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

STIPULATION BY AND AMONG THE DEBTORS, THE FEE EXAMINER, THE COMMITTEE AND THE PREPETITION AGENT REGARDING MATERIALS SHARED WITH THE FEE EXAMINER This Stipulation is entered into by and among (i) Collins & Aikman Corporation and its debtor affiliates (C&A or the Debtors), (ii) Judy A. ONeill, in her capacity as fee examiner for C&A (the Fee Examiner), (iii) the Official Committee of Unsecured Creditors (the Committee), and (iv) JPMorgan Chase Bank, N.A., as administrative agent for the prepetition senior secured lenders (the Prepetition Agent) (collectively, the Parties, and individually, each a Party), through their respective counsel.

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 0555949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 0555969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 0555978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 05-55964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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0555927070613000000000027

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WHEREAS, on May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code); WHEREAS, 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); WHEREAS, on May 24, 2007, the Court entered an order (the Fee Examiner Order) pursuant to Rule 706 of the Federal Rules of Evidence and section 105 of the Bankruptcy Code, duly appointing Judy A. ONeill as fee examiner in these cases to investigate certain issues set forth in the Fee Examiner Order (the

Fee Examiner Investigation); WHEREAS, the Fee Examiner Order directs the Fee Examiner to prepare and transmit a written report with respect to the Fee Examiner Investigation (the

Fee Examiner Report); WHEREAS, the Fee Examiner Order provides for the Fee Examiner to conduct an expedited investigation and to complete and file the Fee Examiner Report no later than October 6, 2007; WHEREAS, in connection with the Fee Examiner Investigation, the Debtors, the Committee, the Prepetition Agent and their respective professionals will be producing and providing documents, testimony, interviews, written statements, legal opinions and other materials to the Fee Examiner and her professionals, including material that may be deemed (i) a trade secret or other confidential research, development or commercial information as those terms are used in Rule 7026(c)(7) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) or under any other applicable law, rule or regulation, (ii) attorney-client privileged communications or (iii) work product as defined under Bankruptcy Rule 2
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7026(b)(3) or any other applicable law, rule or regulation (material identified in items (i), (ii) and (iii) are described herein as the Shared Material, to the extent they are identified as provided in paragraph 4 below to the extent applicable);2 WHEREAS, the Debtors, the Committee and the Prepetition Agent believe that the Shared Material warrants protection from disclosure to the public; WHEREAS, the Debtors, the Committee and the Prepetition Agent do not intend or wish to waive the protection of the attorney-client privilege, work product doctrine or other applicable privilege by producing the Shared Material to the Fee Examiner and the other Parties hereto; and WHEREAS, the Parties each and together wish to (a) coordinate and cooperate with the Fee Examiner as she discharges her duties under the Fee Examiner Order so as to best enable the Fee Examiner and her professionals to complete the Fee Examiner Investigation within the time period set forth in the Fee Examiner Order and (b) minimize the time and cost to the Debtors estates in the Fee Examiners fulfillment of her duties. IT IS HEREBY STIPULATED AND AGREED as follows: 1. This Stipulation shall govern the use, exchange and handling of all

Shared Material, including all copies, excerpts and summaries thereof, produced, exchanged or provided by the Debtors, the Committee or the Prepetition Agent to the Fee Examiner and her counsel and outside professionals in connection with the Fee Examiner Investigation before or after the date hereof.

The Shared Material shall not include information or documentation that is now or subsequently becomes known or available by unrestricted publication or otherwise without breach of this Stipulation or information that is rightfully furnished to the Fee Examiner or her professionals by a third party without a restriction of disclosure.

3
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2.

The Parties agree that the production of Shared Material to the Fee Examiner

and the other Parties hereto, if any, is not and shall not be deemed to be a waiver of the attorney-client privilege, work product doctrine or other applicable privilege or protection. 3. Shared Material shall be used by non-producing Parties only for purposes of

the Fee Examiner Investigation and the Fee Examiner Report filed with the Court, and not for any commercial, business, competitive or other purpose. 4. Shared Material that consists of documents shall be designated by the

producing Party3 as such by stamping it with the legend Shared Material Pursuant to the Stipulation of June 13, 2007. Do Not Disclose to Anyone Except Pursuant to the Terms of the Stipulation and Protective Order. Shared Material that is provided orally after the date hereof to the Fee Examiner or her professionals shall be identified as Shared Material by the producing Party at the time of disclosure. Failure to designate Shared Material as such at the time of production may be remedied prior to the Fee Examiners submission or dissemination of the Fee Examiner Report by supplemental written notice, and, as soon as practicable upon receiving such written notice, the non-producing Parties shall thereafter treat the designated materials in accordance with the terms of the protective order approving this Stipulation attached hereto as Exhibit A (the Protective Order). The designation of a document or information as Shared Material shall not bind the Fee Examiner or the other non-producing Parties that such document or information is in fact protected by any applicable privilege or other protection. Moreover, nothing in this Stipulation or the Protective Order shall vitiate the right of a Party to object to the Fee Examiners draft report on the ground that material

To the extent a current or former member of the Committee produces information to the Fee Examiner, such person shall be considered a Party under this Stipulation.

