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
Bidding Procedures Relief Hearing Date: April 12, 2007 at 2:00 p.m. Bidding Procedures Relief Objection Deadline: April 9, 2007 at 4:00 p.m. Sale Approval Relief Hearing Date: May 10, 2007 at 2:00 p.m. Sale Approval Relief Objection Deadline: May 4, 2007 at 4:00 p.m

DEBTORS MOTION FOR THE ENTRY OF ORDERS APPROVING BIDDING PROCEDURES, SALE OF CERTAIN OF THE ASSETS OF THE DEBTORS INTERIORS PLASTICS GROUP FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS AND RELATED RELIEF The above-captioned debtors (collectively, the Debtors) hereby move the Court (this Motion) for the entry of (A) an order, substantially in the form of Exhibit A, (the Bidding Procedures Order), (i) approving (a) notice and bidding procedures and (b) bid protections, including overbid protections and expense reimbursement, in connection with
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. 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 11669648.12

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proposed sale of certain of the assets of the Debtors interiors plastics group (the Interiors Plastics Group), (ii) scheduling a hearing and setting bidding and objection deadlines in connection with such sale, (iii) approving the notice of the proposed sale, the bidding procedures, the auction and the sale hearing, (iv) scheduling an auction, (v) scheduling a hearing to approve the proposed sale and (vi) establishing procedures, including procedures for determination of cure amounts, in connection with the potential assumption and assignment of certain executory contracts and unexpired leases; and (B) an order, substantially in the form of Exhibit B, (the Sale Order) (i) authorizing and approving the asset purchase agreement, substantially in the form of Exhibit C, (the Asset Purchase Agreement) or such other form of purchase agreement between the Debtors and the successful bidder at the auction, (ii) authorizing and approving the sale of certain of the assets of the Interiors Plastics Group subject to such agreement free and clear of all liens, claims, encumbrances and other interests, (iii) authorizing and approving the assumption and assignment of certain executory contracts and unexpired leases and (iv) granting certain related relief. In support of this Motion, the Debtors respectfully state as follows: Introduction 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 and the Debtors principal customers.

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The Debtors, in consultation with the agent for their senior, secured prepetition lenders (the Prepetition Agent), determined that the sale of the Interiors Plastics Group as a standalone entity would maximize value for the Debtors estates and creditors. The Debtors

proceeded to contact over 200 potential financial and strategic buyers for the Interiors Plastics Group. After examining the bids received from certain potential buyers, the Debtors and their advisors determined that the offer from Cadence Innovation LLC (the Proposed Purchaser) was the highest and best offer received by the Debtors for the Interiors Plastics Group. After making such determination, the Debtors negotiated a letter of intent and then the Asset Purchase Agreement with the Proposed Purchaser. The Debtors now seek Court approval of the offer received from the Proposed Purchaser for the Interiors Plastics Group, subject to a market test through an auction that will serve to ensure that the Debtors maximize the value for the Interiors Plastics Group. Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This

matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a), 363, 365,

503, 507 and 1146 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rules 2002(a)(2), 3007, 6004, 6006, 9007 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 2002-1 and 6004-1 of the Local Rules of the Bankruptcy Court for the Eastern District of Michigan (the Local Rules).

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Background I. General Background. 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions

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

unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. On January 11, 2007, the Court approved on a final basis that certain

Customer Agreement (the Customer Agreement) by and between the Debtors, the Prepetition Agent and the agent for the Debtors senior, secured postpetition lenders (the Agents) and certain of the Debtors major 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 Debtors major customers. 7. On January 24, 2007, the Debtors filed the First Amended Joint Plan of Collins &

Aikman Corporation and Its Debtor Subsidiaries [Docket No. 3976] (as modified, the Plan). On 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 steering committee for the Debtors senior, secured prepetition lenders, the Committee and the Debtors major customers. This Court has adjourned the hearing on confirmation of the Plan to

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May 24, 2007. See Ex Parte Motion for Entry of an Order (A) Extending the Deadline to Vote on and Object to the Debtors Chapter 11 Plan and (B) Adjourning the Hearing on Confirmation of Such Plan [Docket No. 4395]. 8. 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 Order). II. The Debtors Extensive Marketing and Sales Efforts. 9. In December 2006, the Debtors, in consultation with the Prepetition Agent, started

their initial marketing and sales efforts with respect to the assets of the Interiors Plastics Group. In particular, the Debtors contacted 205 potential financial and strategic buyers that the Debtors had identified as likely purchasers of the assets of the Interiors Plastics Group, 47 of which executed a non-disclosure agreement and received confidential information. The Debtors also conducted 17 management presentations and site tours with potential purchasers. 10. As a result of these marketing efforts, the Debtors received seven first-round bids

for the assets of the Interiors Plastics Group and no indications of interest from the remaining 198 parties contacted. After the interested parties conducted their due diligence, the Debtors received two final-round bids. Based on the value of these two bids, the Debtors and their advisors determined, in their business judgment and after consultation with the Prepetition Agent, that the offer from the Proposed Purchaser was the highest and best offer received, given, among other things, the proposed purchase price and the ability to quickly consummate a deal. The Debtors then proceeded, in consultation with the Prepetition Agent, to negotiate the terms of an asset purchase agreement with the Proposed Purchaser. As a result of extensive, arms-length negotiations, on March 30, 2007, the Debtors and the

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Proposed Purchaser entered into the Asset Purchase Agreement regarding the purchase of the assets of the Interiors Plastics Group. III. The Asset Purchase Agreement. 11. The following sets forth a summary of the material terms and conditions of the

Asset Purchase Agreement:2 Provision Cash Purchase Price Description $68 million, subject to certain adjustments.

Resolution of Certain of Resolution of the Debtors obligations (a) to an affiliate of General Electric Capital Corporation related to the Debtors the Debtors Obligations facility in Hermosillo, Mexico with a face amount of obligations of approximately $76 million plus (b) to General Electric Capital Corporation and Textron Financial Corporation (or their affiliates) related to equipment that is the subject of various financing arrangements with a face amount of obligations of approximately $10 to $20 million. Purchased Assets All of the Debtors right, title and interest (including indirect and other forms of beneficial ownership) in the properties, assets and rights of every kind and nature related to the Interiors Plastics Group, wherever located or by whomever possessed, but excluding the Excluded Assets. The Purchased Assets do not include: (a) any and all rights under the Asset Purchase Agreement, claims, counterclaims, demands and causes of action of Sellers, including, without limitation, avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code; (b) any and all rights under all leases other than the Assumed Leases and all Contracts other than the Assumed Contracts, including any accounts receivable arising out of or in connection with any Contracts other than the Assumed Contracts; (c) all billed Accounts Receivable; (d) all Sellers right, title and interest to payments from customers in respect of PPAP Tooling; (e) any and all instruments, receivables for services performed prior to the Closing Date, letters of credit proceeds, tax refunds and accounts, in each case relating to any

Excluded Assets

Capitalized terms used in the summary of the Asset Purchase Agreement that are not defined herein shall have the meaning given in the Asset Purchase Agreement attached hereto as Exhibit C. To the extent of any inconsistency between the summary set forth herein and the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern.

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Provision

Description other Excluded Assets; (f) any and all (i) cash and cash equivalents, including the Purchase Price, (ii) letters of credit, (iii) prepaid payroll and withholding taxes, (iv) prepaid insurance, including any assets related to self-insurance plans, (v) retainers for legal, financial and other professionals funded by or on behalf of Sellers, (vi) equity or debt interests in subsidiaries, (vii) vendor rebates and other amounts due from vendors as a result of overpayments or returns, (viii) deferred income taxes, and (ix) Deposits other than as set forth on Schedule 2.1(a)(vii) of the Asset Purchase Agreement; (g) any of Sellers rights, title and interest in any surcharges, true-ups, administrative expenses, severance, engineering costs, professional fees and other amounts due under the Customer Agreement including any true-ups or payments related to the purchase of inventory under the Customer Agreement; (h) all rights (i) under Sellers insurance policies relating to the Business (including, without limitation, health insurance, workers compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Excluded Assets; (i) all Excluded IP Assets and Retained IP Assets; (j) any: (i) confidential personnel and medical records pertaining to any Employee who is not hired by Purchaser; (ii) books and records that the Sellers are required by Law to retain or that the Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements and corporate or other entity filings; provided, that Purchaser shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; (iii) any information management systems of the Sellers, other than those used or held for use primarily in the conduct of the Business; and (iv) minute books, stock ledgers and stock certificates of Parent or any of its Subsidiaries; (k) any claim, right or interest of the Sellers in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (l) any rights, claims or causes of action of the Sellers against third parties relating to assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date or included in Schedule 2.1(b)(i) of the Asset Purchase Agreement; (m) all GE-Textron Equipment; provided, that if Purchaser enters into an Alternative Agreement with respect to any or all of the GE-Textron Equipment, the equipment covered by any such Alternative

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Provision

Assumed Liabilities

Description Agreement shall not be Excluded Assets; (n) Sellers rights, title and interests in any assets not primarily related to the Business or included in Section 2.1(b)(i) of the Asset Purchase Agreement; (o) any intercompany accounts receivables owed to any Sellers by any Affiliate of the Sellers, including distributions from Sellers European Affiliates; (p) all Employee Benefit Plans including Sellers rights, title and interests in any (i) assets related to a defined benefit or defined contribution retirement plan, and (ii) assets related to non-qualified deferred compensation plan (except to the extent related Liabilities of such Employee Benefit Plans are agreed to be assumed by Purchaser); (q) escrow amounts related to workers compensation claims; (r) assets related to a medical or retiree medical plan; (s) any of Sellers rights, title and interests in assets (other than Intellectual Property, which is addressed in Section 2.2(i) of the Asset Purchase Agreement) (i) primarily related to the carpet and acoustics division (also known as the soft trim division), (ii) primarily related to the Sellers convertibles business, (iii) primarily related to the Sellers exteriors business, or (iv) except for such assets primarily related to the Acquired Programs (unless the Proposed Purchaser has entered into a reasonably acceptable supply agreement pursuant to Section 8.18 of the Asset Purchase Agreement), or except as listed on Schedule 2.2(s) of the Asset Purchase Agreement, located at Sellers Belvidere, Windsor, St. Louis, Americus, Evart or Columbia facilities; (t) any of Sellers rights to receive payments or reimbursements related to the Ford V229 commercial issue, and the rights to receive payments with respect to the commercial issue(s) set forth on Schedule 4.4 of the Asset Purchase Agreement (subject to any limitations set forth on such schedule); (u) the note receivable from Johnson Controls Inc. with respect to Sellers Scarborough facility; (v) all Trademarks and Internet domain names owned by Sellers that include the names Collins & Aikman or C&A, and any derivatives thereof, except as provided in a transition services agreement; and (w) assets listed on Schedule 2.2 of the Asset Purchase Agreement. As of the Closing, the Proposed Purchaser shall assume the following Liabilities: (a) all Liabilities of Sellers under the Assumed Agreements first arising after the Closing and not pertaining to a pre-Closing failure to perform, breach or other event, and the Compromised Liabilities; (b) all other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees arising after the Closing and not pertaining to a pre-Closing event; (c) all Liabilities relating to amounts required to be paid by the Proposed Purchaser in the

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Provision

Description Asset Purchase Agreement; (d) Liabilities with respect to downward price differentials related to Accrued Engineering Changes, which for the avoidance of doubt, shall be processed and paid by the Propose Purchaser; (e) all Liabilities under accounts payable with respect to Development Tooling, but only to the extent that the aggregate assets recoverable from the customers are adequate to satisfy such Liabilities in the aggregate; and (f) the Liabilities, if any, set forth on Schedule 2.3 to the Asset Purchase Agreement. All Liabilities other than Assumed Liabilities. The Asset Purchase Agreement may be terminated by the Proposed Purchaser and/or the Sellers upon the occurrence of a variety of circumstances as set forth in Section 4.4 of the Asset Purchase Agreement, including, without limitation, (a) the Proposed Purchaser is not satisfied with its due diligence inquiry by April 17, 2007, (b) the Proposed Purchaser fails to enter into Alternative Contracts on terms acceptable to the Sellers by April 17, 2007, (c) the occurrence of a material adverse effect on the Purchased Assets, the business, operations, assets, liabilities, prospects or condition of the Interiors Plastics Group or the Sellers ability to consummate the transactions contemplated under the Asset Purchase Agreement, (d) the Proposed Purchaser fails to enter into a memorandum of understanding with respect to each of the Sellers unions covered under the Collective Bargaining Agreement by April 17, 2007 and (e) the Proposed Purchaser shall fail to obtain all necessary consents from Original Equipment Manufacturer customers by April 17, 2007. In the event after entry of the Bidding Procedures Order, the Asset Purchase Agreement is terminated and Sellers (A) accept a bid, other than that of the Proposed Purchaser, as the highest and best offer or (B) sell, transfer, lease or otherwise dispose directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Seller or otherwise), all or substantially all of the Purchased Assets in a transaction or series of transactions to a party or parties other than the Proposed Purchaser for higher and better consideration than the consideration provided for in the Asset Purchase Agreement within six months from the date hereof, Sellers shall pay the Proposed Purchaser (to the extent not previously reimbursed) an amount equal to the reasonable, out-of-pocket documented costs and expenses incurred by Proposed Purchaser in connection with its due diligence investigation of the Business and the negotiation and execution of the Letter of Intent, the Asset Purchase

Excluded Liabilities Termination Events

Expense Reimbursement

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Provision

Closing

Description Agreement and furtherance of the transactions contemplated hereby, up to a maximum amount of costs and expenses equal to $3,000,000 on terms set forth in the Bidding Procedures Order; provided, however, that no expense reimbursement shall be payable if, at the time of the termination of the Asset Purchase Agreement, Proposed Purchaser had not entered into the Alternative Contracts acceptable to Sellers. The Closing shall take place at the offices of Kirkland & Ellis LLP located at 200 East Randolph Drive, Chicago, Illinois (or at such other place as the Parties may designate in writing) at 10:00 a.m. (New York City time) on the first Business Day following the satisfaction or waiver of the conditions set forth in Article X of the Asset Purchase Agreement are satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the Parties.

