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): March 29, 2007 at 9:30 a.m. Objection Deadline: March 27, 2007 at 4:00 p.m.

DEBTORS MOTION FOR THE ENTRY OF AN ORDER APPROVING ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS AT DEBTORS WILLIAMSTON, MICHIGAN FACILITIES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS 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 at the Debtors Williamston, Michigan facilities free and clear of liens, claims, encumbrances and other interests, the assumption and assignment of a nonresidential real

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. 05-55991; 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. 05-55964; 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 11689483.7

0W[;'#7

0555927070323000000000020

4I

property lease in connection therewith and other related relief. In support of this Motion, the Debtors respectfully state as follows: Introduction 1. As the Debtors have disclosed to the Court and publicly, to maximize the value of

the Debtors estates and save jobs, the Debtors are pursuing a cooperative sale process, which the Debtors expect will culminate with the confirmation of their chapter 11 plan. In connection with this process, the Debtors negotiated, and the Court approved, the Customer Agreement (as defined below). The Customer Agreement, among other things, provides for a framework to facilitate the orderly sale of a majority of the Debtors businesses with the support of the agents for the Debtors senior, secured prepetition and postpetition lenders (the Agents) and the Debtors principal customers. To that end, the Debtors, after consulting with the Agents and the official committee of unsecured creditors (the Committee), have determined to sell the assets at their Williamston, Michigan facilities (the Williamston Facilities) to Williamston Products, Inc. (the Purchaser) pursuant to the standard procedures previously approved by this Court. 2. The sale of the assets at the Williamston Facilities to the Purchaser results from an After several rounds of bidding, the

active auction that took place on March 14, 2007.

Purchaser, which the Court previously approved as the stalking horse bidder, emerged as the successful bidder with an offer $400,000 over the initial Stalking Horse Bid (a $3,300,000 final purchase price) providing a substantial benefit to the Debtors estates. Accordingly, the Debtors, with the consent and agreement of the Agents, the Committee and their applicable customers, now request authority to consummate this proposed sale. Jurisdiction 3. 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

K&E 11689483.7

4. 5.

Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 363 and 365 of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), and Rules 2002, 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Background I. General Background. 6. 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). 7. On May 24, 2005, the United States trustee appointed the Committee pursuant to

section 1102 of the Bankruptcy Code. 8. On January 11, 2007, the Court approved on a final basis that certain

Customer Agreement (the Customer Agreement) by and between the Debtors, the Agents and certain of the Debtors principal customers (the Customers) [Docket No. 3890]. The

Customer Agreement, among other things, provides for a framework to facilitate the orderly sale of a majority of the Debtors businesses with the support of the Agents and the Customers. 9. On January 24, 2007, the Debtors filed the First Amended Joint Plan of Collins & On

Aikman Corporation and Its Debtor Subsidiaries [Docket No. 3976] (the Plan).

January 26, 2007, the Court entered an order approving the Debtors amended disclosure statement related to the Plan [Docket No. 3988]. Pursuant to this order, the Debtors commenced the solicitation process in connection with the Plan. The Plan is supported by the unofficial 3
K&E 11689483.7

steering committee for the Debtors senior, secured prepetition lenders, the Committee and the Customers. This Court has scheduled a hearing on confirmation of the Plan for April 19, 2007. II. The Sale Process. 10. On February 15, 2007, the Debtors and the Purchaser entered into a purchase Subject to

agreement with respect to the sale of the assets at the Williamston Facilities.

adjustment, the aggregate purchase price set forth in this agreement was $2,900,000, comprised of (a) $2,450,000 for the acquired assets other than inventory and (b) approximately $450,000 for inventory, with the Purchaser paying the actual book value of inventory determined by a physical count at closing (the Stalking Horse Bid). The Stalking Horse Bid was subject to higher or otherwise better offers. 11. On February 21, 2007, the Court entered an order approving standard procedures

to be utilized in connection with asset sales with a selling price equal to or less than $100 million as determined by the Debtors in their sole discretion [Docket No. 4177] (the Standard Procedures). Among other things, the Standard Procedures explicitly reserve the Debtors right to modify the Standard Procedures and to impose such terms and conditions at or prior to the auction as the Debtors may determine to be in the best interest of the Debtors estates, creditors and other parties in interest. 12. On March 13, 2007, pursuant to the Standard Procedures and after a hearing on

the matter, the Court entered an order [Docket No. 4294] approving (a) the Purchaser as the stalking horse bidder, (b) the proposed break-up fee and overbid protections and (c) the date and location of the auction (the Auction) regarding the sale of the assets at the Williamston Facilities (the Stalking Horse Order). In particular, the Stalking Horse Order approved the following overbid protections: (x) a competing bidder must submit an initial

4
K&E 11689483.7

minimum overbid of $200,000 and (y) any bids made thereafter must be in minimum additional increments of at least $100,000. 13. On March 13, 2007, the Debtors received a bid from Gill Industries, Inc. Subject to adjustment, the aggregate purchase price set forth in

(Gill Industries).

Gill Industries bid purported to be $2,850,000, comprised of (a) $2,250,000 for the acquired assets other than inventory and (b) approximately $600,000 for inventory. Despite the fact that Gill Industries bid was less than the Stalking Horse Bid, the Debtors permitted Gill Industries to attend the Auction. 14. On March 14, 2007, pursuant to the Stalking Horse Order, the Debtors conducted

the Auction between the Purchaser and Gill Industries. The Auction commenced with the Stalking Horse Bid. 15. After several rounds of bidding, the Debtors, after consulting with the Agents and

the Committee, declared the Purchaser the successful bidder for the sale of the assets at the Williamston Facilities with its bid of $3,300,000, subject to formal confirmation by General Motors Corporation (GM) that the Purchaser was a Qualified Buyer under the Customer Agreement. All other relevant Customers had previously confirmed that the Purchaser was a Qualified Buyer under the Customer Agreement. 16. On March 20, 2007, GM formally confirmed the Purchaser as a

Qualified Buyer under the Customer Agreement. 17. On March 23, 2007, the Debtors and the Purchaser amended the

February 15, 2007 purchase agreement to reflect the terms of the Purchasers successful bid at the Auction. The copy of the Purchase Agreement attached hereto as Exhibit B reflects the amendments.

5
K&E 11689483.7

III.

The Purchase Agreement. 18. The following sets forth a summary of the material terms and conditions of the

Purchase Agreement with respect to the sale of the assets at the Williamston Facilities free and clear of liens, claims, encumbrances and other interests:2 Purchase Price Subject to adjustment as provided in the Purchase Agreement, the aggregate purchase price for the Acquired Assets is $3,300,000. Subject to the terms and conditions set forth in the Purchase Agreement, at the Closing the Debtors shall sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and take assignment and delivery of the Acquired Assets, free and clear of any liens, claims, encumbrances, interests and obligations whatsoever (other than the Assumed Obligations and the Permitted Encumbrances). The Acquired Assets include all of the rights, title, interests and goodwill that the Debtors possess in and to all of the assets, properties and rights of the Debtors, whether real, personal, tangible or intangible, of every kind, nature and description, used in the operation of the business at the Williamston Facilities and, as to tangible personal property, located at the Williamston Facilities. Among other things, the Acquired Assets shall include the Assumed Contracts and the Designated Equipment. The Debtors shall take such action as may be necessary or required to enable the Debtors to assign and transfer to the Purchaser, and the Purchaser will accept assignment and transfer of, the Debtors rights, title and interest under the Assumed Contracts. The Assumed

Purchase and Sale of Assets

Acquired Assets

Assignment and Transfer of Assumed Contracts

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. To the extent of any inconsistency between the summary set forth herein and the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern.

