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

MOTION FOR AN ORDER ESTABLISHING PROCEDURES THAT LIMIT CERTAIN TRANSFERS OF, OR CLAIMS OF WORTHLESSNESS WITH RESPECT TO, EQUITY INTERESTS IN THE DEBTORS The above-captioned debtors (collectively, the Debtors) hereby move the Court for entry of an order (the Order), substantially in the form of Exhibit A, establishing procedures that limit certain transfers of, or claims of worthlessness with respect to, equity interests in Debtor Collins & Aikman Corporation (C&A Corp.) or Debtor Collins & Aikman Products Co. (C&A Products). respectfully state as follows: In support of this motion (the Motion), the Debtors

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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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 under 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105, 363,

507, 541 and 1129 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code) and Rule 3002 of the Federal Rules of Bankruptcy Procedure (the Federal Rules). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary

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

committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. The Debtors and their non-debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur DAutomobiles, Toyota SA and Volkswagen AG.

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The Debtors Net Operating Losses and Tax Credits 7. Over the past 12 years, the Debtors have incurred significant net operating

losses of approximately $396 million (NOLs). By this Motion, the Debtors seek authorization to protect and preserve their valuable tax attributes, including NOL carryforwards and other business credits (Tax Credits, and together with the NOLs, Tax Attributes) by (a) establishing notice and hearing procedures regarding the trading of equity securities of C&A Corp. and C&A Products that must be complied with before such trades or transfers become effective and (b) establishing similar notice and hearing procedures regarding the claiming of a worthlessness deduction for federal or state tax purposes with respect to the equity securities of C&A Corp. and C&A Products before the Debtors emerge from chapter 11 protection. If no restrictions on trading or worthlessness deductions are imposed by the Court, the Debtors ability to use their Tax Attributes, a valuable asset of the Debtors estates, could be severely limited or even eliminated and could lead to major negative consequences for the Debtors, their estates and the overall reorganization process. 8. As set forth in greater detail below, the Tax Attributes are of significant

value to the Debtors and their estates because the Debtors can carry forward Tax Attributes to offset their future taxable income for up to 20 taxable years, thereby reducing their future aggregate tax obligations and freeing up funds to meet working capital requirements and service debt.2 The Debtors also may utilize such Tax Attributes to offset any taxable income generated by transactions completed during the chapter 11 cases. 9. Specifically, unrestricted trading of equity securities of C&A Corp. or

C&A Products could adversely affect the Debtors Tax Attributes if (a) too many 5% or greater
2 See 26 U.S.C. 172.

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blocks of equity securities are created or (b) too many shares are added to or sold from such blocks such that, together with previous trading by 5% shareholders during the preceding threeyear period, an ownership change within the meaning of section 382 of the Internal Revenue Code of 1986 (as amended, the IRC) is triggered prior to emergence and outside the context of a confirmed chapter 11 plan of reorganization. Likewise, if a 50% or greater shareholder were, for federal or state tax purposes, to treat its C&A Corp. or C&A Products equity securities as becoming worthless prior to the Debtors emerging from chapter 11 protection, such a claim could trigger an ownership change under IRC 382(g)(4)(D), thus triggering an adverse affect on the Tax Attributes. Relief Requested A. Equity Trading 10. To preserve, to the fullest extent possible, the Debtors flexibility to craft a

plan of reorganization that maximizes the use of their Tax Attributes, the Debtors seek limited relief that will enable them to closely monitor certain transfers of equity securities of C&A Corp. and C&A Products so as to be in a position to act expeditiously to prevent such transfers, if necessary, with the purpose of preserving the Tax Attributes.3 11. The ability of a company to use its Tax Attributes and certain other tax

attributes to reduce future taxes is subject to certain limitations contained in IRC 382 (Section 382). As a general matter, if a corporation undergoes a change of ownership,

Section 382 limits the corporations ability to use its Tax Attributes and certain other tax attributes to offset future income. Under Section 382, a change of ownership occurs when the
3 Nothing in the order approving this Motion shall affect (a) any security interest in the stock of Collins & Aikman Products Co. in favor of (i) the DIP Agent, on behalf of the DIP Lenders and (ii) the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, approved under the Final Order Authorizing Debtors to Obtain Post-Petition Financing and Utilize Cash Collateral and Granting Adequate Protection [Docket No. 809] and (b) the enforcement of any such security interest.

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percentage of a companys equity held by one or more 5% shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during a three-year rolling testing period.4 12. The general purpose of Section 382 is to prevent a company with taxable

income from reducing its tax obligations by acquiring control of a company with tax losses. To achieve this objective, Section 382 limits the amount of taxable income that can be offset by a pre-change-of-control loss to the long-term tax exempt bond rate (as published by the Treasury) as of the change-of-control date multiplied by the value of the stock of the loss corporation immediately before the ownership change. Built-in losses recognized during the five-year period after the change date are subject to similar annual limitations. 13. By establishing procedures for continuously monitoring the trading of

equity securities, the Debtors can preserve their ability to seek substantive relief at the appropriate time, particularly if it appears that additional trading may jeopardize the use of their Tax Attributes. Accordingly, the Debtors request that the Court enter an order establishing the following procedures. Procedure for Trading in Equity Securities (i) For purposes of these procedures: (a) a Substantial Shareholder is any person or entity that beneficially owns (i) at least 3.75 million shares (representing approximately 4.5% of all issued and outstanding shares)5 of the common stock of C&A Corp. or (ii) at least 4.5% of the issued and outstanding shares of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (e.g., a holding company would be considered to beneficially

For example, an individual (A) owns 50.1% of the stock of corporation XYZ. A sells her 50.1% interest to another individual (B), that owns 5% of XYZs stock. Under Section 382, an ownership change has occurred because Bs interest in XYZ has increased more than 50 percentage points (from 5% to 55.1%) during the testing period. The same result would follow even if B owned no XYZ stock prior to the transaction with A, because B both becomes a 5% shareholder and increases his ownership by more than 50 percentage points during the testing period. To be clear, a 5% holder increasing its holding by 50 percent (i.e., from 5% to 7.5%) as opposed to 50 percentage points would not, in and of itself, cause an ownership change. Based on 83.6 million shares of common stock of C&A Corp. outstanding as of 5/17/2005.

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own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. (ii) Any person or entity that currently is a Substantial Shareholder (as such term is defined in paragraph (i) above) must file with the Court, and serve upon counsel to the Debtors, a notice of such status, in the form attached hereto as Exhibit B, on or before 40 days after the date of entry of the order approving the Motion (the Order). Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (i) above) that would result in (a) an increase in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity becoming a Substantial Shareholder, such Substantial Shareholder or person or entity must file with the Court, and serve upon counsel to the Debtors, an advance written notice in the form attached hereto as Exhibit C (a Notice of Intent to Purchase, Acquire or Otherwise Accumulate), of the intended transfer of equity securities. Prior to effectuating any transfer of equity securities (including options to acquire stock) that would result in (a) a decrease in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity ceasing to be a Substantial Shareholder, such Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice, in the form attached hereto as Exhibit D (a Notice of Intent to Sell, Trade or Otherwise Transfer and, collectively with a Notice of Intent to Purchase, Acquire or Accumulate, a Notice of Proposed Transfer), of the intended transfer of equity securities. The Debtors would have 30 calendar days after receipt of a Notice of Proposed Transfer to file with the Court and serve on such Substantial Shareholder an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer might adversely affect the Debtors ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction would not be effective unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, such transaction could proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this paragraph must be

