IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

In re: COLLINS & AIKMAN CORPORATION, et al. 1 Debtors.

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Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification # 13-3489233)

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Honorable Steven W. Rhodes

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF CHANIN CAPITAL PARTNERS, LLC AS INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Upon the Application2 to Employ and Retain Chanin Capital Partners, LLC (Chanin) as Investment Banker to the Official Committee of Unsecured Creditors (the Committee) to Collins & Aikman Corporation, et. al. (the Debtors) nunc pro tunc to June 7, 2005; this Court having jurisdiction over the Application; and it appearing that due notice of the Application has been provided under the circumstances and that no other notice need be given; it further
The Debtors in the above-captioned jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc.; Becker Group, LLC (d/b/a Collins & Aikman Premier Mold); Brut Plastics, Inc.; Collins & Aikman (Gibraltar) Limited; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation); Collins & Aikman Asset Services, Inc.; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.); Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.); Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.); Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.); Collins & Aikman Automotive International, Inc.; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.); Collins & Aikman Automotive Mats, LLC; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.); Collins & Aikman Automotive Services, LLC; Collins & Aikman Canada Domestic Holding Company; Collins & Aikman Carpet & Acoustics (MI), Inc.; Collins & Aikman Carpet & Acoustics (TN), Inc.; Collins & Aikman Development Company; Collins & Aikman Europe, Inc.; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.); Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.); Collins & Aikman Interiors, Inc.; Collins & Aikman International Corporation; Collins & Aikman Plastics, Inc.; Collins & Aikman Products Co.; Collins & Aikman Properties, Inc.; Comet Acoustics, Inc.; CW Management Corporation; Dura Convertible Systems, Inc.; Gamble Development Company; JPS Automotive, Inc. (d/b/a PACJ, Inc.); New Baltimore Holdings, LLC; Owosso Thermal Forming, LLC; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.); Wickes Asset Management, Inc.; Wickes Manufacturing Company. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Application.
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appearing that the relief requested in the Application is in the best interests of the unsecured creditors; and after due deliberation and sufficient cause appearing, IT IS HEREBY ORDERED THAT: 1. 2. The Application be, and it hereby is, GRANTED (as modified herein). Chanin is found to be a disinterested person within the meaning of 11

U.S.C. 101(14). 3. In accordance with 11 U.S.C. 328(a) and 1103(a), the Committee is authorized

and empowered to retain and employ Chanin as its investment banker in these cases pursuant to the terms set forth in the Application and the Engagement Letter, including the indemnification and contribution provisions thereof, both as modified by this Order and subject to review as set forth below, nunc pro tunc to June 7, 2005. 4. 5. The Engagement Letter, as modified by this Order, is approved. The terms of compensation as set forth in the Application (as herein modified) are

appropriate under section 328(a) of the Bankruptcy Code, and Chanin shall be compensated in accordance with those terms, and Chanins compensation in accordance with those terms shall not hereafter be subject to challenge except under the standards of review under section 328(a) of the Bankruptcy Code with all compensation and reimbursement of expenses to be paid to Chanin being subject to prior approval of this Court and applicable Bankruptcy Rules and Local Rules and such other orders as may be entered by this Court; provided, that to the extent the Court determines that there was unnecessary duplication of function or work product between Chanin and Alvarez and Marsal, LLC, in which circumstances Chanins compensation for such function or work product shall be subject to the standards of review under section 330 of the Bankruptcy

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Code, applicable Bankruptcy Rules and Local Bankruptcy Rules and such other orders as may be entered by this Court. 6. This Court shall retain jurisdiction to hear and determine all matters arising from

the implementation of this Order. 7. Any requirement that the Committee file a memorandum of law in support of the

