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
Hearing Date (if necessary): August 17, 2006 at 2:00 p.m. Objection Deadline: August 10, 2006 at 4:00 p.m.

DEBTORS MOTION FOR AN ORDER APPROVING ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS OF SOUTHWEST LAMINATES, INC. FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES AND RELATED RELIEF The above-captioned debtors (collectively, the Debtors) hereby move the Court (this Motion) for the entry of an order, substantially in the form of Exhibit A, approving the asset purchase agreement, substantially in the form of Exhibit B (the Purchase Agreement), for the sale of assets of Southwest Laminates, Inc. (SW Laminates), one of the Debtors in
1

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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these cases, free and clear of liens, claims and encumbrances, and a break-up fee and rejection of a lease in connection therewith. In support of this Motion, the Debtors respectfully state as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are section 363 of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code) and Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Background I. General Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Bankruptcy Rule 1015(b). 5. On May 24, 2005, the United States trustee appointed an official

committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. The Debtors and their non-debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers,

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including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited and Toyota SA. II. The SW Laminates Facility 7. SW Laminates is located in El Paso, Texas, and is part of the Debtors

Fabrics Business Unit (the Fabrics Business). SW Laminates laminates rolled textile goods manufactured at the Debtors weaving and knitting operations for the North American automotive industry. By utilizing flame lamination technology, SW Laminates fastens foam to fabric for use in automotive seats and other interior automotive parts. III. The Marketing Process 8. Last fall, the Debtors and their investment banker, Lazard Frres & Co.

LLC (Lazard), began marketing the Debtors Fabrics Business. During the marketing process, Lazard contacted 39 potential buyers of the Fabrics Business, including both strategic and financial buyers. Of the 39 potential buyers, 13 parties executed confidentiality agreements. Each of these parties was then instructed to submit a preliminary indication of interest. By the end of November 2005, four parties had expressed interest in acquiring the entire Fabrics Business, and each was permitted to conduct additional due diligence, including participating at in-person meetings and telephone conferences with management between November 2005 and January 2006. 9. Upon completing further due diligence, however, each of the four parties

withdrew its interest in pursuing an acquisition of the entire Fabrics Business as a going concern. A primary concern with each of these parties was the projections for negative cash flow over the next several years for the Fabrics Business. 10. In light of these and other facts discussed in further detail in the Debtors

Motion for an Order Authorizing the Wind-Down of Their Fabrics Business and Certain Related 4
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Actions in Connection Therewith [Docket No. 2746] (the Wind-Down Motion), the Debtors, in conjunction with the Committee and the Debtors senior, secured prepetition and postpetition lenders (the Lenders), determined that the Debtors would not be able to sell the Fabrics Business as a going concern and that the continued operation of the Fabrics Business was not financially viable. The Debtors, therefore, in conjunction with the Committee and the Lenders, determined that an orderly wind-down would maximize the value of the Fabrics Business for the Debtors, their creditors and other parties in interest. 11. Accordingly, on May 17, 2006, the Debtors filed the Wind-Down Motion,

which was approved by the Court on June 1, 2006 [Docket No. 2785] (the Wind-Down Order). 12. Pursuant to the Wind-Down Order and other relevant orders of the Court,

the Debtors have commenced the wind-down of their Fabrics Business, including, among other things, the closing of certain facilities, the sale and abandonment of certain assets, and the rejection of certain executory contracts and unexpired leases. 13. Although ultimately no party was interested in acquiring the entire

Fabrics Business as a going concern, certain parties did express an interest during the marketing process in certain of the assets and business lines of the Fabrics Business. In particular, three parties expressed an interest in acquiring the assets at the SW Laminates facility. 14. Accordingly, as part of the Debtors wind-down of the Fabrics Business,

the Debtors contacted each of these three parties regarding a sale of the assets located at the SW Laminates facility. All three of these parties conducted due diligence, including visits to the facility, analysis of operations and review of financial information. Of these three interested parties, only one, SW Foam, L.P. (SW Foam), submitted an offer. The Debtors notified the

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other two interested parties of the offer, but both of the parties declined to pursue an acquisition any further. 15. The Debtors then proceeded, in consultation with the agent for the

Debtors senior, secured prepetition lenders and the Committee, to negotiate the terms of an asset sale with SW Foam. As a result of extensive, arms-length negotiations, the parties are prepared to enter into the Purchase Agreement, substantially in the form attached hereto as Exhibit B. IV. The Purchase Agreement 16. The Purchase Agreement provides for the sale of certain assets of

SW Laminates to SW Foam free and clear of liens, claims and encumbrances. The following briefly summarizes certain provisions of the Purchase Agreement and is qualified entirely by reference to the Purchase Agreement itself:2 Purchase Price The aggregate cash consideration for the Acquired Assets is equal to $740,000. The Acquired Assets include all of the assets and properties that are being sold and transferred to SW Foam, including, among other things, the Technology License Agreement, Permit No. 38517 (as amended), any Intellectual Property of SW Laminates relating exclusively to the Acquired Assets (including the name Southwest Laminates) and all of the fixed assets of the business of SW Laminates located at its facility, other than the Excluded Assets. The Excluded Assets include all of the assets and properties that are being retained by the Debtors and are not being sold or transferred to SW Foam, including, among other things, cash, certain claims and causes of action, rights

Acquired Assets

Excluded Assets

Capitalized terms used in the summary of the Purchase Agreement that are not defined herein shall have the meaning given in the Purchase Agreement attached as Exhibit B.

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Assumed Obligation

under insurance policies and certain corporate documents. The Assumed Obligation includes the administrative penalty assessed against SW Laminates by the Texas Commission on Environmental Quality in the amount of $19,795. The Excluded Liabilities consist of all the liabilities of SW Laminates that are not Assumed Obligations, including, without limitation, accounts payable, certain tax liabilities, employee liabilities and environmental claims. SW Laminates has the right, with the assistance of its representatives, to market the Acquired Assets to Third Parties. SW Laminates is entitled to consider and enter into one or more Alternative Transactions with Third Parties consistent with its fiduciary obligations as a debtor in possession in these cases. In the event that SW Laminates accepts an Alternative Transaction and the Purchase Agreement is terminated, SW Laminates will pay to SW Foam an amount equal to $29,600 (i.e., 4% of the Purchase Price). The Break-Up Fee will constitute an allowed administrative expense under section 503(b)(1) of the Bankruptcy Code, and will be paid from the proceeds of an Alternative Transaction, at the time such transaction is consummated. As part of this transaction, SW Laminates seeks the Courts approval of the rejection of the SW Laminates facility lease pursuant to section 365 of the Bankruptcy Code, with such rejection to be effective as of the Closing Date. Subject to the conditions set forth in the Purchase Agreement, the Closing Date is anticipated to occur upon, or as soon as possible after, the entry of the order approving this Motion. 7

Excluded Liabilities

Right to Market; Alternative Transaction

Break-Up Fee

Rejection of the SW Laminates Facility Lease

Closing Date

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Relief Requested 17. By this Motion and in connection with the wind-down of their

Fabrics Business, the Debtors seek authority to sell certain assets of SW Laminates to SW Foam, free and clear of liens, claims and encumbrances, pursuant to the terms and conditions set forth in the Purchase Agreement. The Debtors further request authority to pay a break-up fee to SW Foam pursuant to the terms and conditions set forth in the Purchase Agreement, and reject the lease of the SW Laminates facility pursuant to the terms and conditions set forth in the Purchase Agreement. Basis for Relief I. The Sale Under the Terms of the Purchase Agreement is a Sound Exercise of the Debtors Business Judgment 18. Section 363(b) of the Bankruptcy Code provides, in relevant part, that the

trustee, after notice and a hearing, may use, . . . other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b). A court has the statutory authority to authorize a debtor to use property of the estate pursuant to section 363(b)(1) of the Bankruptcy Code when such use is an exercise of the debtors sound business judgment and when the use of the property is proposed in good faith. Stephen Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (adopting the sound business purpose standard for sales proposed pursuant to section 363(b)(1)); In re Delaware & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991); In re Lionel Corp., 722 F.2d 1063, 1070 (2d Cir. 1983); see also Fulton State Bank v. Schipper, 933 F.2d 513, 515 (7th Cir. 1991) (a debtors decision must be supported by some articulated business justification); In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999); In re Ernst Home Center, Inc., 209 B.R. 974, 979 (Bankr. W.D. Wash. 1997).

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19.

Under section 363(b), a debtor has the burden to establish that it has a

valid business purpose for using estate property outside the ordinary course of business. See Lionel, 722 F.2d at 1070-71. Once the debtor has articulated such a valid business purpose, however, a presumption arises that the debtors decision was made on an informed basis, in good faith and in the honest belief that the action was in the debtors best interest. See In re Integrated Resources, Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992). A party in interest seeking to challenge the debtors valid business purpose must produce some evidence supporting its objections. Montgomery Ward, 242 B.R. at 155. A. The Debtors Have Sound Business Reasons for Entering into the Purchase Agreement 20. Clear business reasons exist to justify the consummation of the sale of the In particular, the

SW Laminates assets under section 363 of the Bankruptcy Code.

SW Laminates facility is not part of the Debtors business strategy going forward. As previously discussed, the Debtors have determined, in conjunction with their major constituencies, and the Court has ordered, that it is in the best interests of the Debtors, their estates, their creditors and other parties in interest to wind-down the operations of the Fabrics Business, of which SW Laminates is a part. The relief requested herein will assist in the Debtors efforts to

wind-down their Fabrics Business and generate cash proceeds for the benefit of the Debtors estates, creditors and other parties in interest. 21. The Debtors further submit that the circumstances surrounding their

efforts to market and sell the SW Laminates assets warrant approval of the sale to SW Foam without requiring a separate auction process. Indeed, the Debtors believe it unlikely that, given the extent of their marketing process and the limited nature of the market, there would be a higher bidder than SW Foam. Such an auction process would merely delay the consummation of 9
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the sale and cause the Debtors to incur further uncompensated carrying costs. Further, the Court already has authorized the wind-down of the Fabrics Business, of which SW Laminates is a part. Nevertheless, because the Purchase Agreement authorizes the Debtors to seek higher and better offers through an Alternative Transaction, the Debtors have given notice of this Motion to other potentially interested parties. In the unlikely event another party submits a higher and better offer for the SW Laminates assets, the Debtors would then seek approval of such offer from the Court by separate motion. B. The Purchase Price is Fair and Reasonable 22. The purchase price of $740,000 under the Purchase Agreement represents

a fair and reasonable purchase price. Indeed, as discussed above, the Purchase Agreement is the product of the thorough and active marketing efforts on behalf of the Debtors. All available information, including the results of the marketing process indicate that $740,000 is a fair and reasonable price for the SW Laminates assets. C. The Purchase Agreement Has Been Negotiated in Good Faith 23. The Purchase Agreement is the product of good faith, arms-length

negotiations between the Debtors and SW Foam. SW Foam is an unrelated third party, is not an insider of any of the Debtors within the meaning of section 101(31) of the Bankruptcy Code, and is not controlled by, or acting on behalf of, any insider of any of the Debtors. See, e.g., In re After Six, Inc., 154 B.R. 876, 883 (Bankr. E.D. Pa. 1993) (good faith found where officers, directors and employees of debtor had no apparent connection to purchasers). The Debtors and SW Foam participated in numerous discussions to negotiate the Purchase Agreement, and the Debtors believe that the consideration to be received by the Debtors is fair and reasonable. The Debtors also request a finding by this Court that SW Foam is a good faith purchaser under section 363(m) of the Bankruptcy Code. 10
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II.

The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code for a Sale Free and Clear of Liens, Claims and Encumbrances 24. This Court has authority to authorize the sale of the SW Laminates assets

free and clear of liens, claims and encumbrances. See 11 U.S.C. 363(f); see also In re Trans World Airlines, Inc., 2001 WL 1820325 (Bankr. D. Del. 2001) (noting authority of court to authorize sale of assets free and clear of liens pursuant to section 363(f) of the Bankruptcy Code prior to filing a plan of reorganization). Under section 363(f) of the Bankruptcy Code, a debtorin-possession may sell property free and clear of any lien, claim or interest of an entity in such property if, among other things: applicable nonbankruptcy law permits sale of such property free and clear of such interest; such entity consents; such interest is a lien and the price at which the property is sold is greater than all liens on such property; such interest is in bona fide dispute; or such entity could be compelled, in a legal or equitable proceeding, to accept money satisfaction of such interest.

Because section 363(f) of the Bankruptcy Code is drafted in the disjunctive, satisfaction of any one of its five requirements will be sufficient to permit the sale of the SW Laminates assets free and clear of liens, claims, encumbrances and other interests (collectively, the Liens). 25. The Debtors propose that any Liens in the SW Laminates assets that exists

immediately prior to the Closing Date will attach to the proceeds of the sale with the same validity, priority, force and effect as they had at such time, thus satisfying the requirement of section 363(f) of the Bankruptcy Code. Section 363(f) of the Bankruptcy Code is satisfied in this instance because all holders of Liens could be compelled to accept a money satisfaction of their Liens in legal or equitable proceedings in accordance with section 363(f)(5) of the 11
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Bankruptcy Code. Such legal or equitable proceedings include proceedings to confirm a plan of reorganization, under which the holder of a lien may be compelled to accept payment in satisfaction of its lien pursuant to section 1129(b)(2)(a) of the Bankruptcy Code. Moreover, the Debtors are permitted under their senior, secured debtor-in-possession financing agreement to consummate this sale, and the Debtors anticipate that their senior, secured prepetition lenders will have no objection to the transaction. III. Request for Authority to Pay the Break-Up Fee 26. As noted above, the Debtors have agreed to provide SW Foam a break-up

fee in the amount of $29,600 pursuant to Section 11.2(b) of the Purchase Agreement (the Break-Up Fee). The Debtors will be obligated to pay the Break-Up Fee if SW Laminates accepts an Alternative Transaction (as defined in the Purchase Agreement) and the Purchase Agreement is terminated as a result thereof. The Debtors are requesting that, in the event the Break-Up Fee becomes due and payable, the Break-Up Fee be an allowed administrative expense pursuant to section 503(b)(1) of the Bankruptcy Code in these cases, to be paid by the Debtors from the proceeds of an Alternative Transaction, concurrently with the consummation thereof. In addition, the Debtors will not accept a competing offer for the SW Laminates assets unless consideration represented by such offer is more than $29,600 in excess of the consideration to be paid by SW Foam. 27. A break-up fee encourages a potential purchaser to invest the requisite

time, money and effort to conduct due diligence and sale negotiations with a debtor despite the inherent risks and uncertainties of the chapter 11 process. See e.g., In re 995 Fifth Ave.

