intends to seek compensation for the de minimis aggregate fees and expenses incurred by these DTT Member Firms in connection with such services, and to include such fees and expenses as part of Deloitte Taxs fee applications filed in these chapter 11 cases consistent with any rules, guidelines and/or administrative orders promulgated by the Court that apply to these chapter 11 cases. Deloitte Tax understands that it is the Debtors practice to be reimbursed by its non-filing foreign affiliates for Expatriate Tax Services provided by DDT Member Firms to such foreign affiliates. EXPATRIATE TAX SERVICES 6. It is anticipated that Deloitte Tax will provide federal and state income tax

preparation services, tax equalization calculation services and miscellaneous tax compliance services pertaining to employees of the Debtors on international assignments under the Debtors global assignment program. Although certain of Deloitte Taxs services, such as the preparation and filing of tax returns, are rendered with respect to individual employees of the Debtors, these services are a necessary component of the Debtors global assignment program and inure to the benefit of the Debtors as described below. A. 7. Tax Equalization The Debtors provide employees on assignment tax equalization whereby the

Debtors seek to ensure that the tax burden for each employee assigned to a foreign country will be

Each of the member firms of DTT is a separate and independent legal entity. It is not Deloitte's Tax practice to undertake conflicts checks with DTT Member Firms (or their affiliates) for the purpose of identifying relationships that they may have with the Debtors and other partiesin-interest, and Deloitte Tax does not maintain a database for the purpose of identifying all such relationships.

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the same is if that employee had remained employed in his or her home country. The Debtors provide tax equalization to assigned employees by paying the employees foreign taxes in the host country and by paying any additional resulting taxes in the employees home country. This tax equalization policy is a key component of the Debtors global assignment program and is part of each assigned employees written employment agreement. 8. In order to implement the tax equalization policy, the Debtors withhold taxes from

each assigned employees compensation based on a hypothetical tax burden, which is calculated by Deloitte Tax. The calculation of hypothetical tax burdens for each assigned employee is

complicated and would be subject to inconsistencies in policy application if different tax service providers were used by individual employees. As a result, the Debtors have provided the services of Deloitte Tax or its affiliates since approximately 1997 to assigned employees and have required that assigned employees use Deloitte Tax for their tax preparation and filing. B. Compliance with Foreign Tax Laws and Tax Planning 9. In addition to its role in implementing the Debtors tax equalization policy, Deloitte

Tax assists the Debtors and their assigned employees in complying with foreign tax laws and taking advantage of foreign tax savings. For example, Deloitte Tax assists in filing Totalization

agreements on behalf of assigned employees to avoid double taxation of income with respect to social security taxes. The filing of these agreements on behalf of the assigned employees inures to the benefit of the Debtors, because the Debtors would otherwise be responsible for paying the social security taxes as part of the Debtors tax equalization policy. Also, as requested by the Debtors and agreed to by Deloitte Tax, Deloitte Tax will provide the Debtors with foreign tax planning for assigned employees in order to assist the Debtors in identifying and seeking potential reductions in the payment of foreign taxes by the Debtors.

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C.

Tax Refunds and Foreign Tax Credits 10. Because the Debtors pay the foreign taxes for assigned employees under their tax

equalization policy, the Debtors are entitled to any refunds and foreign tax credits related to the tax payments made on account of these employees. These refunds can be significant. Over the past several years, the Debtors have received, on average, in excess of $100,000 a year in foreign tax refunds as a result of Deloitte Taxs provision of Expatriate Tax Services. The Debtors require the assistance of Deloitte Tax in seeking the continued realization of these refunds, which may otherwise be left unrecognized by tax service providers who may not have experience relating to international tax matters. D. Costs of the Expatriate Tax Services 11. As noted above, the terms and conditions and the fees relating to the Expatriate Tax

Services will be set forth in more detail in the applicable Expatriate Tax Services engagement letter. For 2002 and 2003, the Debtors paid Deloitte approximately $82,000 and $111,000, respectively, on account of the Expatriate Tax Services. It is anticipated that the costs of the Expatriate Tax Services for 2004 will be consistent with these previous years. To the extent that Deloitte Tax provides Expatriate Tax Services to the Debtors foreign affiliates, I understand that the Debtors typically charge such services to the foreign affiliates and that the Debtors believe that the benefits from their retention of Deloitte Tax, in terms of continuing the global assignment program, receiving foreign tax refunds and reducing foreign tax exposure, exceed the costs of the Expatriate Tax Services. CONTINGENT FEE STRATEGIC REVIEW SERVICES 12. The strategic property tax review services involve an initial review of the Debtors

financial records and property tax filings and of the taxing authorities workpapers intended to assist the Debtors in identifying both immediate tax refund opportunities and potential tax savings through

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the Debtors implementation of specific tax saving strategies with Deloitte Taxs assistance, subject to the 25% contingent fee provisions as detailed above and in the applicable Engagement Letter. ASSISTANCE WITH FEDERAL TAX EFFECTS OF BANKRUPTCY FILING AND OTHER BANKRUPTCY-RELATED TAX CONSULTING SERVICES 13. The following additional tax services or tax consulting services may be provided as

requested by the Debtors and as may be agreed to by Deloitte Tax: (a) (b) (c) (d) (e) (f) 14. Assistance with Federal tax effects of bankruptcy filing; Assistance with state tax effects of bankruptcy State tax post-Bankruptcy emergence planning; General corporate tax advisory assistance; Internal Revenue Service Examination Services; and Such other similar or related services as may be requested by the Debtors and agreed to by Deloitte Tax.

Deloitte Tax expects to provide tax advisory services related to debt discharge and

other reorganization issues arising in connection with the case. Such services may include, but not be limited to, the following:

(i)

Assist the Debtors in their calculation of the tax asset and stock basis in order to assist the Debtors management in evaluating the income from the cancellation/discharge of indebtedness (COD income) and its effects under Internal Revenue Code (IRC or Code Sections 108 and 1017) pertaining to tax attributes (tax basis in assets, tax basis in stock, and tax net operating loss carryovers). Such services will include a computation of cumulative earnings and profits of the Debtors (taking into account the effects of bankruptcy debt discharge income) in order to assist the Debtors management in developing its support regarding the tax effect of post-bankruptcy distributions to new equity holders; Advise the Debtors in evaluating and modeling alternative tax methodologies in order to assist the Debtors management in understanding post-bankruptcy tax attributes (tax basis in assets and net operating loss carryovers) available under the applicable newly issued tax regulations and the absorption of such attributes based on the Debtors operating projections; including a technical analysis of the effects of

(ii)

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Treasury Regulation (Treas. Reg.) Section 1.1502-28 and the interplay with IRC Section 108/1017; (iii) Advise the Debtors in evaluating and modeling the potential effect of the Alternative Minimum Tax in various post-emergence scenarios; Assist the Debtors in analyzing the effects of tax rules under Code Sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization; Advise the Debtors in analyzing Net Built-in Gain or Loss position at date of bankruptcy in order to assist the Debtors management in understanding any limitations on use of tax losses generated from post-bankruptcy asset or stock sales; Assist the Debtors by working with creditors counsel, the Debtors counsel, and the Debtors financial advisors on cash tax effects of bankruptcy and in understanding the Debtors post-bankruptcy tax profile; Advise as to the proper tax treatment of post-petition interest;

(iv)

(v)

(vi)

(vii)

(viii) Advise as to the proper tax treatment of pre-petition and post-petition reorganization costs; (ix) Assist the Debtor to determine the state tax consequences of the income from the discharge of indebtedness and any ownership changes, including their resulting impact on the amount and use of state net operating losses; Advise the Debtors on the state tax aspects of the post-bankruptcy environment with a focus on optimizing the post-bankruptcy tax structure for state tax purposes. Strategies that are both general and specific will be developed and discussed with the Debtors management. These strategies will concentrate on the potential reduction of state income and franchise, sales and use, payroll and unemployment, property, excise and gross receipts taxes, and other state taxes; Assist the Debtors in evaluating and modeling the effects of liquidating, merging, or converting entities as part of the post-emergence plan, including the effects on federal and state tax attributes, state incentives, apportionment, and other tax planning; Assist the Debtors in reviewing the potential effects of the US GAAP FAS 109 deferred tax and valuation allowances for potential tax basis in asset reductions as a result of the bankruptcy;

(x)

(xi)

(xii)

(xiii) Assist the Debtors in the review and analysis of tax treatment of items adjusted for GAAP purposes as a result of fresh start accounting as required for the emergence date of the US GAAP balance sheet to identify the appropriate tax treatment of adjustments to equity (including issuance of new equity, options, and/or warrants); and other adjustments to assets and liabilities recorded; and 8
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(xiv)

Document, as appropriate, the tax analysis, opinions, recommendation, conclusions, and correspondences for any proposed restructuring alternative tax issue or other tax matter described above. I arranged to have a reasonable inquiry conducted in Deloitte Taxs computer

15.

databases to determine if Deloitte Tax has or has had any relationship with the following significant parties-in-interest or entities as identified to Deloitte Tax by the Debtors: i.
ii.