6
K&E 11689483.7

Contracts shall be deemed included in the Acquired Assets. Designated Equipment The Debtors shall, at their expense, prior to or at Closing, purchase the Designated Equipment from the applicable party or take such other action as may be necessary or required to enable the Debtors, consistent with previous orders of the Court, to convey title to the Designated Equipment to the Purchaser, free and clear of liens, claims, interests and encumbrances of any nature, subject only to Permitted Encumbrances and the Assumed Obligations, and the Designated Equipment, as assets owned by the Debtors, shall thereupon be included in the Acquired 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 the Purchaser, including, among other things, cash, certain claims and causes of action, rights under insurance policies and certain corporate documents. The Assumed Obligations include the Debtors obligations under the Progress Court Facility lease and certain purchase orders that arise and are first required to be performed after the Closing Date. The Excluded Liabilities consist of all the liabilities of the Debtors that are not Assumed Obligations, including, without limitation, accounts payable, certain tax liabilities, employee liabilities and environmental claims. As part of this transaction, the Debtors seek the Courts approval of the assumption and assignment of the Progress Court Facility lease (the Lease) pursuant to section 365 of the Bankruptcy Code. The cure amount to be paid by the Debtors in connection therewith is set forth in Exhibit C to this Motion.

Excluded Assets

Assumed Obligations

Excluded Liabilities

Assumption and Assignment of Lease

7
K&E 11689483.7

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, but in no event later than March 30, 2007.

Relief Requested 19. By this Motion and in connection with the orderly sale of the Debtors businesses,

the Debtors seek authority to sell the Acquired Assets to the Purchaser, free and clear of liens, claims, encumbrances and other interests, pursuant to the terms and conditions set forth in the Purchase Agreement. The Debtors also request authority to assume and assign the Lease

pursuant to the terms and conditions set forth in the Purchase Agreement in connection therewith. The Debtors further request that the Court waive the ten-day automatic stays of both the sale, imposed under Bankruptcy Rule 6004(g), and the assignment of the Lease, imposed under Bankruptcy Rule 6006(d).3 Basis for Relief I. The Sale Under the Terms of the Purchase Agreement is a Sound Exercise of the Debtors Business Judgment. 20. 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)

The Debtors will present evidence before or at the hearing on this Motion in support of the relief they seek.

8
K&E 11689483.7

(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). 21. 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. 22. The Debtors have proposed the sale of the assets at the Williamston Facilities

after thorough consideration of all viable alternatives and have concluded that such sale is supported by a number of sound business reasons. In particular, as previously discussed, the Debtors have determined, in conjunction with their major creditor constituencies, and the Court has ordered, that it is in the best interests of the Debtors, their estates and their creditors to wind-down the Debtors business operations pursuant to an orderly sale process. The relief requested herein will assist in the Debtors efforts to wind-down their business operations while maximizing value for the benefit of the Debtors estates and creditors.

9
K&E 11689483.7

23.

The Debtors believe that the value of the consideration to be received for the In particular, the

Acquired Assets under the Purchase Agreement is fair and reasonable.

purchase price is a result of an auction process consistent with the requirements of the Bankruptcy Code, the Bankruptcy Rules and the Standard Procedures approved by this Court. Consequently, the fairness and reasonableness of the consideration to be paid by the Purchaser has been demonstrated by adequate market exposure and an open and fair auction process the best means for establishing whether a fair and reasonable price is being paid. 24. In addition, the value the Debtors will receive for the assets at the

Williamston Facilities as a going concern exceeds any value the Debtors could get for the assets if the Debtors were required to liquidate their assets piecemeal. 25. The Debtors submit that the Purchase Agreement constitutes the highest and best

offer for the assets, and will provide a greater recovery for the Debtors estates than would be provided by any other available alternative. Accordingly, the Debtors determination to enter into the Purchase Agreement is a valid and sound exercise of their business judgment. II. The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code for a Sale Free and Clear of Liens, Claims, Encumbrances and Other Interests. 26. This Court has authority to authorize the sale of the Acquired Assets free and

clear of liens, claims, encumbrances and other interests. See 11 U.S.C. 363(f). Under section 363(f) of the Bankruptcy Code, a debtor-in-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; 10
K&E 11689483.7

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 Acquired Assets free and clear of liens, claims, encumbrances and other interests. 27. The Debtors believe that one or more of the tests of section 363(f) are satisfied

with respect to the transfer of the Acquired Assets pursuant to the Purchase Agreement. In particular, the Debtors believe that at least section 363(f)(2) will be met in connection with the sale proposed under the Purchase Agreement because each of the parties holding liens, claims, encumbrances and other interests on the assets, if any, will consent, or absent any objection to this Motion, will be deemed to have consented to, the sale. 28. In addition, the Debtors propose that any liens, claims, encumbrances and other

interests in the Acquired 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, claims, encumbrances and other interests 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 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 Agents have no objection to the transaction. 11
K&E 11689483.7

29.

Accordingly, section 363(f) authorizes the sale of the Acquired Assets free and

clear any liens, claims, encumbrances and other interests. III. The Purchaser Is a Good Faith Purchaser and Is Entitled to the Full Protection of Section 363(m) of the Bankruptcy Code, and the Transfer and Sale of the Acquired Assets Do Not Violate Section 363(n). 30. The Purchase Agreement has been negotiated at arms-length and in good faith.

Thus, the Purchaser is entitled to the full protections of section 363(m). A party would have to show fraud or collusion between the buyer and the debtor in possession or trustee or other bidders in order to demonstrate a lack of good faith. See Kabro Assocs. of West Islip, LLC v. Colony Hill Assocs. (In re Colony Hill Assocs.), 111 F.3d 269, 276 (2d Cir. 1997) ([t]ypically, the misconduct that would destroy a [buyer]s good faith status at a judicial sale involves fraud, collusion between the [buyer] and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders); see also In re Angelika Films, 57th, Inc., 1997 WL 283412, at *7 (S.D.N.Y. 1997); In re Bakalis, 220 B.R. 525, 537 (Bankr. E.D.N.Y. 1998). 31. The Debtors and the Purchaser have engaged in thorough arms-length

negotiations over the terms of the Purchase Agreement, and there has been no fraud or collusion in those negotiations. In addition, neither the Purchaser nor any of its officers or owners is an insider of any of the Debtors, as that term is defined in section 101(31) of the Bankruptcy Code. Further, throughout the sale process, the Debtors have endeavored to inform the Agents of the terms of the sale prior to seeking approval thereof. Accordingly, the Purchase Agreement does not constitute an avoidable transaction pursuant to section 363(n), and the Purchaser should receive the protections afforded good faith purchasers by section 363(m).

12
K&E 11689483.7

IV.

Assumption and Assignment of the Lease Is Authorized by Section 365 of the Bankruptcy Code. 32. Sections 365(a) and (b) of the Bankruptcy Code authorize a debtor in possession

to assume, subject to the courts approval, executory contracts or unexpired leases of the debtor. 11 U.S.C. 365(a) and (b). Under section 365(a) of the Bankruptcy Code, a debtor, subject to the courts approval, may assume or reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). Section 365(b)(1) of the Bankruptcy Code, in turn, codifies the requirements for assuming an unexpired lease or executory contract of a debtor, providing that: (b) (1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee (A) cures, or provides adequate assurance that the trustee will promptly cure, such default other than a default that is a breach of a provision relating to the satisfaction of any provision (other than a penalty rate or penalty provision) relating to a default arising from any failure to perform nonmonetary obligations under an unexpired lease of real property, if it is impossible for the trustee to cure such default by performing nonmonetary acts at and after the time of assumption, except that if such default arises from a failure to operate in accordance with a nonresidential real property lease, then such default shall be cured by performance at and after the time of assumption in accordance with such lease, and pecuniary losses resulting from such default shall be compensated in accordance with the provisions of this paragraph; (B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C) provides adequate assurance of future performance under such contract or lease. 11 U.S.C. 365(b)(l).

13
K&E 11689483.7

33.

The standard applied to determine whether assumption of an executory contract or See Matter of

unexpired lease should be authorized is the business judgment standard.