4
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contained in such draft report should be designated as Shared Material, whether or not such material was previously designated as Shared Material. 5. The Debtors, the Prepetition Agent and the Committee and their respective

professionals reserve the right to determine for themselves the Shared Material they will provide to the Fee Examiner. This reservation of rights is without prejudice to the

Fee Examiners right to request that the Court compel production of Shared Material. 6. No obligation or duty to provide any Shared Material is created by this

Stipulation and execution of this Stipulation by each Party and the provision of Shared Material is voluntary. The Debtors, the Committee and the Prepetition Agent hereby agree that any Shared Material that any Party or its professionals provides to the Fee Examiner and her professionals may be used by the Fee Examiner and the other Parties only for purposes of the Fee Examiner Investigation, subject to the provisions of the Protective Order; provided, however, that if Shared Material has been or is in the future provided to any Party outside the context of the Fee Examiner Investigation, the restriction on use of Shared Material in this paragraph shall not prevent such Shared Material from being used for a purpose other than the Fee Examiner Investigation. 7. Shared Material produced, exchanged or provided to the Fee Examiner or her

professionals shall be held in strict confidence by such persons and, unless required by law or court order (including, without limitation, government action, subpoena or similar process), shall not be given, shown, made available or communicated in any way to anyone other than (i) counsel of record for the Fee Examiner, and attorneys, clerical, paralegal and other staff employed by such counsel, including any outside vendors providing litigation support or photocopying services, who are assisting in the conduct of the Fee Examiner Investigation, (ii) experts or consultants retained to assist with the Fee Examiner Investigation, provided that each such expert and consultant is provided a copy of this Stipulation and agrees, in 5
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writing, to be bound by the terms of this Stipulation, (iii) officers, employees and members, as applicable, of the Parties who may be necessary to assist in the preparation and conduct of the Fee Examiner Investigation and have been provided a copy of this Stipulation prior to disclosure to such person of any Shared Material and (iv) the Court and Court personnel. 8. To the extent the Fee Examiner believes it is necessary to the completion of

the Fee Examiner Report to discuss in or attach as an exhibit to the Fee Examiner Report (whether interim or final) Shared Material, the Fee Examiner shall provide advance written notice, by email, facsimile or overnight delivery, to the Debtors, the Committee and the Prepetition Agent at least five (5) business days prior to the filing with the Court of any such Fee Examiner Report the Shared Material she intends to discuss in or attach to the interim or final Fee Examiner Report so as to allow the Debtors, the Prepetition Agent and/or the Committee an opportunity to object to the disclosure of such Shared Material. Until the Court rules on any objection or motion for a protective order, the Parties shall hold the identity and content of the Shared Material in strict confidence and shall make no disclosure to any person of the identity or content of such Shared Material, except (i) as provided in the second sentence of paragraph 10 hereof, (ii) as otherwise ordered by the Court, (iii) to the extent the Parties do not object to the contents of the Fee Examiner Report as provided herein and/or (iv) as provided in the balance of this paragraph 8. If the Fee Examiner files her interim or final Fee Examiner Report during the pendency of the Debtors, the Prepetition Agent and/or the Committees objection or motion for a protective order, she shall file those portions of the Fee Examiner Report, or the entire report if more convenient, under seal to preserve the confidentiality of such Shared Material. 9. If the Fee Examiner objects to the designation of any Shared Material as such,

the Fee Examiner shall so state by letter to counsel for the Party producing such Shared Material. The Fee Examiner and counsel for the producing Party shall promptly 6
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confer, in good faith, to resolve any dispute concerning the designation and treatment of the Shared Material. In the event that the Fee Examiner and the producing Party are unable to resolve any dispute concerning the treatment of the Shared Material, the Fee Examiner shall file an application with the Court, in camera, challenging the Shared Material designation. The Party who produced the challenged Shared Material shall have four (4) business days to either remove the designation or oppose the Fee Examiners application. Pending

determination of such application, the challenged Shared Material shall continue to be treated in accordance with its original designation. 10. The Parties intend that this Stipulation protect the non-Fee Examiner Parties

