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 BETWEEN DEBTORS AND BEIRNE, MAYNARD & PARSONS, LLP REGARDING MOTION FOR ORDER COMPELLING ATTENDANCE OF AN AUTHORIZED REPRESENTATIVE AND PRODUCTION OF DOCUMENTS This Stipulation regarding Beirne, Maynard & Parsons, LLPs Motion for Order Under 11 U.S.C. 105(a) and Fed. R. Bankr. P. 2004 Compelling the Attendance of an Authorized Representative and the Production of Documents [Docket No. 1220] (the BMP Motion) is made as of December 9, 2005, by and between the above-captioned debtors (collectively, the Debtors) and Beirne, Maynard & Parsons, LLP (BMP).

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 petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), in the United States Bankruptcy Court for the Eastern District of Michigan (the Court); and WHEREAS, on September 21, 2005, BMP filed the BMP Motion, seeking an order compelling the attendance of an authorized representative of the Debtors and the production of documents; and WHEREAS, except as otherwise designated herein, the parties hereto have agreed that any documents or witnesses to be produced shall be subject to confidentiality restrictions to protect the confidential nature of such documents and testimony. NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby stipulated and agreed to by and between the parties hereto, as follows: 1. The insurance companies that are parties to the August 12, 1999 Asbestos Claims

Handling Agreement (the Claims Handling Agreement) with the Debtors are, along with the Debtors and BMP, to be considered parties to this Stipulation to the extent appropriate to protect the insurers rights to enforce the confidentiality provisions of the Claims Handling Agreement. 2. The parties agree that this Stipulation shall cover all documents and witnesses

reviewed and/or produced pursuant to the BMP Motion, the Stipulation Regarding Beirne, Maynard & Parsons, LLPs Motion for Order under 11 U.S.C. 105(A) and Fed. R. Bankr. P. 2004 Compelling the Attendance of an Authorized Representative and the Production of Documents, dated October 13, 2005 [Docket No. 1460], and the Order Approving Stipulation 2
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between the Debtors and Beirne, Maynard & Parsons Regarding Beirne, Maynard & Parsons, LLPs Motion for Order under 11 U.S.C. 105(A) and Fed. R. Bankr. P. 2004 Compelling the Attendance of an Authorized Representative and the Production of Documents [Docket No. 1483]. 3. All documents and information reviewed and/or produced by the parties shall be This

received and maintained strictly in accordance with the terms of this Stipulation.

Stipulation shall also govern all information derived solely from such documents and testimony, and all copies, excerpts, or summaries of same. 4. The Debtors and/or the Debtors insurers may designate, at any time and in their

sole and exclusive discretion, any document or information or other material derived therefrom as Confidential under the terms of this Stipulation. Irrespective of this Confidential label, the term Confidential shall not, however, include a document or information (a) that is or becomes publicly available other than as a result of a disclosure by BMP in violation of this Stipulation, (b) that was, is, or becomes available to BMP on a non-confidential basis from a source (other than the Debtors and their attorneys), which is not to BMPs knowledge, after inquiry by BMP, prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the Debtors, (c) that was obtained through any other lawful means, including, without limitation, in, through, or in connection with any legal proceeding, by subpoena, discovery or otherwise, (d) was or is developed by BMP independently and without reliance on the Confidential document or information; and (e) was or is determined by the Court to not fall under the purview of this Stipulation. 5. Confidential documents and information shall be so designated by stamping

copies of documents and/or information produced to BMP as CONFIDENTIAL. Unless 3

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otherwise indicated by the Debtors, the designation CONFIDENTIAL on the cover and/or first-page of any multi-page document or information shall designate all pages of the document or information as confidential. 6. If the Debtors or their insurers discover, after they or a non-party has produced

documents or information, that confidential documents or information has been inadvertently produced without being correctly designated as CONFIDENTIAL, the Debtors or their insurers may, within 10 days of the discovery of the inadvertent production, correct that error by a subsequent designation made in writing specifically identifying the designated document or information. Upon receipt of such notice, the parties shall treat such document or information in accordance with this Stipulation. The inadvertent or unintentional disclosure of confidential documents or information, regardless whether such documents or information were designated as such at the time of disclosure, shall not be deemed a waiver in whole or in part of any claim to confidentiality, either as to the specific document or information disclosed or as to any other document or information relating to the subject matter disclosed. 7. Testimony taken at a deposition, conference, hearing or trial may be designated as

CONFIDENTIAL by making a statement to that effect on the record at the deposition or other proceeding. Arrangements shall be made with the court reporter taking and transcribing such proceeding to separately bind such portions of the transcript containing documents or information designated as confidential, and to label such portions appropriately. Where

appropriate, counsel for the parties may agree at the beginning of the deposition that the entire transcript, or portions thereof, shall be designated CONFIDENTIAL, subject to review of the transcript and withdrawal of any unnecessary confidential designation within thirty (30) days of receipt of the final transcript. 4
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8.