(iii)

(iv)

(v)

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the subject of additional notices as set forth herein, with an additional 30day waiting period. B. Worthlessness Deductions 14. The Debtors also request that the Court enter an order restricting the

ability of shareholders that own (a) 50% or more of the common stock of C&A Corp., (b) 50% or more of the common stock of C&A Products or (c) 50% or more of the preferred stock of C&A Products to claim a deduction for the worthlessness of those securities on their federal or state tax returns for a tax year ending before the Debtors emerge from chapter 11 protection. Under IRC 382(g)(4)(D), any securities held by such a shareholder are treated as though they were transferred if such shareholder claims a worthlessness deduction with respect to such securities. It is therefore essential that shareholders that own or have owned 50% or more of the equity securities of the Debtors defer claiming such worthlessness deduction until after the Debtors have emerged from bankruptcy. 15. By restricting 50% shareholders from claiming a worthlessness deduction

prior to the Debtors emergence from chapter 11 protection, the Debtors can preserve their ability to seek substantive relief at the appropriate time. Accordingly, the Debtors request that the Court enter an order establishing the following procedures. Procedure for Claiming a Worthless Stock Deduction (i) For purposes of these procedures: (a) a 50% Shareholder is any person or entity that at any time since February 24, 1998, has beneficially owned 50% or more of the common stock of C&A Corp.6 or 50% or more of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated

Currently, this amount is at least 41.8 million shares representing 50% of all 83.6 million shares of common stock of C&A Corp. issued and outstanding as of May 17, 2005.

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acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. (ii) Any person or entity that currently is or becomes a 50% Shareholder (as such term is defined in paragraph (i) above) must file with the Court, and serve upon counsel to the Debtors, a notice of such status, in the form attached hereto as Exhibit E, on or before the later of (a) 40 days after the date of entry of the Order and (b) 10 days after becoming a 50% Shareholder. Prior to filing any federal or state tax return, or any amendment to such a return, claiming any deduction for worthlessness of the common stock of C&A Corp. or the common or preferred stock of C&A Products, for a tax year ending before the Debtors emergence from chapter 11 protection, such 50% Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice in the form attached hereto as Exhibit F (a Notice of Intent to Claim a Worthless Stock Deduction), of the intended claim of worthlessness. The Debtors will have 30 calendar days after receipt of a Notice of Intent to Claim a Worthless Stock Deduction to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Notice of Intent to Claim a Worthless Stock Deduction on the grounds that such claim might adversely affect the Debtors ability to utilize their Tax Attributes. If the Debtors file an objection, the filing of the return with such claim would not be permitted unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, the filing of the return with such claim would be permitted as set forth in the Notice of Intent to Claim a Worthless Stock Deduction. Additional returns within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30-day waiting period.

(iii)

(iv)

C.

The Debtors Right to Waive 16. With respect to the procedures set forth above, the Debtors request that the

Court permit the Debtors to waive, in writing and in their sole and absolute discretion, any and all restrictions, stays and notification procedures contained in this Motion or in any order entered with respect hereto.

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D.

Effect of Filing the Motion 17. Merely by filing the Motion, certain parties may engage in trading the

equity securities of C&A Corp. and C&A Products or may immediately attempt to claim a worthlessness deduction with respect to such stock. Such trading or deductions would put the Tax Attributes in jeopardy, as described herein, and would therefore be counterproductive to the Debtors objectives in seeking the relief. Accordingly, the Debtors request that the relief sought be effective as to any trades or claims for deductions as of the date the Motion is filed. Basis for Relief A. The Significance of the Debtors Tax Attributes 18. As of the Petition Date, the Debtors have Tax Attributes of approximately

$396 million. These Tax Attributes could translate into potential future tax savings for the Debtors of approximately $158 million, based on a combined federal and state income tax rate of approximately 40%. 19. Sections 39(a), 59(e), l72(b) and 904(c) of the IRC permit corporations to

carry forward Tax Attributes to offset future taxable income and tax liability, thereby significantly improving such corporations cash position in the future. The Debtors

Tax Attributes are a valuable asset of the estates whose availability will facilitate the Debtors successful reorganization and may serve to improve creditor recoveries. The Debtors ability to use their Tax Attributes, however, could be severely limited under Section 382 as a result of the trading and accumulation of C&A Corp. or C&A Products equity securities, or claims of worthlessness with respect thereto, prior to the consummation of a plan of reorganization. B. The Provisions of IRC 382 20. Section 382 limits the amount of taxable income that can be offset by a

corporations Tax Attributes in taxable years (or portion thereof) following an ownership change. 11
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Generally, an ownership change occurs if the percentage (by value) of the stock of a corporation owned by one or more 5% shareholders has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the three-year testing period ending on the date of the ownership change.7 21. When an ownership change occurs, Section 382 limits the amount of a

corporations income that may be offset by its pre-change losses to an annual amount equal to the value of the corporation prior to the ownership change multiplied by the long-term tax exempt rate. See IRC 382(b). Pre-change losses would include Tax Attributes and any net unrealized built-in loss (as defined in IRC 382(h)(3)). This formulaic limitation under

IRC 382 can severely restrict the ability to use pre-change losses because the value of the stock of a distressed company may be quite low. By way of illustration, if the Debtors were to undergo an ownership change today, their ability to offset future taxable income with their prechange losses would be de minimis because the Debtors current equity value is de minimis. 22. If, prior to the effective date of a plan of reorganization, too many equity

holders transfer their equity interests or a 50% shareholder declares its shares to be worthless, such transfers or declarations may trigger an ownership change. The Debtors need the ability to monitor, and possibly object to, changes in ownership of C&A Corp. or C&A Products equity securities to preserve flexibility in operating their business during the pendency of the chapter 11 cases, in crafting a plan of reorganization and, finally, in maximizing their ability to

In general, under IRC 382(g)(4)(A), all shareholders that individually own less than 5% of the stock of a company are deemed to be a single 5% shareholder throughout the three-year testing period, and transfers between such shareholders are disregarded for purposes of determining whether an ownership change has occurred (the public group rule). Thus, so long as 50% or more of the stock is owned by less than 5% shareholders throughout the three-year testing period, there will be no ownership change under Section 382. Accordingly, the Debtors do not seek to impose the requested notice and hearing procedures on trading by shareholders owning less than 4.5% of C&A Corp. or C&A Products stock; provided, that such shareholders do not have an intent to accumulate a 4.5% or greater block of stock or add or sell shares to or from such a block.

