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 MODIFYING ORDER APPOINTING FEE EXAMINER AND STIPULATION RELATED THERETO 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 (the Prepetition Agent) for the prepetition senior secured lenders (the Prepetition Lenders) (collectively, the Parties, and individually, a Party), through their respective counsel.
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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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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), in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court); 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 Bankruptcy Court entered an order [Docket No. 7331] (the Fee Examiner Order) 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 file a final written report with respect to the Fee Examiner Investigation (the Fee Examiner Report); WHEREAS, the Fee Examiner Order directs the Fee Examiner to prepare and circulate to certain parties a draft report (the Draft Report) summarizing the Fee Examiners preliminary findings no later than August 22, 2007 (the Draft Report Deadline); WHEREAS, on June 13, 2007, the Parties entered into the Stipulation By and Between the Debtors, the Fee Examiner, the Committee and the Prepetition Agent Regarding Materials Shared with the Fee Examiner [Docket No. 7491] (the Shared Materials Stipulation); WHEREAS, on June 18, 2007, the Bankruptcy Court entered the protective order approving the Shared Materials Stipulation [Docket No. 7578]; WHEREAS, paragraph 8 of the Shared Materials Stipulation sets forth the guidelines for the disclosure of any Shared Material (as defined in the Shared Materials Stipulation) in the Fee Examiner Report (whether interim or final);

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WHEREAS, the Parties wish to extend the Draft Report Deadline by seven days; WHEREAS, the Parties wish to modify the exclusive group of parties that will receive a copy of the Draft Report; and WHEREAS, the Parties wish to modify the guidelines set forth in paragraph 8 of the Shared Materials Stipulation. IT IS HEREBY STIPULATED AND AGREED as follows: 1. The Draft Report Deadline shall be extended from August 22, 2007 to and

including the earlier of (a) the delivery of the Draft Report and (b) August 29, 2007. All related deadlines set forth in section 4 of the Fee Examiner Order shall be extended accordingly. 2. Notwithstanding anything to the contrary in section 4(c) of the Fee Examiner

Order, the Fee Examiner shall prepare and circulate the Draft Report to the following parties in lieu of the Subject Professionals (as defined in the Fee Examiner Order): (a) Akin, Gump, Strauss, Hauer & Feld LLP; (b) Alvarez & Marsal LLC; (c) Carson Fischer, PLC; (d) Chanin Capital Partners LLC; (e) Kirkland & Ellis LLP; (f) KZC Services, LLC; (g) Lazard Freres & Company LLC; (h) any other professionals whose fees are substantively discussed in the Draft Report; and (i) the respective counsel, if any, of the foregoing. The preceding sentence shall not affect the distribution of the Draft Report to the parties specified in section 4(c) of the Fee Examiner Order other than the Subject Professionals. The recipients of the Draft Report specified in section 4(c) of the Fee Examiner Order, as modified by this paragraph 2, shall be referred to herein as the Recipient Parties. The Fee Examiner and the Recipient Parties

(x) shall agree to hold the Draft Report in strict confidence (by virtue of signing this Stipulation or otherwise in writing) and (y) shall not share or make any disclosure regarding the Draft Report to any party other than the Fee Examiner and the Recipient Parties; provided that counsel to the

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Prepetition Agent may share the Draft Report with the Prepetition Agent, the Prepetition Lenders and their respective advisors if such parties agree in writing to hold the Draft Report in confidence consistent with this Stipulation. 3. Notwithstanding anything to the contrary in paragraph 8 of the Shared Materials

Stipulation, 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) any Shared Material, the Fee Examiner shall include such Shared Material in the Draft Report; provided that the Recipient Parties shall have an opportunity to object to the disclosure of such Shared Material in the Fee Examiner Report during the 30-day period following dissemination of the Draft Report (the Consultation Period). Until the earlier of (a) the expiration of the Consultation Period without the filing of any such objection, (b) a resolution among the relevant parties with respect to any such objection and (c) a Bankruptcy Court ruling on any such objection, the recipients of the Draft Report shall hold the identity and content of such Shared Material in strict confidence and shall make no disclosure to any person of the identity or content of such Shared Material. If the Fee Examiner files the Fee Examiner Report during the pendency of any such objection, the Fee Examiner 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. 4. The Fee Examiner may distribute the Draft Report to Third Avenue Trust

(Third Avenue) at any time after the filing of the Fee Examiner Report with the Court; provided that (a) the Recipient Parties shall have an opportunity to object to the disclosure of any portion of the Draft Report during the Consultation Period; (b) until the earlier of (i) the expiration of the Consultation Period without the filing of any such objection, (ii) a resolution

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among the relevant parties with respect to any such objection and (iii) a Bankruptcy Court ruling on any such objection, neither the Fee Examiner nor the Recipient Parties shall distribute the Draft Report to, or share the Draft Report with, Third Avenue; and (c) prior to the receipt of the Draft Report by Third Avenue, Third Avenue shall acknowledge in writing that Third Avenue (i) shall hold the Draft Report in strict confidence, (ii) shall not share or make any disclosure regarding the Draft Report to any party other than the Fee Examiner and the Recipient Parties and (iii) shall not use the Draft Report for any purpose. 5. Upon the filing of the Fee Examiner Report and the discharge of the

Fee Examiners duties, the Fee Examiner and the Fee Examiners Professionals (as defined in the Fee Examiner Order) shall be free to represent parties in interest in connection with these cases without the restrictions imposed by the Fee Examiner Order. 6. Except as otherwise modified herein, the Fee Examiner Order and the

Shared Materials Stipulation shall remain in full force and effect. 7. The Bankruptcy Court shall retain jurisdiction (and the Parties consent to such

retention of jurisdiction) to resolve any disputes or controversies arising from this Stipulation. Any request for relief brought before the Bankruptcy Court to resolve a dispute arising from this Stipulation shall be brought on proper notice and in accordance with relevant Federal Rules of Bankruptcy Procedure and Local Rules for the Bankruptcy Court. 8. Each person who executes this Stipulation on behalf of a Party hereto represents

that he or she is duly authorized to execute this Stipulation on behalf of such Party. 9. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile, and each of which shall be deemed an original, but all of which together shall constitute one instrument.

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10.

This Stipulation shall not be modified, altered, amended or vacated without

written consent of all Parties hereto. Any such modification, alteration, amendment or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 11. The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon the entry of an order by the Bankruptcy Court approving this Stipulation. [Remainder of page intentionally left blank.]

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STIPULATED AND AGREED: Dated: August 16, 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) Scott R. Zemnick (IL 6276224) 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

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DYKEMA GOSSETT PLLC

AKIN GUMP STRAUSS HAUER & FELD LLP /s/ Philip C. Dublin 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

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

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

Thomas B. Radom 100 Bloomfield Hills Parkway, Suite 200 Bloomfield Hills, Michigan 48304 Telephone: (248) 258-1413 Facsimile: (248) 258-1439

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

Co-Counsel for the Official Committee of Unsecured Creditors

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