IV.

The Proposed Bidding Procedures. 12. The sale of the Purchased Assets pursuant to the Asset Purchase Agreement is

subject to higher and better offers. To ensure that the highest and best price is received for the Purchased Assets, the Debtors have established the proposed bidding procedures to govern the submission of competing bids at an auction. Accordingly, the Debtors seek this Courts approval of the proposed bidding procedures set forth on Exhibit D (the Bidding Procedures) and incorporated herein in their entirety by this reference. The Debtors note that the proposed Bidding Procedures are similar to the procedures recently approved by this Court pursuant to the Standard Procedures Order. 13. As part of the Bidding Procedures, the Debtors seek approval of certain bid

protections, including expense reimbursement and overbid protections. In particular, pursuant to the Asset Purchase Agreement, the Debtors have agreed to reimburse the Proposed Purchaser for its documented out-of-pocket costs, fees and other expenses incurred in connection with the proposed sale up to a maximum aggregate amount of $3,000,000 (the

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Expense Reimbursement).

No Expense Reimbursement would be payable unless (a) the

Debtors enter into a transaction that the Debtors deem to be higher and better at an auction (or if a later series of sales produces an aggregate higher price) (the Alternative Transaction) and (b) the Potential Purchaser enters into the Alternative Contracts acceptable to the Debtors. The Debtors are requesting that, in the event the Expense Reimbursement becomes due and payable, the Expense Reimbursement be allowed as an administrative expenses in these cases pursuant to section 503(b)(1) of the Bankruptcy Code. As discussed further below, the

Expense Reimbursement is reasonable based on both (a) the amount of effort that this transaction has required of the Proposed Purchaser, which has produced substantial benefits to the Debtors and (b) the overall consideration to the Debtors from this transaction, which includes both cash and assumption of (and avoidance for the Debtors of) substantial potential administrative expenses and other claims. 14. In addition, pursuant to the Asset Purchase Agreement, the Debtors have agreed

to provide certain overbid protections. In particular, (a) a competing bidder, if any, for all or a substantial part of the Purchased Assets must submit an initial minimum overbid of $4,000,000 (the Expense Reimbursement plus a $1 million increment) more than the Purchase Price and (b) any bids made thereafter must be in additional increments of at least $500,000 more than the Purchase Price (collectively, the Overbid Protections); provided that the Debtors shall retain the right to modify the bid increment requirements at the Auction (as defined below). Relief Requested 15. By this Motion, the Debtors seek the entry of: (a) the Bidding Procedures Order

(substantially in form and substance attached hereto as Exhibit A) (i) approving the Bidding Procedures, (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections, (iii) scheduling an auction (the

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Auction), (iv) scheduling a hearing to approve the proposed sale (the Sale) of the Purchased Assets (or substantially the Purchased Assets) to the Proposed Purchaser or such other successful bidder at the Auction (the Sale Hearing), (v) approving the notice of the proposed Sale, the Bidding Procedures, the Auction and the Sale Hearing and (vi) establishing procedures for determining cure amounts in connection with the potential assumption and assignment of certain executory contracts and unexpired leases; and (b) the Sale Order (substantially in form and substance attached hereto as Exhibit B) (i) approving the Asset Purchase Agreement or such other form of purchase agreement between the Debtors and the successful bidder at the Auction, (ii) authorizing the Sale to be free and clear of all liens, claims, encumbrances and other interests, (iii) authorizing the assumption and assignment of certain executory contracts and unexpired leases and (iv) granting other related relief. Basis for Relief I. Approval of the Bidding Procedures Is Appropriate and in the Best Interests of the Debtors Estates and Their Creditors. A. 16. The Bidding Procedures Are Appropriate and Will Maximize the Value Received for the Purchased Assets. 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. See Stephen Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (adopting the sound business purpose standard for sales proposed pursuant to section 363(b)(1)); 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 Lionel

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Corp., 722 F.2d 1063, 1070 (2d Cir. 1983); In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999); In re Delaware & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991); In re Ernst Home Center, Inc., 209 B.R. 974, 979 (Bankr. W.D. Wash. 1997). 17. 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 a 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. 18. Courts have made clear that a debtors business judgment is entitled to substantial

deference with respect to the procedures to be used in selling assets from the estate. See, e.g., In re After Six, Inc., 154 B.R. 876, 881 (Bankr. E.D. Pa. 1993) (noting that courts should defer to debtors business judgment with respect to bidding on assets). 19. The paramount goal in any proposed sale of property of the estate is to maximize

the proceeds received by the estate. See, e.g., In re Food Barn Stores, Inc., 107 F.3d 558, 564-65 (8th Cir. 1997) (in bankruptcy sales, a primary objective of the Code [is] to enhance the value of the estate at hand); Integrated Resources, 147 B.R. at 659 (It is a well-established principle of bankruptcy law that the . . . [debtors] duty with respect to such sales is to obtain the highest price or greatest overall benefit possible for the estate.) (quoting In re Atlanta Packaging Prods., Inc., 99 B.R. 124, 130 (Bankr. N.D. Ga. 1988)).

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20.

To that end, courts uniformly recognize that procedures intended to enhance

competitive bidding are consistent with the goal of maximizing the value received by the estate and therefore are appropriate in the context of bankruptcy sales. See, e.g., In re Finl News Network, Inc., 126 B.R. 152, 156 (Bankr. S.D.N.Y. 1991) (court-imposed rules for the disposition of assets . . .[should] provide an adequate basis for comparison of offers, and [should] provide for a fair and efficient resolution of bankrupt estates). 21. Indeed, this Court recently approved procedures substantially the same as the

Bidding Procedures proposed herein. See Standard Procedures Order [Docket No. 4177]. In addition, procedures to dispose of assets, similar to the proposed Bidding Procedures, have been approved in other large, complex chapter 11 cases. See, e.g., In re Dana Corp., Case No. 0610354 (Bankr. S.D.N.Y. Oct. 19, 2006); In re Delphi Corp., Case No. 05-44481 (Bankr. S.D.N.Y. June 22, 2006); In re Oxford Automotive, Inc., Case No. 04-74377 (Bankr. E.D. Mich. Jan. 24, 2005); see also In re Calpine Corp., Case No. 05-60200 (Bankr. S.D.N.Y. Dec. 6, 2006); In re Kmart Corp., 02-B02474 (Bankr. N.D. Ill. Sept. 4, 2002); In re Polaroid Corp., Case No. 01-10864 (Bankr. D. Del. Nov. 19, 2001). 22. The Debtors believe that the Bidding Procedures will establish the parameters

under which the value of the Debtors assets may be tested at an auction and ensuing sale hearing. Such procedures will increase the likelihood that the Debtors will receive the greatest possible consideration for their assets because they will ensure a competitive and fair bidding process. They also allow the Debtors to undertake an auction in as expeditious and efficient manner as possible, which the Debtors believe is essential to maintaining and maximizing the value of their estates. In order to prevent chilling of bidding for the major plants and businesses included in this sale, cause exists under section 363(k) of the Bankruptcy Code to

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deem credit bids for equipment and related property not to be a Qualified Bid (as defined in the Bidding Procedures), if such bid would make the sale of the remainder of the property at the relevant plant(s) and the related business reasonably impracticable at what would otherwise be the highest and best terms available to the Debtors estates. 23. The Debtors also believe that the proposed Bidding Procedures will promote

active bidding from seriously interested parties and will dispel any doubt as to the best and highest offer reasonably available for the Debtors assets. In particular, the proposed

Bidding Procedures will allow the Debtors to conduct an auction in a controlled, fair and open fashion that will encourage participation by financially-capable bidders who demonstrate the ability to close a transaction. 24. In sum, the Debtors believe that the Bidding Procedures will encourage bidding

for their assets and are consistent with the relevant standards governing auction proceedings and bidding incentives in bankruptcy proceedings. Accordingly, the proposed Bidding Procedures are reasonable, appropriate and within the Debtors sound business judgment under the circumstances. B. 25. The Expense Reimbursement and Overbid Protections Are Appropriate Under the Circumstances. The Proposed Purchaser proceeded in reliance on promises by the Debtors to seek

the Expense Reimbursement and Overbid Protections and in reasonable expectation that this Court would enter an order providing such relief. The Debtors submit that expense

reimbursement and overbid protections are a normal and oftentimes necessary component of sales outside the ordinary course of business under section 363. In particular, expense

reimbursement encourages a potential purchaser to invest the requisite time, money and effort to conduct due diligence and sale negotiations with a debtor despite the inherent risks and

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uncertainties of the chapter 11 process. See, e.g., In re Comdisco, Inc., Case No. 01-24795 (RB) (Bankr. N.D. Ill. Aug. 9, 2002) (approving a termination fee as, inter alia, an actual and necessary cost and expense of preserving the debtors estate, of substantial benefit to the debtors estate and a necessary inducement for, and a condition to, the proposed purchasers entry into the purchase agreement); Integrated Resources, 147 B.R. at 660 (noting that fees may be legitimately necessary to convince a white knight to offer an initial bid by providing some form of compensation for the expenses such bidder incurs and the risks such bidder faces by having its offer held open, subject to higher and better offers); In re Hupp Indus., 140 B.R. 191, 194 (Bankr. N.D. Ohio 1997) (without any reimbursement, bidders would be reluctant to make an initial bid for fear that their first bid will be shopped around for a higher bid from another bidder who would capitalize on the initial bidders . . . due diligence); In re Marrose Corp., 1992 WL 33848, at *5 (Bankr. S.D.N.Y. 1992) (stating that [a]greements to provide reimbursement of fees and expenses are meant to compensate the potential acquirer who serves as a catalyst or stalking horse which attracts more favorable offers); 995 Fifth Ave. Assocs., 96 B.R. at 28 (finding that bidding incentives may be legitimately necessary to convince a white knight to enter the bidding by providing some form of compensation for the risks it is undertaking) (citations omitted). 26. The Sixth Circuit considers the following factors in determining the propriety of

allowing any reimbursement to an initial bidder: a. b. c. whether the amount requested correlates with the maximization of value to the debtors estate; whether the underlying negotiated agreement is an arms-length transaction between the debtors estate and the negotiating acquirer; whether the principal secured creditors and the official committee of unsecured creditors are supportive of the concession;

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d. e. f. g.

whether the amount constitutes a fair and reasonable percentage of the proposed purchase price; whether the amount is so substantial that it provides a chilling effect on other potential bidders; the existence of available safeguards beneficial to the debtors estate; and whether there exists a substantial adverse impact upon unsecured creditors, where such creditors are in opposition to the break-up fee.

See Hupp, 140 B.R. at 194. Here, these factors support approval of the Expense Reimbursement. 27. First, the offer by the Debtors of the Expense Reimbursement induced the

Proposed Purchaser to submit a bid that will serve as a minimum floor bid on which other bidders may rely. Therefore, the Proposed Purchaser has provided a material benefit to the Debtors, their estates and their respective creditors by encouraging bidding and increasing the likelihood that the best possible price for the Purchased Assets will be received. See, e.g., Comdisco, Case No. 01-24795 (RB) (Bankr. N.D. Ill. Aug. 9, 2002) (finding proposed termination fee to be of substantial benefit to the debtors estate); Kmart, Case No. 02-B02474 (SPS) (Bankr. N.D. Ill. May 10, 2002); Integrated Resources, 147 B.R. at 659 (noting that termination payment is an important tool to encourage bidding and to maximize the value of the debtors assets). 28. Second, the proposed Expense Reimbursement is a result of an arms-length

negotiated agreement between the Debtors and the Proposed Purchaser. There is no evidence or reason to believe that the relationship between the Debtors and the Proposed Purchaser has been tainted by self-dealing or manipulation. 29. Third, neither the Prepetition Agent nor the Committee objects to the proposed

Expense Reimbursement.