Application is hereby waived. 8. Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, any orders of this Court or any guidelines regarding submission and approval of fee applications, Chanin and its professionals shall only be required to maintain contemporaneous time records for services rendered in half-hour increments. All compensation and reimbursement of expenses to be paid to Chanin shall be subject to prior approval of this Court upon submission of appropriate applications therefore containing, among other things, a reasonably detailed statement of services performed based on contemporaneous time records. 9. During the pendency of these cases, all requests for payment of indemnity or

contribution pursuant to the Engagement Letter shall be made by means of an application (interim or final as the case may be) and shall be subject to review by the Court to ensure that payment of such indemnity or contribution conforms to the terms of this Order and the Engagement Letter and that the fixing of the terms and conditions relating to such indemnity is not determined to have been improvident in light of developments not capable of being anticipated at the time of the fixing of the terms and conditions relating to such indemnity pursuant to this Order, provided, however, that in no event shall Chanin be indemnified in the case of its own bad-faith, self-dealing, breach of fiduciary duty (if any) (which, for the avoidance of doubt, will not include any breaches based on ordinary negligence), gross negligence or

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willful misconduct. Additionally, in no event shall Chanin be indemnified if the Debtors or a representative of their estates assert a claim for, and a court determines by final order that such claim arose out of, Chanins own bad-faith, self-dealing, breach of fiduciary duty (if any) (which, for the avoidance of doubt, will not include any breaches based on ordinary negligence), gross negligence or willful misconduct. 10. During the pendency of these Bankruptcy Cases, the terms of the Application

shall be governed by the laws of the state of Michigan. 11. During the pendency of these cases, Chanin shall promptly notify the Court, the

Debtor, counsel for the Debtor, the U.S. Trustee and counsel for the Committee (the Notice Parties) in writing of any claim that is asserted or threatened against Chanin or any claim that Chanin reasonably believes may be asserted against Chanin relating to Chanins employment by the Committee and for which Chanin may be entitled to indemnity pursuant to the terms of the Engagement Letter (a Claim). If Chanin fails to promptly notify the Notice Parties of any

such Claim, then Chanin shall not be entitled to any indemnity with respect to such Claim. If Chanin complies with this paragraph as to any Claim, then Chanin shall be entitled to indemnification as to any such Claim pursuant to and to the extent provided in the Engagement Letter. 12. Chanin shall submit a declaration stating whether it is aware of any Claim that has

been or may be asserted against Chanin relating to Chanins employment by the Committee and for which Chanin may be entitled to indemnity pursuant to the terms of the Engagement Letter with each and every monthly invoice submitted in these cases. 13. In the event that, during the pendency of these cases, Chanin seeks reimbursement

for attorneys fees from the Debtors pursuant to the Application, the invoices and supporting

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time records from such attorneys shall be included in Chanins own application (interim or final, as the case may be) and such invoices and time records shall be subject to the U.S. Trustees guidelines for compensation and reimbursement of expenses and the approval of the Bankruptcy Court under the standards of sections 330 and 331 of the Bankruptcy Code without regard to whether such attorney has been retained under section 1103 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code. Notwithstanding the foregoing, the Debtors and the Office of the United States Trustee reserve the right to object to the allowance of any such fees (except for any fees that arise in connection with any request for indemnity) on the grounds that such fees are overhead and should not be paid as reimbursable expenses. 0. To the extent Chanin and the Committee agree on a proposed Deferred Fee (as

defined in the Application), Chanin shall file an application for approval of such fee. Prior to the filing of an application for approval of such fee, the Committee will consult with the Debtors to determine the amount, if any, of the proposed Deferred Fee; provided, however, the Debtors consent to such fee shall not be required. To the extent the Debtors are not in agreement with the amount of such proposed Deferred Fee, the Debtors rights to object to the allowance of any Deferred Fee shall be deemed preserved. The rights of all other parties in interest to object to the allowance of any Deferred Fee shall be deemed preserved. 0. shall govern. Dated: September 16, 2005 ______________/s/______________________________ United States Bankruptcy Judge To the extent this Order is inconsistent with the Engagement Letter, this Order

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Approved for Entry By:

/s/ Stephen E. Spence United States Trustee

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