Assocs., L.P., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989) (finding that bidding incentives may be legitimately necessary to convince a white knight to enter the bidding by providing some form of compensation for the risks it is undertaking) (citations omitted); In re Marrose Corp., 12
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Case Nos. 89 B 12171-12179 (B), 1992 WL 33848 at *5 (Bankr. S.D.N.Y. 1992) (stating that [a]greements to provide breakup fees or reimbursement of fees and expenses are meant to compensate the potential acquirer who serves as a catalyst or stalking horse which attracts more favorable offers). 28. The Debtors submit that break-up fees and overbid protections are a

normal, and oftentimes necessary component of sales outside the ordinary course of business under section 363 of the Bankruptcy Code. See e.g., In re Kmart, Case No. 02-B02474 (SPS) (Bankr. N.D. Ill. May 10, 2002) (authorizing a termination fee and overbid protections for potential bidders); In re Comdisco, Inc., Case No. 01-24795 (RB) (Bankr. N.D. Ill. Aug. 9, 2002) (approving a termination fee as, inter alia, an actual and necessary cost and expense of preserving the Debtors estate, of substantial benefit to the Debtors estate, and a necessary inducement for, and a condition to, the proposed purchasers entry into the purchase agreement); In re Integrated Resources, Inc., 147 B.R. at 660 (noting that break-up fees may be legitimately necessary to convince a white knight to offer an initial bid by providing some form of compensation for the expenses such bidder incurs and the risks such bidder faces by having its offer held open, subject to higher and better offers); In re Crowthers McCall Pattern, Inc., 114 B.R. 877, 880 (Bankr. S.D.N.Y. 1990) (approving an overbid requirement in an amount equal to the approved break-up fee); In re Kupp Acquisition Corp., Case No. 96-1223 (PJW) (Bankr. D. Del. March 3, 1997). 29. In this case, the proposed Break-Up Fee is of substantial benefit to the

Debtors, their creditors and estates. See e.g., In re Integrated Resources Inc., 147 B.R. at 660; In re Kmart Corp., Case No. 02-B02474 (SPS) (Bankr. N.D. Ill. May 10, 2002); In re Comdisco, Inc., Case No. 01-24795 (RB) (Bankr. N.D. Ill. Aug. 9, 2002) (finding proposed termination fee

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to be of substantial benefit to the debtors estate). In addition, the Break-Up Fee is fair and reasonable in view of, among other things, the size and nature of the sale and the intensive analysis and negotiation that have been expended by SW Foam in connection with the sale contemplated by the Purchase Agreement. Moreover, the Break-Up Fee was a material

inducement for, and a condition of, SW Foams entry into the Purchase Agreement. SW Foam is unwilling to commit to hold open its offer to consummate the sale unless authorization for the payment of the Break-Up Fee is sought. The Debtors, therefore, request that the Court authorize the payment of the Break-Up Fee pursuant to the terms and conditions set forth in the Purchase Agreement. IV. Rejection of the SW Laminates Facility Lease 30. Section 365(a) of the Bankruptcy Code provides that a debtor in

possession subject to the courts approval, may . . . reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). This provision allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. Stewart Title Guar. Co. v. Old Republic Natl Title Co., 83 F.3d 735, 741 (5th Cir. 1996) (citing In re Muerexco Petroleum, Inc., 15 F.3d 60, 62 (5th Cir. 1994)). 31. The standard applied to determine whether the rejection of an executory

contract or unexpired lease should be authorized is the business judgment standard. See Matter of McLouth Steel Corp., 20 B.R. 688, 692 (Bankr. E.D. Mich. 1982); see also NLRB v. Bildisco & Bildisco, 465 U.S. 513, 524 (1984); Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1098-99 (2nd Cir. 1993); Robertson v. Pierce (In re Chi-Feng Huang), 23 B.R. 798, 800 (9th Cir. 1982) (holding that whether an executory contract should be rejected is a matter within the business judgment of the trustee); In re Federated Dept. Stores, Inc., 131 B.R. 808, 811 (S.D. Ohio 1991) (Courts traditionally have applied the business 14
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judgment standard in determining whether to authorize the rejection of executory contracts and unexpired leases.). Rejection of an executory contract or unexpired lease is appropriate where such rejection would benefit the estate. See Sharon Steel Corp. v. National Fuel Gas Distrib. Corp. (In re Sharon Steel Corp.), 872 F.2d 36, 40 (3d Cir. 1989); Commercial Fin. Ltd. v. Hawaii Dimensions, Inc. (In re Hawaii Dimensions, Inc.), 47 B.R. 425, 427 (Bankr. D. Haw. 1985) (Under the business judgment test, a court should approve a debtors proposed rejection if such rejection will benefit the estate.). 32. Upon finding that the Debtors have exercised their sound business

judgment in determining that rejection of the SW Laminates facility lease is in the best interests of the Debtors, their creditors and all parties in interest, the Court should approve the rejection under section 365(a) of the Bankruptcy Code. See, e.g., Westbury Real Estate Ventures, Inc. v. Bradlees, Inc. (In re Bradlees Stores, Inc.), 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996); Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) (holding that absent extraordinary circumstances, court approval of a debtors decision to assume or reject an executory contract should be granted as a matter of course). If a debtors business judgment has been reasonably exercised, a court should approve the assumption or rejection of an executory contract or unexpired lease. See, e.g., NLRB v. Bildisco & Bildisco, 462 U.S. at 523 (1984); In re Sharon Steel Corp., 872 F.2d at 39-40. 33. Pursuant to the Purchase Agreement, the Debtors are required to reject the

SW Laminates facility lease, effective as of the Closing Date. Indeed, SW Foam has negotiated a new lease with the Debtors lessor, conditioned on the closing of the sale, whereby SW Foam will occupy the SW Laminates facility upon the Debtors surrender of the premises. The Debtors believe that the rejection date requested herein will provide the Debtors sufficient time to wind

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down their operations at the SW Laminates facility and surrender the premises to SW Foam. Moreover, following the Closing Date, the Debtors will no longer be conducting business at the premises. Thus, the Debtors believe that the rejection of the SW Laminates facility lease upon the closing of the sale of the SW Laminates assets to SW Foam is appropriate and in the best interests of the estates. Notice 34. Notice of this Motion has been given to the Core Group, the 2002 List and

the Affected Parties as required by the Case Management Procedures.3 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 35. any other court. No prior motion for the relief requested herein has been made to this or

Capitalized terms used in this paragraph 34 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

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WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to consummate the sale of the SW Laminates assets free and clear of liens, claims and encumbrances, pursuant to the terms of the Purchase Agreement, (b) authorizing the Debtors to pay the Break-Up Fee, pursuant to the terms of the Purchase Agreement, (c) rejecting the SW Laminates facility lease, pursuant to section 365 of the Bankruptcy Code and (d) granting such other and further relief as is just and proper. Dated: July 28, 2006 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) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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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

ORDER APPROVING (I) ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS OF SOUTHWEST LAMINATES, INC. FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES; (II) BREAK-UP FEE; AND (III) REJECTION OF LEASE Upon the motion (the Motion)2 of the above-captioned debtors

(collectively, the Debtors) for entry of an order approving (i) an asset purchase agreement by and among Southwest Laminates, Inc. and SW Foam, L.P. (the Buyer), substantially in the form attached to the Motion as Exhibit B (the Purchase Agreement), for the sale of the Acquired Assets (as defined in the Purchase Agreement) to the Buyer free and clear of liens,
1 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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

K&E 11258866.3

claims and encumbrances (the Sale); (ii) the Break-Up Fee; and (iii) the rejection of a lease in connection thereto; 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 this 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; it appearing that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of the Motion and the opportunity for a hearing on the Motion 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. 2. The Motion is granted in its entirety. Good and sufficient reasons for approval of the Sale to the Buyer under

the terms of the Purchase Agreement have been articulated, and the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest. 3. The Debtors are authorized to sell the Acquired Assets free and clear of all

liens, claims and encumbrances, pursuant to section 363(f) of the Bankruptcy Code. 4. The Debtors have demonstrated both: (a) good, sufficient and sound

business purposes and justification; and (b) compelling circumstances for the Sale other than in the ordinary course of business, pursuant to section 363(b) of the Bankruptcy Code. 5. The Buyer is a good faith purchaser under section 363(m) of the

Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby. 6. Purchase Agreement: The consideration provided by the Buyer pursuant to the

(a) is fair and reasonable; (b) is the highest and best offer for the

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Acquired Assets; (c) will provide a greater recovery for the Debtors estates than would be provided by any other practical, available alternative; and (d) constitutes reasonably equivalent value and fair consideration for the Acquired Assets. 7. The transfer of the Acquired Assets to the Buyer pursuant to the

Purchase Agreement shall be, and hereby is deemed to be, a legal, valid and effective transfer of the assets, and vests with or will vest in the Buyer all right, title and interest of the Debtors in the Acquired Assets, free and clear of liens, mortgages, security interests, conditional sales or other title retention agreements, pledges, claims, judgments, demands and encumbrances, including, without limitation, claims and encumbrances that purport to give to any party a right or option to effect any forfeiture, modification or termination of the Debtors or the Buyers interests in the Acquired Assets, (collectively, the Liens) with all such Liens attaching only to the sale proceeds in the same validity, extent and priority as immediately prior to the transaction, subject to any rights, claims and defenses of the Debtors and other parties in interest. 8. Any objections to the entry of this Order or the relief granted herein and

requested in the Motion that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby denied and overruled on the merits with prejudice. 9. The Debtors are authorized to (a) execute, deliver, perform under,

consummate and implement the Purchase Agreement (subject to the applicable closing conditions set forth in the Purchase Agreement), collectively with all additional instruments and documents that may be reasonably necessary or desirable to implement the Purchase Agreement, and (b) take all further actions as may be requested by the Buyer for the purpose of transferring the Acquired Assets to the Buyer or as may be necessary or appropriate to the performance of the obligations contemplated by the Purchase Agreement.

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10.

On the Closing Date (as defined in the Purchase Agreement), this Order

shall be construed and shall constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the Acquired Assets or a bill of sale transferring good and marketable title in the Acquired Assets to the Buyer. Each and every federal, state and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 11. Subject to the occurrence of the Closing (as defined in the

Purchase Agreement), this Order: (a) is and shall be effective as a determination that all interests and claims of any kind or nature whatsoever existing as to the Acquired Assets prior to the Closing have been unconditionally released, discharged and terminated, and that the conveyances described herein have been effected; and (b) shall be binding upon and shall govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to the Acquired Assets. 12. Upon the entry of this Order, with respect to the Purchase Agreement, the The

Buyer shall be entitled to protection under section 363(m) of the Bankruptcy Code.

transactions contemplated by the Purchase Agreement are undertaken by the Buyer in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and, accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not

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affect the validity of the Sale to the Buyer, unless such authorization is duly stayed pending such appeal. 13. The lease of nonresidential real property related to the SW Laminates

facility is hereby deemed to be rejected pursuant to section 365 of the Bankruptcy Code, effective as of the Closing Date. 14. The Break-Up Fee provisions of the Purchase Agreement are hereby

approved and are enforceable in accordance with their terms. The Break-Up Fee shall constitute an administrative expense of the Debtors estates under section 503(b)(1) of the Bankruptcy Code and shall be paid by the Debtors to the Buyer from the proceeds of an Alternative Transaction, concurrently with the consummation thereof. 15. This Court retains jurisdiction to enforce and implement the terms and

provisions of this Order and the Purchase Agreement, all amendments thereto, any waivers and consents thereunder, and of any agreements executed in connection therewith in all respects, including, but not limited to, retaining jurisdiction to: (a) resolve any disputes arising under or related to the Purchase Agreement, except as otherwise provided therein; and (b) interpret, implement and enforce the provisions of this Order. 16. Each of the Debtors creditors is authorized and directed on or before the

Closing to execute such documents and take all other actions as may be necessary to release its interests in or claims against the Acquired Assets, if any, as such interests or claims may have been recorded or otherwise exist. 17. The failure specifically to include any particular provision of the

Purchase Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Purchase Agreement be authorized and

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approved in its entirety. Likewise, all of the provisions of this Order are nonseverable and mutually dependent. 18. Notwithstanding the provisions of Fed. R. Bankr. P. 6004(g) and

Rule 62(a) of the Federal Rules of Civil Procedure, this Order shall not be stayed for ten (10) days after the entry hereof, but shall be effective and enforceable immediately upon entry hereof.

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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

NOTICE AND OPPORTUNITY TO RESPOND TO THE DEBTORS MOTION FOR AN ORDER APPROVING ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS OF SOUTHWEST LAMINATES, INC. FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES AND RELATED RELIEF PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively,

the Debtors) have filed the Debtors Motion for an Order Approving Asset Purchase Agreement for the Sale of Assets of Southwest Laminates, Inc. Free and Clear of Liens, Claims and Encumbrances and Related Relief (the Motion).

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.

K&E 11258866.3

PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Motion and discuss it with your attorney. (If you do not have an attorney, you may wish to consult one.) PLEASE TAKE FURTHER NOTICE THAT, in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005

[Docket No. 294] (the Case Management Procedures), if you wish to object to the Court granting the relief sought in the Motion, or if you want the Court to otherwise consider your views on the Motion, no later than August 10, 2006 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:1 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the Court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before August 10, 2006 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to:

Response or answer must comply with Rule 8(b), (c) and (e) of the Federal Rules of Civil Procedure.

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Kirkland & Ellis LLP Attn: Richard M. Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -andKirkland & Ellis LLP Attn: David L. Eaton Ray C. Schrock Marc J. Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com -andCarson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Motion are timely filed and served, the Court may grant the Motion and enter the order without a hearing as set forth in Rule 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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Dated: July 28, 2006

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) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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CERTIFICATE OF SERVICE I, Ray Schrock, an attorney, certify that on the 28th day of July, 2006, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Motion for an Order Approving Asset Purchase Agreement for the Sale of Assets of Southwest Laminates, Inc. Free and Clear of Liens, Claims and Encumbrances and Related Relief.