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30.

Fourth, the Debtors believe that the proposed Expense Reimbursement is fair and

reasonably compensates the Proposed Purchaser for taking actions that will benefit the Debtors estates. Indeed, the Expense Reimbursement accounts, in part, for efforts taken by the

Proposed Purchaser that will resolve certain heavily contested and costly issues between the Debtors and General Electric Capital Corporation (GECC) and Textron Automotive Corporation (Textron). In particular, the Proposed Purchaser will negotiate the withdrawal of certain secured and administrative claims related to equipment that the Debtors leased from or financed with GECC and Textron. 31. Additionally, the Expense Reimbursement takes into account the

Proposed Purchasers efforts to negotiate with certain of the Debtors vendors, customers and unions regarding new terms of purchase, sale and labor contracts with respect to certain of the automotive component production programs related to the Interiors Plastics Group. Without such negotiation of terms, the Debtors would be unable to sell the Interiors Plastics Group for the best price and, therefore, would be compelled to seek less advantageous alternatives with respect to the Interiors Plastics Group. 32. Fifth, the Debtors believe that the Expense Reimbursement will not have a

chilling effect on the sale process. Rather, the Proposed Purchaser has increased the likelihood that the best possible price for the Purchased Assets will be received. In particular, the efforts by the Proposed Purchaser to re-distribute certain component production programs so as to increase the profitability of the Interiors Plastics Group business could indicate to other possible purchasers that the operations of the Interiors Plastics Group may contain increased value. Such an indication may induce other purchasers to offer a higher purchase price for the Interiors Plastics Group.

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33.

Finally, the Expense Reimbursement will be paid only if, among other things, the

Debtors enter into an Alternative Transaction. Accordingly, no Expense Reimbursement will be paid unless a higher and better offer was achieved and consummated. 34. Likewise, the Overbid Protections are reasonable under the circumstances and

will enable the Debtors to maximize the value for the Purchased Assets while limiting any chilling effect in the sale process. The Overbid Protections merely reflect the

Expense Reimbursement and an additional small increment above the Expense Reimbursement, which is reasonable and less than increments in other similar situations. See, e.g., Finl News Network, 126 B.R. at 154 (requiring minimum overbid of 9.5% in excess of the original purchase price); In re Wintex, Inc., 158 B.R. 540, 543 (D. Mass. 1992) (finding that a 10% overbid increment is one example of a reasonable litmus test). The Overbid Protections not only compensate the Debtors for the risk that they assume in foregoing a known, willing and able purchaser for a new potential acquirer, but also ensure that there is an increase in the net proceeds received by their estates, after deducting the Expense Reimbursement to be paid to the Proposed Purchaser in the event of a prevailing overbid. Moreover, this Court has previously approved an expense reimbursement and overbid protections in connection with the Debtors sale of their Williamston, Michigan facility. See March 12, 2007 Tr. at 19. C. 35. The Proposed Notice, the Bidding Procedures, the Auction, the Sale and the Sale Hearing Are Appropriate. The Debtors believe that they will obtain the maximum recovery for their

creditors if the Purchased Assets are sold through a well-advertised auction. The Debtors already have taken steps to canvass the market and pinpoint the universe of parties that are capable of taking interest in the Purchased Assets and maximizing the value received for such

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assets.

In addition, the Debtors expect that an auction would result in a bidding process

involving one or more interested parties. 36. Under Bankruptcy Rule 2002(a) and (c), the Debtors are required to notify

creditors of the proposed Sale of the Purchased Assets, including a disclosure of the time and place of the Auction, the terms and conditions of the Sale and the deadline for filing any objections. The Debtors request that notice of the Bidding Procedures Order, the Auction, the Sale and the Sale Hearing be deemed adequate and sufficient if: a. within five business days of the entry of the Bidding Procedures Order, the Debtors serve by first class mail, postage prepaid, copies of (i) the Bidding Procedures Order, (ii) the Bidding Procedures and (iii) a detailed notice regarding the Sale (the Sale Notice), substantially in the form of Exhibit E.3 The Sale Notice, together with a copy of the Bidding Procedures Order and the Bidding Procedures, will be served upon (i) the Core Group, (ii) the Primary Service List4 and (iii) all parties reasonably known by the Debtors to have an interest in or claim against the Purchased Assets (collectively, the Notice Parties); and within ten business days of the entry of the Bidding Procedures Order, the Debtors publish a notice (the Publication Notice), substantially in the form of Exhibit E, in the National Edition of The Wall Street Journal and the Detroit Free Press. Debtors submit that the foregoing notice complies fully with

b.

37.

The

Bankruptcy Rule 2002 and is reasonably calculated to provide timely and adequate notice of the Bidding Procedures, the Auction, the Sale and the Sale Hearing to the Debtors creditors and other parties in interest and also to those who have expressed an interest or are likely to express

In accordance with Bankruptcy Rule 2002(c)(1), the Sale Notice includes, among other things, (a) the date, time and place of the Auction and the Sale Hearing, (b) a summary of the terms and conditions of the Sale (including reasonably specific identification of the Purchased Assets), (c) the time fixed for filing objections to the Sale, (d) a description that the Sale of the Purchased Assets is free and clear of liens (other than permitted liens and Assumed Liabilities), (e) the commitment by the Proposed Purchaser to assume the Assumed Liabilities and (f) notice of the proposed cure amounts and the right and deadline to object thereto and otherwise object to the proposed assumption and assignment of the Assigned Contracts. The Sale Notice and the Publication Notice (as defined below) also will direct parties to contact Kirkland & Ellis LLP, counsel to the Debtors, for more information and will provide that any party that wishes to obtain a copy of this Motion may make such a request in writing to Kirkland & Ellis LLP, 200 East Randolph Drive, Attn: Ray C. Schrock and Marc J. Carmel, Chicago, Illinois 60601, Telephone: (312) 861-2000, Facsimile: (312) 861-2200, or by accessing the website of the Debtors claims and noticing agent, Kurtzman Carson Consultants LLC, at http://www.kccllc.net/collinsaikman. Primary Service List and Core Group shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

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an interest, in bidding on the Purchased Assets.

Based upon the foregoing, the Debtors

respectfully request that this Court approve the notice procedures proposed above. D. 38. The Proposed Notice Procedures for the Assumed Agreements and the Identification of Related Cure Amounts Are Appropriate. In connection with the Sale, the Debtors also seek authority under sections 105(a)

and 365 of the Bankruptcy Code to assume and assign certain executory contracts and unexpired leases to the Proposed Purchaser. Proposed Purchaser certain The Debtors may potentially assume and assign to the contracts and unexpired leases (the

executory

Assumed Agreements). The proposed cure obligations necessary to be paid under section 365 of the Bankruptcy Code (the Cure Amounts) for the prepetition Assumed Agreements shall be included in the Sale Notice. 39. Pursuant to the Asset Purchase Agreement, the Debtors and the

Proposed Purchaser have classified the Assumed Agreements into the following three categories: (a) Designated Contracts; (b) Alternative Contracts; and (c) Undesignated Contracts. Designated Contracts shall be assumed and assigned upon Closing. Alternative Contracts, which are contracts that the Proposed Purchaser has determined to re-negotiate, may, if appropriate, be assumed and assigned upon Closing. All contracts that are not classified as

Designated Contracts or Alternative Contracts under the Asset Purchase Agreement that may be assumed and assigned upon Closing or thereafter are Undesignated Contracts. 40. The Debtors believe that the classification of the Assumed Agreements is in the

best interests of the Debtors estates. The Proposed Purchaser has agreed to accommodate the deadlines with respect to the sale of the Debtors assets set forth in the Customer Agreement and otherwise. To accommodate such deadlines, the Proposed Purchaser will not be able to make a final determination on assumption or rejection with respect to all of the Assumed Agreements

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prior to Closing.

Without such classification of the Assumed Agreements, the

Proposed Purchaser would be compelled to prematurely decide whether to assume such contracts. The Proposed Purchaser could not be certain that any premature decision to assume would not ultimately be detrimental to the Proposed Purchasers interests. As such, to account for such uncertainty, the Proposed Purchaser would reduce the purchase price for the Purchased Assets to the detriment of the Debtors estates and creditors. 41. Irrespective of the classification of an Assumed Agreement under the Asset

Purchase Agreement, a copy of the Sale Notice, which will include, among other things, notice of the proposed Cure Amounts and the right and deadline to object to such Cure Amounts and to otherwise object to the proposed assumption and assignment of the Assumed Agreements, will be served on each of the counterparties to the Assumed Agreements consistent with the notice procedures requested herein, as approved by the Court. 42. The Debtors request that, if a counterparty to an Assumed Agreement does not

(a) properly object to the applicable Cure Amounts and/or adequate assurance of future performance by the Proposed Purchaser on or before May 4, 2007 (the Cure Objection Deadline), (b) set forth a specific default in any executory contract or unexpired lease in such objection or (c) claim a specific monetary amount that differs from the Cure Amount (if any) specified by the Debtors in the Sale Notice n such objection, the Court may enter an order deeming the amount set forth in the Sale Notice to be the actual Cure Amount payable under section 365 of the Bankruptcy Code and forever barring the counterparty to the Assumed Agreement from objecting to the Cure Amounts and from asserting any additional cure or other amounts against the Debtors, their estates and the Proposed Purchaser with respect to such Assumed Agreement and from objecting to adequate assurance of future performance.

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43.

Where a counterparty to an Assumed Agreement timely files an objection

asserting a higher cure amount than the Cure Amount identified by the Debtors and the parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be paid under section 365 of the Bankruptcy Code with respect to such objection will be determined at the Sale Hearing or such other date and time as may be fixed by this Court. All other objections to the proposed assumption and assignment of the Assumed Agreement will be heard at the Sale Hearing. 44. Except as may otherwise be agreed to by any party to an Assumed Agreement, at

the Closing or soon thereafter, the Debtors shall cure those defaults under the Assumed Agreements that need to be cured in accordance with section 365(b) of the Bankruptcy Code, by payment of the Cure Amounts or providing adequate assurance that the Debtors will promptly pay the Cure Amounts. II. Approval of the Proposed Sale Is Appropriate and in the Best Interests of the Debtors Estates and Creditors. 45. In accordance with Bankruptcy Rule 6004, sales of property rights outside the The Debtors have

ordinary course of business may be by private sale or public auction.

determined, after consultation with the Prepetition Agent, that the Sale of the Purchased Assets by public auction will enable them to obtain the highest and best offer for these assets (thereby maximizing the value of their estates) and is in the best interests of the Debtors, their estates and creditors. In particular, the Asset Purchase Agreement is the result of comprehensive,

arms-length negotiations for the Sale of the Purchased Assets, and the Sale pursuant to the terms of the Asset Purchase Agreement subject to higher or otherwise better offers at the Auction will provide a greater recovery for the Debtors estates than would be provided by any other available existing alternative.

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A.

The Sale of the Purchased Assets Pursuant to the Asset Purchase Agreement Is Authorized by Section 363 as a Sound Exercise of the Debtors Business Judgment. Section 363(b) of the Bankruptcy Code provides, in relevant part, that the

46.