In the case of any answers to interrogatories, responses to requests for admissions

(should any such interrogatories or requests be hereafter properly made), and the information contained therein, designations shall be made by means of a statement in the answers or responses specifying that the answers or responses or specific parts thereof are CONFIDENTIAL. The following legend shall be placed on the front of any set of

interrogatory answers or responses to requests for admission containing Confidential information: CONTAINS CONFIDENTIAL INFORMATION DESIGNATED PARTS NOT TO BE USED, COPIED OR DISCLOSED EXCEPT AS AUTHORIZED BY THE PROTECTIVE ORDER. 9. Material designated as Confidential under this Stipulation, the information

contained therein, and any summaries, copies, abstracts, or other documents derived in whole or in part from material designated as confidential (hereinafter, Confidential Material) shall be used only for the purpose of these chapter 11 bankruptcy cases and any proceeding relating to these bankruptcy cases, and for no other purpose, reason, or action or proceeding unless otherwise allowed herein. Moreover, notwithstanding anything contained herein, it is also

understood that, for purposes of making internal business or financial decisions, BMP may use the Confidential documents or information in its regular work capacity. 10. Confidential Material produced pursuant to this Stipulation may be disclosed or

made available only to the Court, the parties (including the paralegal, clerical, and secretarial staff employed by such counsel in connection with these proceedings), and to the qualified persons designated below: (a) Counsel who have appeared of record for any of the parties and have signed this Stipulation, and partners, associates, paralegal assistants, clerical staff, and secretaries who are regularly employed by such counsel, 5
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or who are hired as temporary employees and are actively engaged in assisting such counsel with respect to this litigation; (b) (c) (d) The parties to the Claims Handling Agreement, and their counsel, affiliates, agents, representatives, and employees; Any certified shorthand or court reporters retained to report a deponents testimony taken in this litigation; Consulting or testifying experts or any person retained or used by counsel for any party to assist counsel with respect to this litigation, who are not regular employees of such counsel; Any person from whom testimony is taken or may be taken in this litigation, or any other proceeding relating to these bankruptcy cases, or from whom information is to be obtained to the extent reasonably necessary to obtain such information, to prepare for the taking of testimony or to assist counsel with respect to this litigation or any other proceeding relating to these bankruptcy cases; Any person whom the parties agree, in advance and by writing, may receive Confidential Material; and The Court and any necessary personnel. Prior to receiving any Confidential Material, each qualified person and each

(e)

(f) (g) 11.

person employed by a qualified person who will review Confidential Material shall be provided with a copy of this Stipulation and shall execute a Confidentiality Agreement in the form of Exhibit A. 12. persons. 13. Nothing herein shall impose any restrictions on the use or disclosure by the Depositions or examinations shall be taken only in the presence of qualified

Debtors of their own Confidential Material as they deem appropriate. 14. If Confidential Material, including any portion of a deposition transcript

designated as Confidential, is to be included in any papers to be filed in Court, such papers shall be labeled Confidential Subject to Court Order and filed under seal until further order of the 6
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Court. Confidential Material may also be admitted into evidence at any hearing or proceeding under seal, and any party seeking admission of Confidential Material shall move for the admission thereof under seal. 15. In the event that any Confidential Material is used in any hearing or court

proceeding in these chapter 11 cases or any other proceeding relating to these bankruptcy cases, it shall not lose its confidential status through such use, and the party using such shall take all reasonable steps to maintain its confidentiality during such use. If oral argument is requested on any matter that requires disclosure of confidential information, the party that seeks such argument shall indicate this fact to counsel for the other party at or before the hearing of the matter. All transcripts of such hearings shall be deemed confidential and filed under seal pursuant to the terms of this Stipulation and subject to approval by the Court. 16. This Stipulation shall be without prejudice to the right of the parties (a) to bring

before the Court, pursuant to Paragraph 17 below, the question of whether any particular document or information is confidential or whether its use should be restricted or (b) to present a motion to the Court for a separate protective order as to any particular document or information, including restrictions differing from those as specified herein. This Stipulation shall not be deemed to prejudice the parties in any way in any future application for modification of this Stipulation. 17. Any party receiving any Confidential Material that has been designated pursuant