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); In re Orion Pictures Corp., 4 F.3d 1095, 1098-99 (2d Cir. 1993). 34. Upon finding that the Debtors have exercised their sound business judgment in

determining that assumption is in the best interests of the Debtors, their creditors and parties in interest, the Court should approve the assumption under section 365. See, e.g., In re Sharon Steel Corp., 872 F.2d 36, 39-40 (3d Cir. 1989); In re Bradlees Stores, Inc., 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996); In re Johns-Manville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986) ([T]he Code favors the continued operation of a business by a debtor and a presumption of reasonableness attaches to a debtors management decisions.); 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); Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985) ([t]he business judgment rule is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.). 35. In the present case, the Debtors assumption and assignment of the Lease to the

Purchaser meets the business judgment standard and satisfies the requirements of section 365 of the Bankruptcy Code. As discussed above, the sale contemplated by the Purchase Agreement will provide significant benefits to the Debtors estates. Because the Debtors cannot obtain the

14
K&E 11689483.7

benefits of the Purchase Agreement without the assumption of the Lease referenced above, the assumption of the Lease is undoubtedly a sound exercise of the Debtors business judgment. 36. Further, a debtor in possession may assign an executory contract or an unexpired

lease of the debtor if it assumes the agreement in accordance with section 365(a), and provides adequate assurance of future performance by the assignee, whether or not there has been a default under the agreement. See 11 U.S.C. 365(f)(2). Significantly, among other things, adequate assurance may be provided by demonstrating the assignees financial health and experience in managing the type of enterprise or property assigned. See, e.g., In re Bygaph, Inc., 56 B.R. at 605-06 (stating that adequate assurance of future performance is present when the prospective assignee of a lease from the debtor has financial resources and has expressed willingness to devote sufficient funding to the business in order to give it a strong likelihood of succeeding). 37. The meaning of adequate assurance of future performance depends on the facts

and circumstances of each case, but should be given practical, pragmatic construction. EBG Midtown South Corp. v. McLaren/Hart Envtl. Engineering Corp. (In re Sanshoe Worldwide Corp.), 139 B.R. 585, 592 (S.D.N.Y. 1992) (citations omitted), affd, 993 F.2d 300 (2d Cir. 1993). 38. Here, the Debtors have agreed to pay the cure amount in connection with the

Lease. In particular, the cure amount for the Lease to be assumed and assigned pursuant to the Purchase Agreement in set forth in Exhibit C. Furthermore, the assignee, i.e., the Purchaser, has sufficient assets to continue performance thereunder, and at the hearing on this Motion, the Purchaser will demonstrate to the satisfaction of the Court that adequate assurance of future performance is present by the promise to perform the obligations of the Lease from and after the

15
K&E 11689483.7

closing date. Accordingly, the Debtors submit that the assumption and assignment of the Lease as set forth herein should be approved. 39. To assist in the assumption, assignment and sale of the Lease, the Debtors also

request that the Court enter an order providing that any anti-assignment provisions in the Lease shall not restrict, limit or prohibit the assumption, assignment and sale of the Lease and are deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f) of the Bankruptcy Code. 40. Section 365(f)(1) of the Bankruptcy Code permits a debtor to assign unexpired

leases and contracts free from such anti-assignment restrictions: [N]otwithstanding a provision in an executory contract or unexpired lease of the debtor, or in applicable law, that prohibits, restricts, or conditions the assignment of such contract or lease, the trustee may assign such contract or lease under paragraph (2) of this subsection. 11 U.S.C. 365(f)(l). 41. Section 365(f)(l), by operation of law, invalidates provisions that prohibit, restrict

or condition assignment of an executory contract or unexpired lease. See, e.g., Coleman Oil Co., Inc. v. The Circle K Corp. (In re The Circle K Corp.), 127 F. 3d 904, 910-11 (9th Cir. 1997) (no principle of bankruptcy or contract law precludes us from permitting the Debtors here to extend their leases in a manner contrary to the leases terms, when to do so will effectuate the purposes of section 365). Section 365(f)(3) goes beyond the scope of section 365(f)(1) by prohibiting enforcement of any clause creating a right to modify or terminate the contract or lease upon a proposed assumption or assignment thereof. See, e.g., In re Jamesway Corp., 201 B.R. 73 (Bankr. S.D.N.Y. 1996) (section 365(f)(3) prohibits enforcement of any lease clause creating right to terminate lease because it is being assumed or assigned, thereby indirectly barring

16
K&E 11689483.7

assignment by debtor; all lease provisions, not merely those entitled anti-assignment clauses, are subject to courts scrutiny regarding anti-assignment effect). 42. Other courts have recognized that provisions that have the effect of restricting

assignments cannot be enforced. See In re Rickel Home Centers, Inc., 240 B.R. 826, 831 (D. Del. 1998) (In interpreting Section 365(f), courts and commentators alike have construed the terms to not only render unenforceable lease provisions which prohibit assignment outright, but also lease provisions that are so restrictive that they constitute de facto anti-assignment provisions.). Similarly, in In re Mr. Grocer, Inc., the court noted that: [the] case law interpreting 365(f)(l) of the Bankruptcy Code establishes that the court does retain some discretion in determining that lease provisions, which are not themselves ipso facto anti-assignment clauses, may still be refused enforcement in a bankruptcy context in which there is no substantial economic detriment to the landlord shown, and in which enforcement would preclude the bankruptcy estate from realizing the intrinsic value of its assets. 77 B.R. 349, 354 (Bankr. D.N.H. 1987). Thus, the Debtors request that any anti-assignment provisions be deemed not to restrict, limit or prohibit the assumption, assignment and sale of the Lease and be deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f) of the Bankruptcy Code. V. Cause Exists to Modify the Stays Imposed By Bankruptcy Rules 6004(g) and 6006(d). 43. Bankruptcy Rule 6004(g) provides that an order authorizing the sale . . . of

property . . . is stayed until expiration of 10 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(g). Bankruptcy Rule 6006(d) similarly provides that an order authorizing the trustee to assign an executory contract or unexpired lease . . . is stayed until the expiration of 10 days after the entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6006(d). 17
K&E 11689483.7

44.

The Debtors request that the proposed sale, and the assignment of the Lease to be

carried out in connection therewith, be permitted to conclude immediately following entry of any order of this Court approving the sale. The Debtors customers are concerned that the

Williamston Facilities be stabilized and provide parts under existing contracts. In addition, any delay in consummating the transaction would postpone the closing date to beyond the absolute final date for closing of March 30, 2007, long enough to allow the Purchaser to terminate the Purchase Agreement due to the failure of a condition precedent. Lastly, the employees at the Williamston Facilities are deeply concerned about their employment prospects. They expect to be hired by the Purchaser, and a delay in closing the sale could result in the erosion of morale and the defection of important employees to other job opportunities. Therefore, the Debtors believe that cause exists for modification of the time periods set forth in Bankruptcy Rules 6004(g) and 6006(d). 45. For these reasons, the Debtors and the Purchaser believe that time is of the

essence in the closing of this transaction. To assist the Debtors, the Purchaser has represented to the Debtors that it already has closed its loan transaction into escrow. When this Court hears this Motion, the only remaining condition for closing and the Debtors receipt of millions of dollars will be the approval of the sale by this Court. Notice 46. 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.4 In light of the nature of the relief requested, the Debtors submit that no further notice is required.

Capitalized terms used in this paragraph 46 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].

18
K&E 11689483.7

No Prior Request 47. court. No prior motion for the relief requested herein has been made to this or any other

19
K&E 11689483.7

WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing and directing the Debtors to consummate the sale of the assets at the Williamston Facilities free and clear of liens, claims, encumbrances and other interests pursuant to the terms of the Purchase Agreement, (b) authorizing and directing the Debtors to assume and assign the Lease pursuant to section 365 of the Bankruptcy Code, (c) waiving the stays of the sale, under Bankruptcy Rule 6004(g), and the assignment of the Lease, under Bankruptcy Rule 6006(d), and (d) granting such other and further relief as is just and proper.