Dated: July 28, 2006 /s/ Ray C. Schrock Ray C. Schrock

K&E 11268589.1

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In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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George E Shulman

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Email jmeadows@crowell.com mplevin@crowell.com rcoulter@cmda-law.com kkinsey@cmda-law.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com krk4@dcx.com dsaltz@ford.com danielle.kemp@lw.com ges@dgdk.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com dcroberts@coxinet.net dcopley@dickinsonwright.com mhammer@dickinsonwright.com bisignani@duanemorris.com bruce.d.tobiansky@usa.dupont.com abollas@dworkenlaw.com pschmidt@dykema.com eerman@ermanteicher.com mdharper@eastmansmith.com bmeginnes@emrslaw.com jnair@emrslaw.com sapel@elwd.com ecasey@stblaw.com jteicher@ermanteicher.com dphillips@foamex.com jo'neill@foley.com fgorman@honigman.com perry.gail@pbgc.com kblair@garanlucow.com rvozza@garanlucow.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com emajoros@glmpc.com sgold@glmpc.com jcottone@gfc.com HSNovikoff@wlrk.com kerscher@aol.com hsullivan@unumprovident.com anne.kennelly@hp.com ken.higman@hp.com sam.hicks@hickscasey.com jburns@hunton.com bokeefe@hymanlippitt.com mchesnes@interchez.com nganatra@uaw.net rob@jacobweingarten.com aschehr@jaffelaw.com lrochkind@jaffelaw.com jplemmons@dickinson-wright.com jamesedwardslaw@peoplepc.com ppossinger@jenner.com jrc8@daimlerchrysler.com elkin@joanfabrics.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com greenj@millercanfield.com jdawson@quarles.com jss@sawyerglancy.com

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In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq Kerr Russell & Weber PLC Kevin L Larin & James E DeLine Kim Stagg Kimberly Davis Rodriguez Paul Magy Terrance Hiller Jr & Matthew Kupelian Ormond & Magy PC Thompson Law Debenture Trust Company of New York Patrick Healy & Daniel Fisher Leatherwood Walker Todd & Mann PC Seann Gray Tzouvelekas Leigh Walzer Levine Fricke Inc Linebarger Goggan Blair & Sampson LLP Linebarger Goggan Blair & Sampson LLP Litespeed Partners Lowenstein Sandler PC Lowenstein Sandler PC M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Mayo Crowe LLC Elizabeth Weller John P Dillman Timothy Chen Michael S Etkin & Ira M Levee Vincent A DAgostino Esq

David S Hoopes

McDermott Will & Emery LLP McShane & Bowie PLC Michael Best & Friedrich LLP Michael R Paslay Michael Stamer Michigan Department Of Mighty Enterprises Inc Mike O'Rourke Mike Paslay Miles & Stockbridge PC Miller Canfield Paddock & Stone PLC Miller Canfield Paddock & Stone PLC Miller Cohen Miller Johnson Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Morganroth & Morganroth PLLC Municipalite Du Village De Munsch Hardt Kopf & Harr PC Myers Nelson Dillon & Shierk PLLC NICCA USA Inc Nick Shah Nina Rosete Nutter McClennen & Fish LLP O Reilly Rancilio PC Otterbourg Steindler Houston & Rosen PC Paul Hoffman Pear Sperling Eggan & Daniels PC Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation

Lewis Rosenbloom John R Grant Paul A Lucey

David M Gurewitz

Patricia A Borenstein Esq Jose J Bartolomei Timothy A Fusco Esq Bruce A Miller Thomas P Sarb & Robert D Wolford 15663507 Jeffrey Morganroth Lacolle Randall A Rios James R Bruinsma Karen Schneider

Peter Nils Baylor Esq Ralph Colasuonno & Craig S Schoenherr Sr Steven B Soll Esq Kevin N Summers Sara Eagle & Gail Perry Sara Eagle & Gail Perry

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Pepe & Hazard LLP Pepper Hamilton LLP Pepper Hamilton LLP Pepper Hamilton LLP Peter Schmidt Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pitts Hay & Hugenschmidt PA Plunkett & Cooney PC Quadrangle Group LLC Quadrangle Group LLC R Aurand R J Sidman Ralph E McDowell Ravich Meyer Kirkman McGrath & Nauman PA Ray C Schrock Rex D Rainach Rhoades McKee Rick Feinstein Ricoh Canada Inc Riker Danzig Scherer Hyland & Perretti LLP RLI Insurance Company Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle SC DHEC Sean P Corcoran Seiller Waterman LLC Seyburn Kahn Ginn Bess & Serlin PC Sheehan Phinney Bass & Green PA Sheryl Toby Shumaker Loop & Kendrick LLP Sidley Austin Brown & Wood LLP Sills Cummis Epstein & Gross PC Spengler Nathanson PLL St Paul Travelers Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME Charles J Filardi Jr Francis J Lawall & Bonnie MacDougal Kistler J Gregg Miller & Linda J Casey Kenneth H Zucker

William Kinley President Craig A Barbarosh Patrick J Potter Esq Rick Antonoff Esq Lara Sheikh Esq Josh J May Esq William B Freeman Esq Robert P Pitts Esq Douglas C Bernstein Andrew Herenstein Patrick Bartels

Email cfilardi@pepehazard.com lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com WDKinley@aol.com craig.barbarosh@pillsburylaw.com patrick.potter@pillsburylaw.com rick.antonoff@pillsburylaw.com bill.freeman@pillsburylaw.com pittsrm@charter.net dbernstein@plunkettcooney.com andrew.herenstein@quadranglegroup.com patrick.bartels@quadranglegroup.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com mfmcgrath@ravichmeyer.com rschrock@kirkland.com rainach@msn.com dbylenga@rhoadesmckee.com rick.feinstein@ubs.com legal@ricoh.ca

Michael F McGrath Esq A Professional Law Corporation Dan E Bylenga Jr

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante Steven A Siman PC Stevens & Lee PC

Dennis J OGrady Joseph L Schwartz & Curtis M Plaza jschwartz@riker.com Roy Die Roy_Die@rlicorp.com rdiehl@bodmanllp.com rweiss@honigman.com Collector Of Revenue leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com whitehme@dhec.sc.gov Evander Whitehead chandlls@dhec.sc.gov sean.p.corcoran@delphi.com Richard M Rubenstein rubenstein@derbycitylaw.com Leslie Stein lstein@seyburn.com Steven E Boyce Esq sboyce@sheehan.com stoby@dykema.com David H Conaway dconaway@slk-law.com bguzina@sidley.com Bojan Guzina & Brian J Lohan blohan@sidley.com asherman@sillscummis.com Andrew H Sherman & Boris I Mankovetskiy bmankovetskiy@sillscummis.com Michael W Bragg Esq MBragg@SpenglerNathanson.com Vatana Rose vrosa@stp.com Gary D Feigler Treasurer sjbolek@co.stark.oh.us Michigan Dept Of Environmental Quality Environmental Assistance Div deq-ead-env-assist@michigan.gov Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office treasReg@michigan.gov Michigan Unemployment Insurance Agency shuttkimberlyj@michigan.gov US Trustee steve.e.spence@usdoj.gov laplante@millercanfield.com Steven A Siman sas@simanlaw.net Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME

CREDITOR NOTICE NAME

Stradley Ronon Stevens & Young LLP T Pryce Tax Administrator Textron Inc The Bank of New York The Corporation Of The Town Thomas Radom Treasurer Of State Tricia Sherick Tyco Capital Inc United Rentals Of Canada Inc United Steelworkers Varnum Riddering Schmidt & Howlett LLP Ville De Farnham Vinson & Elkins LLP Von Briesen & Roper SC Voridian Canada Company Warner Norcross & Judd LLP Warner Stevens LLP Wickes Manufacturing Co William C Andrews William G Diehl William J Byrne Willkie Farr & Gallagher LLP Wilmer Cutler Pickering Hale and Dorr LLP WL Ross & Co Womble Carlyle Sandridge & Rice PLLC Zeichner Ellman & Krause LLP

Paul Patterson Esq Jim Cambio Gary S Bush Of Ingersoll Joseph T. Deters

David R Jury Mary Kay Shaver Service de la Tresorerie John E West Randall Crocker & Rebecca Simoni Michael G Cruse Michael D Warner Esq co Stacy Fox of C&A

Email ppatterson@stradley.com mdorval@stradley.com jtrotter@stradley.com tpryce@ford.com jcambio@tax.ri.gov afriedman@textron.com gbush@bankofny.com elantz@town.ingersoll.on.ca radom@butzel.com treasurer@tos.state.oh.us tsherick@honigman.com Frank.Chaffiotte@cit.com e-rental@ur.com djury@steelworkers-usw.org mkshaver@varnumlaw.com msaintdenis@ville.farnham.qc.ca jwest@velaw.com rcrocker@vonbriesen.com blanderson@eastman.com mcruse@wnj.com mwarner@warnerstevens.com stacy.fox@colaik.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com alipkin@willkie.com rspigel@willkie.com andrew.goldman@wilmerhale.com oiglesias@wlross.com RWhelehan@wcsr.com pjanovsky@zeklaw.com

Alan Lipkin & Roger Spigel Andrew N Goldman Esq Oscar Iglesias Rory D Whelehan Esq Peter Janovsky & Stuart Krause

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Attorney General of MI Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Sterling Heights City Of Stockton Clark Hill PLC Colbond Inc Contrarian Capital Management LLC Dayton Bag & Burlap Co Dow Chemical Co El Paso Natural Gas Company Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Kilpatrick & Associates PC Lake Erie Products Lambert Leser Isackson Cook & Giunta PC McLane Graf Raulerson & Middleton PA Meridian Magnesium Missouri Dept of Revenue Office of Finance of Los Angeles Office of the US Attorney Orlando Corporation Paul Weiss Rifkind Wharton & Garrison LLP Pension Benefit Guaranty Corporation Pine River Plastics Inc Plastech Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank Stark Reagan PC State Of Michigan Teknor Financial Corporation TG North America Town Of Lincoln Finance Office UBS Investment Bank Unique Fabricating Inc Valiant Tool & Mold Inc CREDITOR NOTICE NAME John Livingston Matthew H Rick Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities James P Bulhinger City Treasurer Economic Development E Todd Sable Don Brown Seth Lax Jeff Rutter David Brasseur Michael J McGinnis Todd McCallum Law Dept Bill Weeks Richardo Kilpatrick Leonora Baughman Lilia Roman Susan M Cook Joseph A Foster Steven A Ginther Bankruptcy Auditor Julia Pidgeon Asst US Atty Stephen J Shimshak & Netanella T Zahavi Sara Eagle & Gail Perry Barb Krzywiecki Kelvin W Scott Esq Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Joseph A Ahern Linda King Bruce B Galletly Raymond Soucie Rick Feinstein Tom Tekieke General Fax FAX 248-852-6074 217-356-5469 517-373-2060 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 586-276-4077 209-937-5099 313-965-8252 828-665-5005 203-629-1977 937-258-0029 989-638-9852 713-420-5669 248-430-0134 281-588-4606 770-258-3901 502-564-3875 248-377-0800 630-595-0336 989-894-2232 603-625-5650 517-663-2714 573-751-7232 213-368-7076 313-226-3800 905-677-1851 212-757-3990 202-326-4112 810-329-9388 313-792-2729 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 248-641-9921 517-241-8077 401-725-5160 248-280-2110 401-333-3648 203-719-1090 248-853-8422 519-944-7748

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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(no valid e-mail) CREDITOR NAME Vericorr Packaging fka CorrFlex Packaging Viacom Inc CREDITOR NOTICE NAME Adriana Avila JoAnn Haller FAX 586-939-4216 412-642-5614

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Andrews Kurth LLP Assitant Attorney General of Texas Assoc Receivables Funding Inc Athens City Tax Collector Basell USA Inc Basf Corporation Beam Miller & Rogers PLLC Bell Boyd & Lloyd Inc Brunswick Corp Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Barberton City Of Canton City Of Dover City Of Dover City Of El Paso City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City of Kalamazoo City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp Comptroller of Public Accounts Corning Inc Cox Hodgman & Giarmarco PC Cunningham Dalman PC Dana Corp

CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin John Mark Stern Mike Keith Jim Frick Charlie Burrill Harry W Miller III Jay Truty Ms Amy Evans Thomas B Radom Attn Receiver General International Tax Service Ohio Income Tax City Building Canton Income Tax Dept Wastewater Labroratory Tax Office

Mary Ellen Hinckle Carolyn Rutland PhD Dept Of Building And Safety City Attorneys Office Tax Department Water Department Port Huron Police Department Barbara J Walker Stacy Fox

ADDRESS1 1062 S 4th Ave 590 Madison Ave 1717 Main St Ste 3700 Bankruptcy & Collections Div PO Box 16253 PO Box 849 7925 Kingsland Dr 1609 Biddle Ave 709 Taylor St 3 1st National Plaza Ste 3300 Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 2 Civic Center Plaza 1st Flr 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave Public Svc Dept Env Svc Div 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy 111 E 17th St Legal Dept Columbia Center 10th Fl 321 Settlers Rd 4500 Dorr St 885 Third Ave Ste 3300 7000 N Green Bay Ave Kellie Schone Jayson Macyda DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 4611 North 32nd St

CITY Sidney New York Dallas 500 W 15th St Austin Greenville Athens Raleigh Wyandotte PO Box 280240 Nashville 70 W Madison St Chicago One North Field Ct Lake Forest Bloomfield Hills Sudbury Ottawa Plymouth Barberton Barberton Canton Dover Dover El Paso Evart Fullerton Havre De Grace 1415 N Harrison St Kalamazoo File 54563 Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Troy Austin Riverfront Plaza HQ E2 10 Corning 101 W Big Beaver Rd Troy PO Box 1767 Holland PO Box 1000 Toledo New York Milwaukee 5445 Corporate Dr Ste 170 Troy 1007 N Market St Wilmington Detroit PO Box 10032 Toledo Milwaukee

ADDRESS2

STATE OH NY TX TX SC TN NC MI TN IL IL MI ON ON MI OH OH OH NH NH TX MI CA MD MI CA AZ NC MI MI MI MO MI TX NY MI MI OH NY WI MI DE MI OH WI

ZIP COUNTRY 453658977 10022 75201 78701 29606 37371-0849 27613-4203 48192 37208 60602-4207 60045 48304 P3A 5C2 Canada K1A 1B1 Canada 48170-4394 44203 44203-2584 44711-9951 03820 03820-0818 79901 49631 92632 21078 49007-2565 90012 85003 27573 49085-1355 48895 48060 63301 48083 78774 14831 48084 49423 43615 10022 53209 48098-2683 19898 48243 43604 53209-6023

Nancy Holtby Esq William H Horton Esq & Sean M Walsh Esq Jeffrey K Helder Lisa A Wurster Esq

Davidson Kempner Capital Management LLC Morgan Blackwell Dennis Reis LLC Dennis P Reis Dold Spath McKelvie & DeLuca PC DuPont Dykema Gossett PLLC Eastman & Smith Ltd ER Wagner Manufacturing Charles McKelvie Rita Baird Susan F Herr Ronald Rose & Brendan Best David W Nunn Esq Gary Torke

