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UNITED STATES BANKRUPTCY COURTEASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

In re ) Case No. 05-55927 (SWR)

) Chapter 11

COLLINS & AIKMAN CORPORATION, et al., ) Honorable Steven W. Rhodes

)

Debtors. ) (Jointly Administered)

_________________________________________ )

STIPULATION OF SETTLEMENT RELATING TO FINAL FEE

APPLICATION OF AKIN GUMP STRAUSS HAUER & FELD LLP

(a) The C&A Post-Consummation Trust (the Post-Consummation Trust), by its

counsel, Wachtell, Lipton, Rosen & Katz and Dykema Gossett PLLC, (b) Judy A. ONeill, of

Foley & Lardner LLP, in her capacity as fee examiner (the Fee Examiner), and (c) Akin Gump

Strauss Hauer & Feld LLP (Akin), Co-Counsel for the Official Committee of Unsecured

Creditors of Collins & Aikman Corporation, et al., have agreed upon this stipulation (the

Stipulation) resolving the objection of the Post-Consummation Trust to the Application of

Akin Gump Strauss Hauer & Feld LLP, Co-Counsel for the Official Committee of Unsecured

Creditors of Collins & Aikman Corporation, et al., for Final Allowance of Compensation and for

the Reimbursement of Expenses for Services Rendered During the Period from May 26, 2005

through October 12, 2007 (the Final Fee Application).

RECITALS

WHEREAS, by Order of this Court dated May 24, 2007, Judy A. ONeill was

appointed as Fee Examiner in these cases;

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WHEREAS, the Chapter 11 Plan in these cases became effective on October 12,

2007 (the Effective Date);

WHEREAS, on October 22, 2007, the Fee Examiner filed her final report (the

Report) with the Court regarding fees and expenses incurred during these cases by various

professionals, including Akin;

WHEREAS, on November 12, 2007, Akin filed its Final Fee Application;

WHEREAS, Akin has submitted to the Post-Consummation Trust two invoices

for services rendered after the Effective Date: (i) an invoice dated November 7, 2007, relating to

the period October 13, 2007 through October 31, 2007, for fees in the amount of $17,187.00 (the

October Fees) and disbursements in the amount of $143.49 (the October Disbursements),

and (ii) an invoice dated December 3, 2007, relating to the period November 1, 2007 through

November 26, 2007, for fees in the amount of $16,802.00 (the November Fees) and

disbursements in the amount of $3,239.94 (the November Disbursements);

WHEREAS, on December 12, 2007, the Post-Consummation Trust filed an

objection to the Final Fee Application urging that more than $673,796 of Akins requested fees

and expenses not be allowed;

WHEREAS, during the consultation period set forth in the Order Appointing Fee

Examiner, the Post-Consummation Trust, the Fee Examiner, and Akin entered into negotiations,

which have continued and culminated in a settlement (the Settlement) in respect of all issues

related to Akins fees and expenses;

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WHEREAS, the Fee Examiner supports the Settlement and believes that any

concerns regarding Akins fees and expenses that are raised in the Report are adequately

addressed herein;

STIPULATION

1. Akin hereby agrees (a) to the allowance of its requested fees and expenses for theperiod ending on the Effective Date in the amount of $6,099,769.15, which represents a

$375,000 reduction in the amount requested in the Final Fee Application, (b) to withdraw the

Final Fee Application to the extent it requests more than $6,099,769.15 in fees and

disbursements, and (c) that the Post-Consummation Trust shall not be required to pay the

November Fees, or any other amount to Akin for fees and disbursements attributable to periods

after the Effective Date other than the October Fees, the October Disbursements, and the

November Disbursements, in each case subject to the reduction described in clause (a) of this

sentence being the only reduction in the Final Fee Application.

2. The Post-Consummation Trust hereby agrees to (a) support allowance of the Final

Fee Application as reduced in accordance with paragraph 1 above, and (b) pay to Akin the

October Fees, the October Disbursements, and the November Disbursements following entry of

an Order consistent with this Stipulation.

