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
Hearing Date: March 12, 2007 at 2:00 p.m. Objection Deadline: March 12, 2007 at 12:00 p.m.

DEBTORS APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ALAN B. MILLER AS SPECIAL COUNSEL WITH RESPECT TO CERTAIN LITIGATION MATTERS The above-captioned debtors (collectively, the Debtors) hereby apply to the Court (this Application) for the entry of an order, substantially in the form of Exhibit A, authorizing the employment and retention of Alan B. Miller (Alan Miller) as their special counsel with respect to certain litigation matters, upon the terms and conditions contained in an engagement letter,

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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968.

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0555927070305000000000017

1]

substantially in the form of Exhibit B (the Engagement Letter).2 In support of this Application, the Debtors respectfully state as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This matter

is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 105(a), 327(a) and 328(a) of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rules 2014, 2016 and 5002 of the Federal Rules of Bankruptcy 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). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions for

relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Bankruptcy Rule 1015(b). 5. On May 24, 2005, the United States trustee appointed an official committee of

unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. On January 24, 2007, the Debtors filed the First Amended Joint Plan of Collins &

Aikman Corporation and Its Debtor Subsidiaries [Docket No. 3976] (as amended, the Plan). On January 26, 2007, the Court entered an order approving the Debtors amended disclosure statement
2 Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Engagement Letter.

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related to the Plan [Docket No. 3988]. Pursuant to this order, the Debtors commenced the solicitation process in connection with the Plan. The Plan is supported by the unofficial steering committee (the Steering Committee) for the Debtors senior, secured prepetition lenders, the Committee and the Debtors major customers. The hearing on confirmation of the Plan is scheduled for April 19, 2007 (the Confirmation Hearing). Retention of Special Counsel 7. The Debtors Plan provides for the establishment of a litigation trust (the Litigation

Trust) and the appointment of a litigation trust administrator (the Litigation Trust Administrator) to pursue claims on behalf of the Litigation Trust beneficiaries (the Beneficiaries). See Plan, Article IV.C. The responsibilities of the Litigation Trust Administrator include the investigation and commencement of the causes of action set forth in that certain litigation trust agreement (the Litigation Trust Agreement)3 that are intended to preserve and protect the assets of the Litigation Trust (the Litigation Trust Assets). These causes of action include, but are not limited to, the causes of action arising under chapter 5 of the Bankruptcy Code that are not released under the Plan or Court-approved settlements. These causes of action will be assigned to the Litigation Trust pursuant to the Plan. 8. The agent (the Agent) for the Debtors senior, secured prepetition lenders, in

consultation with the Steering Committee and the Committee, has advised the Debtors that the Agent has selected Alan Miller to serve as the Litigation Trust Administrator. The Debtors wish to retain Alan Miller as special counsel to begin the investigation and preparation of certain causes of action for the benefit of the Litigation Trust in advance of the effective date of the Plan.

Pursuant to the Plan, the terms of the Litigation Trust Agreement will be filed with the Court no later than ten days before the Confirmation Hearing.

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9.

Due to the time-sensitive nature of several causes of action, the upcoming

confirmation hearing and to ensure maximum value for the Debtors estates and the Beneficiaries of the Litigation Trust, the Debtors believe it is necessary to retain Alan Miller now to begin the work to prepare these causes of action. In fact, the statute of limitations on many of these causes of action may expire on May 17, 2007 pursuant to 11 U.S.C. 108 and 546. As such, if the Litigation Trust Administrator is not allowed to begin the investigation and preparation necessary to commence these actions prior to the effective date of the Plan, he may not be able to institute all necessary actions to preserve and protect the Litigation Trust Assets prior to the expiration of the statute of limitations, absent substantial estate resources being expended in the interim. In other words, allowing Alan Miller to begin work now should reduce administrative expenses that would otherwise be incurred by the Debtors other professionals. Relief Requested 10. By this Application, the Debtors respectfully request that the Court enter an order

authorizing the employment and retention of Alan Miller as special counsel to begin the investigation and preparation necessary to commence certain causes of action, upon the terms and conditions contained in the Engagement Letter. 11. The agent to the Debtors senior, secured prepetition lenders has communicated to the

Debtors its approval of the Engagement Letter and the relief requested in this Application. Alan Millers Qualifications 12. Alan Miller, who retired as a senior partner at the law firm of Weil, Gotshal &