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) when such use is an exercise of the debtors sound business judgment and when the use of the property is proposed in good faith. See, e.g., Stephen Indus., 789 F.2d at 390; Delaware & Hudson Ry., 124 B.R. at 176; Lionel, 722 F.2d at 1070; see also Fulton State Bank, 933 F.2d at 515; Montgomery Ward, 242 B.R. at 153; Ernst Home Center , 209 B.R. at 979. 47. 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. 48. The Debtors have proposed the Sale of the Purchased Assets after thorough

consideration of all viable alternatives and have concluded that such Sale is supported by a number of sound business reasons. In particular, once the Debtors determined that it was not feasible to reorganize their operations, the Debtor and their advisors, after conducting a thorough analysis of the Interiors Plastics Group and examining a number of alternatives, determined that

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the sale of the Interiors Plastics Group as a stand-alone entity would maximize the value of such assets to the Debtors estates and creditors. 49. Additionally, 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 operations of the Debtors plastics business, of which the Interiors Plastics Group is a part. The relief requested herein will assist in the Debtors efforts to wind-down their plastics businesses and generate cash proceeds for the benefit of the Debtors estates and creditors. 50. Moreover, the value the Debtors will receive for the Sale of the Interiors Plastics

Group as a going concern exceeds any value the Debtors could get for the Purchased Assets if the Debtors were required to liquidate their assets piecemeal. In fact, no other entity or group of entities has provided a definitive offer to purchase the Purchased Assets for greater economic value to the Debtors estates than the Proposed Purchaser. 51. The Debtors also believe that the value of the consideration to be received for the As further

Purchased Assets under the Asset Purchase Agreement is fair and reasonable.

assurance of value, however, the Proposed Purchasers initial bid will be tested through the Auction consistent with the requirements of the Bankruptcy Code, the Bankruptcy Rules and pursuant to the Bidding Procedures approved by the Court. Consequently, the fairness and reasonableness of the consideration to be paid by the Proposed Purchaser ultimately will be demonstrated by adequate market exposure and an open and fair auction process the best means, under the circumstances, for establishing whether a fair and reasonable price is being paid.

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52.

Furthermore, as described above, the Asset Purchase Agreement resolves a

number of issues between the Debtors and GECC and between the Debtors and Textron, each of which, if left unresolved, would undoubtedly result in costly and time-consuming litigation. In particular, besides the withdrawal of secured and administrative claims related to the equipment that the Debtors have leased from or financed with GECC and Textron described above, the Proposed Purchaser also has agreed to negotiate a substitute contract with GECC that will relieve the Debtors of any obligations related to the project financing provided by GECC at the Debtors facility located in Hermosillo, Mexico. 53. Without this consideration provided by the Proposed Purchaser under the

Asset Purchase Agreement, the Debtors would be required to continue litigating their disputes with GECC and Textron. Such continued litigation could result in substantial degradation in the value of the Debtors Interiors Plastics Group. Additionally, the expenses incurred to resolve such disputes would be an increased burden for the Debtors estates and creditors. The Asset Purchase Agreement relieves the Debtors of these disputes and the heavy encumbrance that such disputes have placed and would continue to place on the estates and their creditors. 54. The Debtors submit that the Asset Purchase Agreement constitutes the highest

and best offer for the Purchased Assets and will provide a greater recovery for the Debtors estates than would be provided by any other available alternative. Moreover, the terms and conditions of the Asset Purchase Agreement will be tested in the market through an auction process, which will demonstrate the fairness and reasonableness of the consideration being received. Therefore, the Debtors determination to enter into the Asset Purchase Agreement and to sell the Purchased Assets through an auction process is a valid and sound exercise of their business judgment.

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B. 55.

The Sale of the Purchased Assets Free and Clear of Liens Is Authorized by Section 363(f). This Court has authority to authorize the Sale of the Purchased 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: (1) (2) (3) (4) (5) applicable nonbankruptcy law permits sale of such property free and clear of such interest; such entity consents; such interest is a lien and the price at which the property is sold is greater than all liens on such property; such interest is in bona fide dispute; or such entity could be compelled, in a legal or equitable proceeding, to accept money satisfaction of such interest.

11 U.S.C. 363(f). Because section 363(f) is drafted in the disjunctive, satisfaction of any one of its five requirements will be sufficient to permit the Sale of the Purchased Assets free and clear of liens, claims, encumbrances and other interests. 56. The Debtors believe that one or more of the tests of section 363(f) are satisfied

with respect to the transfer of the Purchased Assets pursuant to the Asset 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 Asset Purchase Agreement because each of the parties holding liens, claims, encumbrances and other interests on the Purchased Assets, if any, will consent, or absent any objection to this Motion, will be deemed to have consented to, the Sale. 57. Any lienholder also will be adequately protected by having its liens, claims,

encumbrances and other interests, if any, attach to the sale proceeds received by the Debtors for the Sale of the Purchased Assets to the Proposed Purchaser or other successful bidder at the

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Auction in the same order of priority and with the same validity, force and effect that such creditor had prior to such Sale, subject to any claims and defenses the Debtors and their estates may possess with respect thereto. 58. Section 363(f) is satisfied in such 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). Such legal or equitable proceedings include proceedings to confirm a chapter 11 plan, 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). Moreover, the Debtors are permitted under their senior, secured debtor-in-possession financing agreement to consummate this sale. Accordingly, section 363(f) authorizes the Sale of the Purchased Assets free and clear any such liens, claims, encumbrances and other interests. C. 59. The Purchased Assets and Assumed Agreements Should Be Sold Free and Clear of Successor Liability. Under the terms of the Asset Purchase Agreement, the Proposed Purchaser is not

liable for any of the Debtors liabilities as a successor to the Debtors business or otherwise (the Excluded Liabilities), unless expressly assumed. Extensive case law exists providing that claims against the winning bidder are directed to the proceeds of a free and clear sale of property and may not subsequently be asserted against a buyer. 60. Although section 363(f) of the Bankruptcy Code provides for the sale of assets

free and clear of any interests, the term any interest is not defined anywhere in the Bankruptcy Code. See Folger Adam Sec. v. DeMatteis/MacGregor JV, 209 F.3d 252, 257 (3d Cir. 2000). In the case of In re Trans World Airlines, Inc., 322 F.3d 283, 288-89 (3d Cir. 2003), the Third Circuit specifically addressed the scope of the term any interest. The

Third Circuit observed that while some courts have narrowly interpreted that phrase to mean

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only in rem interests in property, the trend in modern cases is towards a more expansive reading of interests in property which encompasses other obligations that may flow from ownership of the property. Id. at 289 (citing 3 Collier on Bankruptcy 363.06[1]). As

determined by the Fourth Circuit in In re Leckie Smokeless Coal Co., 99 F.3d 573, 581-582 (4th Cir. 1996), a case cited approvingly and extensively by the Third Circuit in Folger, the scope of section 363(f) is not limited to in rem interests. Thus, the Third Circuit in Folger stated that Leckie held that the debtors could sell their assets under 363(f) free and clear of successor liability that otherwise would have arisen under federal statute. Folger, 209 F.3d at 258. 61. Courts have consistently held that a buyer of a debtors assets pursuant to a

section 363 sale takes free from successor liability resulting from pre-existing claims. See, e.g., In re Johns-Manville Corp., 837 F.2d 89, 93-94 (2d Cir. 1988) (channeling of claims to proceeds consistent with intent of sale free and clear under section 363(f)); The Ninth Avenue Remedial Group v. Allis-Chalmers Corp., 195 B.R. 716, 732 (Bankr. N.D. Ind. 1996) (stating that a bankruptcy court has the power to sell assets free and clear of any interest that could be brought against the bankruptcy estate during the bankruptcy); In re WBQ Pship, 189 B.R. 97, 104-05 (Bankr. E.D. Va. 1995) (states right to recapture depreciation is an interest as used in section 363(f)); In re All Am. Of Ashburn, Inc., 56 B.R. 186, 190 (Bankr. N.D. Ga. 1986) (product liability claims precluded on successor doctrine in a sale of assets free and clear); In re Hoffman, 53 B.R. 874, 876 (Bankr. D.R.I. 1985) (transfer of liquor license free and clear of any interest permissible even though the estate had unpaid taxes); In re New England Fish Co., 19 B.R. 323, 329 (Bankr. W.D. Wash. 1982) (transfer of property in free and clear sale included free and clear of Title VII employment discrimination and civil rights claims of debtors employees).

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62.

Here, the Proposed Purchaser has engaged in arms-length negotiations with the The The

Debtors and has not exerted control or undue influence over the Debtors. Proposed Purchaser is a completely and wholly-unrelated entity to the Debtors.

Proposed Purchaser does not, and will not, share any common incorporators, officers, directors or stockholders with the Debtors, and the Proposed Purchaser is not an insider of the Debtors. See 11 U.S.C. 101(31). 63. Furthermore, the Debtors are providing notice of the proposed Sale to all known

parties in interest that may assert claims or interests relating to the Purchased Assets against the Debtors, including, but not limited to, trade creditors, contract and lease counterparties, lenders and other parties known to the Debtors to be asserting claims of any kind relating to the Purchased Assets. 64. Under section 363(f), the purchaser of the Purchased Assets is entitled to know

that such assets are not infected with latent claims that will be asserted against the purchaser after the proposed transaction is completed. Accordingly, consistent with the above-cited case law, the order approving the Sale of the Purchased Assets should state that neither the Proposed Purchaser nor the successful bidder is liable as a successor under any theory of successor liability for claims that encumber or relate to the Purchased Assets. D. The Proposed Purchaser Is a Good Faith Purchaser and Is Entitled to the Full Protection of Section 363(m) of the Bankruptcy Code, and the Transfer of the Purchased Assets and the Sale of the Purchased Assets Does Not Violate Section 363(n). Under section 363(m), the reversal or modification on appeal of an authorization

65.

of the sale of property pursuant to section 363 does not affect the validity of such sale to an entity that purchased the property in good faith. See 11 U.S.C. 363(m).

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66.

As the Asset Purchase Agreement has been negotiated at arms-length and in

good faith, the Proposed 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 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). 67. The Debtors and the Proposed Purchaser have engaged in thorough arms-length

negotiations over the terms of the Asset Purchase Agreement and there has been no fraud or collusion in those negotiations. In addition, the Proposed Purchaser is not an insider of any of the Debtors, as that term is defined in section 101(31) of the Bankruptcy Code. The Debtors assert that all parties to the Asset Purchase Agreement have acted in good faith. 68. Further, the transaction contemplated in the Asset Purchase Agreement does not

constitute an avoidable transaction pursuant to section 363(n). Under section 363(n), a debtorin-possession may avoid a sale if the sale price was controlled by agreement among potential bidders at such sale. 11 U.S.C. 363(n). Throughout the sale process, the Debtors have endeavored to consult with the Prepetition Agent regarding the terms of the Sale prior to seeking approval thereof. No party to the negotiations of the Asset Purchase Agreement, including the Debtors and the Prepetition Agent, believes that there is any indication of collusion among potential bidders in the instant circumstances. Accordingly, the Proposed Purchaser should receive the protections afforded good faith purchasers under section 363(m).

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E. 69.

The Transfer of the Purchased Assets Is Exempt from Stamp or Similar Taxes Pursuant to Section 1146(a) of the Bankruptcy Code. Section 1146(a) of the Bankruptcy Code provides that [t]he issuance, transfer, or

exchange of a security, or the making or delivery of an instrument of transfer under a plan confirmed under section 1129 of this title, may not be taxed under any law imposing a stamp tax or similar tax. 11 U.S.C. 1146(a). This language has been construed to include transfers pursuant to a sale outside of, but in furtherance of, effectuating a chapter 11 plan. See In re Jacoby-Bender, Inc., 758 F.2d 840, 842 (2d Cir. 1985) (holding that where a transfer is necessary to the consummation of a plan, the transfer is under a plan within meaning of section 1146); In re United Press Intl, Inc., 1992 Bankr. LEXIS 842, at *4 (Bankr. S.D.N.Y. May 18, 1992) (holding that section 1146 exemption applied to section 363 sale where court found the value of [the debtors] assets . . . likely to deteriorate [during] time necessary to . . . confirm a plan); In re Permar Provisions, Inc., 79 B.R. 530, 533-34 (Bankr. E.D.N.Y. 1987) (stating that determination of applicability of section 1146(a) exemption is same for pre- and postconfirmation dispositions of property, namely whether the sale of the property is essential to confirmation of the plan) (citation omitted); In re Smoss Enters. Corp., 54 B.R. 950, 951 (E.D.N.Y. 1985) (stating that stamp tax relief was designed to reach the transfer upon which the plan hinged and which the court had to approve prior to the confirmation). 70. The Debtors seek approval of the Sale of the Purchased Assets to facilitate the

confirmation of the Plan to the benefit of the Debtors estates and creditors. Additionally, as described more fully in Article IV.C. of the disclosure statement accompanying the Plan, the sale of the Interiors Plastics Group was contemplated as part of the Debtors efforts to exit bankruptcy protection. Accordingly, the Debtors submit that the transfers made pursuant to the

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Purchase Agreement are crucial to the confirmation of the Plan and, therefore, should be exempt from stamp or similar taxes, including bulk transfer taxes, under section 1146(a). F. 71. Assumption and Assignment of the Assumed Agreements Is Authorized by Section 365 of the Bankruptcy Code. Section 365(a), (b) of the Bankruptcy Code authorizes a debtor in possession to

assume, subject to the courts approval, executory contracts or unexpired leases of the debtor. See 11 U.S.C. 365(a), (b). Under section 365(a), 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), 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).

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72.