The Debtors Affiliates; Shareholders that hold more than 5% of the outstanding stock of the Debtors; Directors and officers of the Debtors for the prior two years; The Debtors secured creditors and 50 largest unsecured creditors; The Debtors prepetition and postpetition lenders; The Debtors professionals; and Other significant parties in interest.

iii.
iv. v. vi. vii.

16.

Deloitte Taxs review of its relationship with these parties-in-interest is continuing

and Deloitte Tax will promptly file a supplemental affidavit should it deem it necessary. 17. A summary of relationships that Deloitte Tax has been able to ascertain based on the

above efforts is reflected in the Schedule to this Affidavit (the Schedule). Despite the size or significance of the relationships with the entities listed on the Schedule, to the best of its knowledge, information and belief, none of those relationships will preclude Deloitte Taxs ability to serve as the Debtors tax service providers and tax consultants, Deloitte & Touche, Deloitte Tax, or Deloitte Consulting or certain of their affiliates have provided, currently provide and may in the future provide services to the Debtors or to their filing or non-filing affiliates and to David Stockman, a former officer of the Debtors, or to certain large customers of the Debtors, including but not limited to General Motors Corporation, Ford Motor Company, DaimlerChrysler AG or to their respective affiliates. Deloitte Tax is owed approximately $53,092 for its prepetition tax

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services to the Debtors, which amount I understand Deloitte Tax will waive collection of, subject to its retention by the Court. Deloitte Consulting, an affiliate of Deloitte Tax, is owed approximately $117,215 by the Debtors for its prepetition services. Deloitte & Touche or its affiliates have provided, currently provide, and may in the future provide audit or other services to Heartland Industrial Partners, L.P. or its affiliates, a significant shareholder of the Debtors securities, in matters unrelated to this case. 18. Based on the results of the relationship search conducted to date, Deloitte Tax,

insofar as I have been able to ascertain, has no connection with the above-captioned Debtors, their major creditors, other significant parties-in-interest (as identified to us), or to the Debtors attorneys, except as disclosed or otherwise described herein or in the attachment hereto. Further, to the best of my knowledge, no one who is anticipated to be a member of the engagement team providing services to the Debtors has any connection to the U.S. Trustee in this District. Accordingly, in so far as I am aware, Deloitte Tax does not represent or hold any interest adverse to the Debtors or their estates with respect to the matters on which it is to be employed. 19. No promises have been received by Deloitte Tax, as to compensation or

reimbursement of expenses in connection with the Debtors chapter 11 cases. Except with an affiliated entity or as is described herein with respect to the limited Expatriate Tax Services role of the DTT Member Firms or their affiliates, Deloitte Tax has no agreement with any entity to share with such entity any compensation received, nor will any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code. 20. According to Deloitte Tax records, through May 17, 2005, Deloitte Tax received

approximately $266,000 during the preceding twelve months from the date of the Chapter 11 filing (the Petition Date) from the Debtors for services rendered and expenses incurred, of which approximately $240,000 was paid within the ninety days prior to the Petition Date. In addition, as

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of May 17, 2005, as noted above, Deloitte Tax was owed approximately $53,092 for prepetition fees and expenses incurred but not paid by the Debtors. 21. Deloitte Tax intends to apply to the Court for payment of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Bankruptcy Rules of this Court and pursuant to any additional procedures that may be established by the Court in these cases. 22. The proposed employment of Deloitte Tax is not prohibited by, or improper under,

Bankruptcy Rule 5002. Deloitte Tax and the professionals it employs are qualified to provide services to the Debtors in the matters for which Deloitte Tax is proposed to be employed. 23. For the reasons set forth above, I and the other professionals employed by Deloitte

Tax are qualified to act as tax service providers and tax consultants for the Debtors. Neither I, Deloitte Tax, nor any principal, partner or director who is anticipated to provide services as a member of the Deloitte Tax engagement team will, while employed by the Debtors in these cases, provide services in connection with the Debtors chapter 11 cases for any other entity holding an interest materially adverse to the Debtors or to their estates. Deloitte Tax or its affiliates will, in all likelihood, continue to have professional relationships with certain creditors of the Debtors in matters unrelated to these chapter 11 cases.

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I declare under penalty of perjury that the foregoing is true and correct. Executed on this 30th day of September, 2005. /s/ Scott L. Shekell Scott L. Shekell

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SCHEDULE PARTIES IN INTEREST FOR WHOM DELOITTE TAX OR ITS AFFILIATES (FOR THIS PURPOSE ONLY DELOITTE TAX) HAS PROVIDED OR IS CURRENTLY PROVIDING SERVICES IN MATTERS UNRELATED TO THIS CASE OR WITH WHOM DELOITTE TAX HAS OTHER RELATIONSHIPS, SUCH AS BANKING RELATIONSHIPS A.G. Becker Paribas, Group Inc. Acam Advisors LLC or affiliates Ace Ace Achieve Infocom Limited Ace Asset Management, Inc. Ace Fund - All investment (mutual) funds and trust Ace INA ACE Limited ACE Ltd. ACE Netherlands ACE Property & Casualty Insurance Company Aceco Precision Manufacturing Acegas APS SpA Aceomatic Recon Aceria del Ecuador CA Aces Power Marketing Ackerman & Ackerman Acorn Campus Management LLC Adler Group Inc Administradora de Fondos y Fideicomisos Produfon Advanced Plastic Company, S.r.L. (A.P. Co.) Aegon Inc. or affiliates AIG American International Group (AIG) or affiliates Akin, Gump, Strauss, Hauer & Feld, LLP ALBA BauProjektManagement GmbH Albacom Alex Brown & Sons Incorporated Alex Brown Incorporated Alex Brown Realty Advisors Inc. Alliance Alliance One International, Inc. Allianz of America Inc. or affiliates Allied Capital Corporation 13
K&E 10700011.10

Allstate Corporation Amco Corporation Amco Industries, Inc. Amco Insurance Company Amco Water Metering Systems, Inc. American International Pacific Insurance Company American International Travel American Securities Associated III LLC American Securities Associates II LLC American Securities Associates LP American Speedy Printing Centers Incorporated Amerindo Internet Fund PLC Ameron International Corporation Amprint Corp AMS Capital GP Corporation and AMS Limited Partner Amvescap Plc Angelo Gordon & Co. Antares Capital Corporation Antares Management Solutions Artiman Ventures Aspen Insurance Holdings Limited Asset Value Investors (Cayman) Limited Athens Investors Services S.A. August Capital Aurora Capital Group Australia and New Zealand Banking Group Limited Balfour Beatty, Inc. or affiliates Balfour Beatty Construction Inc. or affiliates Ballard, Spahr, Andrews & Ingersoll Banamex-Citibank Bank of America or affiliates Banc One Corporation or affiliates Banca Della Bergamasca Credito Cooperativo SCRL

Banca Della Campania Spa Banca Di Bergamo Spa Banca di Credito Cooperativo Don Rizzo di Alcamo Banco Bilbao Vizcaya Argentaria SA (BBVA) or affiliates Banco Comercial e de Investimento SARL Banco Corfivalle Panama SA Banco Santander Panama SA Banco Sudamericano Banco Union New York Bancolombia (Panama) SA Bank Bumiputera Indonesia Tbk Bank of Bahamas Bank of Guam Bank of Ireland Bank of New Castle (Morgan Stanley) Bank of New England Corp. Bank of New Hampshire Bank of New Orleans FSB (Inc) Bank of New York or affiliates Bank of Nova Scotia or affiliates Bank of the Bahamas Limited Bank of Tokyo - Mitsubishi or affiliates Bank of Yokohama Bank One or affiliates Basell USA, Inc. BASF Corporation or affiliates BASFIN Bayer Corporation or affiliates Bayer Plasma (nka Talecris Biotherapeutics Inc. ) Bayerische Hypo- und Vereinsbank AG Bayerische Immobilien AG Bayerische Landesbank or affiliates Bayerische Motorenwerke AG The Blackstone Group or affiliates Beacon Rock Capital LLC Bear Stearns & Co. or affiliates Becker & Associates Becker Brothers Becker Underwood, Inc. Becker Ventures LLC or affiliates Beecher & Associates Beirne, Maynard & Parsons

Bel Air Investment Advisors LLC Black Diamond or affiliates BlackRock Inc or affiliates Blackstrap Hospitality Corporation Bloomington Minnesota, City Of Boston Ventures Bradford Associates LLC Brauvin Realty Advisors Incorporated Brentwood Private Equity III, LLC Brown & Amodio Brown & Bain Brown & Brown Brown & James Haliburton or affiliates Brown & Rowe Brown & Shamp Brown & Sharpe Aftermarket Brown & Sharpe International Brown & Williamson Brown Advisory Funds Brown Bros or affiliates Brown Family Partnership Brown Family Trustee Brown Foundation Brown International Corp. Brown J Graham Foundation Brown James Graham Foundation Brown Shoe Group Brown, Raysman, Millstein, Felder & Steiner, LLP Brown-Berset, Dominique (BMG Geneva) Browne & Woods Brown-Forman Corporation Browning Browning & Peifer, PA Browning Ferris Buckeye Management Company Cahill, Gordon & Reindel LLP Callidus Capital Corporation Callidus Software, Inc. Canada Customs and Revenue Agency Canyon Capital Advisors Canyon Johnson Urban Fund, LP Canyon Partners Incorporated Capital Group - All investment (mutual)