20
K&E 11689483.7

Dated: March 23, 2007

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

21
K&E 11689483.7

EXHIBIT A

K&E 11689483.7

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 ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS AT DEBTORS WILLIAMSTON, MICHIGAN FACILITIES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS AND RELATED RELIEF Upon the motion (the Motion)2 of the above-captioned debtors

(collectively, the Debtors) for the entry of an order (i) approving an asset purchase agreement by and among Collins & Aikman Plastics, Inc. and Williamston Products, Inc. (the Purchaser), 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 Purchaser free and
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 11689483.7

clear of liens, claims, encumbrances and other interests (the Sale); (ii) approving the assumption and assignment of the Lease in connection therewith; (iii) waiving the stays imposed by Bankruptcy Rules 6004(g) and 6006(d) of the sale and the assignment of the Lease, respectively; and (iv) granting certain other related relief; 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: FOUND AND CONCLUDED THAT: A. Good and sufficient reasons for approval of the Sale to the Purchaser 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 all other parties in interest. B. 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. The

Purchase Agreement was negotiated and entered into in good faith and from arms length bargaining positions. The Debtors efforts to market the Acquired Assets (as defined in the Purchase Agreement) and the Businesses (as defined in the Purchase Agreement) for sale were good and sufficient under the circumstances. Neither the Purchaser nor any of its officers or owners is an insider as that term is defined in the Bankruptcy Code. The Purchaser is a good

2
K&E 11689483.7

faith purchaser under Section 363(m) of the Bankruptcy Code and, as such, is entitled to all the protections afforded thereby. C. The consideration provided by the Purchaser pursuant to the Purchase Agreement:

(a) is fair and reasonable; (b) is the highest and best offer for the Acquired Assets and the Businesses; (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 and the Businesses. D. The form and manner of notice of the Sale of the Businesses and the

Acquired Assets under the terms of the Purchase Agreement were appropriate in all respects. E. Cause exists to waive and modify both (i) the stay of the Sale authorized by this

Order imposed by Bankruptcy Rule 6004(g), and (ii) the stay imposed by Bankruptcy Rule 6006(d) of the assignment of the Lease to occur in connection with the Sale. ORDERED, ADJUDGED AND DECREED THAT: 1. 2. The Motion is granted in its entirety. The Purchase Agreement, and all terms thereof, substantially in the form of

Exhibit B to the Motion, and the transactions contemplated thereby are approved. 3. The Debtors are authorized and directed to sell the Acquired Assets to the

Purchaser free and clear of all liens, claims, encumbrances and other interests pursuant to section 363(f) of the Bankruptcy Code, with all such liens, claims, encumbrances and other interests 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. 4. The transfer of the Acquired Assets to the Purchaser pursuant to the

Purchase Agreement shall be, and hereby is deemed to be, a legal, valid and effective transfer of 3
K&E 11689483.7

the assets, and vests with or will vest in the Purchaser 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 Purchasers 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. 5. 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. 6. The Debtors are authorized and directed 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 Purchaser for the purpose of transferring the Acquired Assets to the Purchaser or as may be necessary or appropriate to the performance of the obligations contemplated by the Purchase Agreement. 7. 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 Purchaser. Each and every federal, state and local

governmental agency or department is hereby directed to accept any and all documents and

4
K&E 11689483.7

instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 8. 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. 9. Upon the entry of this Order, with respect to the Purchase Agreement, the

Purchaser shall be entitled to protection under section 363(m) of the Bankruptcy Code. The transactions contemplated by the Purchase Agreement are undertaken by the Purchaser 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 Purchaser, unless such authorization is duly stayed pending such appeal. 10. The assignment and transfer of the Assumed Contracts pursuant to the terms of

the Purchase Agreement are hereby approved.

5
K&E 11689483.7

11.

The sale, assumption and assignment of the Lease are hereby approved pursuant

to sections 363 and 365 of the Bankruptcy Code. 12. At Closing or as soon as practicable thereafter, the Debtors shall pay to the

counterparty to the Lease the cure amount set forth in Exhibit C to the Motion, unless otherwise ordered, in accordance with section 365 of the Bankruptcy Code and the Purchase Agreement. The cure amount set forth in Exhibit C to the Motion shall be deemed the entire cure obligation of the Debtors due and owing under section 365 of the Bankruptcy Code. The Purchaser shall have no liability for any amounts under the Lease to the extent arising before the Closing except as provided in the Purchase Agreement. The counterparty to the Lease, shall be, and hereby is, forever barred and enjoined from raising or asserting future claims against the Debtors based on any cure amount or the Lease. 13. The Purchaser has provided adequate assurance of its future performance under

the Lease and the proposed assumption and assignment of the Lease satisfies the requirements under section 365 of the Bankruptcy Code. 14. No sections or provisions of the Lease that purport to (a) prohibit, restrict or

condition the Debtors assignment of the Lease, including, but not limited to, the conditioning of such assignment on the consent of the non-debtor party to such Lease; (b) authorize the termination, cancellation or modification of the Lease based on the filing of a bankruptcy cases, the financial condition of the Debtors or similar circumstances; or (c) provide for additional payments, penalties, charges or other financial accommodations in favor of the non-debtor third party to the Lease upon the occurrence of the conditions set forth in subsections (a) and (b) above, shall have any force and effect with respect to the sale and assignment authorized by this Order, and such provisions constitute unenforceable anti-assignment provisions under

6
K&E 11689483.7

section 365(f) of the Bankruptcy Code and/or are otherwise unenforceable under section 365(e) of the Bankruptcy Code. 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 approved in its entirety. Likewise, all of the provisions of this Order are nonseverable and mutually dependent. 18. Notwithstanding anything herein to the contrary or otherwise except with respect

to the Inventory Purchase Price (defined below) to be distributed to the Customers pursuant to paragraph 20 below, 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

7
K&E 11689483.7

Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 dated July 28, 2005 [Docket No. 809] (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. 19. Notwithstanding anything herein to the contrary or otherwise, nothing in the

Motion or this Order shall alter, modify or amend the Final Order Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief [Docket No. 3890]. 20. The Customers shall be paid the Inventory Purchase Price (as defined and

calculated below) for all merchantable and useable inventory (collectively, the Inventory). Inventory that is not merchantable and useable inventory shall be valued at zero. At

Closing, the Customers shall be paid $350,000 to be applied against the Inventory Purchase Price. The Inventory Purchase Price of the Inventory shall be determined as of the Closing Date (as defined in the Purchase Agreement) using GAAP. The Customers shall be permitted to observe the inventory and review the calculations. For the purpose of this Order, useable means finished goods, work-in-process or raw materials inventory purchased or produced pursuant to Customer releases and that is not otherwise obsolete. For service parts, usable means finished goods inventory reasonably expected to be ordered by the Customers within nine months following the date on which the Customer purchased such Inventory under the Customer Agreement. For purposes of this Order, merchantable shall have the meaning set forth in UCC 2314 and in conformance with all applicable purchase order specifications. The

8
K&E 11689483.7

Inventory Purchase Price shall be defined and calculated as follows: (a) raw materials - 100% of standard costs; (b) work-in-process - 95% of standard cost; and (c) finished goods - the existing purchase order price for the part in question. At Closing, out of the Purchase Price, the sum of $350,000 (the Customer Inventory Holdback) will be placed in escrow for the benefit of the Customers (including the determination of the November 26, 2006 inventory purchase amount and net excess/ (shortfall) paid by the respective Customer) and the Debtors, as their interests may appear. If a Customer at the time of the Closing Date has not completed its true-up on the initial purchase of the Inventory with the Debtors senior, secured prepetition lenders, such adjustment (plus or minus) will be made in connection with the final release of proceeds from escrow. The Customers will receive the remaining amounts owed pursuant to this paragraph within two business days of the Inventory verification. In the event the

Inventory Purchase Price turns out greater than $700,000, the Debtors will immediately remit the difference to the Customers. In the event that the Inventory Purchase Price is less than $700,000, the unused funds in the escrow will be remitted immediately to the Debtors. 21. At closing, the Debtors shall pay to General Motors Corporation (GM) by wire

transfer in immediately available funds the sum of $9,200 from the Purchase Price (as defined in the Purchase Agreement) in full satisfaction of the capital expenditure advances made by GM to the Debtors relating to the GMX 215 program at the Williamston Facilities. 22. The Debtors shall pay to General Electric Capital Corporation (GECC)

$200,000 from the Purchase Price, and, upon receipt of such amount, GECC waives any and all claims and releases any and all liens, claims and encumbrances on and to any of the Acquired Assets (as defined in the Purchase Agreement).

9
K&E 11689483.7

23.