The standard applied to determine whether assumption (or rejection) of an

executory contract or unexpired lease should be authorized is the business judgment standard. See Matter of McLouth Steel Corp., 20 B.R. 688, 692 (Bankr. E.D. Mich. 1982); see also NLRB v. Bildisco & Bildisco, 465 U.S. 513, 524 (1984); In re Orion Pictures Corp., 4 F.3d 1095, 1098-99 (2d Cir. 1993). 73. 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.). 74. In the present case, the Debtors assumption and assignment of the Assumed

Agreements to the Proposed Purchaser meets the business judgment standard and satisfies the requirements of section 365. As discussed above, the Sale contemplated by the Asset Purchase Agreement will provide significant benefits to the Debtors estates. Because the Debtors cannot obtain the benefits of the Asset Purchase Agreement without the assumption of the Assumed

34
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Agreements referenced above, the assumption (and assignment) of these Assumed Agreements is undoubtedly a sound exercise of the Debtors business judgment. 75. 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). Courts in the Sixth Circuit have held that adequate assurance under section 365 does not require an absolute guarantee of performance. See, e.g., Allied Technology, Inc. v. R.B. Brunemann & Sons, Inc., 25 B.R. 484, 498 (Bankr. S.D. Ohio 1982); Hennen v. Dayton Power and Light Co., 17 B.R. 720, 725 (Bankr. S.D. Ohio 1982). 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., Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1310 (5th Cir. 1985) (holding adequate assurance was present where debtors' revenues and income were sufficient to make lease payments); In re Bygaph, Inc., 56 B.R. 596, 605-06 (Bankr. S.D.N.Y. 1986) (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 to give it a strong likelihood of succeeding). 76. The meaning of adequate assurance of future performance depends on the facts

and circumstances of each case, but should be given practical, pragmatic construction. 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). 77. Here, the Debtors have agreed to pay all Cure Amounts, if applicable, in

connection with the Assumed Agreements. Furthermore, the assignee (the Proposed Purchaser)

35
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has sufficient assets to continue performance thereunder, and at the Sale Hearing, the Proposed Purchaser will demonstrate to the extent necessary to satisfy the Court that adequate assurance of future performance is present by the promise to perform the obligations of the Assumed Agreements from and after the Closing Date. The Sale Hearing will therefore provide the Court and other interested parties with the opportunity to evaluate and, if necessary, challenge the ability of the Proposed Purchaser or other successful bidder to provide adequate assurance of future performance under the Assumed Agreements. Accordingly, the Debtors submit that the assumption and assignment of the Assumed Agreements as set forth herein should be approved. 78. To assist in the assumption, assignment and sale of the Assumed Agreements, the

Debtors also request that the Court enter an order providing that anti-assignment provisions in the Assumed Agreements shall not restrict, limit or prohibit the assumption, assignment and sale of the Assumption Agreements and are deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f). 79. Section 365(f)(1) 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). 80. 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., 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

36
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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 assignment by debtor; all lease provisions, not merely those entitled anti-assignment clauses, are subject to courts scrutiny regarding anti-assignment effect). 81. 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 Assumed Agreements and be deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f). Conclusion 82. For the foregoing reasons, the Debtors submit that the proposed

Bidding Procedures are proper and necessary and reasonably calculated to serve the best interests

37
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of the Debtors and their estates. The Debtors reasonably believe that the relief requested in this Motion will maximize recoveries for the creditors of their estates. The Bidding Procedures will permit the Debtors to sell the Purchased Assets in a fair, expedient and prudent manner. Additionally, the Debtors have established that the Sale of the Purchased Assets under the terms of the Asset Purchase Agreement is in the best interests of the Debtors and their estates. Notice 83. Notice of this Motion has been given to the Core Group, the Primary Service List

and the Affected Parties as required by the Case Management Procedures.5 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 84. court. No prior motion for the relief requested herein has been made to this or any other

Capitalized terms used in this paragraph 83 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

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WHEREFORE, the Debtors respectfully request the entry of: (a) an order, substantially in the form of Exhibit A, (i) approving the Bidding Procedures, (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections, (iii) scheduling the Auction, (iv) scheduling the Sale Hearing, (v) approving the notice of the proposed Sale, the Bidding Procedures, the Auction and the Sale Hearing and (vi) establishing procedures for determining cure amounts in connection with the potential assumption and assignment of certain executory contracts and unexpired leases; and (b) an order, substantially in the form of Exhibit B, (i) approving the Asset Purchase Agreement or such other form of purchase agreement between the Debtors and the successful bidder at the Auction, (ii) authorizing the Sale to be free and clear of all liens, claims, encumbrances and other interests, (iii) authorizing the assumption and assignment of certain executory contracts and unexpired leases and (iv) granting other and further relief as is just and proper.

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Dated: April 2, 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

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EXHIBIT A

K&E 11702449.6

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 (A) APPROVING BIDDING PROCEDURES, EXPENSE REIMBURSEMENT AND OVERBID PROTECTIONS IN CONNECTION WITH THE SALE OF CERTAIN OF THE ASSETS OF DEBTORS INTERIORS PLASTICS GROUP, (B) APPROVING THE FORM AND MANNER OF NOTICE, (C) SCHEDULING AN AUCTION AND SALE HEARING AND (D) APPROVING PROCEDURES FOR DETERMINING CURE AMOUNTS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order: (i) approving the Bidding Procedures to sell certain of the assets of the Debtors Interiors Plastics Group; (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections; (iii) scheduling the Auction; (iv) scheduling the Sale Hearing; (v) approving the form and

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 11702449.6

manner of notice of the Sale, the Bidding Procedures, the Auction and the Sale Hearing; (vi) establishing procedures, including procedures for determination of cure amounts, in connection with the assumption and assignment of executory contracts and unexpired leases; and (vii) granting other related relief [Docket No. ]; 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 the 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(b)(2); 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, THE COURT HEREBY FINDS THAT:3 A. The Debtors have articulated good and sufficient reasons for this Court to grant

the relief requested in the Motion regarding the sale process, including, without limitation, (i) approval of the Bidding Procedures and, under the circumstances described herein, the Expense Reimbursement, (ii) determination of final Cure Amounts in the manner described herein and (iii) approval and authorization to serve the Sale Notice. B. The Expense Reimbursement to be paid under the circumstances described herein

and in the Asset Purchase Agreement to the Proposed Purchaser is (i) an actual and necessary cost and expense of preserving the Debtors estates, within the meaning of sections 503(b) and 507(a)(2) of the Bankruptcy Code, (ii) commensurate to the real and substantial benefit conferred

The findings and conclusions set forth herein constitute the Courts findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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upon the Debtors estates by the Proposed Purchaser, (iii) reasonable and appropriate, in light of the size and nature of the proposed sale transaction and comparable transactions, the commitments that have been made and the efforts that have been and will be expended by the Proposed Purchaser and (iv) necessary to induce the Proposed Purchaser to continue to pursue the sale transaction and to continue to be bound by the Asset Purchase Agreement. C. The Expense Reimbursement also induced the Proposed Purchaser to submit a bid

that will serve as a minimum floor bid on which the Debtors, their creditors and other bidders may rely. The Proposed Purchaser has provided a material benefit to the Debtors and their creditors by increasing the likelihood that the best possible price for the Purchased Assets will be received. The Proposed Purchaser proceeded in reliance on promises by the Debtors to seek this Order, and in the reasonable expectation that this Court would enter an order providing reasonable expense reimbursement and other appropriate protections. Accordingly, the Bidding Procedures and the Expense Reimbursement are reasonable and appropriate and represent the best method for maximizing value for the benefit of the Debtors estates. D. The Sale Notice (attached to the Motion as Exhibit E) is reasonably calculated to

provide all interested parties with timely and proper notice of the Sale, the Sale Hearing and the Auction. E. The Sale Notice, together with the Motion (to the extent such Motion seeks

approval of the sale transaction and the assumption and assignment of certain executory contracts and unexpired leases contemplated in the Asset Purchase Agreement), are reasonably calculated to provide all counterparties to the Assumed Agreements with proper notice of the potential assumption and assignment of their executory contracts or unexpired leases and any Cure Amounts relating thereto.

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IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The portion of the Motion seeking entry of (a) the Bidding Procedures Order

(i) approving the Bidding Procedures, (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections, (iii) scheduling an the Auction, (iv) scheduling the Sale Hearing, (v) approving the notice of the proposed Sale, the Bidding Procedures, the Auction and the Sale Hearing and (vi) establishing procedures for determining cure amounts in connection with the potential assumption and assignment of certain executory contracts and unexpired leases is granted in its entirety. 2. The Bidding Procedures, substantially in the form of Exhibit D to the Motion, are

approved. The Debtors are authorized to take any and all actions necessary or appropriate to implement the Bidding Procedures. 3. The failure specifically to include or reference any particular provision, section or

article of the Bidding Procedures in this Order shall not diminish or impair the effectiveness of such procedure, it being the intent of the Court that the Bidding Procedures be authorized and approved in their entirety. 4. All objections to the relief requested in the Motion that have not been withdrawn,

waived or settled as announced to the Court at the hearing on the Motion or by stipulation filed with the Court, are overruled except as otherwise set forth herein. 5. approved. 6. The Sale Notice shall be served within five business days after the entry of this The Sale Notice, substantially in the form of Exhibit E to the Motion, is hereby

Order, upon the Core Group, the Primary Service List and the Affected Parties.

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7.

The Sale Notice shall, among other things, (a) identify the potential Assumed

Agreements, (b) specify the Cure Amounts necessary to assume and assign such Assumed Agreements in accordance with the Asset Purchase Agreement and (c) state that failure to timely object to the proposed assumption and assignment and/or the Cure Amount shall constitute deemed consent to such assumption and assignment and Cure Amount. 8. On or before ten business days after the entry of this Order, the Debtors shall

publish the Publication Notice, substantially in the form of Exhibit E to the Motion, in the National Edition of the Wall Street Journal and the Detroit Free Press and in such other publications as the Debtors and their advisors determine will promote the marketing and sale of the Purchased Assets. 9. As further described in the Bidding Procedures, the Debtors shall conduct the

Auction on May 7, 2007, if a Qualifying Bid (as defined in the Bidding Procedures) in addition to the Asset Purchase Agreement is timely received. 10. Section 4.6 of the Asset Purchase Agreement is approved in all respects. The

Expense Reimbursement is approved and enforceable in accordance with the terms of the Asset Purchase Agreement. The Expense Reimbursement shall constitute an administrative expense of the Debtors estates under section 503(b)(1) of the Bankruptcy Code. 11. The Expense Reimbursement shall be the exclusive remedy of the

Proposed Purchaser and its affiliates for any termination of the Asset Purchase Agreement pursuant to Section 4.6(d) of the Asset Purchase Agreement. 12. The rights of the Proposed Purchaser to the Expense Reimbursement shall all

survive rejection or breach of the Asset Purchase Agreement and shall be unaffected thereby.

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13.