2
K&E 10700011.10

funds Carey Associates Carlyle Group, The or affiliates Carpenter & Company, Inc. Carpenter Enterprises, Inc. Carson, Fischer and Potts CAS First Boston USA Inc. Casa de Valores Produvalores SA CE Computer Equipment AG CE Franklin Limited CE Generation LLC CE Pugh CE Resources, Inc. Celestica Incorporated Champion Growth Capital Management LLC Charter Ventures IV Partners LLC Chase Bank of Texas, NA (fka TX Commerce Bank) Chase Capital Chase Enterprises LLC Chase Financial Funding Chase Home Finance, LLC Chase Industries Inc Chase/Seed Investments LLC Chemical Securities, Inc. (sub of Chase Manhattan) Chi Corp Management IV CIBC or affiliates Cineplex Galaxy Income Fund CIT Group, Inc. or affiliates Citadel Broadcasting Corporation Citation Corporation Citation Financial Group LP CITC or affiliates Citco Fund Services (Europe) BV Citco Pharma Alternatif Fund Citigroup, Inc.or affiliates Citiraya Industries Limited Citistell USA Inc Citistreet Citizens or affiliates Citrus Lands of Louisiana Inc. Citurgia Biochemicals Limited City & County of Denver City College of Chicago

City National Bank City of Phoenix City Site Estates PLC Clarion Capital Partners Clark Hill PLC Clay Capital Partners LLC Coastal Water Authority Texas Contract Coastview Capital Management II LLC Coastview Capital Management LLC Colbond Inc. or affiliates College Achievement Plan Collins, Cary Comet Systems, Inc. Conectiv Incorporated Credit Industrial ET Commerica Credit Suisse First Boston (CSFB) or affiliates Credito Agricolo & Industriale SpA Cronos Capital Corporation Crosspoint Associates CS Global CSAM Capital Incorporated CW Financial Services, LLC Cypress Development LLC Cypress Group, The or affiliates Davis Enterprises Davis Entertainment Company Delphi Corporation or affiliates Deltec Partners LLC Denalii, Inc. or affiliates Denbury Resources Incorporated Deutsche Babcock Deutsche Bank or affiliates Deutsche Beteiligungs AG of Germany Deutsche Brse AG Deutsche Exide GmbH Deutsche Exide Standby GmbH Deutsche Financial Services Co. Deutsche Immobilien Fonds Aktiengesellschaft Deutsche Lufthansa Deutsche Post Deutsche Securities Corredores de Bolsa S.A. Deutsche Telekom

3
K&E 10700011.10

Diamondhead Management Dimension Fund Advisors, Inc. or affiliates Discover Card (Morgan Stanley) Diversified Associates - All limited partnerships Diversified Investors Agency DLA Piper Rudnick Gray & Carey DLJ Investment Partners or affiliates Doublewood Inc. Dow Chemical Co. or affiliates Dresdner Bank or affiliates Dresdner, Kleinwort, Wasserstein Drinker Biddle & Reath DSI Properties Incorporated Dupont or affiliates Dura Automotive Systems or affiliates Eaton Vance Corporation or affiliates EGM Capital LLC Employers Reinsurance Corporation Enerflex Systems Limited City of Edmonton or affiliates Equis II Incorporated Evanston Capital Management LLC Exxon Corporation or affiliates FAS Technologies, Ltd. FAS, S.p.A Finger Interest First Analysis Corporation First Boston First Hawaiian Bank First Supply Group, Inc. First Union Bank or affiliates FITech Domestic Partners LLC Flagship Capital Corp. Flagship Ventures Fleet National Bank or affiliates FleetBoston Financial (Corp.) Fleetwood Corporation Limited Foley & Lardner Foster Farms or affiliates Foster Interstate Media Foster's Limited Foundation Coal Holdings Incorporated FPA Funds (First Pacific Advisors) Frantzen Capital Management Incorporated

Fremont Group Freudenberg Corp. or affiliates FT Ventures G.E.C., Inc. Gamble, Barry J. Gary Cary Ware & Freidenrich LLP GBG Finance PLC London General Electric Co or affiliates GECC/First Colony GENAP SA General Bank of Greece S.A. or affiliates General RE Corporation General Reinsurance Syndicate Ltd. General Star National Insurance Company Genstar Capital LP GIFT College Investing Plan (Arkansas 529 Savings) Glenmoor Limited Global Retail Partners - All limited partnerships Goldman Sachs Capital Partners Government Employees Insurance Company (GEICO) Gray Cary Ware & Freidenrich LLP Great Lakes Companies Incorporated Greenplan Forestry Limited Gulfstream Gulfstream Aerospace Corporation Gulfstream Home & Garden H&Q Asia Pacific Limited Hampton Healthcare, Inc. Hancock Park Associates Hartford Financial Services Group (The Hartford) Harvey, Avrel Health Alliance Medical Plans Heartland Industrial Partners or affiliates Heartland Industries Heyl Royster Voelker & Allen Highland Assets, LLC Highland Capital Management Highland Capital Partners Highland Financial Holdings GR Highland Manufacturing & Sales Company Highland Supply Co

4
K&E 10700011.10

Himont Inc. Hinckley Allen & Snyder LLP Honigman, Miller, Schwartz & Cohn LLP Horizon Partners Limited Houghton Mifflin Holdings Incorporated Hovee, Bob HVB Group (Bayerische Hypo- und Vereinsbank) Iberville Parish Louisiana (Dow Chemical Company) ICI Theta B.V. ICV Capital Partners LLC Imasco Enterprises Inc. Imasco Holdings, Inc. Imperial Chemical Industries Imperial Credit Asset Management Indiana Farm Bureau ING or affiliates Ingenio, Inc. Ingersoll-Rand Company Inglewood Park Cemetery Inc Ingomar Packing Ingram Micro Inguber SA de CV Sociedad de Inversion Insight Equity Insite Real Estate Development Interfinancial Inc Invesco - All Mutual Funds and Trusts Invista Island Medical Center Associates Ispat Inland Admin. Service JP Morgan Chase or affiliates J.P.S. Group City of Jacksonville Janesville Janesville Wisconsin Pollution Control Jefferies & Company, Inc. Joan Fabrics Corporation Johnson, Steven Paul Joost Enterprises JP Associates JP Morgan Chase (aka Bank One) JPS Apparel Fabrics Corporation JPS Textile Group, Inc. K Lyon & Jones, P.A.

Kell & Lynch, PC Kirkland & Ellis Kohlberg & Company LLC Krause, Robert Kuntz, Richard Kurtzman Inc. Kylix Holdings L.P. Lake Erie International Truck Lake Superior Land Company Lazard Freres & Co or affiliates Leapfrog Ventures Lear Corporation or affiliates Leavitt, Dana LG&E Energy Corporation Liquid Realty Management LLC London Merchant Securities PLC Oakmark Investment Company or affiliates Loomis, Sayles & Company LLC LSV Asset Management Magellan Health Services Incorporated Majestic Capital Management LLC Manpower, Inc. or affiliates Market Corporation Real Estate Incorporated Marusan-Ai Company Limited Masco Corporation or affiliates Mascolo, Inc. Maya, William McDonald Hopkins Co. LPA McDonald, Hopkins, Burke & Haber McKenna Group, The Med Venture Associates Management Company LLC Meridian Automotive Systems Merkur DD Merkur Group Merrill Lynch or affiliates Metropolitan Life Insurance Co or affiliates Michaels Stores State of Michigan or affiliates Middleton McNeil and Mills LP Miller, Monte L. Minnesota Corn Processors LLC Missouri State Health and Educational Facilities Mitsubishi Tokyo Financial

5
K&E 10700011.10

Mitsui Chemical USA Mizuho or affiliates Morgan Guarantee Trust Company of NY Morris, Gary & Sharon Mortar Investments Internation Mosaic Company The MWV Pinnacle LLC Nalco Holding Company Natexis or affiliates National City or Affiliates National City Bank National City Corporation National City Plaza LLC NationsBank or affiliates City of New York or affiliates New York Life or affiliates NextGen College Investing Plan Nichols, Charles Norman Utilities Authority Northpoint Financial Northpoint Group, Inc. (The) Northpointe, Inc. Ohio State of Onex Corporation Operadora de Activos Beta SA de CV (Credit Suisse) Oppenheimer & Co., Inc. or affiliates Orca Bay Partners Orchid Group Holdings Oreck, Bradley, Crighton, Adams & Chase LLC Orix or affiliates Palisade Capital Management LLC Park West Asset Management LLC Parker, Poe, Adams & Bernstein Patria Investment Funds - All investment (mutual) Paul, Phillip Pepper Hamilton Petroleos De Venezuala, S.A. Pinnacle Ventures Piper & Marbury LLP Polyone Corporation Post Advisory Group Post Management

Potter, Anderson & Corroon Principal - RESA Principal Commercial Funding Principal Financial Group Principal Financial Group, Inc. Principal Mutual Life Insurance Co. Principal Office Investors LLC Principal Real Estate Investor Principal Real Estate Services Produbank SA Produce Exchange of California Produce Exchange, The Producers Livestock Association or affiliates Product Action Driving Quality Production Bumper Stampings Production Control Services Production Resource Group LLC Production Supply Company Productive Access Inc. World Headquarters Productivity California Inc. Productora Agricola Los Patos SA de CV Productora de Jugos Y Concentrados, S.A. de C. V. Productos Efe C.A. Productos Quimicos Productos Quimicos Y Mineros Provo Group, The Prudential Financial Psilos Group Investors II LLC Psilos Group Investors LLC Puerto Rico Industrial Tourist Educational Medical Putnam - All investment (mutual) funds and trusts Putnam, Lovell & Thornton QRS Corporation Quellos Financial Group LLC RaboBank or affiliates Greenwich Capital Financial Products, Inc. or affiliates Rath, Young & Pignatelli, PA Raymond James, Inc. RB Webber & Company Incorporated Revenue Canada Rhodes, Steve Inc.