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Fisher Automotive Systems Fisher America Inc Foamex Automotive Freudenberg Nok Inc Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Motors Corp Guilford Mills Inc Harford County Revenue Heritage Environmental Svcs Inc Highwoods Forsyth Lp Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Indiana Steel & Wire Co Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer James R Temple Janesville Products Keith Milligan Lear Corp Lear Corp Manpower Meridian Park Michigan Dept of Treasury Mills & Stockbridge PC Ministre Du Revenu Du Quebec Municipality Of Port Hope North Loop Partners Ltd Nossiff & Giampa PC Oakland County Corporation Counsel Oklahoma County Treasurer Oneida County SCU PolyOne Corp Prestige Property Tax Special In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

CREDITOR NOTICE NAME William Stiefel Donald W Phillips

ADDRESS1 1084 Doris Rd 28700 Cabot Dr Ste 500 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 300 Renaissance Center 6001 W Market St 220 South Main St 7901 W Morris St Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 1 E 4th St PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346 108 W Scott St 2700 Patterson Ave 3745 C Us Hwy 80 W World Headquarters 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr 3030 W Grand Blvd Ste 10 200 10 Light St 3800 Marly PO Box 117 PO Box 3449 24 Chestnut St 1200 N Telegraph Rd Asst District Attorney 800 Park Ave 4th Fl 33587 Walker Rd 1025 King St East

ADDRESS2

CITY Auburn Hills Novi Plymouth Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Detroit Greensboro Bel Air Indianapolis

STATE MI MI MI GA NC GA PA PA NC MI NC MD IN TN NC OH IN IN OH AL MI NC ON MI IL TX MI MI AL MI MI MI NC MI MD QC ON TX NH MI OK NY OH ON

ZIP 48326-2613 48377 48170 30348-5499 28289-0691 30374 15264-0387 15264 28260 48243 27409 21014 46231 37203-5223 27604 43617 46204-2253 46207-7218 45202 36103-4660 49501 27702-1807 L4B 1L7 48232 60605-1725 77210 48837 49546 36870 48034 48034 48334 27834 48202 21202-1487 G1X 4A5 L1A 3V9 75606 03820 48341 73102 13501 44012 N3H 3P5

COUNTRY

Director's Office for Taxpayer Services Division

Linda L Bentley Shannon White David Taylor Joe Cottone Mr Ken Price co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

PO Box 300

Michael L Cioffi of the City of Montgomery

SBSE Insolvency Unit Tim Gorman Laura Kelly

Janis N Acosta Esq C Garland Waller Michael A Cox Juandisha M Harris & Heather Donald Stephen M Sylvestri Esq

2120 West End Ave Ste 100 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Cincinnati Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston Grand Ledge Grand Rapids Phenix 21557 Telegraph Rd Southfield Southfield Farmington Hills Greenville Detroit Baltimore Ste Foy Port Hope Longview Dover Pontiac 320 Robert S Kerr Rm 307 Oklahoma City Utica Avon Lake Cambridge

Canada

Canada Canada

co Beer Wells Real Estate Alexander G Nossiff Donald F Slavin Gretchen Crawford County Office Building Woody Ban

Canada

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CREDITOR NAME Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Receivable Management Services Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada Securities and Exchange Commission Securities and Exchange Commission Shapero & Green LLC Simpson Thacher & Bartlett LLP Southwest Laminates Facilities Lessor State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Assessoer Collector Tax Collector Tcs Realty Ltd Teleflex Inc Tennessee Department of Revenue The Goodyear Tire & Rubber Co The Town Of Pageland Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Farmville Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vari Form Inc Vespera Lowell Llc Village Of Holmesville In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

CREDITOR NOTICE NAME

Phyllis A Hayes

ADDRESS1 678 Princeton Blvd Church St Station 50 Rockefeller Lobby 2 9690 Deereco Rd Ste 200

ADDRESS2 PO Box 6529 PO Box 5126

CITY Lowell New York New York Timonium Ottawa Ottawa Dorval Belleville Ottawa Chicago Chicago

STATE MA NY NY MD ON ON QC ON ON IL IL OH NY MA AL MI MI MI MI MI MI MI MI NC TX CA ON PA TN OH SC TN IL NH NC ON NC SC NC MI MI NC MI MI MI MI CT OH

ZIP 01851 10249 10020-1605 21093 K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 K1A 9Z9 60604 60604 44122 10017-3954 01879-2710 36104 48909 48909 48277-0833 48909 48918-0001 48909-8244 48226 48075 28602 79999-2992 937151192 K8V 5R1 19468 37247 44316-0001 29728 38125 61802 03835 27828-1621 K7G 2T6 28762 29728 27371 48083 48232 27410-6237 48089-3171 48226 48326-2356 48089 06830 44633

COUNTRY

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St Ottawa Technology Centre Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900 Brian Green Peter Pantaleo Erin Casey & Alice Eaton Railroad Drive Lp Dept Of Commerce & Nat Res Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex Jennifer Nelles US Trustee First Plaza County Of Fresno Jim Leyden TN Attorney Generals Office Steven C Bordenkircher Esq Michael F Geiger Esq Signature Square II Ste 220 425 Lexington Ave 100 Vesper Executive Pk Department Of Revenue PO Box 30004 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 2992 PO Box 1192 21 Albert St 155 S Limerick Rd Cordell Hall 1144 E Market St 126 North Pearl St 8155 TB Blvd 1306 E Triumph Dr 356 Main St 115 West Church St 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 7201 W Friendly Ave 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 12341 E 9 Mile Rd 10 Livingston Pl 2nd Fl 205 Millersburg Rd

875 Heron Rd

Canada Canada Canada Canada Canada

Farmville Downtown Partnership

Fsia Inc

Randy Lueth Attn Civil Division Jerry Dittrich Terry Nardone Blue Point Capital Bpv Lowell LLC

25101 Chagrin Blvd Cleveland New York Tyngsboro 50 N Ripley St Montgomery Lansing Lansing Detroit Lansing Lansing PO Box 30744 Lansing Detroit Southfield PO Box 2228 Hickory El Paso TX Fresno Trenton Limerick 425 5th Ave N Nashville Akron PO Box 67 Pageland Memphis Urbana Farmington Farmville PO Box 100 Gananoque Old Fort Pageland Troy Troy Detroit Greensboro Warren Detroit Auburn Hills Warren Greenwichn Holmesville

Canada

Canada

PO Box 113

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CREDITOR NAME Village Of Rantoul Visteon Climate Control W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC Young & Susser PC

CREDITOR NOTICE NAME

ADDRESS1 333 S Tanner One Village Center Dr

CITY Rantoul Van Buren Ste PO RFQ Office Township Charlotte New York Bingham Farms Southfield

ADDRESS2

STATE IL MI NC NY MI MI

ZIP 61866 48111 28262-2337 10019 48025 48034

COUNTRY

co Lincoln Harris Llc Hal Novikoff Steven Susser P52940

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200 26200 American Dr Ste 305

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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EXHIBIT B

K&E 11258866.3

ASSET PURCHASE AGREEMENT dated as of [_____], 2006 between SW FOAM, L.P. as Purchaser and SOUTHWEST LAMINATES, INC., as the Seller

K&E 11168381.14

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is dated [______], 2006, among SW Foam, L.P., a Texas limited partnership ("Purchaser"), Southwest Laminates, Inc., a Delaware corporation (the "Seller"), and for purposes of Section 6.3 only Collins & Aikman Corporation, a Delaware Corporation ("C&A"). C&A and the Seller are each debtors and debtors in possession under cases jointly administered under chapter 11 Case No. 05-55927 pending in the United States Bankruptcy Court for the Eastern District of Michigan. In consideration of the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1.1 Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth below: "Acquired Assets" means the Technology License Agreement, Permit No. 38517 (as amended), any Intellectual Property of the Seller relating exclusively to the Acquired Assets (including the name "Southwest Laminates") and all of the fixed assets of the Business of the Seller located at the Southwest Lamination Facility, other than the Excluded Assets, including, without limitation, all of the assets described in Exhibit A and all associated spare parts, ancillary equipment, furniture, computer hardware and software, leasehold improvements and tooling. "Acquisition Proposal" means a proposal relating to any merger, consolidation, business combination, sale or other disposition of 50% or more of the Acquired Assets of the Seller pursuant to one or more transactions, or a similar transaction involving one or more Third Parties and the Seller. "Affiliate" shall have the meaning set forth in Rule 405 promulgated under the Securities Act of 1933, as amended. "Agreement" means this Asset Purchase Agreement, including all Exhibits and Schedules hereto, as the same may be amended from time to time in accordance with its terms. "Allocation" shall have the meaning set forth in Section 13.11(b) hereof. "Alternative Transaction" means an Acquisition Proposal made by a Third Party. "Ancillary Documents" shall have the meaning set forth in Section 13.8 hereof. "Assumed Obligations" means the liabilities and obligations related to the matters listed on Exhibit B. "Bankruptcy Code" means title 11 of the United States Code.

K&E 11168381.14

"Bankruptcy Court" means the United States Bankruptcy Court for the Eastern District of Michigan, having jurisdiction over C&A and the Seller and their assets. "Break-Up Fee" shall have the meaning set forth in Section 11.2(b) hereof. "Business" means the business of the Seller conducted at the Southwest Lamination Facility as of the date of this Agreement. "Chapter 11 Cases" means the pending cases commenced by C&A and the Seller on May 17, 2005 and jointly administered under chapter 11 of the Bankruptcy Code in the Bankruptcy Court under docket no. 05-55927. "Closing" means the consummation of the transactions contemplated herein in accordance with Article X hereof. "Closing Date" shall have the meaning set forth in Section 10.1 hereof. "Code" means the United States Internal Revenue Code of 1986, as amended. "Confidentiality Agreement" means the Confidentiality Agreement, dated September 19, 2005, between Purchaser and C&A. "Dollars" or "$" means dollars of the United States of America. "Employee" means the employees listed on Schedule 4.7(b) hereto. "Employee Benefit Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA. "Employee Liabilities" means all of the Seller's liabilities and obligations (including, without limitation, resulting from formal or informal or written or unwritten arrangements) to provide benefits or compensation to or on behalf of any Employee, or the spouse or dependents of any Employee, including, without limitation, profit-sharing, deferred compensation, incentive compensation, bonuses, commissions, stock options, stock purchases, severance pay, unemployment benefits, vacation pay, savings plans, dependent care, scholarships, accident insurance, disability, weekly income, salary continuation, the employer tax obligations of the Seller (excluding any employee paid portion thereof) arising as a result of payments to Employees or any other payments of any kind to Employees as of the Closing Date. "Equipment" means Owned Equipment and Leased Equipment. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended and all regulations issued thereunder. "ERISA Affiliate" means any entity that with the subject Person is: (a) a member of a controlled group of corporations within the meaning of Section 414(b) of the Code; 2
K&E 11168381.14

(b) a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code; (c) a member of an affiliated service group within the meaning of Section 414(m) of the Code; or (d) a member of a group of organizations required to be aggregated under Section 414(o) of the Code. "Excluded Assets" shall have the meaning set forth in Section 2.3 hereof. "Excluded Liabilities" shall have the meaning set forth in Section 2.4 hereof. "Excluded Records" means (a) all tax and financial accounting records of the Seller, (b) all minute books of the Seller and (c) all written materials that the Seller is required by law to retain. "Exhibits" means the exhibits hereto. "Governmental Entity" means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign. "Intellectual Property" means (a) patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) trademarks, service marks, trade dress, logos, trade names, internet domain names and corporate names, together with all goodwill associated therewith, and applications, registrations, and renewals in connection therewith, (c) copyrights, mask works and copyrightable works, and applications, registrations, and renewals in connection therewith, (d) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, designs, drawings and specifications), (e) proprietary computer software (including data) and (f) copies and tangible embodiments of any of the foregoing in whatever form or medium. "Inventory" means the inventory of the Business, wherever located, including without limitation, raw materials, work in process or materials used or consumed in the Business. "knowledge" and similar terms shall mean and refer only to matters actually known, or which should have been known after due inquiry, by Gerald Jones as of the execution date hereof. "Law" means any federal, state, provincial, local or foreign law, statute, rule, regulation or ordinance of any Governmental Entity. "Leased Equipment" means all leased machinery, equipment, computers, tools, vehicles, furniture, furnishings, goods and leasehold improvements used in the Business and leased by the Seller under Equipment Leases.

3
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"Legal Proceeding" means any judicial, administrative, regulatory or arbitral suit or proceeding, investigation or inquiry or administrative charge or complaint pending at law or in equity before any court or other Governmental Entity. "Lien" means any security interest, lien, charge, mortgage, pledge, encumbrance, easement, restriction or claim. "Material Adverse Effect" means any change or effect that is materially adverse to the Acquired Assets, other than, (a) changes in and effects on the U.S. economy in general, (b) changes in and effects on the industries or markets in general in which the Seller operates or (c) any change or effect resulting directly or indirectly from (i) commencement or continuation of the Chapter 11 Cases or (ii) this Agreement or the transactions contemplated hereby or the announcement thereof. "Order" means any decree, order, injunction, rule, judgment, consent of or by any court or Governmental Entity. "Ordinary Course of Business" means the operation of the Business by the Seller in the usual and ordinary course in a manner substantially similar to the manner in which the Seller operated since the commencement of the Chapter 11 Cases. "Owned Equipment" means all equipment used exclusively in the Business and owned by the Seller. "Permits" means all transferable licenses, permits, approvals, certificates of occupancy, authorizations, operating permits, registrations, plans and the like relating exclusively to the conduct of the Business for which consent is obtained. "Permitted Encumbrances" means (a) mechanics, carriers, workers, repairers and similar statutory liens on the Acquired Assets arising or incurred in the Ordinary Course of Business for amounts which are not delinquent and which could not, individually or in the aggregate, have a Material Adverse Effect; and (b) any other Liens which will be discharged in connection with the Sale Order or any other actions of the Bankruptcy Court. "Person" means any corporation, partnership, joint venture, limited liability company, organization, entity, authority or natural person. "Purchaser" shall have the meaning set forth in the Preamble hereto. "Purchaser Ancillary Agreements" shall have the meaning set forth in Section 5.2 hereof. "Purchase Price" shall have the meaning set forth in Section 3.1 hereof. "Sale Hearing" means the hearing conducted before the Bankruptcy Court to approve the transactions contemplated by this Agreement. "Sale Order" means the order of the Bankruptcy Court, substantially in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to Purchaser and 4
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the Seller, to be issued by the Bankruptcy Court pursuant to sections 363 and 365, and to the extent possible section 1146(c), of the Bankruptcy Code (a) approving this Agreement and the transactions contemplated hereby, (b) approving the sale of the Acquired Assets to Purchaser free and clear of all Liens, claims, liabilities and encumbrances pursuant to section 363(f) of the Bankruptcy Code, (c) finding that Purchaser is a good faith purchaser entitled to the protections of section 363(m) of the Bankruptcy Code and (d) waiving the automatic stay of orders authorizing the sale, use or lease of property of the estate, as set forth in Bankruptcy Rule 6004(g). "Schedules" means the schedules hereto. "Seller" shall have the meaning set forth in the Preamble hereto. "Seller Ancillary Agreements" shall have the meaning set forth in Section 4.2 hereof. "Seller's Deposits" shall have the meaning set forth in Section 7.5 hereof. "Southwest Lamination Facility" means the premises located at 9900 Railroad Drive, El Paso, Texas 79924, at which the Acquired Assets are located. "Taxes" means all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, ad valorem, personal property (tangible and intangible), sales, use, franchise, excise, value added, payroll, unemployment, stamp, leasing, lease, user, transfer, occupational, employees' income withholding and Social Security taxes imposed on the sale by the United States or any other country or by any state, municipality, subdivision or instrumentality of the United States or of any other country or by any other tax authority, including all applicable penalties and interest. "Tax Return" means any report, return or other information required to be supplied by the Seller to a taxing authority in connection with Taxes. "Technology License Agreement" means the Technology License Agreement, dated as of November 6, 2001, by and between R.H. Wyner Associates, Inc. and Shawmut Southwest L.P., as predecessor in interest to the Seller. "Third Party" means any Person other than the Seller, Purchaser or any of their respective Affiliates. 1.2 Rules of Construction. Agreement: Unless the context otherwise clearly indicates, in this