Manges LLP, maintains the title of senior counsel at that firm and has specialized in business reorganizations for over 40 years. He has been involved in several chapter 11 reorganizations, out of court restructurings, secured financings and investments for troubled companies, including the purchase of TWA by American Airlines, Rockefeller Center Properties, Drexel Burnham Lambert, 4
K&E 11653604.6

Texaco, MCorp, New World Pasta Company, Viasystems, Inc., International Wire Company, Thermadyne Corporation and many others. Alan Miller also is a member of the board of directors of Meridian Automotive Systems, Inc., a leading supplier to the automotive industry, and he is a member of the Senior Advisory Board of Chanin Capital Partners, Inc., an affiliate of Duff & Phelps, Inc. 13. The Debtors believe that Alan Miller is well-qualified and able to represent their

interests and ultimately the interests of the Litigation Trust and its Beneficiaries in a costeffective, efficient and timely manner. Alan Miller has indicated a willingness to act on behalf of the Debtors, their creditors and the Beneficiaries, and to subject himself to the jurisdiction and supervision of this Court. Services to Be Provided 14. The Debtors and Alan Miller will enter into the Engagement Letter, which will

govern the relationship between Alan Miller and the Debtors, and is expected to govern Alan Millers relationship with the Litigation Trust. Under the Engagement Letter and to the extent requested by the Debtors, Alan Miller will act as special counsel to the Debtors. His services will include, but not be limited to, the following: a. Perform the same duties and assume the same responsibilities prior to the effective date of the Plan that the Litigation Trust Administrator will perform and assume upon and after the effective date of the Plan to preserve Litigation Trust Assets; and Identify and retain counsel and other professionals for the Debtors and the Litigation Trust who shall investigate and prepare to commence the Litigation Trust Claims against third parties as contemplated by the Plan. Terms of the Engagement Letter 15. The terms and the conditions of the Engagement Letter were negotiated between the

b.

Debtors and Alan Miller, in consultation with the agent to the Debtors senior, secured prepetition

5
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lenders. The Engagement Letter reflects the parties mutual agreement as to the efforts that will be required in this engagement. The material terms of the Engagement Letter are as follows:4 a. b. Term. The term of the Engagement shall commence immediately and expire according to the terms of the Plan. Fees. Alan Miller shall be paid an annual retainer of $75,000 plus 3% of the net (after deduction of costs and expenses including professional fees and expenses for the recovery of Litigation Trust Assets and Claims) amounts of recoveries by the Litigation Trust to or for the account of the Beneficiaries. Additionally, Alan Miller shall be paid $425 per hour for services related to the resolution of the Litigation Trust Claims. Alan Miller shall also be reimbursed for reasonable expenses, such as travel and meals.

16.

The overall compensation structure described above, as set forth in the Engagement

Letter, is comparable to compensation generally charged by counsel of similar stature to Alan Miller for comparable engagements. In determining the level of compensation to be paid to Alan Miller and its reasonableness, the Agent compared Alan Millers fee proposal to the other proposals received by the Agent in the special counsel selection process. To induce Alan Miller to do business with the Debtors, the compensation structure was established to reflect the difficulty of the duties Alan Miller expects to undertake. The Debtors submit that the foregoing compensation arrangement is reasonable, market-based and customary for chapter 11 legal engagements. 17. Alan Miller will file interim and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of the Court. 18. As set forth in the Miller Affidavit (as defined below), Alan Miller has not agreed to

share any of his compensation from the Debtors or the Litigation Trust with any other person, other

The following summary of the Engagement Letter is provided solely for the convenience of the Court and parties in interest. To the extent that there are any discrepancies between this summary and the Engagement Letter, the terms and language of the Engagement Letter shall govern.

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than other principals and employees of Alan Miller, as permitted by section 504 of the Bankruptcy Code. Disinterestedness 19. As required by Bankruptcy Rule 2014 and Local Rule 2014-1, Alan Miller has

submitted an affidavit (the Miller Affidavit) setting forth his connections with the parties against whom the causes of action may be commenced (the Potentially Adverse Parties). The Miller Affidavit is attached hereto as Exhibit C. 20. To the best of Alan Millers knowledge and except as disclosed in the Miller

Affidavit, Alan Miller: (a) does not hold or represent an interest adverse to the Debtors estates; and (b) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. 21. To the best of the Debtors knowledge, except as set forth in the Miller Affidavit,

Alan Miller: (a) is not aware of any connection with any of the Potentially Adverse Parties; (b) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; and (c) does not hold or represent any interest adverse to the Debtors or their estates. 22. To the extent that Alan Miller discovers any facts bearing on the matters described

herein during the period of his retention, Alan Miller will supplement the information contained in the Miller Affidavit. Basis for Relief 23. Section 327 of the Bankruptcy Code governs a debtors employment of professional

persons to represent the debtor in possession in carrying out its duties under the Bankruptcy Code. See 11 U.S.C. 327(a).