Nothing in this Order shall be used by the Debtors or GECC in any proceedings,

including the adversary proceeding styled Collins & Aikman Products Co. v. General Electric Capital Corp. (No. 06-4573), except to enforce paragraph 22 of this Order, and this Order shall not have any precedential effect in these cases or otherwise. 24. 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. Notwithstanding the provisions of Fed. R. Bankr. P. 6006(d), this Order shall not be stayed ten (10) days after the entry hereof, but shall be effective and enforceable immediately upon entry hereof. 25. This Order shall be binding upon and inure to the benefit of any successors or

assigns of the Debtors and the Purchaser, including any trustee appointed in any of the Debtors bankruptcy cases for any of the Debtors bankruptcy estates, whether appointed under chapter 11 or in a subsequent case under chapter 7 of the Bankruptcy Code, or any examiner hereafter appointed for any of the Debtors bankruptcy estates.

10
K&E 11689483.7

CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 23rd day of March, 2007, 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 the Entry of an Order Approving Asset Purchase Agreement for the Sale of Assets at Debtors Williamston, Michigan Facilities Free and Clear of Liens, Claims, Encumbrances and Other Interests and Related Relief (the Motion) and the Notice of Hearing and Notice of the Motion and an Opportunity to Respond Thereto. Dated: March 23, 2007 /s/ Ray C. Schrock Ray C. Schrock

K&E 11689483.7

Served via Electronic Mail

CREDITOR NAME A Freeman Acord Inc Adrian City Hall Alice B Eaton Amalgamated Life Askounis & Borst PC Assistant Attorney General of Texas ATC Nymold Corporation Athens City Tax Collector Attorney for MDEQ Attorneys for Michigan DLEG UIA Autoliv ASP Inc Bailey & Cavalieri LLC Baker & Hostetler LLP Balch & Bingham LLP Barnes & Thornburg LLP Barnes & Thornburg LLP Bartlett Hackett Feinberg Basell USA Inc

CREDITOR NOTICE NAME John Livingston John Fabor Judith Greenspan Esq Thomas V Askounis Esq E Stuart Phillips Sherry Epstein Mike Keith Celeste Gill Asst Attorney General Roland Hwang Asst Attorney General Eric R Swanson Esq & Anthony J Nellis Esq Adam J Biehl & Yvette A Cox Wendy J Gibson & Brian A Bash Eric T Ray John T Gregg Patrick E Mears Frank F McGinn Scott Salerni

Benesch Friedlander Coplan & Aronoff LLP William E Schonberg & Stuart A Laven Jr Bernardi Ronayne & Glusac PC Rodney M. Glusac Bernstein Litowitz Berger & Grossman LLP Berry Moorman PC Berry Moorman PC Bird Svendsen Brothers Scheske & Pattison PC Borges & Associates LLC Bose McKinney & Evans LLP Bradley Arant Rose & White LLP Brendan G Best Brown Rudnick Berlack Israels LLP Bryan Clay Butzel Long PC Butzel Long PC Cahill Gordon & Reindel Cahill Gordon & Reindel Calhoun Di Ponio & Gaggos PLC Carlile Patchen & Murphy LLP Chambliss Bahner & Stophel PC Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer City Treasurer Steven Singer & John Browne Dante Benedettini Esq James Murphy Esq Eric J Scheske Wanda Borges Esq Jeannette Eisan Hinshaw Jay R Bender

EMAIL afreeman@akingump.com jlivingston@acordinc.com cityofadrian@iw.net aeaton@stblaw.com jgreenspan@amalgamatedlife.com taskounis@askborst.com stuart.phillips@oag.state.tx.us sepstein@atc-lighting-plastics.com finance@cityofathens.com gillcr@michigan.gov hwangr@michigan.gov eric.swanson@autoliv.com tony.nellis@autoliv.com Yvette.Cox@baileycavalieri.com Adam.Biehl@baileycavalieri.com wgibson@bakerlaw.com eray@balch.com john.gregg@btlaw.com pmears@btlaw.com ffm@bostonbusinesslaw.com scott.salerni@basell.com wschonberg@bfca.com slaven@bfca.com rodg@brgpc.com steve@blbglaw.com johnb@blbglaw.com dante@berrymoorman.com murph@berrymoorman.com bsbs@charter.net borgeslawfirm@aol.com jhinshaw@boselaw.com jbender@bradleyarant.com bbest@dykema.com rstark@brownrudnick.com ssmith@brownrudnick.com bryan_clay@ham.honda.com sharkey@butzel.com osborne@butzel.com wilkins@butzel.com jschaffzin@cahill.com rusadi@cahill.com kcc@cdg-law.com lxf@cpmlaw.com bbailey@cbslawfirm.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com Ncowdrey@corunna-mi.gov skomrower@coleschotz.com mpolitan@coleschotz.com cathy.barron@constellation.com jmeadows@crowell.com

Robert Stark & Steven Smith

Daniel N Sharkey & Paula A Osborne Matthew E Wilkins Esq Jonathan A Schaffzin Robert Usadi Kevin C Calhoun Leon Friedberg Bruce C Bailey Barb Neal The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter

Cole Schotz Meisel Forman & Leonard PA Stuart Komrower & Mark Politan Constellation NewEnergy Inc Catherine Barron Esq Crowell & Moring LLP Joseph L Meadows

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

Page 1 of 5

Served via Electronic Mail

CREDITOR NAME Crowell & Moring LLP Cummings McClorey Davis & Acho PLC DaimlerChrysler DaimlerChrysler DaimlerChrysler Corporation Daniella Saltz Danning Gill Diamond & Kollitz LLP David H Freedman David Heller David Neuman David Youngman Dennis C Roberts PLLC Dickinson Wright PLLC Dickinson Wright PLLC Dilworth Paxson LLP Dow Chemical Company Dow Chemical Company Duane Morris LLP DuPont Dworken & Bernstein Co LPA Dykema Gossett Rooks Pitts PLLC Earle I Erman Eastman & Smith Ltd Elias Meginnes Riffle & Seghetti PC Ellwood Group Inc Erin M Casey Erman Teicher Miller Zucker & Freedman PC Foley & Lardner LLP Frank Gorman Gail Perry Garan Lucow Miller PC Garan Lucow Miller PC Ge Capital GE Polymerland George E Schulman Gold Lange & Majoros PC Gold Lange & Majoros PC Hal Novikoff Handwork & Kerscher LLP Heather Sullivan Hewlett Packard Co Hewlett Packard Co Hunton & Williams LLP Hyman Lippitt PC InterChez Logistics Systems Inc International Union UAW Jacob & Weingarten PC Jaffe Raitt Heuer & Weiss PC Jaffe Raitt Heuer & Weiss PC James A Plemmons James C Edwards Jenner & Block LLP Jim Clough Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq

CREDITOR NOTICE NAME Mark D Plevin K Kinsey

Kim R Kolb Esq George E Shulman

Dennis C Roberts Dawn R Copley Esq Michael C Hammer Anne Marie Kelley & Scott Freedman Kathleen Maxwell Lee H Sjoberg Brian W Bisignani Esq Bruce Tobiansky Howard S Rabb Esq Peter J Schmidt Matthew D Harper Brian J Meginnes & Janaki Nair Susan A Apel Esq

EMAIL mplevin@crowell.com kkinsey@cmda-law.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com krk4@dcx.com dsaltz@ford.com ges@dgdk.com dfreedman@ermanteicher.com david.heller@lw.com dneumann@bfca.com David.Youngman@ColAik.com dcroberts@coxinet.net dcopley@dickinsonwright.com mchammer2@dickinsonwright.com sfreedman@dilworthlaw.com klmaxwell@dow.com LHSjoberg@dow.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 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 dlehl@glmpc.com HSNovikoff@wlrk.com kerscher@aol.com hsullivan@unumprovident.com anne.kennelly@hp.com ken.higman@hp.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 joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com greenj@millercanfield.com jdawson@quarles.com jss@sawyerglancy.com josef.athanas@lw.com joseph.delehant@sylvania.com

Julie Teicher & Dianna Ruhlandt Judy A Oneill Esq

Kellie M Blair Esq Robert Vozza Esq Val Venable Elias T Majoros Stuart A Gold & Donna J Lehl Jeffrey M Kerscher Anne Marie Kennelly Ken Higman John D Burns Brian D Okeefe Mark Chesnes Niraj R Ganatra Robert K Siegel Alicia S Schehr Louis P Rochkind