6
K&E 10700011.10

Riverside IX Holding Company (Recon), LP Rocket Ventures Limited Partnerships Rogers Sugar Income Fund Rosario Resources Corporation Rosewood Capital Associates LLC Rosewood Corporation The Rotella Capital Management LLC S A F Investments Safety Components Fabric Technologies, Inc. Safety Components International Saints Ventures Sanpaolo IMI SPA Sapient Capital Management LLC Scotia Bank or affiliates Seattle Washington, City of Sedgwick Claims Management Sedgwick, Detert, Moran & Arnold Selby, Richard Seneca Funds Servitex Severn River Capital Management LLC SF Advisory Partners LP Shah, Ajay Shah, Rajesh Shurgard General Partner Incorporated Sisters of Mercy Health Corporation Skyline Venture Management LLC South Carolina State of South Coast Medical Center Southco, Inc. or affiliates Spectrum Equity Investors SPO Advisory Partners LP Standard Federal Bancorporation Stanfield Capital Partners LLC State of Michigan Steinhardt Overseas Management Steinhardt Partners Steinhoff International Holdings Limited Stockman, David Stonebridge Partners Strategic Partners - All limited partnerships Sumitomo Corporation or affiliates Sumitomo Metal Industries Limited Sumitomo Metal USA Corporation

Sumitomo Mitsui Bank Corp. Sumitomo Mitsui Financial Group, Inc. Sumitomo Pipe & Tube Company Limited Sumitomo Precision Products or affiliates Sumitomo Special Metals Sumitomo Trust & Banking Co. US Sun America Asset Management Sun America Realty Partners Sun Life Assurance Company of Canada (U.S.) Sun Life Insurance and Annuity Company of New York Sunamerica Affordable Housing Partners Sunamerica, Inc. Sunstar Americas, Inc. Sun Wise Funds Sverica International Capital LLC Tallwood Ventures Taunus Corporation TD Bank Financial Group Teknor Apex Co. Teknor Applicom Inc Teleflex Lionel Du Pont Tellone Management Group Incorporated Textron Inc. or affiliates TGG Group (aka TexStar) The Carlyle Group - REIT Torakis, Michael G. Toronto Dominion Bank or affiliates TP Management VII LLC TPW Management V, LLC TPW Management VI, LLC TRAKRS (Merrill Lynch) Travelers Casualty & Surety Travelers Companies, The or affiliates TRW Automotive Incorporated or affiliates UBS or affiliates Ulmer & Berne LLP Unifi Inc. Uniform Color Company Union Bank of Switzerland Union Spring Asset Management Inc. Unique Instruments, Inc. United Asset Coverage Inc United of Omaha Life Insurance Company

7
K&E 10700011.10

(Mutual of Omaha) Universal City Florida Holding Company Unum Corp or affiliates UPS/IBT Defined Contribution Money UPS/IBT MPP and 401(k) Plans UPS/IPA MPP and 401(k) Plans UPS/IPA Plans Valeo, Inc or affiliates Vantagepoint Venture Partners Veneto Banca Scarl Verde Group LLC Verizon Wireless of Georgia LLC Versant Ventures I LLC Vicwest Corporation Visteon Corporation or affiliates W. P. Carey W.R. Hambrecht & Company LLC Wachovia Bank (First Union) Walden VC

Waterstone Financial Group Incorporated Wells Fargo Bank or affiliates Wells Mini-Tax West Baton Rouge Parish Louisiana Industrial WestLB Asset Management (USA) LLC Wexford Capital LLC Whitehall Funds Wick Building Systems Inc. Manufactured Homes Division Wicker, Inc. or affiliates Windjammer Adminstration Company Windward Capital Partners LP Winona Minnesota City of Worldview Technology Partners WP Carey WSFS Financial Corporation Yazaki Corp.

8
K&E 10700011.10

CERTIFICATE OF SERVICE I, Marc Carmel, an attorney, certify that on the 10th day of October, 2005, I caused to be served, by e-mail (to parties who have provided a valid e-mail address), facsimile (to parties who have not provided a valid e-mail address) and by overnight delivery (to all parties who have not provided a valid e-mail address or a valid facsimile number), a true and correct copy of the foregoing Notice and Opportunity to Respond to Debtors Application for Authority to Retain and Employ Deloitte Tax LLP as Tax Service Providers and Tax Consultants to the Debtors Nunc Pro Tunc to September 1, 2005 on the parties on the attached service list.

Dated: October 10, 2005 /s/ Marc J. Carmel Marc J. Carmel

K&E 10763453.1

Served via E-mail

Creditor
A Freeman Adrian City Hall Alice B Eaton Brendan G Best Bryan Clay Champaign County Collector Chris Kocinski City Of Albemarle City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Los Angeles 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 DaimlerChrysler DaimlerChrysler DaimlerChrysler Daniella Saltz Danielle Kemp David H Freedman David Heller David Youngman Earle I Erman Erin M Casey Frank Gorman Gatx Logistics Inc Ge Capital George E Schulman Hal Novikoff James A Plemmons Jan Steinle 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 Gottsponer K Schultz Kim Stagg Kimberly Davis Rodriguez Leigh Walzer Levine Fricke Inc Macomb Intermediate School Marc J Carmel Mark Fischer

Notice Name
John Fabor

Email Address
afreeman@akingump.com cityofadrian@iw.net aeaton@stblaw.com bbest@dykema.com bryan_clay@ham.honda.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Gedwards@ci.albemarle.nc.us Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca webmaster@ladbs.lacity.org 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 kpm3@daimlerchrysler.com krk4@daimlerchrysler.com kn@daimlerchrysler.com dsaltz@ford.com danielle.kemp@lw.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com eerman@ermanteicher.com ecasey@stblaw.com fgorman@honigman.com contactgatx@gatx.com rail.sales@ge.com ges@dgdk.com HSNovikoff@wlrk.com jplemmons@dickinson-wright.com jan_steinle@mieb.uscourts.gov 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 kgottsponer@akingump.com kschultz@tmmna.com kim.stagg@nmm.nissan-usa.com krodriguez@gosrr.com lwalzer@angelogordon.com veronica.fennie@lfr.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com

Barb Neal Utilities Department The Mator at City Hall Roger Elkins City Manager Pauline Houston Dept Of Building And Safety 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

Gatx Corporation

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

Page 1 of 2

10/7/2005 10:04 AM

Served via E-mail

Creditor
Michael R Paslay Michael Stamer Michigan Department Of Mike Paslay Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Nick Shah Nina Rosete Paul Hoffman 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 Sheryl Toby Stark County Treasurer

Notice Name

Email Address
mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov 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 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 stoby@dykema.com sjbolek@co.stark.oh.us

15663507 Lacolle

William Kinley President

Collector Of Revenue

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

State Of Michigan State Of Michigan

deq-ead-env-assist@michigan.gov shuttkimberlyj@michigan.gov

State Of Michigan Stephen E Spence Stephen S LaPlante T Pryce 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

Of Ingersoll Joseph T. Deters

Service de la Tresorerie

treasReg@michigan.gov steve.e.spence@usdoj.gov laplante@millercanfield.com tpryce@ford.com 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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(no valid e-mail address) CREDITOR NAME Acord Inc American General Finance Athens City Tax Collector Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation Office of Finance of Los Angeles City Of Battle Creek City Of Longview City Of St Joseph City Of Sterling Heights City Of Stockton Colbond Inc Collector Of Revenue Dayton Bag & Burlap Co Delphi Dow Chemical Co DuPont DuPont Enerflex Solutions LLC Exxon Chemicals Gaston County GE Polymerland Health Alliance Medical Plans Inc Intertex World Resources Trintex Corp Janesville Products Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Orlando 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 Tax Administrator Teknor Financial Corporation TG North America Town Of Farmville Town Of Lincoln Finance Office Unifi Inc Unique Fabricating Inc Unum Life Insurance Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging Visteon Climate Control CREDITOR NOTICE NAME John Livingston Mike Keith Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Bankruptcy Auditor Income Tax Division Water Utilities Water Department James P Bulhinger City Treasurer Economic Development Don Brown Barbara J Walker Jeff Rutter Sharon Van Zeeland David Brasseur Bruce Tobiansky Susan F Herr Todd McCallum Paul Hanson Val Venable Robena Vance Bill Weeks Laura Kelly Lilia Roman FAX 248-852-6074 217-356-5469 423-744-8866 412-777-4736 312-827-8542 312-827-8542 616-527-3385 213-368-7076 269-966-3629 903-237-1004 269-983-9875 586-276-4077 209-937-5099 828-665-5005 636-949-7471 937-258-0029 248-655-8932 989-638-9852 240-250-0895 302-355-2969 248-430-0134 281-584-7946 704-862-6262 704-992-4933 248-443-0090 770-258-3901 248-625-7442 502-564-3875 630-595-0336 517-663-2714 905-677-1851 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4352 517-241-8077 401-222-3145 401-725-5160 248-280-2110 252-753-2963 401-333-3648 336-316-5422 248-853-8422 704-571-3680 519-944-7748 586-755-8988 586-939-4216 734-727-9481

Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Daniel Watson Linda King Bruce B Galletly Raymond Soucie Farmville Downtown Partnership

Tom Tekieke Jess Tincher General Fax Terry Nardone Adriana Avila

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

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10/7/2005 10:01 AM

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(no valid email or facsimile)

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Basell USA Inc Basf Corporation 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 Phoenix City Of Roxboro City Of Williamston City Treasurer Collins & Aikman Corp Deloitte & Touche Dykema Gossett PLLC ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc Ga Dept Of Revenue 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 Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer 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 In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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

Mary Ellen Hinckle Collections Office Tax Department Port Huron Police Department Jay B Knoll Ronald Rose & Brendan Best Gary Torke William Stiefel Director's Office for Taxpayer Services Division

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 7925 Kingsland Dr 1609 Biddle Ave 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 PO Box 818 484 Middle Rd 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave Phoenix Police Dept PO Box 128 161 E Grand River 100 Mcmorran 250 Stephenson Hwy 600 Renaissance Center Ste 900 400 Renaissance Center 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346 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

ADDRESS2

620 W Washington St 142

CITY STATE ZIP Sidney OH 453658977 New York NY 10022 Greenville SC 29606 Raleigh NC 27613-4203 Wyandotte MI 48192 Bloomfield Hills MI 48304 Sudbury ON P3A 5C2 Ottawa ON K1A 1B1 Plymouth MI 48170-4394 Barberton OH 44203 Barberton OH 44203-2584 Canton OH 44711-9951 Dover NH 03820-0818 Dover NH 03820 Evart MI 49631 Fullerton CA 92632 Havre De Grace MD 21078 Phoenix AZ 85003 Roxboro NC 27573 Williamston MI 48895 Port Huron MI 48060 Troy MI 48083 Detroit MI 48243 Detroit MI 48243 Milwaukee WI 53209-6023 Auburn Hills MI 48326-2613 Plymouth MI 48170 Atlanta GA 30348-5499 Atlanta GA 30374 Pittsburgh PA 15264-0387 Pittsburgh PA 15264 Charlotte NC 28260 Nashville Raleigh Toledo Indianapolis Indianapolis Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston Phenix Chicago Southfield Farmington Hills Greenville Ste Foy Port Hope Longview Avon Lake Cambridge Lowell New York TN NC OH IN IN AL MI NC ON MI IL TX AL IL MI MI NC QC ON TX OH ON MA NY 37203-5223 27604 43617 46204-2253 46207-7218 36103-4660 49501 27702-1807 L4B 1L7 48232 60605-1725 77210 36870 60606 48034 48334 27834 G1X 4A5 L1A 3V9 75606 44012 N3H 3P5 01851 10249

Country

Canada Canada

co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

2120 West End Ave Ste 100 3100 Smoketree Ct Ste 600

of the City of Montgomery

Canada

SBSE Insolvency Unit Tim Gorman David Heller Josef Athanas & Danielle Kemp

233 S Wacker Dr

C Garland Waller

Canada Canada

co Beer Wells Real Estate Woody Ban

Canada

PO Box 6529

Page 1 of 2

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(no valid email or facsimile)

CREDITOR NAME Qrs 14 Paying Agent Inc Railroad Drive Lp 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 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 Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

CREDITOR NOTICE NAME

ADDRESS1 50 Rockefeller Lobby 2 100 Vesper Executive Pk 700 Leigh Capreol 875 Heron Rd 11 Station St 700 Leigh Capreol Ottawa Technology Centre 175 W Jackson Blvd Ste 90 425 Lexington Ave Department Of Revenue PO Box 30754 PO Box 30004 430 W Allegan St Dept 77833 7150 Harris Dr PO Box 30015 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 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner 10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200

ADDRESS2

CITY New York Tyngsboro Dorval Ottawa Belleville Dorval Ottawa Chicago New York Montgomery Lansing Lansing Lansing Detroit Lansing Detroit Southfield Hickory Fresno Trenton Pageland Urbana Farmington Gananoque Old Fort Pageland Troy Troy Detroit Warren Detroit Auburn Hills Greenwichn Holmesville Rantoul Charlotte New York Bingham Farms

STATE ZIP NY 10020-1605 MA 01879-2710 QC H4Y 1G7 ON ON QC ON IL NY AL MI MI MI MI MI MI MI NC CA ON SC IL NH ON NC SC NC MI MI MI MI MI CT OH IL NC NY MI K1A 1B1 K8N 2S3 H4Y 1G7 K1A 9Z9 60604 10017-3954 36104 48909 48909 48918-0001 48277-0833 48909 48226 48075 28602 937151192 K8V 5R1 29728 61802 03835 K7G 2T6 28762 29728 27371 48083 48232 48089-3171 48226 48326-2356 06830 44633 61866 28262-2337 10019 48025

Country

Canada Canada Canada Canada Canada

Canada Customs & Rev Agency Technology Ctr

875 Heron Rd

Midwest Regional Office Peter Pantaleo Erin Casey & Alice Eaton Matthew Rick Asst Attorney General Dept Of Commerce & Nat Res State Of Michigan Mc State Secondary Complex US Trustee First Plaza County Of Fresno

50 N Ripley St

PO Box 2228

Canada

PO Box 67

PO Box 100

Canada

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

PO Box 113

co Lincoln Harris Llc Hal Novikoff

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

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EXHIBIT C

K&E 10700011.10

September 1, 2005 Ms. Jennifer W. Heckman Director, International Tax Collins & Aikman Corporation Global Headquarters 250 Stephenson Hwy. Troy, MI 48083

Dear Ms. Heckman: Thank you for engaging Deloitte Tax LLP (Deloitte Tax) to assist Collins & Aikman Corporation (C&A) and its affiliates (collectively, C&A or Client) with certain tax services as more fully described below in the Scope of Tax Services section, and in the Scope of Tax Services Exhibits attached hereto and incorporated herein (the Exhibits). On May 17, 2005, C&A filed in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. As a result, C&A is now operating as Debtor-in-Possession in In re: Collins & Aikman Corporation et al. (Case No. 05-55927) (the Case). C&A has requested that Deloitte Tax perform the tax services set forth herein under the Scope of Tax Services and as is set forth in the Exhibits and Deloitte Tax has agreed to perform such services, subject to the terms and conditions of this engagement letter. This engagement letter, and Deloitte Taxs obligations and responsibilities relating to this engagement, shall be effective as of September 1, 2005 (the date of filing of the retention application for this proposed engagement), subject to obtaining Bankruptcy Court approval in the Case; provided, however, that, in addition to Deloitte Taxs other rights or remedies, Deloitte Tax may, in its sole discretion and without any liability arising therefrom, terminate this engagement in the event that (a) a third party objects or threatens to object, or Deloitte Tax reasonably believes that a third party may object, in the form of an objection or otherwise, to Deloitte Taxs retention by C&A in the Case on the terms and conditions set forth in this engagement letter, or (b) a final order authorizing the employment of Deloitte Tax as tax service providers and tax consultants for C&A is not issued by the Bankruptcy Court in the Case on or before sixty (60) days from the date hereof on the terms and conditions set forth herein or on such other terms and conditions as are satisfactory to Deloitte Tax, or (c) the application of C&A seeking such order is denied by the Bankruptcy Court in the Case. In such event, C&A hereby agrees to withdraw or amend, promptly upon Deloitte Taxs request, any application filed or to be filed with the Bankruptcy Court to retain Deloitte Taxs services in the Case. Scope of Tax Services Deloitte Tax has agreed to perform the services as described in the attached Exhibits. Such Exhibits represent tax services that will be subjected to Bankruptcy Court approval and will be authorized by C&A management as of the effective date as indicated thereon.