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reduce federal income taxes by offsetting their post-reorganization income with the Tax Attributes. C. The Requested Relief Is Narrowly Tailored 23. The requested relief does not bar all C&A Corp. or C&A Products stock

trading, or all deductions for worthless C&A Corp. or C&A Products stock. Moreover, the requested relief does not prohibit the trading in the Debtors claims. The Debtors seek to establish procedures only to monitor those types of stock trading and restrict those types of worthlessness deductions that would pose a serious risk under the Section 382 ownership change test, so as to preserve the Debtors ability to seek substantive relief if it appears that a proposed trade or deduction will jeopardize the use of their Tax Attributes. The procedures that the Debtors request in this Motion permit most stock and all claims trading to continue, subject only to Bankruptcy Rule 3002 and applicable securities, corporate and other laws. The restrictions on claiming deductions for worthless stock would apply only to 50% shareholders, and even then would not prohibit such deductions entirely, but would merely require them to be postponed to taxable years ending after the Debtors emerge from chapter 11 protection. D. The Requested Relief Is Necessary to Avoid Irreparable Harm to the Debtors 24. Once a Tax Attribute is limited under Section 382, its use is limited

forever, and once an equity interest is transferred, it cannot be undone. The relief sought herein is necessary to avoid an irrevocable loss of the Tax Attributes and the irreparable harm that would be caused by unrestricted trading in the equity securities of C&A Corp. or C&A Products and the Debtors resulting inability to offset taxable income with their Tax Attributes. E. Additional Provisions of the Proposed Order 25. Following entry of the Order, the Debtors propose to send a notice,

substantially in the form of Exhibit G (the Notice of Order), to: (a) the Core Group (as 13
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defined in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294] (the Case Management Procedures)); (b) transfer agents for any class of common stock of C&A Corp.; (c) all shareholders of any class of stock of C&A Products; and (d) the Securities and Exchange Commission. 26. Upon receipt of the Notice of Order, any transfer agent for any stock of

C&A Corp. would be required to send such Notice of Order to all holders of C&A Corp. stock holding in excess of 3.75 million shares registered with such transfer agent no later than 10 days after receipt of the Notice of Order; provided, that if any transfer agent provides the Debtors with the name and addresses of all holders of such stock no later than 10 days after receipt of the Notice of Order, the Debtors would be required to deliver the Notice of Order to such holders. Any such registered holder would be required, in turn, to provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares no later than 10 days after receipt of the Notice of Order, and so on down the chain of ownership. Additionally, any person or entity or broker or agent acting on their behalf that sells 800,000 shares of the common stock of C&A Corp. (or an option with respect thereto) to another person or entity would be required to provide a copy of the Notice of Order authorizing such procedures to such purchaser or any broker or agent acting on their behalf of such stock. Finally, the Debtors will promptly publish the Notice of Order in The Wall Street Journal and the Detroit Free Press. 27. Unless otherwise ordered by the Court, at least once every three months

during the chapter 11 cases, all transfer agents for any stock of C&A Corp. would be required to send the Notice of Order to all holders of such stock in excess of 1.25 million shares registered with such transfer agent; provided, that if any transfer agent provides the Debtors with the name

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and addresses of all holders of such stock, the Debtors shall deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares, and so on down the chain of ownership. 28. The foregoing notice procedures satisfy due process and the strictures of

Bankruptcy Rule 9014 by providing the relevant counterparties with a notice and an opportunity to object and attend a hearing. See, e.g., In re Colo. Mountain Cellars, Inc., 226 B.R. 244, 246 (D. Colo. 1998) (noting that hearing is not required to satisfy Bankruptcy Rule 9014). Further, the proposed notice procedures protect the due process rights of the parties-in-interest without unnecessarily exposing the Debtors estates to unwanted administrative expenses. F. Tax Attributes Are Property of the Estate and Are Entitled to Court Protection 29. Courts have uniformly held that a debtors Tax Attributes constitute

property of the estate under section 541 of the Bankruptcy Code and, as such, courts have the authority to implement certain protective measures to preserve Tax Attributes. The seminal case articulating this rule is In re Prudential Lines, Inc., 107 B.R. 832 (Bankr. S.D.N.Y. 1989), affd, 119 B.R. 430 (S.D.N.Y. 1990), affd, 928 F.2d 565 (2d Cir. 1991), cert. denied 502 U.S. 821 (1991). In Prudential Lines, the Bankruptcy Court for the Southern District of New York enjoined a parent corporation from taking a worthless stock deduction with respect to its whollyowned debtor subsidiary on the grounds that allowing the parent to do so would destroy its debtor-subsidiarys NOLs. In issuing the injunction, the court held that the debtors potential ability to utilize NOLs is property of an estate, 107 B.R. at 838, and that the taking of a worthless stock deduction is an exercise of control over a debtors NOLs, 107 B.R. at 842, and thus was properly subject to the automatic stay provisions of section 362 of the Bankruptcy Code. See In re Phar-Mor, Inc., 152 B.R. 924 (Bankr. N.D. Ohio 1993) (the sale of 15
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stock is prohibited by 362(a)(3) as an exercise of control over the NOL, which is property of the estate); see also In re White Metal Rolling & Stamping Corp., 222 B.R. 417, 424 (Bankr. S.D.N.Y. 1998) (it is beyond peradventure that NOL carrybacks and carryovers are property of the estate of the loss corporation that generated them); In re Grossmans, Inc., Case No. 97-695 (PJW) (Bankr. D. Del. Oct. 9, 1997) (debtors NOL carryforwards are property of debtors estates protected by the automatic stay provisions of the Bankruptcy Code); In re Southeast Banking Corp., Case No. 91-14561-BKC (Bankr. S.D. Fla. July 21, 1994) (debtors interest in their NOLs constitutes property of the estate within the scope of 11 U.S.C. 541(a)(i) and is entitled to the protection of the automatic stay). Because the Debtors Tax Attributes are property of their estates, the Court has the authority under section 362 of the Bankruptcy Code to enforce the automatic stay by restricting the transfer of, and claims of worthlessness with respect to, equity securities in the Debtors that could jeopardize the existence of this valuable asset. G. Bankruptcy Courts Have Granted the Relief Requested in the Motion 30. Courts have routinely restricted or enjoined transfers of equity securities

or claims, or issued other injunctive relief, to protect a debtor against the possible loss of its NOL carryforwards. See, e.g., In re J.L. French Automotive Castings, Inc., Case No. 06-10911 (Bankr. D. Del. March 3, 2006) (approving notification procedures and restrictions on certain transfers of, and worthless stock deductions with respect to, equity interests in the debtors); In re Delta Air Lines, Inc., Case No. 05-17923 (Bankr. S.D.N.Y. Sept. 16, 2005) (approving notification procedures and restrictions on certain transfers of claims against and equity interests in the debtors); In re Northwest Airlines Corp., Case No. 05-17930 (Bankr. S.D.N.Y. Sept. 15, 2005) (approving notification procedures and restrictions on certain transfers of claims against and equity interests in the debtors); In re US Airways, Inc., Case No. 04-13819 (Bankr. E.D. Va. Apr. 1, 2005) (approving notification procedures and restrictions on certain transfers of claims 16
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against and equity interests in debtors); In re WHX Corp., Case No. 05-11444 (Bankr. S.D.N.Y. March 31, 2005) (debtor provided 10 days to object to proposed transfers of claims or equity securities by substantial claimholders and shareholders); In re W.R. Grace & Co., Case No. 0101139 (Bankr. D. Del. Jan. 24, 2005) (approving notification procedures and restrictions on certain transfers of equity interests in the debtors); In re WorldCom, Inc., Case No. 02-13533 (Bankr. S.D.N.Y. March 5, 2003) (approving notification procedures and restrictions on certain transfers of claims against and equity interests in debtors); In re UAL Corp., Case No. 02-B48191 (Bankr. N.D. Ill. Dec. 30, 2002) (approving notification procedures and restrictions on certain transfers of equity interests in the debtors); In re US Airways Group, Inc., Case No. 0283984 (Bankr. E.D. Va. Oct. 2, 2002) (approving notification procedures and restrictions on certain transfers of claims against and equity interests in the debtors); In re Adelphia Commcns. Corp., Case No. 02-41729 (Bankr. S.D.N.Y. Sept. 27, 2002) (approving notification and hearing procedures for trading in equity interests); In re Metrocall, Case No. 02-11579 (Bankr. D. Del. June 6, 2002) (approving procedures for debtor to object to proposed transfers of stock); In re Casual Male Corp., Case No. 01-41404 (Bankr. S.D.N.Y. May 18, 2001) (enjoining transfers of common stock and convertible notes that would result in transferees holdings increasing to or beyond 4.99%); In re Worldtex, Inc., Case No. 01-785 (Bankr. D. Del. Apr. 2, 2001) (same). 31. Courts granting relief similar to that requested in the Motion generally

have done so by imposing notice and hearing requirements on any proposed transfer of stock to or by a person whose holdings of such stock exceeds, or would exceed as a result of the proposed transfer, a certain threshold amount. To accomplish this, the court and the debtor are given notice of any proposed transfers of stock by persons whose aggregate stock holdings exceed a certain dollar or share threshold, giving the debtor an opportunity to object to such transfer at a