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24.

The Debtors seek approval of the Engagement Letter pursuant to section 328(a) of the

Bankruptcy Code, which provides, in relevant part, that the Debtors with the courts approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment. . . . 11 U.S.C. 328(a). 25. Section 328 permits the compensation of professionals on flexible terms that reflect

the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in In re National Gypsum Co.: Prior to 1978, the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. The uncertainty continues under the present 330 of the Bankruptcy Code, which provides that the court award to professional consultants reasonable compensation based on relevant factors of time and comparable costs, etc. Under present 328 the professionals may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee). 123 F.3d 861, 862 (5th Cir. 1997) (citations omitted). 26. Notwithstanding approval of his engagement under section 328, Alan Miller intends

to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of the Court, including the Interim Compensation Procedures [Docket No. 290]. 27. The Debtors seek to investigate and prepare to commence their outstanding claims

through Alan Miller efficiently and in the manner most effective to obtain the maximum value for such assets for the benefit of the Debtors estates and the Beneficiaries. Accordingly, the Debtors are requesting that the Court approve the employment and retention of Alan Miller.

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Notice 28. Notice of this Application has been given to the Core Group as required by the Case

Management Procedures.5 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 29. court. No prior application for the relief requested herein has been made to this or any other

Capitalized terms used in this paragraph 28 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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WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the employment and retention of Alan Miller as special counsel in connection with the investigation and commencement of certain causes of action of the Debtors estates and the Litigation Trust upon the terms and conditions contained in the Engagement Letter and (b) granting such other and further relief as is just and proper. Dated: March 5, 2007 KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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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 THE EMPLOYMENT AND RETENTION OF ALAN B. MILLER AS SPECIAL COUNSEL WITH RESPECT TO CERTAIN LITIGATION MATTERS Upon the application (the Application)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order authorizing the employment and retention of Alan B. Miller as their special counsel in connection with the investigation and preparation to commence certain causes of action, upon the terms and conditions contained in the Engagement Letter [Docket No. ___]; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors, the Beneficiaries and other parties in interest; it appearing that the Court has jurisdiction

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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

K&E 11653604.6

over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and the Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of the Application and the opportunity for a hearing on the Application was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Application is granted in its entirety. Alan B. Miller is found to be a disinterested person within the meaning of

11U.S.C. 101(14). 3. In accordance with 11 U.S.C. 327(a), 328(a) and 1107(a), the Debtors are

authorized and empowered to retain and employ Alan B. Miller as special counsel in these cases pursuant to the terms set forth in the Application and the Engagement Letter. 4. The Engagement Letter is approved pursuant to 11 U.S.C. 328(a) and the Debtors

are authorized to pay and reimburse Alan B. Miller according to the terms in the Engagement Letter. 5. Alan B. Miller shall be compensated in accordance with the procedures set forth in

11 U.S.C. 330 and 331, the Bankruptcy Rules, the Local Rules, the Interim Compensation Procedures and such other orders as may be entered by this Court. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application. 7. upon its entry. 8. The Court retains jurisdiction with respect to all matters arising from or related to the The terms and conditions of this Order shall be immediately effective and enforceable

implementation of this Order.