Paul V Possinger & Peter A Siddiqui

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

Page 2 of 5

Served via Electronic Mail

CREDITOR NAME Joseph M Fischer Esq K Crumbo K Schultz Kelley Drye & Warren LLP

CREDITOR NOTICE NAME

James S Carr Denver Edwards

EMAIL jfischer@carsonfischer.com kcrumbo@kraftscpas.com kschultz@tmmna.com jcarr@kelleydrye.com robert.bassel@kkue.com kim.stagg@nmm.nissan-usa.com Kimberly.Rodriguez@gt.com tah@kompc.com patrick.healy@lawdeb.com daniel.fisher@lawdeb.com stzouvelekas@lwtm.com lwalzer@angelogordon.com veronica.fennie@lfr.com dallas.bankruptcy@publicans.com houston_bankruptcy@publicans.com tim@litespeedpartners.com metkin@lowenstein.com ilevee@lowenstein.com vdagostino@lowenstein.com mcrosby@akingump.com jill.smith@macombcountymi.gov webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com markphillips@bfca.com dhoopes@mayocrowe.com lrosenbloom@mwe.com dchristian@mwe.com jdejonker@mwe.com JRG@msblaw.com palucey@michaelbest.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov dmgbeachlaw@hawaii.rr.com Michael.Orourke@colaik.com mike.paslay@wallerlaw.com pborenstein@milesstockbridge.com fusco@millercanfield.com brucemiller@millercohen.com sarbt@millerjohnson.com tdunn@mindengross.com info@electionsquebec.qc.ca mied@dor.mo.gov jmorganroth@morganrothlaw.com maire@st-zotique.com rrios@munsch.com jbruinsma@mnds-pllc.com kschneider@niccausa.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com pbaylor@nutter.com rcolasuonno@orlaw.com ssoll@oshr.com phoffman@bofasecurities.com ksummers@psedlaw.com eagle.sara@pbgc.gov efile@pbgc.gov cfilardi@pepehazard.com

Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq 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 County MI Macomb Intermediate School Marc J Carmel Mark Fischer Mark Phillips Mayo Crowe LLC Elizabeth Weller John P Dillman Timothy Chen Michael S Etkin & Ira M Levee Vincent A DAgostino Esq Jill K Smith Asst Corp Counsel

David S Hoopes

McDermott Will & Emery LLP McShane & Bowie PLC Michael Best & Friedrich LLP Michael R Paslay Michael Stamer Michigan Department Of Treasury Mighty Enterprises Inc Mike O'Rourke Mike Paslay Miles & Stockbridge PC Miller Canfield Paddock & Stone PLC Miller Cohen Miller Johnson Minden Gross LLP 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 Pepe & Hazard LLP

Lewis Rosenbloom John R Grant Paul A Lucey

David M Gurewitz

Patricia A Borenstein Esq Timothy A Fusco Esq Bruce A Miller Thomas P Sarb & Robert D Wolford Timothy Dunn 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 Charles J Filardi Jr

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

Page 3 of 5

Served via Electronic Mail

CREDITOR NAME 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 Post & Schell 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 Robin Spigel Ronald A Leggett Ronald R Rose Sarah Eagle SC DHEC Schreeder Wheller & Flint LLP 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 Francis J Lawall & Bonnie MacDougal Kistler J Gregg Miller & Linda J Casey Kenneth H Zucker

Tricia Sommers 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 Brian W Bisignani Esq Andrew Herenstein Patrick Bartels

EMAIL lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com triciawinkle@hotmail.com craig.barbarosh@pillsburylaw.com patrick.potter@pillsburylaw.com rick.antonoff@pillsburylaw.com bill.freeman@pillsburylaw.com pittsrm@charter.net dbernstein@plunkettcooney.com bbisignani@postschell.com andrew.herenstein@quadranglegroup.com patrick.bartels@quadranglegroup.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante Stephen Tetro Steven A Siman PC

mfmcgrath@ravichmeyer.com rschrock@kirkland.com A Professional Law Corporation rainach@msn.com Dan E Bylenga Jr dbylenga@rhoadesmckee.com rick.feinstein@ubs.com legal@ricoh.ca Dennis J OGrady Joseph L Schwartz & Curtis M jschwartz@riker.com Plaza cplaza@riker.com Roy Die Roy_Die@rlicorp.com rdiehl@bodmanllp.com rweiss@honigman.com rspigel@willkie.com Collector Of Revenue leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com whitehme@dhec.sc.gov Evander Whitehead chandlls@dhec.sc.gov J Carole Thompson Hord chord@swfllp.com sean.p.corcoran@delphi.com Richard M Rubenstein rubenstein@derbycitylaw.com Leslie Stein lstein@seyburn.com Bruce Harwood bharwood@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 PA Powers PAPowers@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 stephen.tetro@lw.com Steven A Siman sas@simanlaw.net

Michael F McGrath Esq

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

Page 4 of 5

Served via Electronic Mail

CREDITOR NAME Stevens & Lee PC

Stradley Ronon Stevens & Young LLP T Pryce Tax Administrator Textron Inc The Bank of New York Thomas Radom Tricia Sherick Troy R Taylor PLLC 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

CREDITOR NOTICE NAME EMAIL Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com ppatterson@stradley.com mdorval@stradley.com jtrotter@stradley.com Paul Patterson Esq tpryce@ford.com Jim Cambio jcambio@tax.ri.gov afriedman@textron.com Gary S Bush gbush@bankofny.com radom@butzel.com tsherick@honigman.com Troy Taylor troytaylor@comcast.net Frank.Chaffiotte@cit.com e-rental@ur.com David R Jury djury@usw.org 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 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 pmachir@wlross.com RWhelehan@wcsr.com pjanovsky@zeklaw.com

Alan Lipkin & Robin Spigel Andrew N Goldman Esq Patrick Machir Rory D Whelehan Esq Peter Janovsky & Stuart Krause

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

Page 5 of 5

Served via Facsimile

(no valid e-mail) CREDITOR NAME American General Finance Attorney General of MI Barclays Bank PLC Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation Burr & Forman LLP City Of Albemarle City Of Battle Creek City Of Longview City Of Marshall City Of Sterling Heights Clark Hill PLC Colbert & Winstead PC Colbond Inc Contrarian Capital Management LLC Coolidge Wall Womsley & Lombard Dayton Bag & Burlap Co El Paso Natural Gas Company Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kilpatrick & Associates PC Lake Erie Products Lambert Leser Isackson Cook & Giunta PC McLane Graf Raulerson & Middleton PA Meridian Magnesium Miller Canfield Paddock & Stone PLC Missouri Dept of Revenue Office of Finance of Los Angeles Office of the US Attorney 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 Third Avenue Trust Town Of Lincoln Finance Office Treasurer Of State UBS Investment Bank Unique Fabricating Inc CREDITOR NOTICE NAME Matthew H Rick Mr David Bullock Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Shannon E Hoff Utilities Department Income Tax Division Water Utilities Maurice S Evans City Manager James P Bulhinger City Treasurer E Todd Sable Amy Wood Malone Don Brown Seth Lax Steven M Wachstein Esq Jeff Rutter Michael J McGinnis Todd McCallum Law Dept Bill Weeks Richardo Kilpatrick Leonora Baughman Lilia Roman Susan M Cook Joseph A Foster Jose J Bartolomei 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 W James Hall Joseph T Deters Rick Feinstein Tom Tekieke FAX 217-356-5469 517-373-2060 212-412-1706 412-777-4736 312-827-8542 312-827-8542 616-527-3385 205-458-5100 704-984-9445 269-966-3629 903-237-1004 269-781-3835 586-276-4077 313-965-8252 615-321-9555 828-665-5005 203-629-1977 937-223-6705 937-258-0029 713-420-5669 248-430-0134 281-588-4606 770-258-3901 248-377-0800 630-595-0336 989-894-2232 603-625-5650 517-663-2714 313-496-8452 573-751-7232 213-368-7076 313-226-3800 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 212-735-0003 401-333-3648 614-644-7313 203-719-1090 248-853-8422