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hearing. The order in First Merchants Acceptance was typical in this regard. See 1998 Bankr. LEXIS 1816 (Bankr. D. Del. March 12, 1998). In that case, the court entered an order imposing a duty to provide notice to the court and to debtors counsel on any party intending to (a) acquire, accumulate or sell more than a prescribed number of shares of the debtor, or to add additional shares to such a block or (b) acquire or sell any subordinated reset notes or unsecured claims against the debtors. After receiving such notice, the debtor would be afforded 30 days to object to such transaction and a hearing would be held so that the court could decide whether to allow any such transfer to be consummated. See also In re US Airways, Inc., Case No. 04-13819 (Bankr. E.D. Va. Apr. 1, 2005) (claims trading restrictions applied to certain claimholders); In re US Airways Group, Inc., Case No. 02-83984 (Bankr. E.D. Va. Oct. 2, 2002) (same); In re Williams Comm. Group, Inc., Case No. 02-11957 (Bankr. S.D.N.Y. July 24, 2002) (same); In re Worldtex Inc., Case No. 01-785 (Bankr. D. Del. Apr. 2, 2001) (stock trading restrictions applied to persons that were, or would become as result of proposed transfer, a 5% stockholder). Although the relief that the Debtors request in this Motion is similar to that granted in First Merchants Acceptance, it excludes transfers by claimholders from the scope of the notice and hearing procedures, thus making the requested relief even less burdensome than the relief granted in First Merchants Acceptance. 32. The Debtors Tax Attributes are valuable assets of their estates that will

inure to the benefit of their stakeholders and facilitate the Debtors reorganization. Unrestricted trading in the Debtors equity securities with no advance warning of such trades or unrestricted deductions for worthless stock jeopardize these assets and impair their value for the Debtors stakeholders at large. The requested relief imposes a minimal burden to achieve a substantial benefit for the Debtors, their creditors and other interested parties. Accordingly, the Court

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should grant the requested relief and establish a notice and hearing procedure governing the trading of equity securities of C&A Corp. or C&A Products and parties claiming that such securities are worthless. Notice 33. Notice of this Motion has been given to the Core Group and Affected

Parties as required by the Case Management Procedures.8 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 34. any other court. No prior motion for the relief requested herein has been made to this or

Capitalized terms used in this paragraph 33 not otherwise defined herein shall have the meanings set forth in the Cash Management Procedures.

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WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) establishing procedures governing the transfer of C&A Corp. or C&A Products equity securities and claims of worthlessness with respect thereto and (b) granting such other further relief as is just and proper. Dated: March 8, 2006 KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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 ESTABLISHING PROCEDURES THAT LIMIT CERTAIN TRANSFERS OF, OR CLAIMS OF WORTHLESSNESS WITH RESPECT TO, EQUITY INTERESTS IN THE DEBTORS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for an order establishing procedures that limit certain transfers of, or claims of worthlessness with respect to, equity interests in the Debtors [Docket No. ] (the Order); it

appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not defined herein shall have the same meaning as in the Motion.

K&E 10967938.10

28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; notice of this Motion and the opportunity for a hearing on this Motion 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 Motion is granted in its entirety. The relief granted herein is effective March 8, 2006, as to all purchases,

sales or other transfers, or any declarations of worthlessness of the common stock of C&A Corp. or the common or preferred stock of C&A Products. 3. Any purchase, sale or other transfer, or any declaration of worthlessness of

the common stock of C&A Corp. or the common or preferred stock of C&A Products, in violation of the procedures set forth herein (including the notice requirements set forth in paragraph 4(ii) below) shall be null and void ab initio as an act in violation of the automatic stay. 4. The following procedure shall apply to trading in common stock of

C&A Corp. or the common or preferred stock of C&A Products: (i) For purposes of paragraph 4 of the Order: (a) a Substantial Shareholder is any person or entity that beneficially owns (i) at least 3.75 million shares of the common or stock of C&A Corp. (representing approximately 4.5% of all issued and outstanding shares) or (ii) at least 4.5% of the issued and outstanding shares of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

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(ii)

Any person or entity that currently is a Substantial Shareholder (as defined in paragraph 4(i) of the Order) must file with the Court, and serve upon counsel to the Debtors, a notice of such status, in the form attached to the Motion as Exhibit B, on or before 40 days after the date of entry of the Order. Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph 4(i) of the Order) that would result in (a) an increase in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity becoming a Substantial Shareholder, such Substantial Shareholder or person or entity must file with the Court, and serve upon counsel to the Debtors, an advance written notice, in the form attached to the Motion as Exhibit C (a Notice of Intent to Purchase, Acquire or Otherwise Accumulate), of the intended transfer of equity securities. Prior to effectuating any transfer of equity securities (including options to acquire stock) that would result in (a) a decrease in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity ceasing to be a Substantial Shareholder, such Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice, in the form attached to the Motion as Exhibit D (a Notice of Intent to Sell, Trade or Otherwise Transfer and, collectively with a Notice of Intent to Purchase, Acquire or Accumulate, a Notice of Proposed Transfer), of the intended transfer of equity securities. The Debtors shall have 30 calendar days after receipt of a Notice of Proposed Transfer to file with the Court and serve on such Substantial Shareholder an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the Debtors ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30day waiting period. The following procedure shall apply to claims for tax purposes that

(iii)

(iv)

(v)

5.

common stock of C&A Corp. or the common or preferred stock of C&A Products are worthless: (i) For purposes of paragraph 5 of the Order: (a) a 50% Shareholder is any person or entity that at any time since February 24, 1998, has beneficially 3
K&E 10967938.10

owned 50% or more of the common stock of C&A Corp. (currently, at least 41.8 million shares representing 50% of all 83.6 million shares of the common stock of C&A Corp. issued and outstanding as of May 17, 2005) or 50% or more of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. (ii) Any person or entity that currently is or becomes a 50% Shareholder (as such term is defined in paragraph 5(i) of the Order) must file with the Court, and serve upon counsel to the Debtors, a notice of such status, in the form attached to the Motion as Exhibit E, on or before the later of (a) 40 days after the date of entry of the Order and (b) 10 days after becoming a 50% Shareholder. Prior to filing any federal or state tax return, or any amendment to such a return, claiming any deduction for worthlessness of the common stock of C&A Corp. or the common or preferred stock of C&A Products, for a tax year ending before the emergence of the Debtors from chapter 11 protection, such 50% Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice in the form attached hereto as Exhibit F (a Notice of Intent to Claim a Worthless Stock Deduction), of the intended claim of worthlessness. The Debtors will have 30 calendar days after receipt of a Notice of Intent to Claim a Worthless Stock Deduction to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Notice of Intent to Claim a Worthless Stock Deduction on the grounds that such claim might adversely affect the Debtors ability to utilize their NOLs. If the Debtors file an objection, the filing of the return with such claim would not be permitted unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, the filing of the return with such claim would be permitted as set forth in the Notice of Intent to Claim a Worthless Stock Deduction. Additional returns within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30-day waiting period. The Debtors may waive, in writing and in their sole and absolute

(iii)

(iv)

6.

discretion, any and all restrictions, stays and notification procedures contained in the Order. 4
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7.