From time to time additional Deloitte Tax services may be requested by C&A, at which point, and to the extent agreed to by Deloitte Tax, an additional Exhibit setting forth the scope of such services and the effective date of the performance thereof shall be annexed to this engagement letter. All such Exhibits shall be executed by authorized representatives of C&A and Deloitte Tax and shall become a part of this engagement letter. In the event of any inconsistency in the terms set forth in this engagement letter and the terms of any Exhibits hereto, the terms of this engagement letter shall control. Fee Arrangement Unless other compensation arrangements are set forth in the applicable Exhibit, we will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level, as documented in the Addendum for each type of service to be provided. The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A. The professional fees charged for Deloitte Taxs services are calculated either 1) from the actual hours expended in providing the services multiplied by the hourly billing rates for specific personnel involved or 2) as a percentage of the tax savings generated from the project, if applicable. In addition, reasonable expenses, including travel, report production, delivery services, and other expenses incurred in providing the services, will be included in the total billed. Invoices will be sent monthly and payment on such invoices is due consistent with and as allowed per any applicable order of the Bankruptcy Court in connection with the Case. This engagement letter, together with the General Business Terms attached hereto, constitute the entire agreement between C&A and Deloitte Tax with respect to this engagement, and may not be amended except by the mutual written agreement of C&A and Deloitte Tax. All other oral and written representations, understandings or agreements relating to this engagement are superseded. Please indicate your acceptance of this agreement by signing in the space provided below and returning a copy of this engagement letter to us. Once again, thank you for giving us the opportunity to discuss our services with you. If you have any questions, please do not hesitate to call me at (313) 396-3297. Very truly yours, Deloitte Tax LLP AGREED AND ACCEPTED: Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________ Attachments Enclosure

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

DELOITTE TAX LLP GENERAL BUSINESS TERMS


A. Services. It is understood and agreed that Deloitte Tax LLPs (Deloitte Tax) services (the Services) under the engagement letter to which these terms are attached (the Engagement Letter) may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Client. For purposes of these terms and the Engagement Letter, the Client shall mean Collins & Aikman Inc. and its subsidiaries and/or affiliates. Collins & Aikman Inc. represents and warrants that it has the power and authority to execute this agreement on behalf of, and to bind, itself and its subsidiaries and/or its affiliates. B. Payment of Invoices. Deloitte Taxs invoices are due within thirty (30) days of the invoice date. Without limiting its rights or remedies, Deloitte Tax shall have the right to halt or terminate the Services entirely if payment is not received within (30) days of the invoice date. The Client shall be responsible for all taxes imposed on the Services or on the transaction, other than Deloitte Taxs income taxes imposed on a net basis or by employment withholding, and other than taxes imposed on Deloitte Taxs property. C. Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate on the completion of the Services. This engagement may be terminated by either party at any time, with or without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination, provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period. Deloitte Tax may terminate this engagement upon written notice to the Client if Deloitte Tax determines that (a) a governmental, regulatory, or professional entity (including, without limitation, the American Institute of Certified Public Accountants (AICPA), the Public Company Accounting Oversight Board (PCAOB), or the Securities and Exchange Commission), or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Deloitte Taxs performance of any part of the engagement illegal or otherwise unlawful or in conflict with independence or professional rules, or (b) circumstances change (including, without limitation, changes in ownership of the Client or any of its affiliates) such that Deloitte Taxs performance of any part of the engagement would be illegal or otherwise unlawful or in conflict with independence or professional rules. Upon termination of the engagement, the Client will compensate Deloitte Tax under the terms of the Engagement Letter for the Services performed and expenses incurred through the effective date of termination. D. Ownership of Deloitte Tax Property. To the extent that Deloitte Tax utilizes any of its property (whether tangible or intangible) in connection with this engagement, such property shall remain the property of Deloitte Tax, and the Client shall not acquire any right or interest in such property. Deloitte Tax shall have ownership (including, without limitation, copyright ownership) and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall not assert or cause to be asserted against Deloitte Tax or its personnel any prohibition or restraint from so doing. E. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. DELOITTE TAX WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE. DELOITTE TAX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CLIENTS EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE FOR DELOITTE TAX, UPON RECEIPT OF WRITTEN NOTICE, TO USE DILIGENT EFFORTS TO CURE SUCH BREACH, OR, FAILING ANY CURE IN A REASONABLE PERIOD OF TIME, THE RETURN OF PROFESSIONAL FEES PAID TO DELOITTE TAX HEREUNDER WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH BREACH. F. Client Responsibilities, Acknowledgements and Agreements. The Client shall cooperate with Deloitte Tax in the performance by Deloitte Tax of the Services, including, without limitation, providing Deloitte Tax with reasonable facilities and timely access to data, information and personnel of the Client. The Client shall

be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to Deloitte Tax for purposes of the performance by Deloitte Tax of the Services. The Client acknowledges and agrees that Deloitte Taxs performance is dependent upon the timely and effective satisfaction of the Clients responsibilities hereunder and timely decisions and approvals of the Client in connection with the Services. Deloitte Tax shall be entitled to rely on all decisions and approvals of the Client. The Client shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) designating a competent management member to oversee the Services; (c) evaluating the adequacy and results of the Services; (d) accepting responsibility for the results of the Services; and (e) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. In addition, Client specifically acknowledges and agrees to the following: Any assistance provided or comments made by Deloitte Tax relating to Statement of Financial Accounting Standards No. 109 will not constitute an agreement to provide audit, compilation, review, or attest services in accordance with standards or rules established by the AICPA, the PCAOB, or other regulatory body, and, therefore, we will not express an opinion or any other form of assurance with respect to the results of these services (including, without limitation, the tax provision, deferred taxes, valuation allowances and any related disclosures). The Client will solely be responsible for providing accurate and complete information requested by Deloitte Tax. Deloitte Tax has no responsibility for the accuracy or completeness of the information provided by or on behalf of the Client. G. Limitation on Damages. The Client agrees that Deloitte Tax, its subcontractors and their respective personnel shall not be liable to Client for any claims, liabilities, or expenses relating to this engagement (Claims) for an aggregate amount in excess of the fees paid by the Client to Deloitte Tax pursuant to this engagement, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte Tax or its subcontractors. In no event shall Deloitte Tax, its subcontractors or their respective personnel be liable for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this engagement. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Deloitte Tax, its subcontractors and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. H. Indemnification. The Client shall indemnify and hold harmless Deloitte Tax, its subcontractors and their respective personnel from all Claims, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte Tax or its subcontractors. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Deloitte Tax, its subcontractors and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. I. Force Majeure. Except for the payment of money, neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority. J. Limitation on Actions. No action, regardless of form, relating to this engagement, may be brought by either party more than one year after the cause of action has accrued, except that an action for nonpayment may be brought by a party not later than one year following the date of the last payment due to the party bringing such action. K. Independent Contractor. It is understood and agreed that each party hereto is an independent contractor and that neither party is, nor shall be considered to be, the others agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative. Neither party shall act or represent itself, directly or by implication, in any such capacity or in any manner assume or create any obligation on behalf of, or in the name of, the other.

L. Confidentiality. To the extent that, in connection with this engagement, Deloitte Tax comes into possession of any trade secrets or other proprietary or confidential information of the Client, Deloitte Tax will not disclose such information to any third party without the Clients consent. The Client hereby consents to Deloitte Tax disclosing such information (a) to subcontractors, whether located within or outside of the United States, that are providing services in connection with this engagement and that have agreed to be bound by confidentiality obligations similar to those in this paragraph L; (b) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (c) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Deloitte Tax in breach hereof, (ii) is disclosed by the Client to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to Deloitte Tax on a nonconfidential basis from a source other than the Client which Deloitte Tax believes is not prohibited from disclosing such information to Deloitte Tax by obligation to the Client, (iv) is known by Deloitte Tax prior to its receipt from the Client without any obligation of confidentiality with respect thereto, or (v) is developed by Deloitte Tax independently of any disclosures made by the Client to Deloitte Tax of such information. In satisfying its obligations under this paragraph, Deloitte Tax shall maintain the Clients trade secrets and proprietary or confidential information in confidence using at least the same degree of care as it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care. M. Survival and Interpretation. The agreements and undertakings of the Client contained in the Engagement Letter, together with all paragraphs herein relating to payment of invoices, limitation on damages, waiver of jury trial, information and data, survival and interpretation, assignment, governing law, indemnification, limitations on actions and limitations on warranties shall survive the expiration or termination of this engagement. The Client acknowledges and agrees that no affiliated or related entity of Deloitte Tax, whether or not acting as a subcontractor, shall have any liability hereunder to the Client or any other person and the Client will not bring any action against any such affiliated or related entity of Deloitte Tax in connection with this engagement. Without limiting the foregoing, affiliated and related entities of Deloitte Tax are intended thirdparty beneficiaries of these terms. Any affiliated or related entity of Deloitte Tax may in its own right enforce such terms, agreements and undertakings. N. Assignment and Subcontracting. Except as provided below, neither party may assign, transfer or delegate any of its rights or obligations hereunder (including, without limitation, interests or Claims) without the prior written consent of the other party. The Client hereby consents to Deloitte Tax assigning or subcontracting any of Deloitte Taxs rights or obligations hereunder to (a) any affiliate or related entity, whether located within or outside of the United States, or (b) any entity which acquires all or a substantial part of the assets or business of Deloitte Tax. Services performed by Deloitte Tax subcontractors shall be invoiced as professional fees on the same basis as Services performed by Deloitte Tax personnel, unless otherwise agreed. O. Waiver of Jury Trial. DELOITTE TAX AND THE CLIENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS ENGAGEMENT.

