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

) _________________________________________ ) In re Case No. 05-55927 (SWR) Chapter 11 Honorable Steven W. Rhodes (Jointly Administered)

RESPONSE OF JPMORGAN CHASE BANK, N.A., AS AGENT FOR THE PRE-PETITION LENDERS, TO REQUEST FOR COMMENTS ON PROPOSED FEE EXAMINER ORDER JPMorgan Chase Bank, N.A., as administrative agent (the Agent) for the Debtors prepetition senior secured lenders (the Pre-Petition Secured Lenders), by its counsel, Wachtell, Lipton, Rosen & Katz and Dykema Gossett PLLC, hereby files this Response to the Courts May 4, 2007, Request for Comments on Proposed Order Appointing Fee Examiner (D.I. No. 4616, the Proposed Order), as follows: 1. The Agent serves as administrative agent for the Pre-Petition Secured Lenders

under the Debtors Credit Agreement dated as of December 20, 2001, as amended and restated from time to time. Under the Final DIP and Adequate Protection Order entered by this Court on July 28, 2005, the stipulated principal amount of the debt owing to the Pre-Petition Secured Lenders was approximately $748 million, secured by liens and security interests on substantially all of the pre-petition assets of the Debtors estates (with the exception of a portion of the stock of certain foreign subsidiaries). The Agent believes that any of the Debtors assets that were not subject to its pre-petition security interests are now subject to the adequate protection lien and priority established pursuant to the Final DIP and Adequate Protection Order. As such, the PrePetition Secured Lenders are the predominant creditor constituency in these cases.

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2.

The Agent respectfully requests that the first sentence of paragraph 4(a) of the

Proposed Order clarify that the fee examiner shall have the power to conduct interviews as necessary (proposed new language in italics): (a) The fee examiner shall interview such parties and other persons and review such records, reports, pleadings or other papers as may be necessary to investigate the questions in paragraph 3 and to report on her conclusions.

3.

The Agent believes that certain of the legal work required of the fee examiner

should be permitted to be performed by legal specialists and attorneys within her law firm, Foley & Lardner, with lower hourly rates where appropriate. The Agent thus respectfully suggests replacing paragraph 4(b) of the Proposed Order with the following:

(b) The fee examiner is authorized to retain the services of (i) Foley & Lardner, upon its filing with the Court of an affidavit of disinterestedness, to assist her in reviewing such records, reports, pleadings or other papers, and preparing documents and pleadings as required by paragraph 5 below, or for any other relevant purpose, and (ii) a disinterested professional business consultant to assist her in analyzing financial statements and business records, or for any other relevant purpose.

4.

The Agent respectfully recommends that a more economical and efficient

mechanism for the resolution of any disputes arising from the fee examiners report would be to replace proposed paragraph 4(c) of the Proposed Order with the following language: (c) The fee examiner shall prepare and circulate to the professionals whose fees are subject to examination, as well as to counsel for the United States Trustee, the Debtors internal general counsel, and counsel to the Agent for the Debtors pre-petition senior secured lenders, a draft report summarizing the fee examiners preliminary findings within 90 days of her appointment. The recipients of the draft report shall consult with the fee examiner during the following 30 day period (the Consultation Period) in an attempt to reach a consensual resolution of any issues raised by the fee examiners draft report. The fee examiner shall make available to the recipients documents and other information upon which she relied in drafting the report and making any findings. The fee examiner shall thereafter file with the Court a final report summarizing her findings, including any proposed consensual resolution of 2

issues raised in her findings, within 15 days after the expiration of the Consultation Period. Parties in interest shall thereafter have 30 days to file with the Court a formal response to the fee examiners final report. 4. Pursuant to paragraph 5 of the Proposed Order, the Agent respectfully requests

that the compensation of the fee examiner and her professionals, Foley & Lardner and any disinterested business consultant that the fee examiner employs, shall be limited to the aggregate amount of $300,000.00, without prejudice to the fee examiners right to seek reconsideration of this cap upon showing of good cause. The Agent further respectfully requests that the fee application provision in the last sentence of paragraph 5(a) of the Proposed Order also apply to Foley & Lardner, as follows: The fee applications of the fee examiner, Foley & Lardner, and any appointed consultant shall comply with L.B.R. 2016-1 (E.D.M.).

WHEREFORE, the Agent respectfully requests that the Proposed Order be entered with the foregoing modifications, together with such other and further relief as is just and proper. DYKEMA GOSSETT PLLC

By: _/s/_Ronald L. Rose______________ Ronald L. Rose (P19621) 400 Renaissance Center Detroit, MI 48243 (248) 203-0519 rrose@dykema.com -and-

Harold S. Novikoff David C. Bryan WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, New York 10019 (212) 403-1000 Attorneys for JPMorgan Chase Bank, N.A. as Administrative Agent for the Pre-Petition Secured Lenders. Dated: May 18, 2007