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CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 5th day of March, 2007, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Application for the Entry of an Order Authorizing the Employment and Retention of Alan B. Miller as Special Counsel With Respect to Certain Litigation Matters. Dated: March 5, 2007 /s/ Ray C. Schrock Ray C. Schrock

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Served via Electronic Mail

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

CREDITOR NOTICE NAME John Livingston John Fabor Mike Keith Scott Salerni

Barb Neal The Mayor at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Derrick Smith Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter

Kathleen Maxwell Bruce Tobiansky

Val Venable

Stuart A Gold & Donna J Lehl

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

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

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Served via Electronic Mail

CREDITOR NAME Michael R Paslay Michael Stamer Michigan Department Of Treasury Mike O'Rourke Mike Paslay Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Nick Shah Nina Rosete Paul Hoffman Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Peter Schmidt 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 Robin Spigel Ronald A Leggett Ronald R Rose Sarah Eagle Sean P Corcoran Sheryl Toby Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME

15663507 Lacolle

Sara Eagle & Gail Perry Sara Eagle & Gail Perry

Tricia Sommers

Collector Of Revenue

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante T Pryce Tax Administrator Thomas Radom 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

PA Powers Michigan Dept Of Environmental Quality Environmental Assistance Div Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office Michigan Unemployment Insurance Agency US Trustee

EMAIL mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov Michael.Orourke@colaik.com mike.paslay@wallerlaw.com info@electionsquebec.qc.ca mied@dor.mo.gov maire@st-zotique.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com phoffman@bofasecurities.com eagle.sara@pbgc.gov efile@pbgc.gov pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com triciawinkle@hotmail.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 rspigel@willkie.com leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com sean.p.corcoran@delphi.com stoby@dykema.com PAPowers@co.stark.oh.us deq-ead-env-assist@michigan.gov

Jim Cambio

Service de la Tresorerie

treasReg@michigan.gov shuttkimberlyj@michigan.gov steve.e.spence@usdoj.gov laplante@millercanfield.com tpryce@ford.com jcambio@tax.ri.gov radom@butzel.com 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) CREDITOR NAME American General Finance Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Marshall City Of Sterling Heights Colbond Inc Dayton Bag & Burlap Co Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Lake Erie Products Meridian Magnesium Office of Finance of Los Angeles Pension Benefit Guaranty Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan Teknor Financial Corporation TG North America Town Of Lincoln Finance Office Treasurer Of State Unique Fabricating Inc Valiant Tool & Mold Inc Vericorr Packaging fka CorrFlex Packaging CREDITOR NOTICE NAME Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities Maurice S Evans City Manager James P Bulhinger City Treasurer Don Brown Jeff Rutter Todd McCallum Law Dept Bill Weeks Lilia Roman Bankruptcy Auditor Sara Eagle & Gail Perry Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Linda King Bruce B Galletly Raymond Soucie Joseph T Deters Tom Tekieke General Fax Adriana Avila FAX 217-356-5469 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 269-781-3835 586-276-4077 828-665-5005 937-258-0029 248-430-0134 281-588-4606 770-258-3901 630-595-0336 517-663-2714 213-368-7076 202-326-4112 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 517-241-8077 401-725-5160 248-280-2110 401-333-3648 614-644-7313 248-853-8422 519-944-7748 586-939-4216

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

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CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin

ADDRESS2

COUNTRY

Mike Keith Charlie Burrill Thomas B Radom Attn Receiver General International Tax Service

Canada Canada

Income Tax Division Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle Dept Of Building And Safety City Attorneys Office Tax Department Water Department File 54563

Port Huron Police Department Barbara J Walker Stacy Fox Susan F Herr Ronald Rose & Brendan Best Gary Torke 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 220 South Main St Attn Lease Administration

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 1609 Biddle Ave 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 104 3rd St NW PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 26553 Evergreen Rd DuPont Legal D 7156 400 Renaissance Center 4611 North 32nd St Ste 900 1007 N Market St Auburn Hills Plymouth Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Bel Air MI MI GA NC GA PA PA NC MD TN 48326-2613 48170 30348-5499 28289-0691 30374 15264-0387 15264 28260 21014 37203

CITY Sidney New York Greenville Athens Wyandotte Bloomfield Hills Sudbury Ottawa Plymouth Barberton Canton Dover Dover Evart Fullerton Havre De Grace Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Southfield Wilmington Detroit Milwaukee

STATE OH NY SC TN MI MI ON ON MI OH OH NH NH MI CA MD CA AZ NC MI MI MI MO MI DE MI WI

ZIP 45365-8977 10022 29606 37371-0849 48192 48304 P3A 5C2 K1A 1B1 48170-4394 44203 44711-9951 03820 03820-0818 49631 92632 21078 90012 85003 27573 49085-1355 48895 48060 63301 48076 19898 48243 53209-6023

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Basf Corporation Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp DuPont Dykema Gossett PLLC ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc

William Stiefel

Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye Harford County Revenue

Director's Office for Taxpayer Services Division

Highwoods Forsyth Lp

co Highwoods Properties Llc

co Highwoods Properties Llc co Rudolph libbe Properties

of the City of Montgomery

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

Canada

SBSE Insolvency Unit

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

3322 West End Ave Ste 600 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Montgomery Grand Rapids Durham Richmond Hill Detroit

NC OH IN IN AL MI NC ON MI

27604 43617 46204-2253 46207-7218 36103-4660 49501 27702-1807 L4B 1L7 48232

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

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CREDITOR NOTICE NAME

ADDRESS2

COUNTRY

Tim Gorman Laura Kelly

Edward M. Mahon, Jr. C Garland Waller

Canada Canada Canada

Woody Ban

CREDITOR NAME Invista ISP Elastomer Janesville Products Keith Milligan Lear Corp Manpower Meridian Park Ministre Du Revenu Du Quebec Municipality Of Port Hope PolyOne Corp Prestige Property Tax Special Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp PO Box 6529

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

CITY Chicago Houston Grand Rapids Phenix Southfield Farmington Hills Greenville Ste Foy Port Hope Avon Lake Cambridge Lowell New York New York Tyngsboro

STATE IL TX MI AL MI MI NC QC ON OH ON MA NY NY MA

ZIP 60605-1725 77210 49546 36870 48034 48334 27834 G1X 4A5 L1A 3V9 44012 N3H 3P5 01851 10249 10020-1605 01879-2710

875 Heron Rd

Canada Canada Canada Canada Canada

Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada Securities and Exchange Commission Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan 50 N Ripley St PO Box 30744

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St Ottawa Technology Centre Midwest Regional Office 175 W Jackson Blvd Ste 900 Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Department Of Revenue Dept Of Commerce & Nat Res PO Box 30004 Matthew Rick Asst Attorney General PO Box 30754 State Of Michigan Mc Dept 77833 State Secondary Complex 7150 Harris Dr PO Box 30015 430 W Allegan St

Ottawa Ottawa Dorval Belleville Ottawa Chicago New York Montgomery Lansing Lansing Detroit Lansing Lansing

ON ON QC ON ON IL NY AL MI MI MI MI MI

K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 K1A 9Z9 60604 10017-3954 36104 48909 48909 48277-0833 48909 48918-0001

Jennifer Nelles US Trustee

First Plaza County Of Fresno

PO Box 2228

Of Ingersoll

Canada Canada PO Box 67

PO Box 100

Canada

Fsia Inc

State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd The Corporation Of The Town 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 Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan

Randy Lueth

Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 130 Oxford St 2nd Fl 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 7201 W Friendly Ave 942 Brooks Ave 211 W Fort St Ste 2001

Lansing Detroit Southfield Hickory Fresno Trenton Ingersoll Pageland Urbana Farmington Gananoque Old Fort Pageland Troy Troy Detroit Greensboro Holland Detroit

MI MI MI NC CA ON ON SC IL NH ON NC SC NC MI MI NC MI MI

48909-8244 48226 48075 28602 937151192 K8V 5R1 N5C 2V5 29728 61802 03835 K7G 2T6 28762 29728 27371 48083 48232 27410-6237 49423 48226

Attn Civil Division

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

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CREDITOR NAME Valeo Inc Vari Form Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul One Village Center Dr 10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200 Charlotte New York Bingham Farms NC NY MI MI 48111 28262-2337 10019 48025

CREDITOR NOTICE NAME Jerry Dittrich Terry Nardone Blue Point Capital Bpv Lowell LLC

ADDRESS1 3000 University Dr 12341 E 9 Mile Rd 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner

ADDRESS2

STATE MI MI CT OH IL

ZIP 48326-2356 48089 06830 44633 61866

COUNTRY

Visteon Climate Control

CITY Auburn Hills Warren Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township

W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

co Lincoln Harris Llc Hal Novikoff

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

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EXHIBIT B

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EXHIBIT C

K&E 11653604.6

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

AFFIDAVIT OF ALAN B. MILLER IN SUPPORT OF THE DEBTORS APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ALAN B. MILLER AS SPECIAL COUNSEL WITH RESPECT TO CERTAIN LITIGATION MATTERS Pursuant to section 327(e) of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Local Rule 2014-1 of the Bankruptcy Court for Eastern District of Michigan (the Local Rules), I, Alan B. Miller declare: 1. I am a member in good standing of the following courts: all New York state courts,

the District Courts for the Southern and Eastern Districts of New York, the United States Court 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. 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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 11653604.6