(a) the singular includes the plural; (b) "includes" and "including" are not limiting; (c) "may not" is prohibitive and not permissive; and (d) "or" is not exclusive. 5
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ARTICLE II PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES 2.1 Purchase and Sale of Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing the Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, all of the Seller's right, title and interest in and to the Acquired Assets. 2.2 Assignment and Assumption of Assumed Obligations. Subject to the terms and conditions set forth in this Agreement, Purchaser will assume all of the Assumed Obligations but shall not assume any other liabilities or obligations. 2.3 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the following assets of the Seller, as well as any other assets not defined as Acquired Assets, shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the "Excluded Assets"): (a) Any and all rights under this Agreement, claims, counterclaims, demands and causes of action (other than warranties (express or implied), representations and guarantees of vendors in respect of any of the Acquired Assets and contractual obligations of any third parties to any agreements assigned to or assumed by Purchaser) of the Seller, including, without limitation, avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of the Seller arising under chapter 5 of the Bankruptcy Code; (b) Any and all Excluded Records; (c) Other than the Intellectual Property of the Seller relating exclusively to the Acquired Assets, all other Intellectual Property owned by the Seller; (d) Any and all Inventory and accounts receivable; (e) Any and all cash and cash equivalents, including the Purchase Price; and (f) All rights (i) under the Seller's insurance policies, including without limitation, those relating to any Inventory, Equipment, the Southwest Lamination Facility or the Business (including health insurance, worker's compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies, and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by Third Parties relating to any Excluded Assets. 2.4 No Other Liabilities Assumed. The Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. The excluded liabilities (the "Excluded Liabilities") consist of all liabilities that are not Assumed Obligations, including, without limitation, the following: (a) All liabilities, responsibilities and obligations of the Seller under this Agreement and the Ancillary Documents; 6
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(b) All liabilities, responsibilities and obligations of the Seller related exclusively to any of the Excluded Assets; (c) Any and all accounts payable; (d) Subject to Section 13.11(a), all Taxes of the Seller or its Affiliates or Taxes attributable to the ownership of the Acquired Assets for all Tax periods (or portions thereof) ending prior to the Closing Date; (e) Other than the Assumed Obligations, all liabilities, responsibilities and obligations of the Seller in respect of environmental claims; and (f) All liabilities, responsibilities and obligations of the Seller with respect to the Employee Liabilities, including, but not limited to, all liabilities under all Employee Benefit Plans of the Seller and its Affiliates. ARTICLE III PURCHASE PRICE AND PAYMENT 3.1 Payment of Purchase Price. The aggregate purchase price for the Acquired Assets shall be the sum of $740,000 (the "Purchase Price") payable by Purchaser to the Seller at Closing by wire transfer of immediately available funds to an account to be designated by the Seller. 3.2 Right to Market; Alternative Transaction. The parties agree that the Seller shall have the right, with the assistance of its representatives, to market the Acquired Assets to Third Parties. The parties agree that the Seller shall be entitled to consider and enter into one or more Alternative Transactions with Third Parties consistent with its fiduciary obligations as a debtor in possession in the Chapter 11 Cases. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER Subject to Bankruptcy Court approval of this Agreement, entry of the Sale Order and obtaining any of the consents required by this Agreement or the Sale Order, the Seller represents and warrants to Purchaser as follows: 4.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the state of Delaware. The Seller has the requisite power and authority to own and operate the Acquired Assets. 4.2 Authority. (a) The Seller has all requisite power and authority necessary to execute this Agreement and the Ancillary Documents to which it is or will be a party (the "Seller Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller have been duly authorized by all necessary action, and the execution and performance of the Seller Ancillary Agreements by the Seller will be authorized 7
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by all necessary action prior to the Closing. This Agreement constitutes, and upon execution of each of the Seller Ancillary Agreements such agreements will constitute, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms. (b) Notwithstanding anything to the contrary contained herein, no provision of this Agreement is binding upon the Seller unless and until the entry of the Sale Order. 4.3 No Breach or Conflict. Neither the execution, delivery or performance of this Agreement and the Seller Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, will (a) cause the Seller to breach any material Law or Order that is applicable to the Acquired Assets, except for such breaches that would not have a Material Adverse Effect, or (b) conflict with or result in a violation of any of the Seller's organizational documents. 4.4 Assets. (a) Subject to the entry of the Sale Order, on the Closing Date, Purchaser will acquire all of the Seller's right, title and interest in the Acquired Assets, free and clear of any and all Liens other than the Assumed Obligations. (b) All Acquired Assets, whether owned or leased, are being transferred to Purchaser "as is," "where is" and "with all faults." 4.5 Material Consents. Schedule 4.5 contains a list of each Person and Governmental Entity which must consent to the execution, delivery or performance of this Agreement by the Seller, except where the failure to obtain any such consent of such Person or Governmental Entity would not have a Material Adverse Effect or would not materially adversely affect the ability of the Seller to consummate the transactions contemplated hereunder (the "Material Consents"). 4.6 Taxes. Except as disclosed on Schedule 4.6, to the extent that under applicable Law the failure of this representation to be true or correct could result in a Lien upon or claim in excess of $10,000 against the Acquired Assets or in a claim in excess of $10,000 against Purchaser as transferee or owner of the Acquired Assets: (a) the Seller has filed or has caused to be filed on a timely basis all Tax Returns that are or were required to be filed with respect to the Acquired Assets; (b) all such Tax Returns accurately reflect all liabilities required to be reflected thereon; and (c) all Taxes due and payable by the Seller with respect to the Acquired Assets shown in such Tax Returns have been paid. 4.7 Employees and Related Matters. (a) Schedule 4.7(a) sets forth a complete and correct list of all Employee Benefit Plans maintained or contributed to by the Seller or any ERISA Affiliate in respect of or for the benefit of Employees (the "Seller Benefit Plans"). The Seller has made available to Purchaser a copy of each of the Seller Benefit Plans. (b) Schedule 4.7(b) sets forth a complete and correct list of all Employees, including their position, length of employment with the Seller and current salary or hourly rate. 8
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(c) Except as set forth on Schedule 4.7(c), (i) none of the Employees are represented by a labor union or labor organization; (ii) the Seller is not subject and is not party to any collective bargaining agreement covering any Employee; (iii) there are no labor strikes, slowdowns, work stoppages or lockouts currently pending or, to the Seller's knowledge, threatened against the Seller with respect to any Employees, except as would not have a Material Adverse Effect; (iv) to the Seller's knowledge, during the two years preceding the date of this Agreement, there have not been any labor union organizational campaigns by or directed at any Employees; (v) there is no unfair practice complaint pending against the Seller with respect to any Employees or, to the Seller's knowledge, threatened before the National Labor Relations Board or any other Governmental Entity; (vi) there is no grievance regarding unfair labor practices or collective bargaining pending against or involving the Seller with respect to any Employees; and (vii) to the Seller's knowledge, none of the Employees have asserted any claim against the Seller. 4.8 Brokerage Fees. No Person acting on behalf of the Seller is entitled to any brokerage or finder's fee or commission in connection with the transactions contemplated by this Agreement. 4.9 Claims, Litigation and Disputes. Except as set forth on Schedule 4.9 and for the Chapter 11 Cases, there is no pending proceeding before a Governmental Entity adversely affecting (a) the Seller's ability to perform its obligations hereunder or (b) the ownership, use, maintenance or operation of the Acquired Assets by the Seller, that in any such case if determined adversely to the Seller, would reasonably be expected to have a Material Adverse Effect. 4.10 Compliance With Laws. Except as disclosed on Schedule 4.10, the Seller is in compliance with all material Laws applicable to the Business and the operation and ownership of the Acquired Assets, except in any such case where the failure to be in compliance would not have a Material Adverse Effect. Except as disclosed on Schedule 4.10, to the Seller's knowledge, the Seller has not received any written notice within the past 12 months relating to violations or alleged violations or defaults under any applicable Law or Order, where the failure to cure would result in a Material Adverse Effect. 4.11 Third Party Licenses and Intellectual Property. To the Seller's knowledge, other than the Technology License Agreement and the name "Southwest Laminates," no other Third Party license or intellectual property is necessary to operate the Acquired Assets in the same manner in which the Seller operates the Acquired Assets as of the date of this Agreement. 4.12 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS, NEITHER THE SELLER NOR ANY OF ITS AFFILIATES MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED ASSETS (INCLUDING THE VALUE, CONDITION OR USE OF ANY ACQUIRED ASSET) OR OTHERWISE WITH RESPECT TO ANY OTHER INFORMATION PROVIDED TO PURCHASER, WHETHER ON BEHALF OF THE SELLER OR ITS AFFILIATES, INCLUDING AS TO (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR (B) THE PROBABLE SUCCESS OR PROFITABILITY OF THE 9
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OWNERSHIP, USE OR OPERATION OF THE ACQUIRED ASSETS BY PURCHASER AFTER THE CLOSING. The Seller makes no representations or warranties with respect to any oral or written estimates, projections, forecasts or forward-looking information provided to Purchaser. There is no assurance that any estimated, projected or forecasted results will be achieved. Neither the Seller nor any other Person will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser's use of, any such information, including any information, document or material made available to Purchaser in "data rooms," management presentations, functional "break out" discussions, site visits, responses to questions submitted by or on behalf of Purchaser, whether orally or in writing, or in any other form in expectation of the transactions contemplated by this Agreement. 4.13 Survival of Representations and Warranties. None of the representations or warranties of the Seller set forth in this Agreement shall survive the Closing. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to the Seller as follows: 5.1 Organization, Standing and Power. Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas, has the requisite power and authority to conduct its business as currently conducted and as contemplated by this Agreement. 5.2 Authority. Purchaser has all requisite power and authority necessary to execute this Agreement and the Ancillary Documents to which it is or will be a party (the "Purchaser Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action of Purchaser, and the execution and performance of the Purchaser Ancillary Agreements will be authorized by all necessary action prior to Closing. This Agreement constitutes, and upon execution each of the Purchaser Ancillary Agreements will constitute, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, such enforcement subject to bankruptcy, insolvency, reorganization, moratorium, or similar laws of general application affecting creditors' rights and the application of general principles of equity. 5.3 No Breach or Conflict. Neither the execution, delivery or performance of this Agreement and the Purchaser Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby will (a) cause Purchaser to breach any Law or Order or (b) conflict with or result in a violation of the organizational documents or bylaws of Purchaser. 5.4 Claims, Litigation and Disputes. There is no claim or litigation or investigative proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser which (a) in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereunder and under the Purchaser Ancillary Agreements or (b) would materially

10
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affect Purchaser's ability to perform its obligations hereunder and under the Purchaser Ancillary Agreements. 5.5 Consents and Approvals. The execution, delivery and performance of this Agreement and the Purchaser Ancillary Agreements do not and will not require the consent or approval of, or filing with, any Governmental Entity or any other Person, except (a) as may be required to be obtained by the Purchaser after the Closing in order to own or operate any of the Acquired Assets; (b) for entry of the Sale Order by the Bankruptcy Court or (c) for such consents, approvals and filings, of which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby and thereby. 5.6 Financing. Purchaser has, and at the Closing will have, the cash on hand or available under existing credit facilities to provide all funds necessary to consummate the transactions contemplated hereby and in the Ancillary Documents, to pay all of its related fees and expenses, to satisfy any applicable requirement relating to financial capacity or capital imposed by any Governmental Entity in any state in which Purchaser will conduct its business from and after the Closing Date. Purchaser has no reason to believe that such available cash shall not be available, and Purchaser has not made any material misrepresentation in connection with obtaining any financing commitments. 5.7 Brokerage Fees. No Person or other entity acting on behalf of Purchaser is entitled to any brokerage or finder's fee or commission in connection with the transactions contemplated by this Agreement or the Purchaser Ancillary Agreements. 5.8 Purchaser's Investigation. Purchaser represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted, and will complete prior to the Closing, due diligence regarding, inter alia, the Business (including the Southwest Lamination Facility), the Acquired Assets and the Assumed Obligations, which investigation included evaluation of the condition and performance of the Acquired Assets. Purchaser acknowledges that as of the date hereof, Purchaser has no knowledge of any Material Adverse Effect. Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges that it is accepting the Acquired Assets under the terms of this Agreement and in their present condition and locations and with their present operating capabilities. Purchaser acknowledges that the Seller makes no warranty, express or implied, as to the condition of the Acquired Assets except as expressly set forth in this Agreement. Purchaser has not relied upon, and the Seller shall not be liable for or bound in any manner by, any express or implied oral or written information, warranties, guarantees, promises, statements, inducements, representations or opinions pertaining to the Business or the Acquired Assets, except as may be contained in this Agreement and certificates delivered hereunder. 5.9 Survival of Representations and Warranties. None of the representations or warranties of Purchaser set forth in this Agreement shall survive the Closing.