with respect to privileged or confidential and highly sensitive Shared Material they provide to the Fee Examiner; provided, however, that the terms of this Stipulation do not in any way modify the non-Fee Examiner Parties obligations to cooperate with the Fee Examiner as provided in the Fee Examiner Order. In the event that the Fee Examiner is required by any law or court order (including, without limitation, government action, subpoena or similar process) to provide or produce Shared Material supplied by the Debtors, the Prepetition Agent or the Committee, the Fee Examiner shall, unless prohibited from doing so by applicable law, give the Debtors, the Prepetition Agent or the Committee and their counsel prompt written notice as soon as practicable under the circumstances so that the Debtors, the Prepetition Agent or the Committee have an opportunity to object to production. 11. The Fee Examiner and those acting on her behalf acknowledge that they are

aware that the use of the Shared Material produced by the Debtors, the Prepetition Agent or the Committee in connection with the Fee Examiner Investigation for any purpose inconsistent with the terms of this Protective Order will violate this Agreement. 12. Notwithstanding any provision contained herein, nothing in this Stipulation

shall restrict in any way the right of the Debtors, the Prepetition Agent or the Committee to 7
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make use of their own Shared Material in any way they deem fit or affect the terms of any of the Debtors, the Prepetition Agent or the Committees agreements, stipulations and orders regarding confidentiality with persons other than the Fee Examiner. 13. This Stipulation shall be deemed effective as to each Party, its attorneys,

agents and representatives, upon execution by all Parties and approval of this Stipulation by the Court. This Stipulation applies to any Shared Material provided prior to its execution. 14. This Stipulation shall remain binding after the conclusion of the

Fee Examiner Investigation unless otherwise ordered by the Court, and the Court shall retain jurisdiction over all parties and persons subject to the Protective Order for the purpose of enforcing the provisions of the Protective Order and to enter such orders as may be necessary to compel compliance and impose sanctions for any violation. 15. This Stipulation shall be without prejudice to and shall not impair the ability

or rights of the Debtors, the Prepetition Agent or the Committee to seek further limits on disclosure or protections for the confidentiality of any Shared Material in addition to the limits and protections provided herein, or the ability or rights of any other party to seek disclosure in accordance with applicable law. 16. The terms and limitations of this Stipulation shall not be modified or deviated

from except upon written stipulation by counsel for all Parties or by order of this Court. 17. This Stipulation shall be governed and construed in accordance with the laws

of the State of Michigan. 18. This Stipulation may be executed in any number of counterparts and shall

constitute one agreement binding upon all Parties thereto as if all Parties signed the same document. Facsimile signatures shall be treated as originals for all purposes. 19. The Debtors shall no later than one (1) business day after the Protective Order

is entered serve a copy of the Protective Order on all parties in the Core Group (as defined in 8
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the

First

Amended

Notice,

Case

Management

and

Administrative

Procedures

[Docket No. 294]).

9
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STIPULATED AND AGREED: Dated: June 13, 2007 KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors FOLEY & LARDNER, LLP /s/ Judy A. ONeill Judy A. ONeill One Detroit Center 500 Woodward Ave. Suite 2700 Detroit, Michigan 48226-3489 Telephone: (313) 234-7113 Fee Examiner

K&E 11887345.1

DYKEMA GOSSETT PLLC /s/ Ronald L. Rose Ronald L. Rose (P19621) Brendan G. Best (P66370) 400 Renaissance Center Detroit, Michigan 48243 Telephone: (313) 568-6553

AKIN GUMP STRAUSS HAUER & FELD LLP /s/ Abid Qureshi Michael S. Stamer Philip C. Dublin Abid Qureshi 590 Madison Ave. New York, New York 10022 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 -andBUTZEL LONG Thomas B. Radom 100 Bloomfield Hills Parkway, Suite 200 Bloomfield Hills, Michigan 48304 Telephone: (248) 258-1413 Facsimile: (248) 258-1439

-andWACHTELL, LIPTON, ROSEN & KATZ Harold S. Novikoff David C. Bryan 51 West 52nd Street New York, New York Telephone: (212) 403-1000

Co-Counsel for JPMorgan Chase Bank, N.A., as Prepetition Agent

Co-Counsel for the Official Committee of Unsecured Creditors

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EXHIBIT A

K&E 11887345.1

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

PROTECTIVE ORDER APPROVING STIPULATION BY AND BETWEEN THE DEBTORS, THE FEE EXAMINER, THE COMMITTEE AND THE PREPETITION AGENT REGARDING MATERIALS SHARED WITH THE FEE EXAMINER Upon the Stipulation (the Stipulation)2 entered into by and between (i) the Debtors, (ii) the Fee Examiner, (iii) the Committee and (iv) the Prepetition Agent, through their respective counsel, regarding Shared Materials; it is hereby ORDERED 1. The Stipulation is approved and the Parties request for a protective order in accordance with the Stipulation is granted.
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 otherwise defined herein shall have the meanings set forth in the Motion.

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2. The Debtors, the Prepetition Agent, the Committee and the Fee Examiner are authorized and directed to take all actions necessary to effectuate the relief granted pursuant to this Order. 3. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 4. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.

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