Scope of Tax Services Exhibit A This Exhibit A is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax LLP. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. Assistance with Federal Tax Effects of Bankruptcy Filing We will provide tax advisory services related to debt discharge and other reorganization issues arising in connection with the Case. Such services shall include, but not limited to, the following: (i) Assist C&A in its calculation of the tax asset and stock basis in order to assist C&As management in evaluating the income from the cancellation/discharge of indebtedness (COD income) and its effects under Internal Revenue Code (IRC or Code) Sections 108 and 1017 pertaining to tax attributes (tax basis in assets, tax basis in stock, and tax net operating loss carryovers). Such services will include a computation of cumulative earnings and profits of C&A (taking into account the effects of bankruptcy debt discharge income) in order to assist C&As management in developing its support regarding the tax effect of post-bankruptcy distributions to new equity holders;

(ii) Advise C&A in evaluating and modeling alternative tax methodologies in order to assist C&As management in understanding post-bankruptcy tax attributes (tax basis in assets and net operating loss carryovers) available under the applicable newly issued tax regulations and the absorption of such attributes based on C&As operating projections; including a technical analysis of the effects of Treasury Regulation (Treas. Reg.) Section 1.1502-28 and the interplay with IRC Section 108/1017; (iii) Advise C&A in evaluating and modeling the potential effect of the Alternative Minimum Tax in various post-emergence scenarios; (iv) Assist C&A in analyzing the effects of tax rules under Code Sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization; (v) Advise C&A in analyzing Net Built-in Gain or Loss position at date of bankruptcy in order to assist C&As management in understanding any limitations on use of tax losses generated from post-bankruptcy asset or stock sales; (vi) Assist C&A by working with creditors counsel, C&As counsel, and C&As financial advisors on cash tax effects of bankruptcy and in understanding the post-bankruptcy tax profile; (vii) Advise as to the proper tax treatment of post-petition interest; (viii) Advise as to the proper tax treatment of pre-petition and post-petition reorganization costs;

(ix) Assist C&A in its determination of the state tax consequences of the income from the discharge of indebtedness and any ownership changes, including their resulting impact on the amount and use of state net operating losses; (x) Advise C&A on the state tax aspects of the post-bankruptcy environment with a focus on optimizing the post-bankruptcy tax structure for state tax purposes. Strategies that are both general and specific will be developed and discussed with C&A management. These strategies will concentrate on the potential reduction of state income and franchise, sales and use, payroll and unemployment, property, excise and gross receipts taxes, and other state taxes; (xi) Assist C&A in evaluating and modeling the effects of liquidating, merging, or converting entities as part of the post-emergence plan, including the effects on federal and state tax attributes, state incentives, apportionment, and other tax planning; (xii) Assist C&A in reviewing the potential effects of the FAS 109 deferred tax and valuation allowances for potential tax basis in asset reductions as a result of the bankruptcy; the Client specifically acknowledges and agrees to the following: 1. Any comments made by Deloitte Tax relating to Statement of Financial Accounting Standards No. 109 will not constitute an engagement to provide audit, compilation, review or attest services in accordance with standards or rules established by the AICPA, the PCAOB, or other regulatory body, and, therefore, we will not express an opinion or any other form of assurance with respect to the results of these services (including, without limitation, the tax provision, deferred taxes, valuation allowances and any related disclosures). 2. The Client will be solely responsible for providing accurate and complete information requested by Deloitte Tax. Deloitte Tax has no responsibility for the accuracy or completeness of the information provided by or on behalf of the Client. (xiii) Assist C&A in the review and analysis of tax treatment of items adjusted for GAAP purposes as a result of fresh start accounting as required for the emergence date of the US GAAP balance sheet in an effort to identify the appropriate tax treatment of adjustments to equity (including issuance of new equity, options, and/or warrants); and other adjustments to assets and liabilities recorded; and (xiv) Document, as appropriate, our tax analysis, opinions, recommendation, observations, and correspondences for any proposed restructuring alternative tax issue or other tax matter described above. We will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level: Local National Partner Senior Manager Manager Senior Associate $575 $475 $390 $290 $675 $550 $475 $375

The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A.

Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit B

This Exhibit B is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. General Corporate Tax Advisory Assistance We will provide general consultative assistance with day-to-day federal, state tax and local country questions, as requested by C&As internal tax department, and as may be agreed to by Deloitte Tax, in an effort to assist C&A with ordinary ongoing tax needs not able to be satisfied with its existing internal resources. Please note that the above services do not include rendering of tax opinions, review of required tax disclosures, review of sale agreements, or discussions with accounting advisors, legal counsel, or target buyers. We will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level: Local Partner Senior Manager Manager Senior Associate Staff $540 $450 $360 $270 $200 National $675 $550 $475 $375

The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A. Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit C This Exhibit C is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. Tax Examination Services We will provide advisory services related to the challenge or potential challenge of C&As positions in tax and regulatory filings by the federal, state and local country authorities with responsibility over these filings. We will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level: Local Partner Senior Manager Manager Senior Associate Staff $540 $450 $360 $270 $200 National $675 $550 $475 $375

The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A. Please note that the above services do not include rendering of tax opinions, review of required tax disclosures, review of sale agreements, or discussions with accounting advisors, legal counsel, or target buyers. Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit D

This Exhibit D is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. Assistance with State Tax Effects of Bankruptcy Filing We will assist C&A in its effort to identify tax issues and planning opportunities related to bankruptcy from a state and local perspective, including, but not limited to, advising C&A on state adoption of IRC Sec 108, state tax effects of IRS Code Section 346 (including maximizing net operating loss carryovers), and state positions with respect to state tax attribute utilization limitations post-bankruptcy (IRC Sec 382 limitations). We will research relevant state tax laws and apply them to C&As specific facts. Deloitte Tax will document its recommendations in a memorandum for use solely by C&As management. We will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level:

Local Partner Senior Manager Manager Senior Associate $575 $475 $390 $290

National $675 $550 $475 $375

The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A.

Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit E

This Exhibit E is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. State Tax Post-bankruptcy Emergence Planning Deloitte Tax will assist C&A in its efforts to identify tax issues and state and local planning opportunities related to post-bankruptcy including, but not limited to, evaluating structural strategies to assist C&A in attempting to minimize state income taxes, property taxes, sales & use taxes, and other state and local taxes as appropriate. We expect to undertake the state tax post-bankruptcy review in two phases. In Phase I, we will assemble an engagement team of qualified and experienced tax professionals. This team, working together with C&A personnel, will review mutually selected tax information in order to consider the application of potential state tax planning strategies, which apply to C&A. The Phase 1 will review will address the post-bankruptcy environment with a focus on post-bankruptcy tax structure strategies, property tax planning and other state tax planning. This review will cover both general and specific tax strategies, and will concentrate on the potential reduction of state income and franchise, sales and use, payroll and unemployment, property, excise and gross receipts taxes, and other state taxes. At the end of Phase I we expect to identify potential strategies, quantify the expected tax savings or range of savings, and present recommendations to C&As management. We will then assist, upon the mutual agreement of the parties, C&As management as they prioritize and implement these strategies. During Phase II we expect to help C&A complete the analysis and documentation in an effort to support, were possible, the strategies selected by C&As management, and provide assistance in connection with the implementation thereof. We will work with C&As management to assist them in understanding implementation issues. We will help prepare technical support, related computational analyses, and other supporting documentation for use solely by C&As management in connection with their selected strategies. We will bill you for work performed based on actual hours incurred in performing such work at the following standard hourly rates for the engagement, by level:

Local Partner Senior Manager Manager Senior Associate $575 $475 $390 $290

National $675 $550 $475 $375

The range of billing rates reflects, among other things, differences in experience levels within classifications, geographic differentials and differences between types of services being provided by

such personnel. The rates above will remain effective for a period of one year. Future rate increases are subject to approval by C&A.

Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit F

This Exhibit F is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. Deloitte Taxs property tax service consists of two (2) phases: a strategic property tax review phase and an implementation phase. Phase I Strategic Property Tax Review The strategic property tax review phase involves an initial review of C&As financial records and property tax filings, as well as a review of the taxing authorities work papers for both the current and previous years assessments. This strategic property tax review phase is intended to assist C&A in identifying both immediate tax refund opportunities and potential tax savings through C&As implementation of specific strategies, including the following, but not limited to: Reviewing the information provided by Client, and secured through research, including a review of tax authority records where appropriate, and developing a value position. A value position is the research and consideration of relevant property data, records, observations, operations, and market in the development of an estimated value for a particular property. Reviewing current C&A procedures in compliance to determine if alternative methodologies, including a review of C&As asset classifications and its quantification of its intangible assets and the impact that such classifications and quantifications may have on reducing C&As property tax liabilities. Reviewing C&As tax assessments assigned by assessing authorities to the Properties and evaluating such tax assessments in effort to determine whether any such assessments are excessive based on applicable valuation techniques, industry standards, and market conditions. Conduct a ghost asset study in an effort to confirm significant assets on C&As books, as appropriate. Reviewing the assets with C&A and determining whether there are physical, functional, and/or economic obsolescence issues associated with the assets. Assessing C&As classification of real versus personal property. Estimating the value of tangible assets, by vintage or by individual asset.. Assessing the overall value of C&As assets through the application of various methodologies including replacement cost new less depreciation approach and income approach to value. Reviewing the value position with Client to mutually develop a Target Value, as appropriate. Target Value means an agreed upon range of values developed for settlement purposes. A value position is the research and consideration of relevant property data, records, observations, operations, and market in the development of an estimated value for a particular property.

Submitting recommendations for positioning of property taxes based on the impact from potential future restructurings.