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ARTICLE VI COVENANTS OF THE SELLER 6.1 Access and Right of Inspection. The Seller agrees that, prior to the Closing Date, Purchaser shall, upon reasonable notice and so long as such access does not unreasonably interfere with the Seller's business operations, through its authorized officers, employees, agents and representatives (including, without limitation, its counsel and accountants), have reasonable access during normal business hours to all Acquired Assets and shall be entitled to make such reasonable investigation of the properties, businesses and operations of the Seller relating to the Acquired Assets as it reasonably requests; provided that Purchaser shall be bound by and shall comply with the terms of the Confidentiality Agreement with respect to Purchaser's ability to use or disclose any such information; and provided further that no investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser will not contact any employee, customer or supplier of the Seller with respect to this Agreement without the prior written consent of the Seller. Such investigation shall be conducted so as not to unreasonably interfere with the use of the Southwest Lamination Facility by the Seller. Purchaser agrees to repair at its sole cost any material damage to the Southwest Lamination Facility caused by Purchaser's investigation and to indemnify and hold the Seller harmless of and from any claim for physical damages or physical injuries caused by Purchaser's investigation of the Southwest Lamination Facility, and notwithstanding anything to the contrary in this Agreement, such obligations to repair and to indemnify shall survive Closing or any termination of this Agreement. 6.2 Operation of the Acquired Assets Pending the Closing. Subject to any obligations as debtors in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court or except as described on Schedule 6.2 hereto, from the date hereof until the Closing Date, the Seller shall operate the Acquired Assets substantially in the manner as conducted on the date of this Agreement. Without limiting the generality of the foregoing, subject to any obligations as a debtor in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) or except as described on Schedule 6.2 hereto, from the date hereof until the Closing Date, the Seller shall: (a) Use, preserve and maintain the Acquired Assets in the Ordinary Course of Business and not cause material damage to or destruction or loss of any of such Acquired Assets; (b) Continue to maintain the insurance covering the Acquired Assets in effect as of the date of this Agreement; (c) Pay all debts and obligations incurred by it in the operation of the Acquired Assets in the Ordinary Course of Business; (d) Except in the Ordinary Course of Business and except for sales of Equipment, not enter into any agreement or agreements for the sale of a material amount of any of the Acquired Assets; provided that unless any such item of Equipment is no longer necessary for the 12
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operation of the Business, any item of Equipment sold shall be replaced with an item of Equipment of like value and quality; (e) Not, without prior consent of Purchaser, grant any raises or bonuses to Employees, except raises, bonuses or other fringe benefits provided in any key employee retention plan or other employee incentive or severance plan that has been or may be approved by the Bankruptcy Court prior to the Closing; and (f) Not create, assume or permit to exist any Lien upon the Acquired Assets except for Permitted Encumbrances. 6.3 Contract Laminating. From the Closing Date until December 31, 2006, the Seller shall exclusively contract with Purchaser for all of the Seller's laminating requirements in accordance with the following terms: (a) The total contract commission price during such period shall be $0.95 per net yard, which shall include all of Purchaser's costs associated therewith, including without limitation, all laminating costs, inventory storage costs, materials handling costs and any other similar costs; (b) The Seller shall be responsible for all material costs, including foam and all freight costs; (c) The Seller shall exclusively purchase from Purchaser, on a gross yard basis and at prices in effect as of the date of this Agreement, all of the Seller's foam requirements for all products for which Purchaser provides lamination pursuant to this Section 6.3; (d) The Seller shall not be responsible for any additional lamination charges beyond the $0.95 per yard commission price; (e) Payments shall be made on a net 5 days basis; (f) All other terms shall be consistent with the Seller's past practice with respect to the Business; (g) For the avoidance of doubt, the Seller shall remain the vendor of record with respect to all products for which Purchaser provides lamination pursuant to this Section 6.3 and shall remain solely responsible for all fabric quality issues and associated costs, except for those quality issues and associated costs that are caused by Purchaser for which Purchaser shall remain solely responsible; (h) The Seller shall use its commercially reasonable efforts to remove all fabric and other inventory from the Southwest Lamination Facility on or before December 31, 2006, failing which the Seller will pay to Purchaser a commercially reasonable amount for on-going storage on the first day of each month, commencing on January 1, 2007, until such time as such fabric and other inventory has been removed; and

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(i) One executive from each of the Seller and Purchaser shall meet on a monthly basis in order to make reasonable adjustments in the event that Purchaser's actual scrap rates vary from current levels or the Seller is unable to remove all of its fabric and other inventory from the Southwest Lamination Facility on or before December 31, 2006. 6.4 Bankruptcy Actions. As promptly as practicable after the date hereof, the Seller will file with the Bankruptcy Court a motion, supporting papers and a form of Sale Order seeking the Bankruptcy Court's approval of this Agreement and the Seller's performance under this Agreement. The Seller will use commercially reasonable efforts to obtain the Sale Order required for the consummation of the transactions contemplated by this Agreement. 6.5 Rejection of the Lease. As promptly as practicable after the date hereof, the Seller will file with the Bankruptcy Court a motion, supporting papers and form of order seeking the Bankruptcy Court's approval of the Seller's rejection of the Southwest Lamination Facility lease pursuant to section 365 of the Bankruptcy Code, with such rejection to be effective as of the Closing Date. 6.6 Further Assurances. The Seller shall execute such documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the transactions contemplated hereby (including, to the extent applicable, granting to Purchaser a nontransferable, nonexclusive, royalty-free license to use Intellectual Property that is (a) not included in the Acquired Assets, (b) owned by the Seller and (c) required by Purchaser to operate the Acquired Assets in a manner consistent with the way in which the Business operated the Acquired Assets as of the date of this Agreement); provided that the Seller shall not be obligated to incur or be liable for any expense, cost or obligation in connection therewith. The Seller shall use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions set forth in Article VIII of this Agreement. 6.7 Technology License Agreement. The Seller shall use its commercially reasonable efforts to obtain, prior to the Closing, (a) the consent of R.H. Wyner Associates, Inc. to the assignment of the Technology License Agreement and (b) a waiver by R.H. Wyner Associates, Inc. of its termination rights and its equipment removal rights under Sections 3(a) and (b), respectively, of the Technology License Agreement; provided that in neither case shall the Seller be required to pay any expense or fee in connection therewith. 6.8 Delivery of Schedules to Agreement. The Seller has provided Purchaser with the Schedules as identified in this Agreement. The Seller shall be permitted to deliver updated Schedules to this Agreement which updated Schedules shall be deemed to modify the representations and warranties of the Seller set forth in this Agreement unless such changes would have a Material Adverse Effect. Other than the covenants set forth in (a) the last sentence of Section 6.1, (b)Section 6.3 and (c) Article XII (that shall survive the Closing), all covenants of the Seller set forth in this Article VI shall lapse at, and be of no further force or effect following, the Closing.

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ARTICLE VII COVENANTS OF PURCHASER 7.1 Assumed Obligations. Subsequent to the Closing, Purchaser agrees to pay, perform and discharge the Assumed Obligations as they become due, and shall indemnify and hold the Seller harmless with respect to the Assumed Obligations. 7.2 Confidentiality. Purchaser covenants and agrees that for a period of two years after the date of the Closing, it will not, directly or indirectly, except in connection with the transactions contemplated hereby or to the extent required by Law, regulatory process or proceeding or Order (provided prior timely notice has been provided to the Seller to permit the Seller to limit such disclosure or to seek appropriate protective orders), make use of or divulge, or permit any of its agents or employees to make use of or divulge, nonpublic information concerning the business, financial or other affairs of or any of the methods of doing business used by the Seller or any of its Affiliates. The obligations contained in this Section 7.2 are in addition to and independent of the obligations contained in the Confidentiality Agreement. 7.3 Further Assurances. Purchaser shall execute such documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the transactions contemplated hereby. Purchaser shall use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions set forth in Article IX of this Agreement. 7.4 Intellectual Property. Purchaser shall promptly return to the Seller and shall not use any Intellectual Property (other than the Technology License Agreement and the name "Southwest Laminates"), including any Third Party Intellectual Property, or any trademarks of which Purchaser acquires possession in connection with the Acquired Assets unless such Intellectual Property (a) is the subject of a license to Purchaser from the Seller that has been rightfully transferred to Purchaser or (b) is related exclusively to the Acquired Assets. 7.5 Deposits. Prior to the 5th day following the Closing Date, Purchaser shall replace all of the Seller's security, vendor, utility and other similar deposits related to the Acquired Assets (collectively, "Seller's Deposits") with Purchaser's deposits and Purchaser shall use commercially reasonable efforts to cause the Seller to be released from all liability under the Seller's Deposits for events which occur on and after the Closing Date. To the extent any Seller's Deposits are sent to Purchaser rather than the Seller, Purchaser shall promptly remit the same to the Seller. 7.6 Commercially Reasonable Efforts. Purchaser shall use all commercially reasonable efforts to (a) obtain all consents and approvals of all Governmental Entities required to be obtained by Purchaser to effect the transactions contemplated by this Agreement, and (b) take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable Law, to consummate and make effective in an expeditious manner the transactions contemplated hereby. 7.7 Adequate Assurances Regarding Required Orders. Purchaser agrees that it will promptly take all actions as are reasonably requested by the Seller to assist in obtaining the Bankruptcy Court's entry of the Sale Order, including, without limitation, furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and 15
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making Purchaser's employees and representatives available to testify before the Bankruptcy Court upon reasonable prior notice. All of Purchaser's covenants set forth in this Article VII and under Article XII shall survive the Closing. ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligations of Purchaser under this Agreement are, at the option of Purchaser, subject to satisfaction of the following conditions precedent on or before the Closing Date. 8.1 Warranties True as of Closing Date; Covenants. (a) Each of the representations and warranties of the Seller contained herein shall be true and correct in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct as of that date in all material respects) with the same force and effect as though made on and as of the Closing Date, except for such breaches that would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as would not have a Material Adverse Effect, the Seller shall have performed and complied with the obligations and covenants required by this Agreement to be performed or complied with by the Seller on or prior to the Closing Date. (c) Purchaser shall have been furnished a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth in this Section 8.1. 8.2 Bankruptcy Condition. The Sale Order shall have been entered by the Bankruptcy Court. If the Sale Order shall have been appealed from, Purchaser agrees to consummate the sale notwithstanding the pendency of such appeal, provided that no stay thereof shall be in effect. 8.3 Approvals. All authorizations, consents, filings and approvals necessary to permit the Seller to perform the transactions contemplated hereby shall have been duly obtained, made or given, shall be in form and substance reasonably satisfactory to Purchaser, shall not be subject to the satisfaction of any condition that has not been satisfied or waived and shall be in full force and effect. All terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the transactions contemplated under this Agreement, if any, shall have occurred. 8.4 Litigation. No Order shall have been issued restricting, prohibiting or staying the consummation of the transactions contemplated by this Agreement. 8.5 Instruments of Conveyance and Transfer; Title. The Seller shall have delivered to Purchaser such bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to 16
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Purchaser and its counsel, as are effective to vest in Purchaser good and marketable title to all of the Seller's interest in the Acquired Assets free and clear of any Liens. 8.6 Consent to Assignment. R.H. Wyner Associates, Inc. shall have delivered its consent to the assignment of the Technology License Agreement and have waived its termination right under Section 3(a) and its equipment removal rights under Section 3(b) of the Technology License Agreement. 8.7 Amendment of Permit. The Seller shall have obtained an amendment to Permit No. 38517 issued by the Texas Commission on Environmental Quality in a manner mutually acceptable to Purchaser and the Seller, including, without limitation, providing for the elimination of the maximum achievable control technology requirement. 8.8 Visible Emissions. The Seller shall have demonstrated to Purchaser that visible emissions from the Acquired Assets do not exceed the opacity limit set forth in 30 TEX. ADMIN. CODE 111.111(a)(1)(B). 8.9 The Seller's Deliveries. The Seller shall have executed and delivered to Purchaser the Seller Ancillary Agreements and other documents referred to in Section 10.2. ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER The obligations of the Seller under this Agreement are, at the option of the Seller, subject to the satisfaction of the following conditions precedent on or before the Closing Date. 9.1 Warranties True as of Closing Date; Covenants. (a) Each of the representations and warranties of Purchaser contained herein shall be true and correct in all material respects (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct as of that date in all material respects) with the same force and effect as though made by Purchaser on and as of the Closing Date. (b) Purchaser shall have performed and complied, in all material respects, with the obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date. (c) The Seller shall have been furnished a certificate (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by Purchaser certifying as to the fulfillment of the conditions set forth in this Section 9.1. 9.2 Approvals. All authorizations, consents, filings and approvals necessary to permit Purchaser to perform the transactions contemplated hereby shall have been duly obtained, made or given, shall be in form and substance reasonably satisfactory to the Seller, shall not be subject to the satisfaction of any condition that has not been satisfied or waived and shall be in full force and effect. All terminations or expirations of waiting periods imposed by any Governmental 17
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Entity necessary for the transactions contemplated under this Agreement, if any, shall have occurred. 9.3 Bankruptcy Condition. The Sale Order shall have been entered by the Bankruptcy Court. If the Sale Order shall have been appealed from, the Seller agrees to consummate the sale notwithstanding the pendency of such appeal, provided that no stay thereof shall be in effect. 9.4 Payment. Purchaser shall have paid the Purchase Price in accordance with Section 3.1 hereof. 9.5 Litigation. No Order shall have been issued restricting, prohibiting or staying the consummation of the transactions contemplated by this Agreement. 9.6 Purchaser Documents. The Seller shall have received all documents it may reasonably request relating to the existence of Purchaser and the authority and ability of Purchaser to execute this Agreement and the Purchaser Ancillary Agreements and to perform its obligations hereunder and thereunder, all in form and substance reasonably satisfactory to the Seller. 9.7 Purchaser's Deliveries. Purchaser shall have executed and delivered to the Seller the Purchaser Ancillary Agreements and other documents referred to in Section 10.3 hereof. ARTICLE X CLOSING 10.1 Closing. Provided that the Sale Order shall have been entered and no stay with respect thereto shall be in effect, the Closing shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 or at such other place as may be mutually agreed upon by Purchaser and the Seller and on a date and time (the "Closing Date") to be mutually agreed upon by Purchaser and the Seller, but in no event later than 10 days after the Sale Order shall have been entered. 10.2 Deliveries by the Seller. At the Closing, the Seller will deliver the following to Purchaser: (a) a Bill of Sale in the form attached hereto as Exhibit D duly executed by the Seller; (b) an assignment, in form satisfactory to Purchaser, of the Technology License Agreement (together with the waiver by the licensor of its termination right under Section 3(a) and the equipment removal rights under Section 3(b) of the Technology License Agreement); (c) an order of the Bankruptcy Court rejecting the lease of the Southwest Lamination Facility; (d) an amendment to Permit No. 38517 issued by the Texas Commission on Environmental Quality in a mutually acceptable form, including, without limitation, the elimination of the maximum achievable control technology requirement; and (e) a certificate executed on behalf of the Seller by the Seller's Secretary or Assistant Secretary certifying as to the incumbency, and authenticating the signatures of, officers executing this Agreement, the Seller Ancillary Agreements and any certificates delivered hereunder or thereunder on behalf of the Seller, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing the Seller's execution, delivery and performance of this Agreement and the Seller Ancillary Agreements. 18
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10.3 Deliveries by Purchaser. At the Closing, Purchaser will deliver the following: (a) the Purchase Price payable at Closing pursuant to and in accordance with Section 3.1 and (b) a certificate executed on behalf of Purchaser by Purchaser's Secretary or Assistant Secretary certifying as to the incumbency, and authenticating the signatures of, officers executing this Agreement, the Purchaser Ancillary Agreements and any certificates delivered hereunder or thereunder on behalf of Purchaser, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing Purchaser's execution, delivery and performance of this Agreement and the Purchaser Ancillary Agreements. ARTICLE XI TERMINATION 11.1 Termination. This Agreement may be terminated prior to the Closing as follows: (a) by mutual written agreement of Purchaser and the Seller; (b) by either Purchaser or the Seller if there shall be in effect a final nonappealable court order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (c) by either Purchaser or the Seller (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the representations or warranties set forth in this Agreement on the part of the other party, which breach is not cured within 30 days following written notice to the party committing such breach or which breach, by its nature, cannot be cured prior to the Closing, and which breach, individually or together with all other such breaches, would have a Material Adverse Effect, in the case of breaches by the Seller, or a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby, in the case of breaches by Purchaser; (d) by Purchaser if it shall have reasonably determined that one or more conditions set forth in Article VIII cannot be fulfilled or satisfied prior to the date specified in Section 11.1(g) below; provided that the right to terminate this Agreement pursuant to this Section 11.1(d) shall not be available to Purchaser if any action of Purchaser or the failure of Purchaser to perform any of its obligations under this Agreement or required to be performed at or prior to the Closing Date has been the cause of, or resulted in, the failure of one or more conditions set forth in Article VIII not being fulfilled or satisfied prior to the date specified in Section 11.1(g); (e) by the Seller if it shall have reasonably determined that one or more conditions set forth in Article IX cannot be fulfilled or satisfied prior to the date specified in Section 11.1(g) below; provided that the right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to the Seller if any action of the Seller or the failure of the Seller to perform any of its obligations under this Agreement or required to be performed at or prior to the Closing Date has been the cause of, or resulted in, the failure of one or more conditions set forth in Article IX not being fulfilled or satisfied prior to the date specified in Section 11.1(g); 19
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(f) by Purchaser or the Seller if the Seller enters into and consummates an Alternative Transaction; or (g) by Purchaser or the Seller, if the Closing shall not have been consummated on or prior to October 1, 2006 (or by such later date as shall be mutually agreed to by Purchaser and the Seller in writing, which consent shall not be unreasonably withheld), unless the failure of such occurrence shall be due to the failure of Purchaser (if Purchaser is terminating) or the Seller (if the Seller is terminating) to perform or observe their respective agreements as set forth in this Agreement required to be performed or observed by such party on or before the Closing Date. 11.2 Effect of Termination and Break-Up Fee.