The Debtors shall serve a notice of the entry of the Order setting forth the

procedures authorized herein substantially in the form attached to the Motion as Exhibit G (the Notice of Order) on (a) the Core Group (as defined in the Case Management Procedures), (b) transfer agents for any class of common stock of C&A Corp., (c) all shareholders of any class of stock of C&A Products, and (d) the Securities and Exchange Commission. The Debtors will promptly publish the Notice of Order in The Wall Street Journal and the Detroit Free Press. No further notice of entry of the Order need be served by the Debtors. 8. Upon receipt of the Notice of Order, any transfer agent for any stock of

C&A Corp. must send such Notice of Order to all holders of C&A Corp. stock in excess of 3.75 million shares registered with such transfer agent no later than 10 days after receipt of the Notice of Order; provided, that if any transfer agent provides the Debtors with the name and addresses of all holders of such stock no later than 10 days after receipt of the Notice of Order, the Debtors shall be required to deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares no later than 10 days after receipt of the Notice of Order, and so on down the chain of ownership. Additionally, any person or entity or broker or agent acting on their behalf that sells 800,000 shares of the common stock of C&A Corp. (or an option with respect thereto) to another person or entity must provide a copy of the Notice of Order authorizing such procedures to such purchaser or any broker or agent acting on their behalf of such stock. 9. Unless otherwise ordered by the Court, at least once every three months

during the chapter 11 cases, all transfer agents for any stock of C&A Corp. must send the Notice of Order to all holders of such stock in excess of 1.25 million shares registered with such transfer

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agent; provided, that if any transfer agent provides the Debtors with the name and addresses of all holders of such stock, the Debtors shall deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares, and so on down the chain of ownership. 10. Nothing in the Order shall affect (a) any security interest in the stock of

Collins & Aikman Products Co. in favor of (i) the DIP Agent, on behalf of the DIP Lenders and (ii) the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, approved under the Final Order Authorizing Debtors to Obtain Post-Petition Financing and Utilize Cash Collateral and Granting Adequate Protection [Docket No. 809] and (b) the enforcement of any such security interest. 11. The requirements set forth in the Order are in addition to the requirements

of Bankruptcy Rule 3002 and all applicable securities, corporate and other laws, and do not excuse compliance therewith. 12. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to the Order in accordance with the Motion. 13. The terms and conditions of the Order shall be immediately effective and

enforceable upon its entry. 14. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of the Order.

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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 THE DEBTORS MOTION FOR AN ORDER ESTABLISHING PROCEDURES THAT LIMIT CERTAIN TRANSFERS OF, OR CLAIMS OF WORTHLESSNESS WITH RESPECT TO, EQUITY INTERESTS IN THE DEBTORS PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively, the Debtors) have filed their Motion for an Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors (the Motion).

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

K&E 10967938.10

PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Motion and discuss it with your attorney, if you have one in these cases. (If you do not have an attorney, you may wish to consult one.) PLEASE TAKE FURTHER NOTICE THAT in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294] (the Case Management Procedures), if you wish to object to the Court granting the relief sought in the Motion, or if you want the Court to otherwise consider your views on the Motion, no later than March 20, 2006 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:2 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the Court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before March 20, 2006 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to:

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

2
K&E 10967938.10

Kirkland & Ellis LLP Attn: Richard M. Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -andKirkland & Ellis LLP Attn: David L. Eaton Ray C. Schrock Marc J. Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com -andCarson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Motion are timely filed and served, the Court may grant the Motion and enter the order without a hearing as set forth in Rule 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

3
K&E 10967938.10

Dated: March 8, 2006

KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

4
K&E 10967938.10

CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 8th day of March, 2006, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Motion for an Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors.

Dated: March 8, 2006 /s/ Ray C. Schrock Ray C. Schrock

K&E 10967938.10

Served via Electronic Mail

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

CREDITOR NOTICE NAME John Fabor Mike Keith

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

Bruce Tobiansky

Val Venable

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

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

Page 1 of 2

Served via Electronic Mail

CREDITOR NAME 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 V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company R Aurand R J Sidman Ralph E McDowell Ray C Schrock Rick Feinstein Ricoh Canada Inc Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle Sean P Corcoran Sheryl Toby Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME

15663507 Lacolle

Sara Eagle & Gail Perry Sara Eagle & Gail Perry

William Kinley President

Collector Of Revenue

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

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

Email 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 ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com WDKinley@aol.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com rschrock@kirkland.com rick.feinstein@ubs.com legal@ricoh.ca rdiehl@bodmanllp.com rweiss@honigman.com leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com sean.p.corcoran@delphi.com stoby@dykema.com sjbolek@co.stark.oh.us deq-ead-env-assist@michigan.gov

Jim Cambio Of Ingersoll Joseph T. Deters

Service de la Tresorerie

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

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

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(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Sterling Heights City Of Stockton Colbond Inc Dayton Bag & Burlap Co Dow Chemical Co Enerflex Solutions LLC Exxon Chemicals Health Alliance Medical Plans Inc Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Office of Finance of Los Angeles Orlando Corporation Pension Benefit Guaranty Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp Skadden Arps Slate Meagher & Flom LLP Skadden Arps Slate Meagher & Flom LLP South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan Teknor Financial Corporation Textron Inc TG North America Town Of Lincoln Finance Office Unique Fabricating Inc Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging CREDITOR NOTICE NAME John Livingston Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities James P Bulhinger City Treasurer Economic Development Don Brown Jeff Rutter David Brasseur Todd McCallum Law Dept Ronald Stallworth Bill Weeks Lilia Roman Bankruptcy Auditor Sara Eagle & Gail Perry Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Gregg Galardi Louis A Goodman Sales & Use Tax Division Lorraine Zinar Holly Matthews Linda King Bruce B Galletly Terrence O Donnell Raymond Soucie Tom Tekieke General Fax Terry Nardone Adriana Avila FAX 248-852-6074 217-356-5469 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 586-276-4077 209-937-5099 828-665-5005 937-258-0029 989-638-9852 248-430-0134 281-588-4606 313-664-8479 770-258-3901 502-564-3875 630-595-0336 517-663-2714 213-368-7076 905-677-1851 202-326-4112 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 302-651-3001 617-573-4822 803-898-5147 610-361-6082 248-816-4376 517-241-8077 401-725-5160 401-457-2418 248-280-2110 401-333-3648 248-853-8422 519-944-7748 586-755-8988 586-939-4216

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

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CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP American Stock Transfer 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 Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp DuPont Dykema Gossett PLLC ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye Harford County Revenue 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