to this Stipulation may object in writing to such designation. The parties shall attempt to resolve any disagreements in good faith. The designating party shall respond to any objection within five (5) business days of its receipt, or such period as may be agreed to by counsel. If the designating party does not agree to reclassify the Confidential Material, and the objection cannot 7
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be resolved by agreement, the parties will address these issues with the Court at an alreadyscheduled hearing or, if such a hearing does not exist, either party may file a motion with the Court to determine the propriety of the designation. The Confidential Material, which is the subject of such motion, shall be treated in accordance with its designated status pending the Courts decision on the motion. Furthermore, in the event of any such motion, the Debtors insurers shall have the right to intervene or otherwise appear before the Court to defend the confidential nature of any material. 18. This Stipulation is entered solely for the purpose of facilitating the exchange of

documents and information between the parties to this action without involving the Court unnecessarily in the process. Nothing in this Stipulation nor the production of any information or document under the terms of this Stipulation nor any proceedings pursuant to this Stipulation shall be deemed to have the effect of an admission or waiver by any party or of altering the confidentiality or nonconfidentiality of any such document or information or altering any existing obligation of any party or the absence thereof, nor shall compliance with this Stipulation operate as an admission as to the admissibility of any Confidential Material. 19. This Stipulation shall survive the final termination of these chapter 11 cases, and

the Court shall retain jurisdiction to resolve any dispute concerning the use of information disclosed hereunder. Upon the closing of these chapter 11 cases or any proceeding relating to these bankruptcy cases for which the Confidential Material is used, whichever occurs later, all Confidential Material disclosed or received by any party to this Stipulation, or any qualified person, shall be returned to the party who designated the subject document or information as Confidential Material or destroyed by counsel for the party in possession of such Confidential Material, and at the option and upon the written request of the designating party, shall promptly 8
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certify in writing to the designating party that all Confidential Material has been returned or destroyed in accordance with this Paragraph. 20. The terms of this Stipulation are subject to modification only upon written

agreement of the parties and by order of the Court. 21. The Debtors and BMP executed a Stipulation Regarding Beirne, Maynard &

Parsons LLPs Motion for Order Under 11 U.S.C. 105(A) and Fed. R. Bankr. P. 2004 Compelling the Attendance of an Authorized Representative and the Production of Documents on October 13, 2005 [Docket No. 1460]. That stipulation was approved by the Court. As such, except as expressly and specifically modified herein, BMP and the Debtors reserve all rights consistent with that stipulation. 22. The Court shall retain jurisdiction (and the Debtors and BMP consent to such

retention of jurisdiction) to resolve any disputes or controversies arising from or related to this Stipulation. Any request for relief brought before the Court to resolve a dispute arising from or related to this Stipulation shall be brought on proper notice and in accordance with relevant Federal Rules of Bankruptcy Procedure and the Local Rules for the Bankruptcy Court for the Eastern District of Michigan. 23. 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 and the same instrument. 24. 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 Court.

9
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25.

The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon its entry. [Remainder of page intentionally left blank]

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December 14, 2005 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors JAFFE, RAITT, HEUER & WEISS, PC /s/ Alicia Schehr Alicia Schehr (P54236) Judith Greenstone Miller (P29208) Local Counsel to BEIRNE, MAYNARD & PARSONS, LLP 27777 Franklin Road, Suite 2500 Southfield, Michigan 48037-8214 Telephone: (248) 351-3000 Facsimile: (248) 351-3082 aschehr@jaffelaw.com jmiller@jaffelaw.com -andGARDERE WYNNE SEWELL LLP Holland N. O'Neil (TX 14864700) Marcus Helt (MO 50374 and KS 20080) Counsel to BEIRNE, MAYNARD & PARSONS, LLP 1601 Elm Street, Suite 3000 Dallas, Texas 75201-4761 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 Holland N. O'Neil (TX 14864700)

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EXHIBIT A

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EXHIBIT A UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al. Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

CONFIDENTIALITY AGREEMENT 1. I hereby acknowledge that I am about to receive confidential information supplied in the above matter. 2. I have read the Stipulated Protective Order governing the restricted use of such confidential information, a copy of which has been provided to me. I agree to be bound by the terms hereof even if I shall leave my present employment. 3. I will not utilize any documents or information marked with the legend Confidential or any information contained therein for any purpose other than these chapter 11 bankruptcy cases or any proceeding relating to these bankruptcy cases. 4. I further affirm that I will not reveal the Confidential Material (as defined in the Stipulated Protective Order) to, nor discuss it with, anyone, except in accordance with the terms of the Stipulated Protective Order. 5. At the termination of these chapter 11 bankruptcy cases or proceeding relating to these bankruptcy cases for which the Confidential Material is used, whichever occurs later, I will return to the attorney providing Confidential Materials to me all documents marked with the legend Confidential as well as any copies, summaries or abstracts of same, and documents related thereto. 6. I submit to the jurisdiction of the United States District Court for the Eastern District of Michigan as necessary to enforce the provisions of the Stipulated Protective Order entered in the above matter. Printed Name:_______________________________ Signed:_____________________________________ Dated:_____________________________________ 13
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