(a) If this Agreement is terminated in accordance with Section 11.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except (a) for this Section 11.2, (b) for the provisions of Sections 3.2, 13.1, 13.2, 13.7, 13.8, 13.9, 13.10, 13.13, 13.14 and 13.15 hereof, (c) for the provisions of Section 6.1 relating to the obligation of Purchaser to keep confidential and not to use certain information and data obtained from the Seller and to return documents to the Seller and (d) that the termination of this Agreement for any cause shall not relieve any party hereto from any liability which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination. (b) In the event that the Seller accepts an Alternative Transaction and this Agreement is terminated under Section 11.1(f), the Seller shall pay to Purchaser an amount equal to four percent (4%) of the Purchase Price (the "Break-Up Fee"). The Break-Up Fee shall be paid by the Seller concurrently with consummation of the Alternative Transaction, by wire transfer of immediately available funds to an account to be designated by Purchaser. The Break-Up Fee required to be made pursuant to this Section 11.2(b) shall constitute an allowed administrative expense under Section 503(b)(1) of the Bankruptcy Code, but shall be payable solely as set forth in this Section 11.2(b). ARTICLE XII ADDITIONAL COVENANTS 12.1 Employees.

(a) The Seller shall terminate the employment of all Employees effective as of the Closing Date. Purchaser shall offer employment to at least 50% of such terminated salaried Employees and at least 80% of such terminated hourly Employees. The terminated Employees who accept such offers of employment are referred to collectively herein as the "Rehired Employees". Two weeks prior to the Closing Date, Purchaser shall provide a list to the Seller of those Employees to whom it will offer employment. (b) The employment of the Rehired Employees by Purchaser shall be on substantially the same terms of employment offered by Purchaser to other employees in similar positions of Purchaser in El Paso, Texas. 20
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(c) Purchaser shall provide the Rehired Employees with the right to elect (on their own behalf and on behalf of their respective eligible qualified beneficiaries) to participate in a health care plan which provides no waiting period prior to coverage and a waiver of pre existing conditions. (d) C&A shall provide distributions to the terminated Employees under C&A's pension and 401(k) plans in accordance with the terms of such plans. 12.2 Joint Post-Closing Covenant of Purchaser and the Seller. Purchaser and the Seller jointly covenant and agree that, from and after the Closing Date, Purchaser and the Seller will each use commercially reasonable efforts to cooperate with each other in connection with any action, suit, proceeding, investigation or audit of the other relating to (a) the preparation of an audit of any of the Seller's or Purchaser's Tax Returns for all periods prior to or including the Closing Date, and (b) any audit of Purchaser and/or any audit of the Seller with respect to the sales, transfer and similar taxes imposed by the laws of any state or political subdivision thereof, relating to the transactions contemplated by this Agreement. In furtherance hereof, Purchaser and the Seller further covenant and agree to promptly respond to all reasonable inquiries related to such matters and to provide, to the extent reasonably possible, substantiation of transactions and to make available and furnish appropriate documents and personnel in connection therewith. All costs and expenses incurred in connection with this Section 12.2 referred to herein shall be borne by the party who is subject to such action. 12.3 Books and Records. For a period of six years after the Closing Date (or such longer period as may be required by any Governmental Entity or ongoing claim): (a) Neither party shall dispose of or destroy any of the business records and files relating to the Acquired Assets pertaining to the period preceding the Closing Date. If either party wishes to dispose of or destroy such records and files after that time, the party proposing such disposition or destruction shall first give 30 days' prior written notice to the other party, and such other party shall have the right, at its option and expense, upon prior written notice to the notifying party within such 30-day period, to take possession of the records and files within 15 days after the date of such notice. Each party shall bear the costs associated with preserving these records in its possession. (b) Each party (the "requested party") shall allow the other party (the "requesting party") and any of its directors, officers, employees, counsel, representatives, accountants and auditors reasonable access to all employees and files of the requested party relating to the Acquired Assets for the period preceding the Closing Date which are reasonably required by the requesting party in anticipation of, or preparation for, any existing or future Legal Proceeding involving the requesting party or any of its Affiliates or tax return preparation, during regular business hours and upon reasonable notice at the requested party's principal place of business or at any location where such records are stored, and the requesting party shall have the right, at its own expense, to make copies of any such records and files; provided that any such access or copying shall be had or done in such a manner so as not to interfere with the normal conduct of the requested party's business or operations.

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(c) Purchaser shall allow the Seller and any of its representatives reasonable access, during regular business hours and upon reasonable notice, to all Excluded Records for the purpose of copying or removing such Excluded Records. 12.4 Certain Consents.

(a) Notwithstanding anything to the contrary herein, the Seller shall not be required to incur any liability for any expenses, costs or obligations on account of consents required from any Third Party in connection with this Agreement or the transactions contemplated hereby, including, without limitation, the Material Consents, other than the Seller's professional fees incurred in connection with the negotiation and preparation of this Agreement and the applications for the Sale Order. If a consent of a Third Party which is required in order to assign any Acquired Asset (or claim, right or benefit arising thereunder or resulting therefrom) or Assumed Obligation is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of the Seller to convey its interest in question to Purchaser, the Seller will cooperate with Purchaser and use commercially reasonable efforts in any lawful arrangement to provide that Purchaser shall receive the Seller's interest in the benefits of such Acquired Asset; provided that the Seller shall not be required to make any payment in connection therewith. If any consent or waiver is not obtained before the Closing Date and the Closing is nevertheless consummated, the Seller agrees to continue to use commercially reasonable efforts to obtain all such consents as have not been obtained prior to such date. (b) Notwithstanding anything to the contrary herein, the Seller shall not be required to incur any liability for any expense, cost or obligation in order to satisfy any governmental requirement except for the payment of filing fees. ARTICLE XIII MISCELLANEOUS 13.1 Expenses. Except as provided in Section 12.4 hereof, each party hereto shall bear its own costs and expenses, including attorneys' fees, with respect to the transactions contemplated hereby. Notwithstanding the foregoing, in the event of any action or proceeding to interpret or enforce this Agreement, the prevailing party in such action or proceeding (i.e., the party who, in light of the issues contested or determined in the action or proceeding, was more successful) shall be entitled to have and recover from the non-prevailing party such costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees) as the prevailing party may incur in the pursuit or defense thereof. 13.2 Liquidated Damages. In the event that Purchaser breaches the Confidentiality Agreement, the Seller shall be entitled to exercise all other rights existing in its favor against Purchaser or any other Person. The parties hereto agree and acknowledge that Purchaser's breach of any term or provision of the Confidentiality Agreement shall materially and irreparably harm the Seller, that money damages shall accordingly not be an adequate remedy for any breach of the provisions of the Confidentiality Agreement by Purchaser and that the Seller in its sole discretion and in addition to any other remedies it may have at law or in equity may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for 22
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specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of the Confidentiality Agreement. 13.3 Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument signed by all of the parties to this Agreement. 13.4 Notices. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person, (b) on the date of transmission if sent by telex, telecopy or other wire transmission (with answer back confirmation of such transmission), (c) upon delivery, if delivered by a nationally known commercial courier service providing next day delivery service (such as Federal Express), or (d) upon delivery, or refusal of delivery, if deposited in the U.S. mail, certified or registered mail, return receipt requested, postage prepaid: If to the Seller, addressed as follows: Collins & Aikman Corporation 250 Stephenson Highway Troy, Michigan 48083 Attn: General Counsel Telephone: (248) 824-1762 Facsimile: (248) 824-1882 with copies to: Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 Attn: Ray C. Schrock Telephone: (312) 861-2000 Facsimile: (312) 861-2200 Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 Attn: Michael S. Stamer Stephen B. Kuhn Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn: Harold S. Novikoff Telephone: (212) 403-1249 Facsimile: (212) 403-2249

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If to Purchaser, addressed as follows: SW Foam, L.P. c/o Woodbridge Ventures, Inc. 4240 Sherwoodtowne Blvd. Mississauga, Ontario Canada L4Z 2G6 Attn: Corporate Secretary Telephone: (905) 896-3626 Facsimile: (905) 949-6119 with a copy to: Andrews Kurth LLP 1717 Main Street, Suite 3700 Dallas, Texas 75201 Attn: Jason S. Brookner Telephone: (214) 659-4457 Facsimile: (214) 659-4829 or to such other individual or address as a party hereto may designate for itself by notice given as herein provided. 13.5 Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty. 13.6 Counterparts and Execution. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original. 13.7 Headings. The headings preceding the text of the Articles and Sections of this Agreement and the Schedules hereto are for convenience only and shall not be deemed part of this Agreement. 13.8 APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT (AND ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND DELIVERED PURSUANT TO THE TERMS AND PROVISIONS HEREOF (COLLECTIVELY, THE "ANCILLARY DOCUMENTS")) SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE BANKRUPTCY CODE AND TO THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY CODE, THE LAWS OF THE STATE OF MICHIGAN APPLICABLE TO AGREEMENTS MADE AND TO BE 24
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PERFORMED WHOLLY WITHIN SUCH JURISDICTION. PURCHASER AND THE SELLER FURTHER AGREE THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (A) THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT; AND/OR (B) THE ACQUIRED ASSETS AND/OR ASSUMED OBLIGATIONS AND PURCHASER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION; PROVIDED THAT IF THE BANKRUPTCY COURT REFUSES TO ACCEPT JURISDICTION OVER ANY SUCH DISPUTE, THEN ANY STATE OR FEDERAL COURT LOCATED IN MICHIGAN SHALL HAVE JURISDICTION OVER SUCH DISPUTE AND PURCHASER AND THE SELLER HEREBY CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH CASE. 13.9 Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (a) that Purchaser may assign any of its rights (but not its obligations) hereunder to any Affiliate or wholly-owned subsidiary, (b) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (c) the rights and interests hereunder may be assigned to a trustee appointed under chapter 11 or chapter 7 of the Bankruptcy Code, (d) this Agreement may be assigned to any entity appointed as successor to the Seller pursuant to a confirmed chapter 11 plan and (e) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 13.10 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon Third Parties any rights, remedies, claims, or causes of action. 13.11 Tax Matters. (a) In the event that section 1146(c) of the Bankruptcy Code does not apply to the transactions contemplated hereby, Purchaser shall be responsible for the timely payment of all sales, use, transfer (including, without limitation, documentary transfer, stamp and like taxes) and similar taxes payable in connection with the consummation of the transactions contemplated by this Agreement and the sale and transfer of the Acquired Assets to Purchaser or its designee. (b) Not later than 30 days after the Closing Date, Purchaser and the Seller shall negotiate and determine in good faith an allocation of the Purchase Price among the Acquired Assets (the "Allocation") which shall be conclusive and final for all purposes of this Agreement. Purchaser and the Seller shall each report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocation including, but not limited to, the preparation and filing of Form 8594 under section 1060 of the Code (or any comparable provisions of state or local tax law) with their respective federal, state and local income Tax Returns for the taxable year that includes the Closing Date. 25
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13.12 Termination of Representations, Warranties and Covenants. All representations and warranties made by the Seller and Purchaser in this Agreement shall terminate on the Closing Date upon the purchase of the Acquired Assets by Purchaser and neither the Seller nor Purchaser shall have any liability after the Closing Date for any breach of any representation or warranty. Except as set forth in Sections 12.4(b), 13.4, 13.14 and the last sentence of Article VI, all covenants of the Seller shall lapse at, and be of no further force and effect following, the Closing. 13.13 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to this Agreement to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. 13.14 Public Announcements. Except as required by law or in connection with the Chapter 11 Cases, neither the Seller nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto relating to the contents and manner of presentation and publication thereof, which approval will not be unreasonably withheld or delayed. Prior to making any public disclosure required by applicable law, the disclosing parties shall give the other party a copy of the proposed disclosure and reasonable opportunity to comment on the same. 13.15 Entire Understanding. This Agreement, the Exhibits and the Schedules hereto set forth the entire agreement and understanding of the parties hereto in respect to the transactions contemplated hereby and the Agreement, the Exhibits and the Schedules hereto supersede all prior agreements, arrangements and understandings relating to the subject matter hereof and are not intended to confer upon any other person any rights or remedies hereunder. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement, the Exhibits and the Schedules. * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written. PURCHASER: SW FOAM, L.P. By: Woodbridge Ventures Inc. Its: General Partner By:____________________________________ Name: Title: By:____________________________________ Name: Title: SELLER: SOUTHWEST LAMINATES, INC. By:_____________________________________ Name: Title:

FOR PURPOSES OF SECTION 6.3 ONLY:

COLLINS & AIKMAN CORPORATION By:_____________________________________ Name: Title:

TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ...............................................1 1.1 Definitions................................................................................................................1 1.2 Rules of Construction ..............................................................................................5 ARTICLE II PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES ..............6 2.1 Purchase and Sale of Assets.....................................................................................6 2.2 Assignment and Assumption of Assumed Obligations ...........................................6 2.3 Excluded Assets .......................................................................................................6 2.4 No Other Liabilities Assumed .................................................................................6 ARTICLE III PURCHASE PRICE AND PAYMENT ...................................................................7 3.1 Payment of Purchase Price.......................................................................................7 3.2 Right to Market; Alternative Transaction ................................................................7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER..........................7 4.1 Organization, Standing and Power ..........................................................................7 4.2 Authority. .................................................................................................................7 4.3 No Breach or Conflict..............................................................................................8 4.4 Assets. ......................................................................................................................8 4.5 Material Consents ....................................................................................................8 4.6 Taxes ........................................................................................................................8 4.7 Employees and Related Matters...............................................................................8 4.8 Brokerage Fees.........................................................................................................9 4.9 Claims, Litigation and Disputes...............................................................................9 4.10 Compliance With Laws............................................................................................9 4.11 Third Party Licenses and Intellectual Property........................................................9 4.12 Disclaimer ................................................................................................................9 4.13 Survival of Representations and Warranties..........................................................10 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER .........................10 5.1 Organization, Standing and Power ........................................................................10 5.2 Authority ................................................................................................................10 5.3 No Breach or Conflict............................................................................................10 5.4 Claims, Litigation and Disputes.............................................................................10 5.5 Consents and Approvals ........................................................................................11 5.6 Financing................................................................................................................11 5.7 Brokerage Fees.......................................................................................................11 5.8 Purchaser's Investigation........................................................................................11 5.9 Survival of Representations and Warranties..........................................................11 ARTICLE VI COVENANTS OF THE SELLER..........................................................................12 6.1 Access and Right of Inspection..............................................................................12 6.2 Operation of the Acquired Assets Pending the Closing.........................................12 6.3 Contract Laminating ..............................................................................................13 i
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6.4 6.5 6.6 6.7 6.8

Bankruptcy Actions ...............................................................................................14 Rejection of the Lease............................................................................................14 Further Assurances.................................................................................................14 Technology License Agreement ............................................................................14 Delivery of Schedules to Agreement .....................................................................14

ARTICLE VII COVENANTS OF PURCHASER ........................................................................15 7.1 Assumed Obligations .............................................................................................15 7.2 Confidentiality .......................................................................................................15 7.3 Further Assurances.................................................................................................15 7.4 Intellectual Property...............................................................................................15 7.5 Deposits..................................................................................................................15 7.6 Commercially Reasonable Efforts .........................................................................15 7.7 Adequate Assurances Regarding Required Orders................................................15 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER ............16 8.1 Warranties True as of Closing Date; Covenants....................................................16 8.2 Bankruptcy Condition............................................................................................16 8.3 Approvals...............................................................................................................16 8.4 Litigation................................................................................................................16 8.5 Instruments of Conveyance and Transfer; Title.....................................................16 8.6 Consent to Assignment ..........................................................................................17 8.7 Amendment of Permit............................................................................................17 8.8 Visible Emissions...................................................................................................17 8.9 The Seller's Deliveries ...........................................................................................17 ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER ...............17 9.1 Warranties True as of Closing Date; Covenants...................................................17 9.2 Approvals...............................................................................................................17 9.3 Bankruptcy Condition............................................................................................18 9.4 Payment..................................................................................................................18 9.5 Litigation................................................................................................................18 9.6 Purchaser Documents.............................................................................................18 9.7 Purchaser's Deliveries ............................................................................................18 ARTICLE X CLOSING ................................................................................................................18 10.1 Closing ...................................................................................................................18 10.2 Deliveries by the Seller..........................................................................................18 10.3 Deliveries by Purchaser .........................................................................................19 ARTICLE XI TERMINATION.....................................................................................................19 11.1 Termination............................................................................................................19 11.2 Effect of Termination and Break-Up Fee ..............................................................20 ARTICLE XII ADDITIONAL COVENANTS .............................................................................20 12.1 Employees..............................................................................................................20 12.2 Joint Post-Closing Covenant of Purchaser and the Seller......................................21 ii
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12.3 12.4

Books and Records ................................................................................................21 Certain Consents ....................................................................................................22

ARTICLE XIII MISCELLANEOUS ............................................................................................22 13.1 Expenses ................................................................................................................22 13.2 Liquidated Damages ..............................................................................................22 13.3 Amendment............................................................................................................23 13.4 Notices ...................................................................................................................23 13.5 Waivers ..................................................................................................................24 13.6 Counterparts and Execution...................................................................................24 13.7 Headings ................................................................................................................24 13.8 APPLICABLE LAW AND JURISDICTION .......................................................24 13.9 Binding Nature; Assignment..................................................................................25 13.10 No Third Party Beneficiaries .................................................................................25 13.11 Tax Matters. ...........................................................................................................25 13.12 Termination of Representations, Warranties and Covenants.................................26 13.13 Construction...........................................................................................................26 13.14 Public Announcements ..........................................................................................26 13.15 Entire Understanding .............................................................................................26 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Acquired Assets Assumed Obligations Sale Order Bill of Sale

SCHEDULES 4.5 4.6 4.7(a) 4.7(b) 4.7(c) 4.9 4.10 6.2 Material Consents Taxes the Seller Benefit Plans Employees Employee Issues Claims, Litigation and Disputes Compliance with Laws Operation of Acquired Assets

iii
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Exhibit A ACQUIRED ASSETS

Machine LAMINATOR #2 J-BOX ACCUMULATOR KRANTZ RETROFIT ON ON LAMINATOR 2 TRIMMER UPGRADE TRIMMERS BURNERS IMPROVEMENTS & UPGRADES LAMINATOR #1 J-BOX ACCUMULATOR TRIMMER INSTALLATION TRIMMER UPGRADE TRIMMERS CENTERING DEVICE STRETCHING & GUIDING UNIT INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH INSPECTION PERCH MINIADEPT FOR TRUMETER TRIM SCRAP SYSTEM WRAPPER SALVAGE TABLE SALVAGE TABLE SALVAGE TABLE SALVAGE TABLE CONVEYOR CONVEYOR SKID LIFTER # Machines 1 1 1 Vendor SHAWMUT ORIGINALES KRANTZ Year 1999 2003

1 1 1

SHAWMUT ORIGINALES KRANTZ

1999 2003

1 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 1 1 1 1

RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING RT ENGINEERING KRANTZ KRANTZ KRANTZ

1999 1999 1999 1998 1998 1998 1997 1997 1997 1997 1997 1997

SHAWMUT SHAWMUT SHAWMUT SHAWMUT SHAWMUT AMERICAN CONVEYOR STERLING CONVEYOR

1998 2002 2002 2002 2002 2000 2005

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AIR COMPRESSOR AIR COMPRESSOR AIR COMPRESSOR AIR COMPRESSOR AIR COMPRESSOR

1 1 1 1 1 # Machines 1 1 1 1 2 2 4 1

SIERRA SIERRA COMPAR HYDROVANE COMPAR HYDROVANE COMPAR HYDROVANE

2005 2005 1999 1999 1999

Machine BATCHER BATCHER RE-ROLL MACHINE PIN TENTER TRACK FORKLIFT PALLET JACK FORKLIFTS SCISSOR LIFT A-FRAMES ROLL HANDLING EQUIPMENT MATERIAL CARTS FLOOR SCRUBBER AIR SCRUBBER/STACK Storage Racks OFFICE/PRODUCTION FLOOR FURNITURE COMPUTER/PRINTER HARDWARE & SOFTWARE (Includes phone system, paging system, copiers, faxes, video conference equipment, rf systems, etc.) LAB EQUIPMENT WEATHEROMETER TEMPERATURE HUMIDITY CHAMBERS WATER PURIFICATION & SPARE CHILLER LARGE LAB OVEN SPECTROPHOTOMETER VESTIL HIGH RISE LIFT SHEARMAN-PEASE PRODUCT SCALE WAN EQUIPMENT BRUSH & SPONGE PILLING TESTER MICROMETERS SNAG TESTER

Vendor COOPER MACHINE COOPER MACHINE McBRIDE MACHINERY NISSAN SHAWMUT NISSAN BISHMAN

Year 2000 2000 1995

1995 1995 2000

1 2/2 2912 Linear ft MONROE 2004

1 2 1 1 1 1 1 1 1 1 1

2
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STEEL TABLE AIR DRYER REPLACEMENT OVEN FREEZER DISHWASHER SCALE FOG CHAMBER LAB EQUIPMENT MISCELLANEOUS DIFRIBILLATOR METAL DOOR

1 1 1 1 1 1 1 1

1 1

3
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Exhibit B ASSUMED OBLIGATIONS 1. The administrative penalty assessed against Southwest Laminates, Inc. by the Texas Commission on Environmental Quality in the amount of $19,795 pursuant to the Agreed Order, Docket No. 2005-1915-AIR-E.

4
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Exhibit C FORM OF SALE ORDER

5
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Exhibit D FORM OF BILL OF SALE THIS BILL OF SALE, dated [________], 2006, is executed and delivered pursuant to that certain Asset Purchase Agreement, dated [________], 2006 (the "Agreement"), among SW Foam, L.P., a Texas limited partnership ("Purchaser"), Southwest Laminates, Inc., a Delaware corporation (the "Seller"), and for purposes of Section 6.3 of the Agreement only Collins & Aikman Corporation, a Delaware corporation. Capitalized terms not otherwise defined in this Bill of Sale have the meanings ascribed to them in the Agreement. Pursuant to the Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (including as set forth in the Agreement), effective as of 10:00 a.m. central time on [_________], 2006, the Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, and Purchaser hereby purchases and acquires from the Seller, all of the Seller's right, title and interest in the Acquired Assets, free and clear of all Liens other than the Assumed Obligations. Solely for the purpose described below, the Seller, for itself, its successors and assigns, irrevocably constitutes and appoints Purchaser, its successors and assigns, and each of them, the true and lawful attorney of the Seller, its successors and assigns, with full power of substitution and gives and grants unto Purchaser, its successors and assigns, and each of them, full power and authority in the name of the Seller, its successors and assigns, at any time and from time to time, to demand, sue for, recover and receive any and all rights, demands, claims and causes of action of every kind and description whatsoever incident or relating to the Acquired Assets, for the purpose of fully vesting in Purchaser, its successors and assigns, all and singular, all the right, title and interest in and to the Acquired Assets. To the extent any terms and provisions of this Bill of Sale are in any way inconsistent with or in conflict with any term, condition or provision of the Agreement, the Agreement shall govern and control. This Bill of Sale shall be governed by and construed and enforced in accordance with the Bankruptcy Code and to the extent not inconsistent with the Bankruptcy Code, the laws of the State of Michigan applicable to agreements made and to be performed wholly within such jurisdiction. * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed as of the date first above written. PURCHASER: SW FOAM, L.P. By: Woodbridge Ventures Inc. Its: General Partner By:____________________________________ Name: Title: By:____________________________________ Name: Title: SELLER: SOUTHWEST LAMINATES, INC. By:_____________________________________ Name: Title:

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Schedule 4.5 MATERIAL CONSENTS 1. 2. The Bankruptcy Court R.H. Wyner Associates, Inc.

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Schedule 4.6 TAXES 1. None.

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Schedule 4.7(a) SELLER BENEFIT PLANS 1. [TO COME]

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Schedule 4.7(b) EMPLOYEES [TO COME]

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Schedule 4.7(c) EMPLOYEE ISSUES 1. None.

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Schedule 4.9 CLAIMS, LITIGATION AND DISPUTES 1. None.

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Schedule 4.10 COMPLIANCE WITH LAWS The Texas Commission on Environmental Quality has alleged that the Seller has: 1. Failed to comply with Special Condition No. 2 and the Maximum Allowable Emission Rate table ("MAERT") of Air Permit No. 38517 for particulate matter ("PM"), Hydrochloric acid ("HCL"), Hydrocyanic acid ("HCN"), and volatile organic compound ("VOC") emissions, in violation of 30 TEX. ADMIN. CODE 116.115(c), Permit No. 38517 Special Condition No. 2, and TEX. HEALTH & SAFETY CODE 382.085(b), as documented during an investigation conducted on September 21, 2005. Failed to conduct testing on acid scrubbers within 90 days after installation and/or operation, in violation of 30 TEX. ADMIN CODE 116.115(c), Permit No. 38517 Special Condition No. 8, and TEX. HEALTH & SAFETY CODE 382.085(b), as documented during an investigation conducted on September 21, 2005. Failed to fit scrubbers with continuous monitoring equipment for the purpose of detecting, monitoring and measuring pressure drop across the venturi, in violation of 30 TEX. ADMIN. CODE 116.115(c), Permit No. 38517 Special Condition No. 6, and TEX. HEALTH & SAFETY CODE 382.085(b), as documented during an investigation conducted on September 21, 2005. Failed to meet opacity requirements, in violation of 30 TEX. ADMIN. CODE 111.111(a)(1)(B) and TEX. HEALTH & SAFETY CODE 382.085(b), as documented during an investigation conducted on September 30, 2005.

2.

3.

4.

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Schedule 6.2 OPERATION OF ACQUIRED ASSETS 1. None.

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