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

Page 1 of 2

Served via Facsimile

(no valid e-mail) CREDITOR NAME Valiant Tool & Mold Inc Vericorr Packaging fka CorrFlex Packaging Viacom Inc CREDITOR NOTICE NAME General Fax Adriana Avila JoAnn Haller FAX 519-944-7748 586-939-4216 412-642-5614

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

Page 2 of 2

Served via Overnight Mail

(no valid e-mail or fax)

CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin Attn Gasper Palazzolo David A Levin Esq 70 Pine St 31st Fl

ADDRESS2

COUNTRY

Mike Keith Attn Matthew R Goldman Charlie Burrill Harry W Miller III 1900 E Ninth St PO Box 280240 70 W Madison St 2300 BP Tower

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Alba Inc American Home Assurance Company Assoc Receivables Funding Inc Athens City Tax Collector Baker & Hostetler LLP Basf Corporation Beam Miller & Rogers PLLC Becker Ventures Bell Boyd & Lloyd Inc BFCA Bodman LLP

Jay Truty David Neuman & Mark Phillips Robert J Diehl Jr

ADDRESS1 1062 S 4th Ave 590 Madison Ave 455 Mill St AIG Law Dept Bankruptcy PO Box 16253 PO Box 849 3200 National City Center 1609 Biddle Ave 709 Taylor St 5755 New King Ct 3 1st National Plaza Ste 3300 200 Public Sq 100 Renaissance Center 34th Fl

CITY Sidney New York Williamston New York Greenville Athens Cleveland Wyandotte Nashville Troy Chicago Cleveland Detroit

STATE OH NY MI NY SC TN OH MI TN MI IL OH MI

ZIP 45365-8977 10022 48895 10270 29606 37371-0849 44114-3485 48192 37208 48098 60602-4207 44114-2378 48243

Ms Amy Evans Thomas B Radom Attn Receiver General International Tax Service

Canada Canada

Brunswick Corp Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Carcorp Inc Charter Township Of Plymouth City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace

Income Tax Division Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle

Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd 300 S 4th St PO Box 8040 104 3rd St NW PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave

One North Field Ct Lake Forest Bloomfield Hills Sudbury Ottawa Ste 100 Las Vegas Plymouth Barberton Canton Dover Dover Evart Fullerton Havre De Grace

IL MI ON ON NV MI OH OH NH NH MI CA MD

60045 48304 P3A 5C2 K1A 1B1 89101 48170-4394 44203 44711-9951 03820 03820-0818 49631 92632 21078

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 Legal Dept Columbia Center 10th Fl 321 Settlers Rd

Carolyn Rutland PhD Dept Of Building And Safety City Attorneys Office Tax Department Water Department

Port Huron Police Department Barbara J Walker Stacy Fox

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 26553 Evergreen Rd

MI CA AZ NC MI MI MI MO MI NY MI MI

49007-2565 90012 85003 27573 49085-1355 48895 48060 63301 48076 14831 48084 49423

Corning Inc

Nancy Holtby Esq

William H Horton Esq & Sean M Walsh Esq Jeffrey K Helder

1415 N Harrison St Kalamazoo File 54563 Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Ste 900 Southfield Riverfront Plaza HQ E2 10 Corning 101 W Big Beaver Rd Troy PO Box 1767 Holland

Cox Hodgman & Giarmarco PC Cunningham Dalman PC DaimlerChrysler Corporation on Behalf of Itself and Daimler Chrysler Canada Inc and Daimler Chrysler Motors Company LLC Dana Corp Davidson Kempner Capital Management LLC

DaimlerChrysler Corporation Lisa A Wurster Esq

Attn Kim R Kolb 4500 Dorr St 885 Third Ave Ste 3300

CIMS 485 13 32 1000 Chrysler Dr PO Box 1000

Auburn Hills Toledo New York

MI OH NY

48326-2757 43615 10022

Morgan Blackwell

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

Page 1 of 5

Served via Overnight Mail

(no valid e-mail or fax)

CREDITOR NOTICE NAME c o Dickinson Wright PLLC c o Dickinson Wright PLLC MI 48226 MI 48226

ADDRESS1

STATE

ZIP

COUNTRY

CREDITOR NAME Decoma International Corp Polybrite Division Decoma International Corp Rimply Division

Dawn R Copley

Dawn R Copley

ADDRESS2 CITY 500 Woodward Ave Ste 4000 Detroit 500 Woodward Ave Ste 4000 Detroit

Dell Financial Services LP Delphi Automotive Systems LLC Dennis Reis LLC Kellie Schone Jayson Macyda DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 4611 North 32nd St Attn Nels Merrill MI DE MI OH WI NY PA Auburn Hills Detroit Plymouth Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Norwalk Norwalk MI MI MI GA NC GA PA PA NC CT CT

Dennis P Reis

14050 Summit Dr 5725 Delphi Dr 7000 N Green Bay Ave

TX MI WI

78758 48098 53209 48098-2683 19898 48243 43604 53209-6023 10020 19103 48326-2613 38226 48170 30348-5499 28289-0691 30374 15264-0387 15264 28260 06856 06856

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

Fabric DE GP

co WP Carey & Co LLC

Firemans Fund Insurance Company et al Leonard P Goldberger & John C Kilgannon Esqs Stevens & Lee PC Fisher Automotive Systems Fisher America Inc William Stiefel 1084 Doris Rd 150 W Jefferson Miller Canfield Paddock & Stone PLC Ave Ste 2500 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 401 Merrit Seves 2nd Fl 401 Merritt Seven 2nd Fl

Building A Ste 101 Austin Troy Milwaukee 5445 Corporate Dr Ste 170 Troy 1007 N Market St Wilmington Detroit PO Box 10032 Toledo Milwaukee 50 Rockefeller Plaza 2nd Fl New York 1818 Market St 29th Fl Philadelphia

Ford Motor Company Freudenberg Nok Inc

Jonathan S Green

Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Electric Capital Corporation General Electric Capital Corporation General Electric Capital Corporation as Administrative Agent General Motors Corp 1100 Abernathy Rd 300 Renaissance Center

Director's Office for Taxpayer Services Division

Linda L Bentley

Ste 900 PO Box 300

Atlanta Detroit

GA MI

30328 48243

General Motors Corporation on Behalf of Itself and its Affiliates and Subsidiaries Gill Industries Inc Harford County Revenue Heritage Environmental Svcs Inc Hicks Casey & Foster PC

Robert B Weiss Esq Charles E Scholfield

Mr Ken Price Samuel D Hicks Esq

Honigman Miller Schwartz and Cohn LLP 5271 Plainfield Ave NE 220 South Main St 7901 W Morris St 136 N Fairground St Ste 100 Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 Bankruptcy Section Rm N 203 100 N Senate Ave PO Box 7218

MI MI MD IN GA TN NC OH IN IN IN

48226 49525 21014 46231 30060 37203 27604 43617 46204 46204-2253 46207-7218

Highwoods Forsyth Lp

co Highwoods Properties Llc

Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department of Revenue Indiana Department Of Revenue Indiana Dept Of Revenue

co Highwoods Properties Llc co Rudolph libbe Properties

2290 First National Bldg Detroit Grand Rapids Bel Air Indianapolis Marietta 3322 West End Ave Ste 600 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo 100 N Senate Ave Indianapolis Indianapolis Indianapolis

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

Page 2 of 5

Served via Overnight Mail

(no valid e-mail or fax)

CREDITOR NOTICE NAME Michael L Cioffi of the City of Montgomery

ADDRESS2

COUNTRY

Canada

SBSE Insolvency Unit c o Dickinson Wright PLLC MI

ADDRESS1 1 E 4th St PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 48226

CITY Cincinnati Montgomery Grand Rapids Durham Richmond Hill Detroit

STATE OH AL MI NC ON MI

ZIP 45202 36103-4660 49501 27702-1807 L4B 1L7 48232

Dawn R Copley

CREDITOR NAME Indiana Steel & Wire Co Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Intier Automotive Closures Inc Dortec Industries Division Intier Automotive Inc Integram Windsor Division Invista ISP Elastomer c o Dickinson Wright PLLC 601 S LA Salle St Ste 310 PO Box 4346 MI IL TX 48226 60605-1725 77210

Dawn R Copley

Tim Gorman

Howard S Sher

Jacob & Weingarten PC James R Temple Janesville Products JP Morgan Chase Bank JP Morgan Chase Bank JP Morgan Chase Bank Keith Milligan Kerr Russell & Weber PLC Lear Corp Michael C Hammer 30800 Northwestern Hwy 2707 Meridian Dr Michael C Hammer 3030 W Grand Blvd Ste 10 200 10 Light St 3800 Marly PO Box 117 2 Gatehall Dr 983 Nissan Dr Jaffe Raitt Heuer & Weiss PC 24 Chestnut St 1200 N Telegraph Rd

Laura Kelly Richard Duker

Kevin L Larin & James E DeLine Edward M. Mahon, Jr.

