UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re COLLINS & AIKMAN CORPORATION, et al., Debtors.

) ) ) ) ) (Jointly Administered) _________________________________________ ) STIPULATION OF SETTLEMENT RELATING TO FINAL FEE APPLICATION OF ALVAREZ & MARSAL, LLC (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) Alvarez & Marsal, LLC (Alvarez), as operational and strategic advisor 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 Sixth and Final Application of Alvarez & Marsal, LLC for Award of Compensation and Reimbursement of Expenses (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; WHEREAS, on October 22, 2007, the Fee Examiner filed her final report (the Report) with the Court regarding fees and disbursements incurred during these cases by various professionals, including Alvarez; Case No. 05-55927 (SWR) Chapter 11 Honorable Steven W. Rhodes

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WHEREAS, on November 12, 2007, Alvarez filed its Final Fee Application; WHEREAS, on December 12, 2007, the Post-Consummation Trust filed an objection to the Final Fee Application; WHEREAS, during the consultation period set forth in the Order Appointing Fee Examiner, the Post-Consummation Trust, the Fee Examiner, and Alvarez entered into negotiations, which have continued and culminated in a settlement (the Settlement) in respect of all issues related to Alvarezs fees and disbursements; and WHEREAS, the Fee Examiner supports the Settlement and believes that any concerns regarding Alvarezs fees and disbursements that are raised in the Report are adequately addressed herein: STIPULATION 1. Alvarez hereby agrees (a) to the allowance of its requested fees and disbursements

in the amount of $3,131,093, which represents a $260,000 reduction in the amount requested in the Final Fee Application, and (b) to withdraw the Final Fee Application to the extent it requests more than $3,131,093 in fees and 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 support allowance of the Final

Fee Application as reduced in accordance with paragraph 1 above. 3. The Post-Confirmation Trust, Alvarez and the Fee Examiner approve the form of

Order annexed hereto as Exhibit A.

Dated: January 17, 2008

/s/ Robert S. Hertzberg____________ Robert S. Hertzberg PEPPER HAMILTON LLP Attorneys for Alvarez & Marsal, LLC 100 Renaissance Center Detroit, Michigan 48243 Telephone: (313) 259-7110 Facsimile: (313) 259-7926 _/s/ Judy A. ONeill_______________ Judy A. ONeill, as Fee Examiner FOLEY & LARDNER LLP One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 234-7100 Facsimile: (313) 234-2800

/s/ Ronald L. Rose_____________________ Ronald L. Rose DYKEMA GOSSETT PLLC 39577 Woodward Ave., Suite 300 Bloomfield Hills, MI 48304 Telephone: (248) 203-0519 Facsimile: (248) 203-0763

Harold S. Novikoff WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Attorneys for the C&A Post-Consummation Trust

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) (Jointly Administered) _________________________________________ ) ORDER ALLOWING FINAL FEE AND DISBURSEMENTS APPLICATION OF ALVAREZ & MARSAL, LLC Upon the Sixth and Final Application of Alvarez & Marsal, LLC for Award of Compensation and Reimbursement of Expenses (the Final Fee Application) [Docket No. 8492] and the Stipulation of Settlement Relating to Final Fee Application of Alvarez & Marsal, LLC, among the C&A Post-Consummation Trust, Judy ONeill, as Fee Examiner, and Alvarez & Marsal, LLC (the Stipulation); it appearing that the settlement reflected in the Stipulation is in the best interest of all 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 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. granted. The Final Fee Application (as modified in accordance with paragraph 3 below) is Case No. 05-55927 (SWR) Chapter 11 Honorable Steven W. Rhodes

2.

The Court allows an administrative expense claim for Alvarez & Marsal, LLC in

the amount of $3,131,093 for fees and expenses incurred during the entirety of these cases; 3. The Final Fee Application is deemed withdrawn to the extent it requests payment

or reimbursement of more than $3,131,093 in fees and expenses. 4. The C&A Post-Consummation Trust is authorized to pay all amounts approved

herein to the extent they have not previously been paid.