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

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ADDRESS1 1062 S 4th Ave 590 Madison Ave 1525 W WT Harris Blvd 3C3 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 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy DuPont Legal D 7156 400 Renaissance Center 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 220 South Main St 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

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

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

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

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

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

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COUNTRY Canada

Canada Canada

Canada

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Angela Dodd 175 W Jackson Blvd Ste 90 Midwest Regional Office 175 W Jackson Blvd Ste 90 Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Gregg Galardi Louis A Goodman Dept Of Commerce & Nat Res Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex One Rodney Sq One Boston St Department Of Revenue PO Box 30004 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 40 Westminster St 126 North Pearl St 1306 E Triumph Dr

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

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CREDITOR NAME Town Of Farmington Town Of Farmville 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 Valeo Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul Visteon Climate Control W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

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ADDRESS1 356 Main St 115 West Church 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 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner One Village Center Dr

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STATE NH NC ON NC SC NC MI MI NC MI MI MI CT OH IL MI NC NY MI

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Canada

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

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

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EXHIBIT B Notice of Status (Substantial Shareholder)

K&E 10967938.10

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 OF STATUS AS A SUBSTANTIAL SHAREHOLDER2 PLEASE TAKE NOTICE that [Name of Shareholder] is/has become a Substantial Shareholder with respect to the [common stock and/or preferred stock] (the Stock) of [Collins & Aikman Corporation and/or Collins & Aikman Products Co.], a debtor in Case No. 05-55927 (Jointly Administered) pending in the United States Bankruptcy Court for the Eastern District of Michigan. PLEASE TAKE FURTHER NOTICE THAT as of [Date], [Name of Shareholder] beneficially owns [____] shares of the Stock of [Collins & Aikman Corporation and/or Collins &
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. For purposes of this Notice: (a) Substantial Shareholder means any person or entity that beneficially owns (i) at least 3.75 million shares (representing approximately 4.5% of all issued and outstanding shares) of the common stock of Collins & Aikman Corporation or (ii) at least 4.5% of all issued and outstanding shares of the common or preferred stock of Collins & Aikman Products Co.; (b) beneficial ownership of equity securities includes direct and indirect ownership (i.e., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

K&E 10967938.10

Aikman Products Co.]. The following table sets forth the date(s) on which [Name of Shareholder] acquired or otherwise became the beneficial owner of such Stock: Company (Collins & Aikman Corporation or Collins & Aikman Products Co.) Class of Stock Number of Shares Date Acquired

(Attach additional page or pages if necessary) PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of [Name of Substantial Shareholder] is [________]. PLEASE TAKE FURTHER NOTICE THAT under penalties of perjury, [Name of Substantial Shareholder] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice, are true, correct and complete. PLEASE TAKE FURTHER NOTICE THAT pursuant to that certain Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors, this Notice is being (a) filed with the United States Bankruptcy Court for the Eastern District of Michigan, 211 West Fort Street, Detroit, Michigan 48226 and (b) served upon counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock.

(Name of Substantial Shareholder) By: Name: Title: Address: Telephone: Facsimile: Date:

2
K&E 10967938.10

EXHIBIT C Notice of Intent to Purchase, Acquire or Otherwise Accumulate an Equity Interest

K&E 10967938.10

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 OF INTENT TO PURCHASE, ACQUIRE OR OTHERWISE ACCUMULATE AN EQUITY INTEREST PLEASE TAKE NOTICE THAT [Name of Prospective Acquirer] hereby provides notice of its intention to purchase, acquire or otherwise accumulate one or more shares of the [common stock and/or preferred stock] of [Collins & Aikman Corporation and/or Collins & Aikman Products Co.] (the Stock) or an option with respect thereto (the Proposed Transfer). PLEASE TAKE FURTHER NOTICE THAT if applicable, on [Prior Date(s)], [Name of Prospective Acquirer] filed a Notice of Status as a Substantial Shareholder2 with the United
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. For purposes of this Notice: (a) Substantial Shareholder means any person or entity that beneficially owns (i) at least 3.75 million shares (representing approximately 4.5% of all issued and outstanding shares) of the common stock of Collins & Aikman Corporation or (ii) at least 4.5% of all issued and outstanding shares of the common or preferred stock of Collins & Aikman Products Co.; (b) beneficial ownership of equity securities includes direct and indirect ownership (i.e., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

K&E 10967938.10

States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) and served copies thereof upon counsel to the Debtors. PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer] currently beneficially owns [ ] shares of the Stock. PLEASE TAKE FURTHER NOTICE THAT pursuant to the Proposed Transfer, [Name of Prospective Acquirer] proposes to purchase, acquire or otherwise accumulate [______] shares of the Stock or an option with respect to [_____] shares of the Stock. If the Proposed Transfer is permitted to occur, [Name of Prospective Acquirer] will beneficially own [_______] shares of the Stock after the transfer becomes effective. PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Acquirer] is [___________]. PLEASE TAKE FURTHER NOTICE THAT under penalties of perjury, [Name of Prospective Acquirer] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice are true, correct and complete. PLEASE TAKE FURTHER NOTICE THAT pursuant to that certain Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors, this Notice is being (a) filed with the United States Bankruptcy Court for the Eastern District of Michigan, 211 West Fort Street, Detroit, Michigan 48226 and (b) served upon counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock. PLEASE TAKE FURTHER NOTICE that the Debtors have 30 calendar days after receipt of this Notice to object to the Proposed Transfer described herein. If the Debtors file an objection, such Proposed Transfer will not be effective unless approved by a final and nonappealable order of the Bankruptcy Court. If the Debtors do not object within such 30-day period, then after expiration of such period the Proposed Transfer may proceed solely as set forth in the Notice.

2
K&E 10967938.10

PLEASE TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective Acquirer] that may result in [Name of Prospective Acquirer] purchasing, acquiring or otherwise accumulating additional shares of Stock (or an option with respect thereto) will each require an additional notice filed with the Court to be served in the same manner as this Notice.

(Name of Prospective Acquirer) By: Name: Title: Address: Telephone: Facsimile: Date:

3
K&E 10967938.10

EXHIBIT D Notice of Intent to Sell, Trade or Otherwise Transfer and Equity Interest

K&E 10967938.10

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 OF INTENT TO SELL, TRADE OR OTHERWISE TRANSFER AN EQUITY INTEREST PLEASE TAKE NOTICE THAT [Name of Prospective Seller] hereby provides notice of its intention to sell, trade or otherwise transfer shares of the [common stock and/or preferred stock] of [Collins & Aikman Corporation and/or Collins & Aikman Products Co.] (the Stock) or an option with respect thereto (the Proposed Transfer). PLEASE TAKE FURTHER NOTICE THAT if applicable, on [Prior Date(s)], [Name of Prospective Seller] filed a Notice of Status as a Substantial Shareholder2 with the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) and served copies thereof upon counsel to the Debtors.
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. For purposes of this Notice: (a) Substantial Shareholder means any person or entity that beneficially owns (i) at least 3.75 million shares (representing approximately 4.5% of all issued and outstanding shares) of the common stock of Collins & Aikman Corporation or (ii) at least 4.5% of all issued and outstanding shares of the common or preferred stock of Collins & Aikman Products Co.; (b) beneficial ownership of equity securities includes direct and indirect ownership (i.e., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