777 Somerset Pl 108 W Scott St 2700 Patterson Ave 270 Park Ave 4th Fl 270 Park Ave PO Box 2558 3745 C Us Hwy 80 W 500 Woodward Ave Ste 2500 21557 Telegraph Rd

MI MI MI NY NY TX AL MI MI MI MI NC MI Detroit Baltimore Ste Foy Port Hope Parsippany Smyrna MI MD QC ON NJ TN MI NH MI

48084 48837 49546 10017 10017 77252 36870 48226 48034 48104 48334 27834 48104 48202 21202-1487 G1X 4A5 L1A 3V9 07054 37167 48034-8222 03820 48341

Magnesium Products of America Inc Manpower Meridian Park Meridian Technologies Inc Magnesium Products Division

c o Dickinson Wright PLLC C Garland Waller

co Dickinson Wright PLLC Michael A Cox Juandisha M Harris & Heather Donald Stephen M Sylvestri Esq

500 Woodward Ave Ste 4000 Detroit 500 Woodward Ave Ste 4000 Detroit Chicago Houston 2301 W Big Beaver Rd Troy Grand Ledge Grand Rapids New York New York Houston Phenix Detroit Southfield 301 E Liberty Ste 500 Ann Arbor Farmington Hills Greenville 301 E Liberty Suite 500 Ann Arbor

Michigan Dept of Treasury Mills & Stockbridge PC Ministre Du Revenu Du Quebec Municipality Of Port Hope Newcourt Communications Finance Corporation Nissan North America Inc

Canada Canada

Northern Engraving Corporation Nossiff & Giampa PC Oakland County Corporation Counsel

co Thomas E Coughlin Alexander G Nossiff Donald F Slavin

Gretchen Crawford County Office Building

Woody Ban

Oklahoma County Treasurer Oneida County SCU Permacel Automotive Inc PolyOne Corp Prestige Property Tax Special Princeton Properties

Asst District Attorney 800 Park Ave 4th Fl 8485 Prospect Ave 33587 Walker Rd 1025 King St East 678 Princeton Blvd Legal Dept Church St Station

OK NY MO OH ON MA NJ NY

73102 13501 64132 44012 N3H 3P5 01851 08054 10249

Canada

QAD Inc Qrs 14 Paying Agent

Jason Pickering

27777 Franklin Rd Ste 2500 Southfield Dover Pontiac 320 Robert S Kerr Rm 307 Oklahoma City Utica Kansas City Avon Lake Cambridge Lowell 10,000 Midatlantic Dr Mt Laurel PO Box 6529 New York

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

Page 3 of 5

Served via Overnight Mail

(no valid e-mail or fax)

CREDITOR NAME Qrs 14 Paying Agent Inc Railroad Drive Lp Receivable Management Services PO Box 5126

CREDITOR NOTICE NAME

ADDRESS2

COUNTRY

Phyllis A Hayes

ADDRESS1 50 Rockefeller Lobby 2 100 Vesper Executive Pk 9690 Deereco Rd Ste 200

CITY New York Tyngsboro Timonium

STATE NY MA MD

ZIP 10020-1605 01879-2710 21093

875 Heron Rd Ford Bldg

Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada S Group Automotive LLC Sales Engineering Inc Securities and Exchange Commission Securities and Exchange Commission

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 37788 Chase Court Robert A Peurach Esq 615 Griswold Ste 600 Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900

Ottawa Ottawa Dorval Belleville Ottawa Livonia Detroit Chicago Chicago

ON ON QC ON ON MI MI IL IL

K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 K1A 9Z9 48150 48226 60604 60604

Canada Canada Canada Canada Canada

Brian Green Peter Pantaleo Erin Casey & Alice Eaton

Shapero & Green LLC Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan PO Box 30744

Dept Of Commerce & Nat Res Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex

Signature Square II Ste 220 425 Lexington Ave Department Of Revenue PO Box 30004 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St

25101 Chagrin Blvd Cleveland New York 50 N Ripley St Montgomery Lansing Lansing Detroit Lansing Lansing

OH NY AL MI MI MI MI MI

44122 10017-3954 36104 48909 48909 48277-0833 48909 48918-0001

Jennifer Nelles US Trustee

First Plaza County Of Fresno

PO Box 2228

State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd Teleflex Inc Tennessee Department of Revenue Vice President & General Counsel 450 West 33rd St 270 Park Ave PO Box 2558

Canada 425 5th Ave N

Jim Leyden TN Attorney Generals Office

Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 155 S Limerick Rd Cordell Hall

Lansing Detroit Southfield Hickory Fresno Trenton Limerick Nashville 40 Westminster St Providence New York New York Houston

MI MI MI NC CA ON PA TN RI NY NY TX

48909-8244 48226 48075 28602 937151192 K8V 5R1 19468 37247 02903-2596 10001 10017 77252

Arnold Friedman Esq

Of Ingersoll Steven C Bordenkircher Esq

Canada PO Box 67

Michael F Geiger Esq

Textron Financial Corporation The Chase Manhattan Bank The Chase Manhattan Bank as Administrative Agent The Chase Manhattan Bank as Agent The Chase Manhattan Bank as Collateral Agent The Corporation Of The Town The Goodyear Tire & Rubber Co The Town Of Pageland Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates

PO Box 100

Canada

Fsia Inc

PO Box 2558 130 Oxford St 2nd Fl 1144 E Market St 126 North Pearl St 8155 TB Blvd 1306 E Triumph Dr 356 Main St 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver

Houston Ingersoll Akron Pageland Memphis Urbana Farmington Gananoque Old Fort Pageland Troy Troy

TX ON OH SC TN IL NH ON NC SC NC MI

77252 N5C 2V5 44316-0001 29728 38125 61802 03835 K7G 2T6 28762 29728 27371 48083

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

Page 4 of 5

Served via Overnight Mail

(no valid e-mail or fax)

CREDITOR NOTICE NAME

ADDRESS2

COUNTRY

Randy Lueth 211 W Fort St Ste 2001 3000 University Dr 12341 E 9 Mile Rd 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner One Village Center Dr Michael C Hammer MI MI MI MI MI CT OH IL

ADDRESS1 PO Box 33525 7201 W Friendly Ave 942 Brooks Ave 48226 48326-2356 48089 06830 44633 61866 48111 48104

CITY Detroit Greensboro Holland

STATE MI NC MI

ZIP 48232 27410-6237 49423

CREDITOR NAME 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 Village Of Rantoul

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

Visteon Climate Control

Visteon Corporation

co Dickinson Wright PLLC

Detroit Auburn Hills Warren Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township 301 E Liberty Ste 500 Ann Arbor

W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC Williamston Products Inc Young & Susser PC

co Lincoln Harris Llc Hal Novikoff

Frank Remesch Steven Susser P52940

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200 2559 Songbird Dr 26200 American Dr Ste 305

Charlotte New York Bingham Farms Troy Southfield

NC NY MI MI MI

28262-2337 10019 48025 48085 48034

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

Page 5 of 5

EXHIBIT B

EXHIBIT C

K&E 11689483.7

Counterparty Alba, Inc.

Counterparty Address 455 Mill Street Attn: Gasper Palazzolo Williamston, MI 48895

Description of Lease Lease of nonresidential real property located at 845 Progress Court, Williamston, MI 48895

Cure Amount $10,461.66

K&E 11689483.7