The Debtors are authorized, without further action or order by the Court, to pay

the Expense Reimbursement in accordance with the terms and conditions of the Asset Purchase Agreement and this Order. 14. No person or entity, other than the Proposed Purchaser, shall be entitled to any

expense reimbursement, break-up fees, topping, termination or other similar fee or payment. 15. Any person wishing to submit a higher or better offer for all or substantially all of

the Debtors assets must do so in accordance with the terms of the Bidding Procedures. 16. The Proposed Purchaser shall constitute a Qualified Bidder (as defined in the

Bidding Procedures) for all purposes and in all respects with regard to the Auction, the Bidding Procedures and the Sale. 17. The Overbid Protections are approved and enforceable in accordance with the

terms of the Asset Purchase Agreement. 18. Except as may otherwise be agreed to by the parties to an Assumed Agreement, at

the Closing, the Debtors shall cure those defaults under the Assumed Agreements that have been assumed at the Closing that need to be cured in accordance with section 365(b) of the Bankruptcy Code, by payment of the Cure Amounts and/or providing adequate assurance of promptly paying the Cure Amounts. 19. If a counterparty to an Assumed Agreement does not (a) properly object to the

applicable Cure Amounts and/or adequate assurance of future performance by the Proposed Purchaser on or before May 4, 2007 (the Cure Objection Deadline), (b) set forth a specific default in any executory contract or unexpired lease and (c) claim a specific monetary amount that differs from the amount (if any) specified by the Debtors in the Sale Notice, the Court shall enter an order deeming the amount set forth in the Sale Notice to be the actual Cure

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Amount payable under section 365 of the Bankruptcy Code and forever barring such counterparty to an Assumed Agreement from objecting to adequate assurance of future performance if the Proposed Purchaser is the successful bidder and to the Cure Amounts and from asserting any additional cure or other amounts against the Debtors, their estates, and the Proposed Purchaser with respect to its executory contract(s) or unexpired lease(s). 20. Objections, if any, to the proposed assumption and assignment of the Assumed

Agreements, including, but not limited to, objections relating to the Cure Amount and/or adequate assurances of future performance, must (a) be in writing, (b) state with specificity the nature of such objection and the alleged Cure Amount (with appropriate documentation in support thereof), (c) comply with the Bankruptcy Rules and the Local Bankruptcy Rules of this Court and (d) be filed with this Court and served upon (so as to be received by) counsel for the Debtors on or before 4:00 p.m. prevailing Eastern Time on May 4, 2007. 21. Any party failing to timely file an objection to the Cure Amounts set forth in the

Sale Notice or the proposed assumption and assignment of the Assumed Agreements shall be forever barred from objecting to the Cure Amounts and from asserting any additional cure or other amounts against the Debtors, their estates, and the Proposed Purchaser with respect to its executory contract(s) or unexpired lease(s) and will be deemed to consent to the Sale and the proposed assumption and assignment of its executory contract(s) or unexpired lease(s). 22. Where a party to an Assumed Agreement files a timely objection asserting a

higher cure amount than the Cure Amount and the parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be paid under section 365 of the Bankruptcy Code with respect to such objection will be determined at the Sale Hearing or such other date

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and time as may be fixed by this Court. All other objections to the proposed assumption and assignment of the Assumed Agreements will be heard at the Sale Hearing. 23. The Sale Hearing will be conducted on May 10, 2007, at 2:00 p.m. prevailing

Eastern Time. The Debtors will seek the entry of an order of this Court at the Sale Hearing approving and authorizing the sale to the Proposed Purchaser or the highest and best offer at the Auction, as applicable, on terms and conditions consistent with the Asset Purchase Agreement, as may be amended and modified. The Sale Hearing may be adjourned or rescheduled without notice other than by an announcement of the adjourned date at the Sale Hearing. 24. Objections, if any, to the relief requested in the Sale Motion must: (a) be in

writing and filed with this Court; (b) comply with the Bankruptcy Rules and the Local Bankruptcy Rules for this Court; and (c) be served upon (such as to be received by) counsel for the Debtors on or before 4:00 p.m. prevailing Eastern Time on May 4, 2007. 25. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 26. Notwithstanding anything herein to the contrary or otherwise, nothing in the

Motion or this Order shall alter, modify or amend the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 dated July 28, 2005 [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

8
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proceeds obtained from the transactions contemplated by this Order shall be administered in accordance with the Final DIP Order and the DIP Credit Agreement. 27. 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]. 28. The Debtors are hereby authorized to conduct the Sale without the necessity of

complying with any state or local bulk transfer laws or requirements. 29. The automatic stay provisions of section 362 of the Bankruptcy Code shall not

apply to the Proposed Purchasers rights to terminate the Asset Purchase Agreement in accordance with the terms thereof. 30. Any credit bid for equipment and related property shall not be a Qualified Bid (as

defined in the Bidding Procedures), if such bid would make the sale of the remainder of the property at the relevant plant(s) and the related business reasonably impracticable at what would otherwise by the highest and best terms available to the Debtors estates. 31. If the Debtors or any of their respective representatives supply any written

information regarding all or part of the Interiors Plastics Group to a potential bidder not heretofore given to the Proposed Purchaser, the Debtors shall further provide the Proposed Purchaser with a copy of such written information within twenty-four (24) hours of providing that information to any other potential bidder. Within twenty-four (24) hours of receipt, the Debtors shall provide the Proposed Purchaser with a notice of the receipt (by the Debtors or any of their respective representatives) of any bid, proposal, term sheet or expression of interest submitted for any asset or assets of the Interiors Plastics Group, the absence of which

9
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from the Purchased Assets (alone or in conjunction with other losses or offers) would constitute a Material Adverse Effect (as defined in the Asset Purchase Agreement). Within four (4) hours after the initial deadline for submission of competing bids, the Debtors shall provide the Proposed Purchaser (and all other Potential Bidders (each as defined in the Bidding Procedures) with a copy of every bid that either (a) the Debtors consider to be a Qualified Bid (as defined in the Bidding Procedures) for participation in the Auction or (b) is at such time still under consideration by the Debtors as a possible Qualifying Bid (as defined in the Bidding Procedures). 32. This Order shall be binding upon and inure to the benefit of the Proposed

Purchaser and its affiliates, successors and assigns and the Debtors, including any chapter 7 or 11 trustee or other fiduciary appointed for the Debtors estates, whether in these cases, subsequent bankruptcy cases or upon dismissal of these cases or any subsequent bankruptcy cases. 33. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 34. The Debtors are authorized and empowered to take such steps, expend such sums

of money and do such other things as may be necessary to implement and effect the terms and requirements established in this Order. 35. The requirement set forth in Local Rule 9013-1(b) that any motion or other

request for relief be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion or otherwise waived. 36. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062,

9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

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37.

The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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K&E 11702449.6

CERTIFICATE OF SERVICE I, Ray Schrock, an attorney, certify that on the 2nd day of April, 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 Orders Approving Bidding Procedures, Sale of Certain of the Assets of the Debtors Interiors Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests and Related Relief (the Motion) and the Notice of Hearing and Notice of the Motion and an Opportunity to Respond Thereto. Dated: April 2, 2007 /s/ Ray C. Schrock Ray C. Schrock

K&E 11669648.12

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)

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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 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 Joseph M Fischer 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 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 jfischer@carsonfischer.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)

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CREDITOR NAME K Crumbo K Schultz Kelley Drye & Warren LLP

CREDITOR NOTICE NAME

James S Carr Denver Edwards

EMAIL 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 dhoopes@mayocrowe.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 lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com pschmidt@dykema.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 Mayo Crowe LLC 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 Pepper Hamilton LLP Pepper Hamilton LLP Pepper Hamilton LLP Peter Schmidt 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 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 Francis J Lawall & Bonnie MacDougal Kistler J Gregg Miller & Linda J Casey Kenneth H Zucker

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

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CREDITOR NAME 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 Seyfarth Shaw LLP 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

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 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 Stevens & Lee 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 David C. Christian II dchristian@seyfarth.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 Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com

Michael F McGrath Esq

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

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CREDITOR NAME

CREDITOR NOTICE NAME

Stradley Ronon Stevens & Young LLP T Pryce Tax Administrator Textron Inc The Bank of New York 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

Paul Patterson Esq Jim Cambio Gary S Bush

Troy Taylor

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

EMAIL ppatterson@stradley.com mdorval@stradley.com jtrotter@stradley.com tpryce@ford.com jcambio@tax.ri.gov afriedman@textron.com gbush@bankofny.com radom@butzel.com tsherick@honigman.com troytaylor@comcast.net Frank.Chaffiotte@cit.com e-rental@ur.com djury@usw.org mkshaver@varnumlaw.com msaintdenis@ville.farnham.qc.ca jwest@velaw.com rcrocker@vonbriesen.com blanderson@eastman.com mcruse@wnj.com mwarner@warnerstevens.com stacy.fox@colaik.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com alipkin@willkie.com rspigel@willkie.com andrew.goldman@wilmerhale.com 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)

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(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)

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(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)

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(no valid e-mail or fax)

CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin

ADDRESS2

COUNTRY

Mike Keith Charlie Burrill Harry W Miller III Jay Truty Ms Amy Evans Thomas B Radom Attn Receiver General International Tax Service

Canada Canada

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Basf Corporation Beam Miller & Rogers PLLC Bell Boyd & Lloyd Inc Brunswick Corp Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of 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

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 1609 Biddle Ave 709 Taylor St 3 1st National Plaza Ste 3300 Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 104 3rd St NW PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave

CITY Sidney New York Greenville Athens Wyandotte PO Box 280240 Nashville 70 W Madison St Chicago One North Field Ct Lake Forest Bloomfield Hills Sudbury Ottawa Plymouth Barberton Canton Dover Dover Evart Fullerton Havre De Grace

STATE OH NY SC TN MI TN IL IL MI ON ON MI OH OH NH NH MI CA MD

ZIP 45365-8977 10022 29606 37371-0849 48192 37208 60602-4207 60045 48304 P3A 5C2 K1A 1B1 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 4500 Dorr St 885 Third Ave Ste 3300 7000 N Green Bay Ave Kellie Schone Jayson Macyda DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 890691

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 OH New York Milwaukee 5445 Corporate Dr Ste 170 Troy 1007 N Market St Wilmington Detroit PO Box 10032 Toledo Milwaukee Auburn Hills Plymouth Atlanta Charlotte NY WI MI DE MI OH WI MI MI GA NC

49007-2565 90012 85003 27573 49085-1355 48895 48060 63301 48076 14831 48084 49423 43615 10022 53209 48098-2683 19898 48243 43604 53209-6023 48326-2613 48170 30348-5499 28289-0691

Corning Inc

Nancy Holtby Esq

Cox Hodgman & Giarmarco PC Cunningham Dalman PC Dana Corp Davidson Kempner Capital Management LLC Dennis Reis LLC

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

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 PO Box 1000 Toledo

Morgan Blackwell Dennis P Reis

Charles McKelvie Rita Baird Susan F Herr Ronald Rose & Brendan Best David W Nunn Esq Gary Torke

Dold Spath McKelvie & DeLuca PC DuPont Dykema Gossett PLLC Eastman & Smith Ltd ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc

William Stiefel

Ga Dept Of Revenue Gaston County

Director's Office for Taxpayer Services Division

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

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CREDITOR NOTICE NAME

ADDRESS2

COUNTRY

CREDITOR NAME Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Motors Corp Harford County Revenue Heritage Environmental Svcs Inc Hicks Casey & Foster PC PO Box 300 Attn Lease Administration TN 37203

Linda L Bentley

Mr Ken Price Samuel D Hicks Esq

ADDRESS1 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 300 Renaissance Center 220 South Main St 7901 W Morris St 136 N Fairground St Ste 100

CITY Atlanta Pittsburgh Pittsburgh Charlotte Detroit Bel Air Indianapolis Marietta

STATE GA PA PA NC MI MD IN GA

ZIP 30374 15264-0387 15264 28260 48243 21014 46231 30060

Highwoods Forsyth Lp

co Highwoods Properties Llc

co Highwoods Properties Llc co Rudolph libbe Properties

Michael L Cioffi of the City of Montgomery

Canada

Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Indiana Steel & Wire Co Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer

SBSE Insolvency Unit

Tim Gorman

Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 1 E 4th St PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346

NC OH IN IN OH AL MI NC ON MI IL TX

27604 43617 46204-2253 46207-7218 45202 36103-4660 49501 27702-1807 L4B 1L7 48232 60605-1725 77210

Howard S Sher

Laura Kelly

Jacob & Weingarten PC James R Temple Janesville Products Keith Milligan Kerr Russell & Weber PLC Lear Corp Manpower Meridian Park

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

777 Somerset Pl 108 W Scott St 2700 Patterson Ave 3745 C Us Hwy 80 W 500 Woodward Ave Ste 2500 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr

3322 West End Ave Ste 600 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Cincinnati Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston 2301 W Big Beaver Rd Troy Grand Ledge Grand Rapids Phenix Detroit Southfield Farmington Hills Greenville

MI MI MI AL MI MI MI NC

48084 48837 49546 36870 48226 48034 48334 27834

Michael A Cox Juandisha M Harris & Heather Donald Stephen M Sylvestri Esq

Michigan Dept of Treasury Mills & Stockbridge PC Ministre Du Revenu Du Quebec Municipality Of Port Hope Nossiff & Giampa PC Oakland County Corporation Counsel

Canada Canada

Alexander G Nossiff Donald F Slavin

3030 W Grand Blvd Ste 10 200 10 Light St 3800 Marly PO Box 117 24 Chestnut St 1200 N Telegraph Rd 320 Robert S Kerr Rm 307

Detroit Baltimore Ste Foy Port Hope Dover Pontiac

MI MD QC ON NH MI

48202 21202-1487 G1X 4A5 L1A 3V9 03820 48341

Gretchen Crawford County Office Building Woody Ban

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

Asst District Attorney 800 Park Ave 4th Fl 33587 Walker Rd 1025 King St East 678 Princeton Blvd Legal Dept Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk

Oklahoma City Utica Avon Lake Cambridge Lowell 10,000 Midatlantic Dr PO Box 6529 Mt Laurel New York New York Tyngsboro

OK NY OH ON MA NJ NY NY MA

73102 13501 44012 N3H 3P5 01851 08054 10249 10020-1605 01879-2710

Canada

QAD Inc Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp

Jason Pickering

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

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CREDITOR NAME Receivable Management Services