K&E 10967938.10

PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Seller] currently beneficially owns [_______] shares of the Stock. PLEASE TAKE FURTHER NOTICE THAT pursuant to the Proposed Transfer, [Name of Prospective Seller] proposes to sell, trade, or otherwise transfer [____] shares of Stock or an option with respect to [_____] shares of Stock. If the Proposed Transfer is permitted to occur, [Name of Prospective Seller] will beneficially own [_______] shares of Stock after the transfer. PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Seller] is [_________]. PLEASE TAKE FURTHER NOTICE THAT under penalties of perjury, [Name of Prospective Seller] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice, are true, correct and complete. PLEASE TAKE FURTHER NOTICE THAT pursuant to that certain Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors, this Notice is being (a) filed with the United States Bankruptcy Court for the Eastern District of Michigan, 211 West Fort Street, Detroit, Michigan 48226 and (b) served upon counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock. PLEASE TAKE FURTHER NOTICE THAT the Debtors have 30 calendar days after receipt of this Notice to object to the Proposed Transfer described herein. If the Debtors file an objection, such Proposed Transfer will not be effective unless approved by a final and nonappealable order of the Bankruptcy Court. If the Debtors do not object within such 30-day period, then after expiration of such period the Proposed Transfer may proceed solely as set forth in the Notice. PLEASE TAKE FURTHER NOTICE THAT any further transactions contemplated by [Name of Prospective Seller] that may result in [Name of Prospective Seller] selling, trading or otherwise transferring shares of Stock (or an option with respect thereto) will each require an additional notice filed with the Bankruptcy Court to be served in the same manner as this Notice.

(Name of Prospective Seller) By: Name: Title: Address: Telephone: Facsimile: Date:

2
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EXHIBIT E Notice of Status as a 50% Shareholder

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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 OF STATUS AS A 50% SHAREHOLDER PLEASE TAKE NOTICE that [Name of Shareholder] is/has become a 50% Shareholder2 with respect to the [common stock and/or preferred stock] (the Stock) of [Collins & Aikman Corporation and/or Collins & Aikman Products Co.], a debtor in Case No. 05-55927 (Jointly Administered) pending in the United States Bankruptcy Court for the Eastern District of Michigan. PLEASE TAKE FURTHER NOTICE THAT as of [Date], [Name of Shareholder] beneficially owns [____] shares of the Stock. The following table sets forth the date(s) on which
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. For purposes of this Notice: (a) a 50% Shareholder is any person or entity that at any time since February 24, 1998 has beneficially owned 50% or more of the common stock of Collins & Aikman Corporation (currently, at least 41.8 million shares representing 50% of all 83.6 million shares of common stock of C&A Corp. issued and outstanding as of May 17, 2005) or 50% or more of the common or preferred stock of Collins & Aikman Products Co.; (b) beneficial ownership of equity securities includes direct and indirect ownership (a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

K&E 10967938.10

[Name of Shareholder] acquired or otherwise became the beneficial owner of such Common Stock: Company (Collins & Aikman Corporation or Collins & Aikman Products Co.) Class of Stock Number of Shares Date Acquired

(Attach additional page or pages if necessary) PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of [Name of 50% Shareholder] is [________]. PLEASE TAKE FURTHER NOTICE THAT under penalties of perjury, [Name of 50% Shareholder] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice, are true, correct and complete. PLEASE TAKE FURTHER NOTICE THAT pursuant to that certain Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors, this Notice is being (a) filed with the United States Bankruptcy Court for the Eastern District of Michigan, 211 West Fort Street, Detroit, Michigan 48226 and (b) served upon counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock.

(Name of 50% Shareholder) By: Name: Title: Address: Telephone: Facsimile: Date:

2
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EXHIBIT F Notice of Intent to Claim a Worthless Stock Deduction

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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 OF INTENT TO CLAIM A WORTHLESS STOCK DEDUCTION PLEASE TAKE NOTICE THAT [Name of Prospective Claimer] hereby provides notice of its intention to claim a worthlessness deduction with respect to shares of the [common stock and/or preferred stock] (the Stock) of [Collins & Aikman Corporation and/or Collins & Aikman Products Co.] (the Proposed Worthlessness Claim). PLEASE TAKE FURTHER NOTICE THAT if applicable, on [Prior Date(s)], [Name of Prospective Claimer] filed a Notice of Status as a 50% Shareholder2 with the United States
1

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. For purposes of this Notice: (a) a 50% Shareholder is any person or entity that at any time since February 24, 1998 has beneficially owned 50% or more of the common stock of Collins & Aikman Corporation (currently, at least 41.8 million shares representing 50% of all 83.6 million shares of common stock of Collins & Aikman Corporation issued and outstanding as of May 17, 2005) or 50% or more of the common or preferred stock of Collins & Aikman Products Co.; (b) beneficial ownership of equity securities includes direct and indirect ownership (a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

K&E 10967938.10

Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) and served copies thereof upon counsel to the Debtors. PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Claimer] currently beneficially owns [_______] shares of the Stock. PLEASE TAKE FURTHER NOTICE THAT pursuant to the Proposed Worthlessness Claim, [Name of Prospective Claimer] proposes to declare for [federal/state] tax purposes that [____] shares of Stock, or a warrant or option with respect to [_____] shares of Stock became worthless during the tax year ending [______]. PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Claimer] is [_________]. PLEASE TAKE FURTHER NOTICE THAT under penalties of perjury, [Name of Prospective Claimer] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice, are true, correct and complete. PLEASE TAKE FURTHER NOTICE THAT pursuant to that certain Order Establishing Procedures that Limit Certain Transfers of, or Claims of Worthlessness with Respect to, Equity Interests in the Debtors, this Notice is being (a) filed with the United States Bankruptcy Court for the Eastern District of Michigan, 211 West Fort Street, Detroit, Michigan 48226 and (b) served upon counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock. PLEASE TAKE FURTHER NOTICE THAT the Debtors have 30 calendar days after receipt of this Notice to object to the Proposed Worthlessness Claim described herein. If the Debtors file an objection, such Proposed Worthlessness Claim will not be effective unless approved by a final and nonappealable order of the Bankruptcy Court. If the Debtors do not object within such 30-day period, then after expiration of such period the Proposed Claim may proceed solely as set forth in the Notice.

2
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PLEASE TAKE FURTHER NOTICE THAT any further actions contemplated by [Name of Prospective Claimer] that may result in [Name of Prospective Claimer] declaring for tax purposes that shares of Stock or a warrant or option with respect to such shares have become worthless will each require an additional notice filed with the Bankruptcy Court to be served in the same manner as this Notice.

(Name of Prospective Claimer) By: Name: Title: Address: Telephone: Facsimile: Date:

3
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EXHIBIT G Notice of Notification Procedures, etc.