Fees for Phase I Services Strategic Property Tax Review Phase I services will be performed at no charge to C&A.

Phase II Implementation Phase Deloitte Tax is willing to invest significant time and expense in Phase I of the project. Our investment is made with the understanding that C&A will move forward at the agreed upon fee, providing our ideas and approach have merit and savings potential to C&A, and that there are no known barriers. If after the strategic property tax review, C&A decides to go forward with the tax saving strategies identified, C&A will engage Deloitte Tax for the following: (i) Deloitte Tax will prepare and present formal protests on behalf of C&A before relevant Appraisal Review Boards / Boards of Appeal. Appeal efforts may include, but are not limited to, filing written protests, assisting in the filing of any necessary amended returns, discussions and negotiations on behalf of C&A with assessment authorities after filing formal protests, and preparing for and attending informal hearings on behalf of C&A with assessment officials. Deloitte Tax will prepare valuation report(s) and develop positions supporting the reduced value. Advise C&A on the outcome of such actions as described above. Provide a summary of findings of the assessed values and estimated or actual ad valorem taxes on the Properties, including a summary of the results of Deloitte Taxs efforts. Fees for Phase II Services Implementation Phase For Phase II: In the event that that C&A engages Deloitte Tax to perform the services that are the subject of this Exhibit with respect to all of C&As real and personal property holdings for the 2004 and 2005 tax years as well as all other open tax years, C&A shall pay Deloitte Tax twenty five percent (25%) of the real and personal property tax savings received by C&A as result of the Deloitte Tax services performed pursuant to this Exhibit. In the event that that C&A engages Deloitte Tax to perform the services that are the subject of this Exhibit with respect to specific properties as identified by C&A (as opposed to all of C&As properties), then C&A shall pay Deloitte Tax thirty (30%) of the real and personal property tax savings resulting from Deloitte Tax services provided pursuant to this Exhibit and received by C&A on the specified property. In either case, tax savings fees are due and payable upon provision of proof of reduction. For purposes of this Exhibit, the services rendered and the resulting fees to Deloitte Tax, Tax savings shall be defined as the previous years final assessment, plus or minus the net change in plant and equipment balance, or the preliminary assessment, whichever is greater, less the current years final

(ii) (iii)

assessment, as negotiated by Deloitte Tax, times the applicable tax rate. To the extent that amended returns or refund claims are filed by Deloitte Tax, the tax savings resulting from the amended returns or refund claims are also subject to the contingent fee provisions as detailed above. Appeals will only be pursued for those properties as mutually agreed upon by C&A and Deloitte Tax. All third party engagement-related expenses such as filing fees, appraiser, and attorney fees, etc. will be the responsibility of C&A and will be billed in addition to the fees quoted above. Under AICPA and state accountancy rules and our own professional standards, we will charge a contingent based performance fee for our services wherever appropriate. We anticipate that refund claims and amended returns and certain ideas and strategies we recommend will qualify for a contingent fee structure. If during the course of this engagement Deloitte Tax identifies a strategy for which it is unable to charge a performance fee for personal property tax issues, we will bring that item to your attention and an hourly fee will be billed at 75% of Deloitte Taxs standard hourly rates for services approved by C&A. If litigation is required, Deloitte Tax will assist C&As legal counsel, as directed, for an additional negotiated fee and expenses. Please note that the above services do not include rendering of tax opinions, review of required tax disclosures, review of sale agreements, or discussions with accounting advisors, legal counsel, or target buyers. Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________

Scope of Tax Services Exhibit F(1)

It is agreed that Deloitte Tax shall represent C&A for real and personal property as listed below:

PROPERTY LISTING

To be Provided by C&A Will Include all Physical Locations

Scope of Tax Services Exhibit G

This Exhibit G is attached to and made a part of that certain engagement letter dated September 1, 2005 entered into between C&A and Deloitte Tax. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in such engagement letter. The following tax services have been approved by C&As management and agreed to by Deloitte Tax. SCOPE OF SERVICES International Assignment Tax Services U.S. Federal and State Income Tax Returns Deloitte Tax will prepare Federal and state income tax returns pertaining to all eligible employees of the C&As (hereinafter referred to as assignees). It is C&As responsibility to confirm to Deloitte tax the list of eligible assignees. Deloitte Tax will provide confirmed assignees with an electronic income tax organizer to assist them in accumulating the information necessary for Deloitte Tax to prepare the returns. Deloitte Tax is not responsible for the preparation of any non-income tax returns for the assignees, whether the legal responsibility of C&A or the employees, unless separately arranged with Deloitte Tax. Examples of non-covered returns include, but are not limited to, sales and use returns, valueadded returns, local property tax returns, payroll tax returns, foreign bank account filings, trust or gift tax returns, foreign trust reporting or information returns for employee benefit plans. Client Organizer Deloitte Tax will provide C&As assignees with a US Client Organizer (Organizer) by January 23, 2006 to those assignees for whom authorization for services is received by Deloitte Tax by January 9th. Other country organizers will be provided within 6 weeks of the tax year end. The completed US Organizer should be returned to Deloitte Tax no later than March 3, 2006, to allow Deloitte Tax to finalize the tax return(s) in a timely manner and minimize exposure to interest and/or penalties. Deloitte Tax will keep you informed of any circumstances that otherwise affect the scope of Deloitte Taxs work, the timetable or Deloitte Taxs level of participation. If Deloitte Tax encounters circumstances that cause Deloitte Taxs fees to exceed Deloitte Taxs estimate as set forth in the Application, Deloitte Tax will consult with C&A regarding the additional cost before proceeding with the tasks involved. As always, Deloitte Tax will make every effort to keep Deloitte Taxs fees and expenses as low as possible, commensurate with Deloitte Taxs responsibilities. Foreign Income Tax Returns Deloitte Tax-related entities will prepare home/host country income tax returns for eligible assignees. In addition, tax professionals in Deloitte Tax-related entities offices may meet with eligible assignees, where reasonable, to discuss local tax issues. The fees for those returns are included in the attached service matrix.

Exit and Entrance Tax Orientations Deloitte Tax will provide tax briefings to eligible assignees in their home country before they depart for their international assignments. The topics covered will include C&As international assignment policies, U.S. and foreign tax requirements and assignee-specific tax matters. Deloitte Tax-related entities will also provide a tax briefing in the host location for eligible assignees upon their arrival in the host country to discuss host country tax issues. Foreign Tax Payment and Refund Advice Deloitte Tax will review and analyze all foreign tax assessments and refunds to determine whether funds should be advanced by the Company or refunded to the Company. Tax Equalization Calculations Deloitte Tax will prepare tax equalization calculations for all eligible assignees, pursuant to C&As policy/policies, and will forward the results of these calculations to C&A in a manner that will protect the assignees confidential tax return information. Tax Audits and Notices Deloitte Tax will respond to any Federal, state or foreign tax notice on the assignees behalf for all years in which the assignee is/was eligible for Deloitte Tax services. Please note that to the extent extensive representation is required we will contact you in advance of providing that representation. To be cost effective, Tax Notices for unpaid taxes of less than $200 in most cases will not be examined or challenged, and a request for payment will be sent directly to you. Miscellaneous Compliance Services Deloitte Tax will provide services for miscellaneous compliance matters which may arise throughout the year, such as state estimated tax payments, amended returns, etc. in accordance with the fee schedule attached or with your approval.

General Advisory Services Deloitte Tax will provide general advisory tax consulting services to the C&A upon request. Such services usually consist of providing our assistance to C&As Human Resource, Finance, or International Tax professionals in developing the overall program and policies, as well as out-of-scope consultation regarding foreign tax compliance and planning, tax equalization and international assignment program or assignee issues. Services not described specifically in the fee schedules will be billed at our standard hourly rates for the tax specialists providing the services. Where appropriate, Deloitte Tax will provide a separate exhibit setting forth the appropriate scope of services along with the related fees.

Professional Fees Deloitte Tax anticipates that it will incur $75,000 in fees in connection with the preparation of the tax returns for C&A employees on international assignment based on a population of fifteen (15) employees. Additionally, Deloitte Tax anticipates $45,000 in fees in connection with the provision of various other tax services to the C&A in association with the prepared tax returns. Additional services will be provided only upon authorization by C&A. Tax Services Subject to any Bankruptcy Court orders, generally, Deloitte Tax anticipates billing on a monthly basis for consulting services performed under this engagement. Deloitte Taxs arrangement with you provides that Deloitte Tax sends progress bills for compliance services that we expect to deliver. On this basis, Deloitte Tax will issue progress bills as follows: February May 80% of budgeted annual compliance fee to be billed 20% of budgeted annual compliance fee to be billed

A final year-end compliance reconciliation bill will be provided to confirm both assignees served and services provided. Expenses and Coordination Travel expenses will be billed for the actual amount incurred except as agreed. Deloitte Tax expect to develop a mutually agreeable travel and expense approval process with C&A that will limit travel expenses to those ordinary and necessary under the circumstances. Effective as of September 1, 2005, agreed to and accepted by:

Deloitte Tax LLP

Collins & Aikman, Inc.

By:___________________________ Scott L. Shekell Tax Partner Date: _________________________

By:___________________________ Jennifer W. Heckman Director, International Tax Date: _________________________