CREDITOR NOTICE NAME Phyllis A Hayes

ADDRESS1 9690 Deereco Rd Ste 200

ADDRESS2 PO Box 5126

CITY Timonium

STATE MD

ZIP 21093

COUNTRY

Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada Securities and Exchange Commission Securities and Exchange Commission 875 Heron Rd

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St Ottawa Technology Centre Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900

Ottawa Ottawa Dorval Belleville Ottawa Chicago Chicago

ON ON QC ON ON IL IL

K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 K1A 9Z9 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 PO Box 2228

First Plaza County Of Fresno

Canada 425 5th Ave N

Jim Leyden TN Attorney Generals Office Of Ingersoll Steven C Bordenkircher Esq

Canada PO Box 67

Michael F Geiger Esq

PO Box 100

Canada

Fsia Inc

Randy Lueth

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 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 PO Box 33525 7201 W Friendly Ave 942 Brooks Ave 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

Lansing Detroit Southfield Hickory Fresno Trenton Limerick Nashville Ingersoll Akron Pageland Memphis Urbana Farmington Gananoque Old Fort Pageland Troy Troy Detroit Greensboro Holland

MI MI MI NC CA ON PA TN ON OH SC TN IL NH ON NC SC NC MI MI NC MI MI MI MI CT OH IL MI

48909-8244 48226 48075 28602 937151192 K8V 5R1 19468 37247 N5C 2V5 44316-0001 29728 38125 61802 03835 K7G 2T6 28762 29728 27371 48083 48232 27410-6237 49423 48226 48326-2356 48089 06830 44633 61866 48111

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 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 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

Detroit Auburn Hills Warren Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township

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

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CREDITOR NAME

CREDITOR NOTICE NAME

ADDRESS1

ADDRESS2

CITY

STATE

ZIP

COUNTRY

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

co Lincoln Harris Llc Hal Novikoff

Steven Susser P52940

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

Charlotte New York Bingham Farms Southfield

NC NY MI MI

28262-2337 10019 48025 48034

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

Page 4 of 4

EXHIBIT B

K&E 11703141.6

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 (A) APPROVING ASSET PURCHASE AGREEMENT, (B) AUTHORIZING THE SALE OF CERTAIN OF THE ASSETS OF DEBTORS INTERIORS PLASTICS GROUP FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (C) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH AND (D) GRANTING RELATED RELIEF Upon the motion (the Sale Motion) of the above-captioned debtors (collectively, the Debtors) for the entry of an order (a) approving the asset purchase agreement (as amended from time to time, the Asset Purchase Agreement) 2 by and between Cadence Innovation LLC
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. 0555981; 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. 0555942; 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 Sale Motion or the Asset Purchase Agreement.

K&E 11703141.6

(the Purchaser), Collins & Aikman Corporation, Collins & Aikman Products Co., Collins & Aikman Automotive Exteriors Inc., and Collins & Aikman Automotive Interiors Inc., and certain ancillary agreements including the Assignment and Assumption Agreement, the Bill of Sale, the Escrow Agreement, a title affidavit for the Owned Real Property, the Real Property Lease Assumption and Assignment Agreements for each Assumed Real Property Lease, the Trademark Assignment, the Patents and Patent Applications Assignment, the Copyright Assignment, the License Agreement, the Transition Services Agreement, the Operating Transition Services Agreement, the Administrative Transition Services Agreement, the Purchased Intellectual Property and the Intellectual Property Assignments (collectively, the Ancillary Agreements); (b) authorizing (i) the sale (the Sale) of certain of the Debtors assets relating to their Interiors Plastics Group to the Purchaser free and clear of all liens, claims, encumbrances and other interests (all such liens, claims, encumbrances and other interests shall be referred to collectively as the Liens), other than any Permitted Exceptions3 and Assumed Liabilities under the Asset Purchase Agreement, and (ii) the assumption by the Debtors and the assignment to the Purchaser of the Assumed Agreements; and (c) granting certain related relief [Docket No. ]; 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 the 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(b)(2); 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
3

Permitted Exceptions shall have the meaning ascribed to it in the Asset Purchase Agreement with the exception that the term Permitted Exceptions as used herein shall not include (a) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings provided an appropriate reserve is established therefore, (b) mechanics, carriers, workers, repairers and similar Liens arising or incurred in the Ordinary Course of Business not yet delinquent or the amount and validity of which is being contested in good faith provided an adequate reserve is established therefore and (c) any other Liens which will be discharged in connection with the Sale Order or any other actions of the Bankruptcy Court.

2
K&E 11703141.6

that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, THE COURT HEREBY FINDS AND DETERMINES THAT:4 Jurisdiction, Final Order and Statutory Predicates A. This Court has jurisdiction to hear and determine the Sale Motion pursuant to

28 U.S.C. 157(b)(1) and 1334(a). This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this District and in this Court pursuant to 28 U.S.C. 1408 and 1409. B. This Order constitutes a final and appealable order within the meaning of

28 U.S.C. 158(a). Notwithstanding Bankruptcy Rules 6004 and 6006, and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of this Order, and expressly directs entry of judgment as set forth herein. C. The statutory predicates for the relief requested in the Sale Motion are sections

105(a), 363(b), (f), and (m), 365 and 1146(a) of the Bankruptcy Code and Bankruptcy Rules 2002(a)(2), 6004(a), (b), (c), (e), (f) and (h), 6006(a), (c) and (d), 9007 and 9014. D. No. __]. Notice of the Sale, Auction and the Cure Amounts E. Actual written notice of the Sale Hearing, the Auction, the Sale Motion, the Sale The Court entered the Bidding Procedures Order on ____________, 2007 [Docket

and the assumption and assignment of the Assumed Agreements and a reasonable opportunity to

The findings and conclusions set forth herein constitute the Courts findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. All findings of fact and conclusions of law announced by the Court at the Sale Hearing in relation to the Sale Motion are hereby incorporated herein to the extent not inconsistent herewith. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

3
K&E 11703141.6

object or be heard with respect to the Sale Motion and the relief requested therein has been afforded to all interested persons and entities, including, but not limited to: (i) the Core Group, (ii) the Primary Service List and (iii) the Affected Parties. 5 F. The Debtors published notice of the Sale Motion, the Sale, the time and place of

the proposed Auction, and the time and place of the Sale Hearing in the National Edition of The Wall Street Journal and Detroit Free Press on ___________, 2007. G. In accordance with the provisions of the Bidding Procedures Order, the Debtors

served notice of the cure amounts (the Cure Notice) upon each non-debtor counterparty to an Assumed Agreement that the Debtors seek to potentially assume and assign to the Purchaser. The service of such Cure Notice was good, sufficient and appropriate under the circumstances and no further notice need be given in respect of establishing a Cure Amount for the respective Assumed Agreement. Non-debtor counterparties to the Assumed Agreements have had an opportunity to object to the Cure Amount set forth in the Cure Notice. H. As evidenced by the affidavits of service previously filed with this Court, proper,

timely, adequate and sufficient notice of the Sale Motion, the Auction, the Sale Hearing and the Sale has been provided in accordance with sections 102(1), 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9014. The Debtors also have complied with all obligations to provide notice of the Sale Motion, the Auction, the Sale Hearing, and the Sale required by the Bidding Procedures Order. I. The foregoing notice described in paragraphs E through H was good, sufficient

and appropriate under the circumstances, and no other or further notice of the Sale Motion, the

Primary Service List and Core Group shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

4
K&E 11703141.6

Auction, the Sale Hearing, the Sale or the assumption and assignment of the Assumed Agreements is required. J. The disclosures made by the Debtors concerning the Asset Purchase Agreement,

the Sale, and the Sale Hearing were good, complete and adequate. Good Faith of Purchaser K. The Purchaser is not an insider of the Debtors, as that term is defined in section

101(31) of the Bankruptcy Code. L. The Purchaser is purchasing the Purchased Assets in good faith and is a good faith

buyer within the meaning of section 363(m) of the Bankruptcy Code and is therefore entitled to the protection of that provision, and otherwise has proceeded in good faith in all respects in connection with this proceeding in that: (a) the Purchaser recognized that after the Court entered the order approving the Bidding Procedures following the approval of certain bid procedures, the Debtors were free to deal with any other party interested in acquiring the Purchased Assets; (b) the Purchaser complied with the provisions in the Bidding Procedures Order; (c) the Purchaser agreed to subject its bid to the competitive bidding procedures set forth in the Bidding Procedures Order; (d) all payments to be made by the Purchaser and other agreements or arrangements entered into by the Purchaser in connection with the Sale have been disclosed; (e) the Purchaser has not violated section 363(n) of the Bankruptcy Code by any action or inaction; (f) no common identity of directors or controlling stockholders exists between the Purchaser and any of the Debtors; and (g) the negotiation and execution of the Asset Purchase Agreement and any other agreements or instruments related thereto was at arms-length and in good faith.

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Highest and Best Offer M. Prior to selecting the Purchaser as the stalking horse bidder, the Debtors solicited

offers to acquire the Purchased Assets and the Interiors Plastics Group. Combined with such process, the Bidding Procedures Order afforded a full, fair and reasonable opportunity for any person or entity to make a higher or otherwise better offer to purchase the Purchased Assets, including the opportunity for an auction. These procedures were duly noticed and conducted in a noncollusive, fair and good faith manner and a reasonable opportunity has been given to any interested party to make a higher and better offer for the Purchased Assets. N. The Asset Purchase Agreement constitutes the highest and best offer for the

Purchased Assets and will provide a greater recovery for the Debtors estates than would be provided by any other available alternative. The Debtors determination that the Asset Purchase Agreement constitutes the highest and best offer for the Purchased Assets constitutes a valid and sound exercise of the Debtors business judgment. O. The Asset Purchase Agreement represents a fair and reasonable offer to purchase

the Purchased Assets under the circumstances of these chapter 11 cases. No other person or entity or group of entities has offered to purchase the Purchased Assets for greater economic value to the Debtors estates than the Purchaser. P. Approval of the Sale Motion, the Asset Purchase Agreement and the

consummation of the transactions contemplated thereby is in the best interest of the Debtors, their creditors, their estates and other parties in interest. Q. The Debtors have demonstrated compelling circumstances and a good, sufficient

and sound business purpose and justification for the Sale.

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No Fraudulent Transfer R. The consideration provided by the Purchaser pursuant to the Asset Purchase

Agreement is fair and adequate and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession or the District of Columbia. Validity of Transfer S. Each Debtor has full corporate power and authority to execute and deliver the

Asset Purchase Agreement, the Ancillary Agreements and all other documents contemplated thereby and to consummate the transactions contemplated by the Asset Purchase Agreement. The Asset Purchase Agreement, the Ancillary Agreements and all of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action of each of the Debtors. No consents or approvals other than the authorization and approval of the Court and those expressly provided for in the Asset Purchase Agreement are required for each of the Debtors to consummate the Sale. T. The transfer of each of the Purchased Assets to the Purchaser will be as of the

Closing Date a legal, valid and effective transfer of such assets, and vests, or will vest, the Purchaser with all right, title and interest of the Debtors to the Purchased Assets free and clear of all Liens accruing, arising or relating to any time prior to the Closing Date, except for any Permitted Exceptions and Assumed Liabilities under the Asset Purchase Agreement. Section 363(f) Is Satisfied U. The Debtors may sell the Purchased Assets to the Purchaser free and clear of all

Liens against the Debtors, their estates or any of the Purchased Assets (except for any Permitted Exceptions and Assumed Liabilities under the Asset Purchase Agreement) because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been 7
K&E 11703141.6

satisfied. With respect to any and all entities asserting a Lien, including, without limitation, any options, pledges, security interests, claims, equities, reservations, third party rights, voting trusts or similar arrangements, charges or other encumbrances or restrictions on or conditions to transfer or assignment of any kind (including, without limitation to the generality of the foregoing, restrictions or conditions on or to the transfer, assignment or renewal of licenses, permits registrations and authorizations or approvals of or with respect to governmental units and instrumentalities), whether direct or indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated on or against the Purchased Assets either (i) such entity has consented to the sale and transfer, license and assignment, as applicable, free and clear of its Lien, with such Lien to attach to the proceeds of such sale and transfer, license and assignment, as applicable, respectively, (ii) applicable nonbankruptcy law permits the sale of the assets free and clear of such Lien, (iii) such Lien is in bona fide dispute or (iv) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such Lien, so that the conditions of section 363(f) of the Bankruptcy Code have been met. V. Those holders of Liens against the Debtors, their estates or any of the