Appeals for the First, Second, Third, Fourth, Fifth and Eleventh Circuits and the United States Supreme Court. 2. I retired as a Senior Partner at the law firm of Weil, Gotshal & Manges LLP on

December 31, 2005 and maintain the title of Senior Counsel at that firm. Apart from my pension from the firm I do not receive compensation from the firm unless I perform services for clients of the firm. I make this Affidavit in support of the application of the above-captioned Debtors

(collectively, the Debtors) for the entry of an order authorizing my employment and special retention (the Application). 3. Unless otherwise specifically noted, I have personal knowledge of all matters set forth

in this Affidavit and, if called as a witness, I could and would testify thereto. All capitalized terms used in this Affidavit have the meanings given to them in the Application. 4. The Plan provides for the establishment of a Litigation Trust and the appointment of a

Litigation Trust Administrator to pursue claims on behalf of the Beneficiaries of the Litigation Trust. The responsibilities of the Litigation Trust Administrator include the investigation and commencement of the causes of action set forth in the Litigation Trust Agreement that are intended to preserve and protect the Litigation Trust Assets. These causes of action include, but are not limited to, the causes of action arising under chapter 5 of the Bankruptcy Code that are not released under the Plan or other Court-approved settlements. The proceeds of the successful prosecution of these causes of action will be assigned to a Litigation Trust pursuant to the Plan. 5. Subject to the Courts approval, I have agreed to act as the Debtors special counsel

and begin the investigation and preparation to commence certain causes of action for the benefit of the Debtors and the Litigation Trust prior to the effective date of the Plan. Pursuant to the Engagement Letter, I am entitled to receive an annual retainer of $75,000 plus 3% of the net (after

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deduction of costs and expenses including professional fees and expenses for the recovery of Litigation Trust Assets and Claims) amount of recoveries by the Litigation Trust to or for the account of the Beneficiaries. I will also be paid $425 per hour for my services related to the resolution of the Litigation Trust Claims. Additionally, I will be reimbursed for reasonable expenses such as travel and meals. 6. I have not had any client representations since 1966, except in my capacity as an

associate employee or partner at the two law firms described below. From 1966 until December 1, 1969, I was a full-time associate at the law firm of Seligson & Morris located in the city of New York. I did not practice law independently of the association during that period. From December 1, 1969 to December 31, 2005, I was a full-time associate and then a partner at the law firm of Weil, Gotshal & Manges LLP. Accordingly, I did not engage in the practice of law other than in those capacities. Since December 31, 2005, I have not engaged in the practice of law other than to complete two representations by the firm on which I was actively engaged on that date in my capacity as Senior Counsel at Weil, Gotshal & Manges LLP. Accordingly, I have not represented any clients other than in the capacities stated above since 1966. Therefore, for the purposes of my special counsel retention herein, I believe I have not represented any entities adverse to the interests of the Debtors or the Litigation Trust (the Potentially Adverse Parties), 2 although my former law firm may have done so. 7. I am reviewing the Potentially Adverse Parties3 to determine whether I have any

relationships that could interfere with the performance of the duties for which I am being retained.

2 3

The Debtors provided the list of the Adverse Parties that was used to research my client database. I am a member of the board of directors of Meridian Automotive Systems, Inc., a customer of and supplier to the Debtors, and is, I believe, a creditor of the Debtors.

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In this regard, if I discover material information that requires disclosure, I will file a supplemental disclosure with the Court as promptly as possible. 8. To the best of my knowledge, information and belief, I do not hold or represent any

interest adverse to the Debtors, their estates or the Litigation Trust in connection with the investigation and preparation to commence the Litigation Trust Claims for which I am proposed to be retained, as required by section 327(e) of the Bankruptcy Code. 9. I will file interim and final fee applications for the reimbursement of my costs as set

forth in the Application. 10. My proposed employment is not prohibited by or improper under Bankruptcy Rule

5002. I am qualified to represent the Debtors in the matters for which I am proposed to be employed. 11. I declare under penalty of perjury that the foregoing is true and correct.

Executed on this 5th day of March, 2007. /s/ Alan B. Miller Alan B. Miller

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