K&E 10967938.10

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 OF (A) NOTIFICATION PROCEDURES APPLICABLE TO SUBSTANTIAL HOLDERS AND 50% HOLDERS OF EQUITY SECURITIES, (B) NOTIFICATION AND HEARING PROCEDURES FOR TRADING IN EQUITY SECURITIES, (C) NOTIFICATION AND HEARING PROCEDURES FOR CLAIMING WORTHLESSNESS DEDUCTIONS WITH RESPECT TO EQUITY SECURITIES AND (D) ALLOWING A HEARING ON THE PROSPECTIVE APPLICATION THEREOF TO: ALL PERSONS OR ENTITIES WITH EQUITY INTERESTS IN COLLINS & AIKMAN CORPORATION OR COLLINS & AIKMAN PRODUCTS, INC.:

PLEASE TAKE NOTICE THAT on May 17, 2005 (the Petition Date), Collins & Aikman Corporation (C&A Corp.) and certain of its direct and indirect subsidiaries (collectively, the Debtors) filed their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). Subject to certain exceptions, section 362 of the Bankruptcy Code operates as a stay of any act to obtain possession
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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of property of the Debtors estates or property from the Debtors estates or to exercise control over property of the Debtors estates. PLEASE TAKE FURTHER NOTICE THAT on March 8, 2006, the Debtors filed the motion for an order establishing procedures that limit certain transfers of, or claims of worthlessness with respect to, equity interests in the Debtors [Docket No. __________] (the Motion). PLEASE TAKE FURTHER NOTICE THAT on [___________], 2006, the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) entered an order (the Order) approving the procedures set forth below to preserve the Debtors net operating losses and certain business credits (the Tax Attributes). Any sale or transfer, or any declaration of worthlessness of equity securities in Collins & Aikman Corporation (C&A Corp.) or Collins & Aikman Products Co. (C&A Products) in violation of the procedures set forth below shall be null and void ab initio as an act violating the automatic stay. PLEASE TAKE FURTHER NOTICE THAT pursuant to the Order, the relief granted therein is effective March 8, 2006, as to all purchases, sales or other transfers, or any declarations of worthlessness of the common stock of C&A Corp. or the common or preferred stock of C&A Products. PLEASE TAKE FURTHER NOTICE THAT pursuant to the Order, the following procedures shall apply to holding and trading in EQUITY SECURITIES of C&A CORP. or C&A PRODUCTS: (i) For purposes of the Notice: (a) a Substantial Shareholder is any person or entity that beneficially owns (i) at least 3.75 million shares (representing approximately 4.5% of all issued and outstanding shares) of the common stock of C&A Corp. or (ii) at least 4.5% of all issued and outstanding shares of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (i.e., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. Any person2 or entity that currently is or becomes a Substantial Shareholder (as defined in paragraph (i) above) shall file with the Court, and serve upon counsel to the Debtors, a notice of such status (Notice of Status as a Substantial Shareholder), on or before the later of (a) 40 days

(ii)

References to person herein are made in accordance with the definition of person in 11 U.S.C. 101.

2
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after the date of entry of the Order and (b) 10 days after becoming a Substantial Shareholder. (iii) Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (i) above) that would result in (a) an increase in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity becoming a Substantial Shareholder, such Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice (Notice of Intent to Purchase, Acquire or Otherwise Accumulate) of the intended transfer of equity securities. Prior to effectuating any transfer of equity securities (including options to acquire stock) that would result in (a) a decrease in the amount of common stock of C&A Corp. or common or preferred stock of C&A Products beneficially owned by a Substantial Shareholder or (b) a person or entity ceasing to be a Substantial Shareholder, such Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice (Notice of Intent to Sell, Trade, or Otherwise Transfer)3 of the intended transfer of equity securities. The Debtors shall have 30 calendar days after receipt of a Notice of Proposed Transfer to file with the Court and serve on such Substantial Shareholder an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the Debtors ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30day waiting period.

(iv)

(v)

PLEASE TAKE FURTHER NOTICE THAT pursuant to the Order, the following procedure shall apply to claims for tax purposes that EQUITY SECURITIES of C&A CORP. or C&A PRODUCTS are worthless: (i) For purposes of the Notice: (a) a 50% Shareholder is any person or entity that at any time since February 24, 1998, has beneficially owned 50% or more of the common stock of C&A Corp. (currently, at least 41.8 million shares representing 50% of all 83.6 million shares of the

A Notice of Intent to Sell, Trade or Otherwise Transfer, together with a Notice of Intent to Purchase, Acquire or Accumulate, is hereinafter collectively referred to as a Notice of Proposed Transfer.

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common stock of C&A Corp. issued and outstanding as of May 17, 2005) or 50% or more of the common or preferred stock of C&A Products; (b) beneficial ownership of equity securities includes direct and indirect ownership (a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire; and (c) an option to acquire stock includes any contingent purchase, warrant, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. (ii) Any person or entity that currently is or becomes a 50% Shareholder (as such term is defined in paragraph (i) above) must file with the Court, and serve upon counsel to the Debtors, a notice of such status (Notice of Status as a 50% Shareholder) on or before the later of (a) 40 days after the date of entry of the Order and (a) 10 days after becoming a 50% Shareholder. Prior to filing any federal or state tax return, or any amendment to such a return, claiming any deduction for worthlessness of the common stock of C&A Corp. or the common or preferred stock of C&A Products, for a tax year ending before the emergence of the Debtors from chapter 11 protection such 50% Shareholder must file with the Court, and serve upon counsel to the Debtors, an advance written notice (Notice of Intent to Claim a Worthless Stock Deduction.) of the intended claim of worthlessness. The Debtors will have 30 calendar days after receipt of a Notice of Intent to Claim a Worthless Stock Deduction to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Notice of Intent to Claim a Worthless Stock Deduction on the grounds that such claim might adversely affect the Debtors ability to utilize their Tax Attributes. If the Debtors file an objection, the filing of the return with such claim would not be permitted unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, the filing of the return with such claim would be permitted as set forth in the Notice of Intent to Claim a Worthless Stock Deduction. Additional returns within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30-day waiting period.

(iii)

(iv)

PLEASE TAKE FURTHER NOTICE THAT upon receipt of the Notice of Order, any transfer agent for any stock of C&A Corp. must send such Notice of Order to all holders of C&A Corp. stock in excess of 3.75 million shares registered with such transfer agent no later than 10 days after receipt of the Notice of Order; provided, that if any transfer agent provides the Debtors with the name and addresses of all holders of such stock no later than 10 days after 4
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receipt of the Notice of Order, the Debtors shall be required to deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares no later than 10 days after receipt of the Notice of Order, and so on down the chain of ownership. Additionally, any person or entity or broker or agent acting on their behalf that sells 800,000 shares of the common stock of C&A Corp. (or an option with respect thereto) to another person or entity must provide a copy of the Notice of Order authorizing such procedures to such purchaser or any broker or agent acting on their behalf of such stock. PLEASE TAKE FURTHER NOTICE THAT unless otherwise ordered by the Court, at least once every three months during the chapter 11 cases, all transfer agents for any stock of C&A Corp. must send the Notice of Order to all holders of such stock in excess of 1.25 million shares registered with such transfer agent; provided, that if any transfer agent provides the Debtors with the name and addresses of all holders of such stock, the Debtors shall deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such stock in excess of 1.25 million shares, and so on down the chain of ownership. PLEASE TAKE FURTHER NOTICE THAT upon the request of any person, counsel to the Debtors, Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, Attn.: David L. Eaton and Ray C. Schrock will provide a form of each of the required notices described above. FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE SHALL CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY. ANY PROHIBITED PURCHASE, SALE, TRADE OR OTHER TRANSFER, OR ANY DECLARATION OF WORTHLESSNESS OF EQUITY SECURITIES IN THE DEBTORS IN VIOLATION OF THE ORDER SHALL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.

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PLEASE TAKE FURTHER NOTICE THAT the requirements set forth in this Notice are in addition to the requirements of 3002 of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate and other laws, and do not excuse compliance therewith. Dated: [Date], 2006 KIRKLAND & ELLIS LLP

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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