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 [Docket No. 3054] (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
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.

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liens, 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. The liens, if any, arising from any claims of the City of El Paso in

connection with ad valorem property taxes assessed against the Acquired Assets for the 2004, 2005 and 2006 tax years shall attach 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. The Debtors and the City of El Paso shall work in good faith to resolve such claims. In the event the parties do not resolve such claims within ninety (90) days after the entry of this Order or such later date agreeable to the parties, the Debtors shall file an objection or an adversary proceeding, as appropriate, with respect to such claims, and a hearing regarding such objection or adversary proceeding, as appropriate, shall be scheduled before the Court at the next regularly scheduled omnibus hearing date or such later date agreeable to the

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parties. In the event the Debtors and the City of El Paso reach an agreement as to the allowed amount of such claims, the Debtors will seek authority to settle such claims in accordance with the Order Approving Procedures for (A) Settling Non-Tax Claims, (B) Settling Tax Claims and (C) Maintaining the Claims Register entered on March 23, 2006 [Docket No. 2485]. 9. 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. 10. 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. 11. 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. 12. 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

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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. 13. 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 affect the validity of the Sale to the Buyer, unless such authorization is duly stayed pending such appeal. 14. 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. 15. 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

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Bankruptcy Code and shall be paid by the Debtors to the Buyer from the proceeds of an Alternative Transaction, concurrently with the consummation thereof. 16. Notwithstanding anything herein to the contrary or otherwise, nothing in

the Motion or this Order shall alter, modify or amend the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 dated July 28, 2005 (the Final DIP Order). Any relief granted herein shall be subject to the terms and conditions of the Final DIP Order and the postpetition credit agreement referenced therein (the DIP Credit Agreement), and any and all proceeds obtained from the transactions contemplated by this Order shall be administered in accordance with the Final DIP Order and the DIP Credit Agreement. 17. 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. 18. 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.

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19.

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 approved in its entirety. Likewise, all of the provisions of this Order are nonseverable and mutually dependent. 20. 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.
.

Entered: August 17, 2006 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes 1. Chief Bankruptcy Judge 21.

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