3. The Post-Confirmation Trust, Akin and the Fee Examiner approve the form of

Order annexed hereto as Exhibit A.

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Dated: January 23, 2008

_/s/ Michael S. Stamer_________________Michael S. Stamer

AKIN GUMP STRAUSSHAUER & FELD, LLP590 Madison AvenueNew York, New York 10022Telephone: (212) 872-1000Facsimile: (212) 872-1001

Attorneys for the Official Committee ofUnsecured Creditors of Collins & AikmanCorporation, et al.

/s/ Ronald L. Rose________________________Ronald L. Rose

DYKEMA GOSSETT PLLC400 Renaissance CenterDetroit, MI 48243Telephone: (313) 568-6553Facsimile: (313) 568-6893

Harold S. NovikoffWACHTELL, LIPTON, ROSEN & KATZ51 West 52nd StreetNew York, New York 10019Telephone: (212) 403-1000

Facsimile: (212) 403-2000

Attorneys for the C&A Post-Consummation Trust

_/s/ Judy A. ONeill___________________Judy A. ONeill, as Fee ExaminerFOLEY & LARDNER LLPOne Detroit Center500 Woodward Avenue, Suite 2700

Detroit, Michigan 48226Telephone: (313) 234-7100Facsimile: (313) 234-2800

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EXHIBIT A

UNITED STATES BANKRUPTCY COURTEASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

In re ) Case No. 05-55927 (SWR)

) Chapter 11

COLLINS & AIKMAN CORPORATION, et al., ) Honorable Steven W. Rhodes

)

Debtors. ) (Jointly Administered)

_________________________________________ )

ORDER APPROVING APPLICATION OF AKIN GUMP STRAUSS

HAUER & FELD LLP, CO-COUNSEL FOR THE OFFICIAL COMMITTEE OFUNSECURED CREDITORS OF COLLINS & AIKMAN CORPORATION,ET AL.,

FOR FINAL ALLOWANCE OF COMPENSATION AND FOR THE

REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE

PERIOD FROM MAY 26, 2005 THROUGH OCTOBER 12, 2007

Upon the Application of Akin Gump Strauss Hauer & Feld LLP, Co-Counsel for the

Official Committee of Unsecured Creditors of Collins & Aikman Corporation, et al., for Final

Allowance of Compensation and for the Reimbursement of Expenses for Services Rendered

During the Period from May 26, 2005 through October 12, 2007 (the Final Fee Application)

[Docket No. 8513] and the Stipulation of Settlement Relating to Final Fee Application of Akin

Gump Strauss Hauer & Feld LLP, among the C&A Post-Consummation Trust, Judy ONeill, as

Fee Examiner, and Akin Gump Strauss Hauer & Feld LLP (the Stipulation); 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 28 U.S.C.

157(b)(2); it appearing that venue of this proceeding and this Final Fee Application in this

District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Final

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Fee Application and the opportunity for a hearing on this Final Fee Application was appropriate

under the particular circumstances and that no other or further notice need be given; and after

due deliberation and sufficient cause appearing therefor, it is hereby ORDERED:

1. The Final Fee Application is granted, on a final basis.

2. The Court allows an administrative expense claim for Akin Gump Strauss Hauer

& Feld LLP in the amount of $6,099,769.15 for necessary professional services rendered and

expenses incurred during the period commencing May 26, 2005 through and including October

12, 2007.

3. Pursuant to the Stipulation, the Court allows an administrative expense claim for

Akin Gump Strauss Hauer & Feld LLP in the amount of $20,570.43, attributable to fees earned

and expenses incurred after October 12, 2007.

4. The C&A Post-Consummation Trust is authorized and directed to pay all amounts

approved herein and agreed upon in the Stipulation to the extent they have not previously been

paid.

5. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

6. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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