Purchased Assets who did not object, or who withdrew their objections, to the Sale or the Sale Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code. Those holders of such Liens who did object fall within one or more of the other subsections of section 363(f) of the Bankruptcy Code and are adequately protected by having their Liens, if any, in each instance against the Debtors, their estates or any of the Purchased Assets, attach to the cash proceeds of the Sale ultimately attributable to the Purchased Assets in which such creditor alleges an interest, in the same order of priority, with the same validity, force and effect that such

8
K&E 11703141.6

creditor had prior to the Sale, subject to any claims and defenses the Debtors and their estates may possess with respect thereto. Section 1146(a) Is Satisfied W. The Sale is made in contemplation of the Debtors chapter 11 plan. Accordingly,

the Sale is a transfer pursuant to section 1146(a) of the Bankruptcy Code, which shall not be taxed under any law imposing a stamp tax or similar tax, including any bulk transfer tax. Assumption and Assignment of the Assumed Agreements X. The assumption and assignment of the Assumed Agreements pursuant to the

terms of this Order is integral to the Asset Purchase Agreement and is in the best interest of the Debtors and their estates, creditors and other parties in interest, and represents the reasonable exercise of sound and prudent business judgment by the Debtors. Y. The respective amounts set forth in the Sale Notice are the sole amounts

necessary under section 365 of the Bankruptcy Code to cure all monetary defaults and pay all actual pecuniary losses under the Assumed Agreements. Z. The Debtors, in accordance with the Asset Purchase Agreement, for each

Assumed Agreement shall (i) cure and/or provide adequate assurance of cure of any default existing prior to the relevant date of assumption under the Assumed Agreement, within the meaning of section 365(b)(1)(A) of the Bankruptcy Code, and (ii) provide compensation or adequate assurance of compensation to any party for actual pecuniary loss to such party resulting from a default under the Assumed Agreement prior to the date of assumption of the Assumed Agreement, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. AA. The counterparties to the Assumed Agreements who did not object, or who

withdrew their objections, to the Sale or the Sale Motion are deemed to have consented pursuant to section 365(c) and (e) of the Bankruptcy Code and waived any defaults under 9
K&E 11703141.6

section 365(b)(2) of the Bankruptcy Code, and consented to the novation of such Assumed Agreements to the Purchaser in accordance with section 365(k) of the Bankruptcy Code and with nonbankruptcy law. BB. The Purchaser has provided adequate assurance of its future performance under

the relevant Assumed Agreements within the meaning of sections 365(b)(1)(C), 365(b)(3) (to the extent applicable) and 365(f)(2)(B) of the Bankruptcy Code. Compelling Circumstances for an Immediate Sale CC. To maximize the value of the Purchased Assets and preserve the viability of the

business to which the Purchased Assets relate, it is essential that the Sale occur within the time constraints set forth in the Asset Purchase Agreement. Time is of the essence in consummating the Sale. DD. The consummation of the transaction is legal, valid and properly authorized under

all applicable provisions of the Bankruptcy Code, including, without limitation, sections 105(a), 363(b), 363(f), 363(m), 365(b) and 365(f) and 1146(a), and all of the applicable requirements of such sections have been complied with in respect of the transaction. NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: General Provisions 1. The relief requested in the Sale Motion is granted and approved, and the Sale

contemplated thereby is approved as set forth in this Order. All relief granted by the Bidding Procedures Order is hereby incorporated by reference to this Sale Order and remains in full force and effect. 2. All objections to the Sale Motion or the relief requested therein that have not been

withdrawn, waived, or settled as announced to the Court at the Sale Hearing or by stipulation

10
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filed with the Court, and all reservations of rights included therein, are hereby overruled on the merits or the interests of such objections have been otherwise satisfied or adequately provided for. Approval of the Asset Purchase Agreement 3. The Asset Purchase Agreement and the Ancillary Agreements, and all of the

terms and conditions thereof, including, but not limited to, the sale of the Purchased Assets and the assumption of the Assumed Liabilities in exchange for the Purchase Price, as set forth in the Asset Purchase Agreement, are hereby approved. 4. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are authorized

and empowered to take any and all actions necessary or appropriate to (a) consummate the Sale of each of the Purchased Assets to the Purchaser pursuant to and in accordance with the terms and conditions of the Asset Purchase Agreement, (b) cause their non-Debtor subsidiaries to sell the other assets contemplated by the Asset Purchase Agreement, (c) close the Sale as contemplated in the Asset Purchase Agreement and this Order and (d) execute and deliver, perform under, consummate, implement and close fully the Asset Purchase Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Asset Purchase Agreement and the Sale, including the Ancillary Agreements, or as may be reasonably necessary or appropriate to the performance of the obligations as contemplated by the Asset Purchase Agreement and the Ancillary Agreements. 5. The terms and provisions of this Order shall be binding in all respects upon the

Debtors, their estates, all creditors of, and holders of equity interests in, the Debtors (whether known or unknown), any holders of Liens against or on all or any portion of the Purchased Assets, all non-Debtor parties to the Assumed Agreements, the Purchaser and all successors and assigns of the Purchaser, the Purchased Assets, and any trustees, if any, subsequently appointed 11
K&E 11703141.6

in any of the Debtors chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of the Debtors cases. This Order and the Asset Purchase Agreement shall inure to the benefit of the Debtors, their estates, their creditors, the Purchaser, all interested parties and their respective successors and assigns. The Asset Purchase Agreement shall not be subject to rejection. Transfer of the Purchased Assets 6. Pursuant to sections 105(a), 363(f) and 365 of the Bankruptcy Code, the Debtors

are authorized to transfer the Purchased Assets on the Closing Date. Such Purchased Assets shall be transferred to the Purchaser upon and as of the Closing Date and such transfer shall constitute a legal, valid, binding and effective transfer of such Purchased Assets and, upon the Debtors receipt of the Purchase Price, shall be free and clear of all Liens except any Permitted Exceptions and Assumed Liabilities under the Asset Purchase Agreement, with all such Liens to attach to the net proceeds of the Sale attributable to the Purchased Assets which were subject to such Liens with the same validity, priority, force and effect that they now have as against such Purchased Assets, subject to any claims and defenses the Debtors and their estates may possess with respect thereto. 7. The net proceeds of the Sale are subject to the Final Order (I) Authorizing

Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 dated July 28, 2005 [Docket No. 809] and the postpetition credit agreement referenced therein. 8. In accordance with section 3.2 of the Asset Purchase Agreement, either (a) an

agreed portion of the Purchase Price will be paid to the relevant Customer to satisfy the PMSI or 12
K&E 11703141.6

(b) a portion of the Purchase Price equal to the amount of capital expenditure advances that gave rise to the PMSI will be reserved and the PMSI will attach to such reserve, with the Court to make the final determination as to the amount so reserved that is necessary to satisfy the PMSI. 9. Except as expressly permitted or otherwise specifically provided by the

Asset Purchase Agreement or this Order, all persons and entities holding Liens or interests in the Purchased Assets (other than Permitted Exceptions and the Assumed Liabilities) arising under or out of, in connection with, or in any way relating to the Debtors, the Purchased Assets, the operation of the Debtors businesses prior to the Closing Date or the transfer of the Purchased Assets to the Purchaser, hereby are forever barred, estopped and permanently enjoined from asserting against the Purchaser or its successors or assigns, their property or the Purchased Assets, such persons or entities Liens or interests in and to the Purchased Assets. On and after the Closing Date, each creditor is authorized and directed to execute such documents and take all other actions as may be necessary to release Liens (except Permitted Exceptions and Assumed Liabilities) on the Purchased Assets, if any, as provided for herein, as such Liens may have been recorded or may otherwise exist. 10. All persons and entities are hereby forever prohibited and enjoined from taking

any action that would adversely affect or interfere with the ability of the Debtors to sell and transfer the Purchased Assets to the Purchaser in accordance with the terms of the Asset Purchase Agreement and this Order. 11. All entities that are in possession of some or all of the Purchased Assets on the

Closing Date are directed to surrender possession of such Purchased Assets to the Purchaser or its assignee at the Closing.

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12.

A certified copy of this Order may be filed with the appropriate clerk and/or

recorded with the recorder to act to cancel any of the Liens and other encumbrances of record except the Permitted Exceptions. 13. If any person or entity which has filed statements or other documents or

agreements evidencing Liens on, or interests in, all or any portion of the Purchased Assets shall not have delivered to the Debtors prior to the Closing, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of liens and easements, and any other documents necessary for the purpose of documenting the release of all Liens which the person or entity has or may assert with respect to all or any portion of the Purchased Assets, the Debtors is hereby authorized and directed, and the Purchaser is hereby authorized, to execute and file such statements, instruments, releases and other documents on behalf of such person or entity with respect to the Purchased Assets. 14. This Order is and shall be binding upon and govern the acts of all persons and

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 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 any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the Asset Purchase Agreement.

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15.

The Purchaser shall have no liability or responsibility for any liability or other

obligation of the Debtors arising under or related to the Purchased Assets other than as expressly set forth in the Asset Purchase Agreement. Without limiting the effect or scope of the foregoing, the transfer of the Purchased Assets from the Debtors to the Purchaser does not and will not subject the Purchaser or its affiliates, successors or assigns or their respective properties (including the Purchased Assets) to any liability for claims (as that term is defined in section 101(5) of the Bankruptcy Code) against the Debtors or the Purchased Assets by reason of such transfer under the laws of the United States or any state, territory or possession thereof applicable to such transactions. 16. On the Closing Date, this Order shall be construed and shall constitute for any and

all purposes a full and complete general assignment, conveyance and transfer of the Purchased Assets or a bill of sale transferring good and marketable title in the Purchased 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 instruments necessary and appropriate to consummate the transactions contemplated by the Asset Purchase Agreement. Assumed Agreements 17. The Debtors are authorized and directed in accordance with the periods set forth

in the Asset Purchase Agreement, to assume and assign each of the Assumed Agreements to the Purchaser free and clear of all Liens other than Permitted Exceptions and Assumed Liabilities. For each Assumed Agreement, the payment of the applicable Cure Amount (if any) shall (a) effect a cure of all defaults existing thereunder as of the date of assumption of the Assumed Agreement, (b) compensate for any actual pecuniary loss to such non-Debtor party resulting from such default and (c) together with the assumption of the Assumed Agreement by the Purchaser, constitute adequate assurance of future performance thereof. The Purchaser shall then 15
K&E 11703141.6

have assumed the Assumed Agreement and, pursuant to section 365(f) of the Bankruptcy Code, the assignment by the Debtors of such Assumed Agreement shall not be a default thereunder. After the payment of the relevant Cure Amount for an Assumed Agreement, neither the Debtors nor the Purchaser shall have any further liabilities to the non-Debtor party or parties to such Assumed Agreement other than the Purchasers obligations under such Assumed Agreement that become due and payable on or after the date of assumption of such Assumed Agreement. 18. The Assumed Agreements shall be transferred to, and remain in full force and

effect for the benefit of, the Purchaser, in accordance with their respective terms without any default or event of default thereunder, notwithstanding any provision in any such Assumed Agreements (including provisions of the type described in section 365(b)(2), (e)(1) and (f)(1) of the Bankruptcy Code) which prohibits, restricts or conditions such assignment or transfer. The non-Debtor party to each Assumed Agreement shall be deemed to have consented to such assignment under section 365(c)(1)(B) of the Bankruptcy Code, and the Purchaser shall enjoy all of the rights and benefits under each such Assumed Agreement as of the applicable date of assumption without the necessity of obtaining such non-Debtor partys written consent to the assumption or assignment thereof. 19. Any provisions in any Assumed Agreement that prohibit or condition the

assignment of such Assumed Agreement or allow the party to such Assumed Agreement to terminate, recapture, impose any penalty, condition on renewal or extension or modify any term or condition upon the assignment of such Assumed Agreement, constitute unenforceable antiassignment provisions that are void and of no force and effect. All other requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and assignment to the Purchaser of the Assumed Agreements have been satisfied. Upon

16
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the Closing, in accordance with sections 363 and 365 of the Bankruptcy Code, the Purchaser shall be fully and irrevocably vested with all rights, title and interest of the Debtors under the applicable Assumed Agreements. 20. Upon the date of assumption of an Assumed Agreement and the payment of the

relevant Cure Amount for such contract, if any, the Purchaser shall be deemed to be substituted for the Debtors and non-Debtor counterparties to such agreement shall be deemed to have consented to a novation of such agreement to the Purchaser under applicable nonbankruptcy law. Any Assumed Agreement shall, as of the date of assumption of such contract, be valid and binding on the Purchaser and the other non-debtor counterparties thereto, and in full force and effect and enforceable in accordance with their respective terms. 21. Upon the payment of the applicable Cure Amount, if any, and subject to the terms

of the stipulation of the parties to any Assumed Agreement filed with the Court, if any, (a) each Assumed Agreement shall constitute a valid and existing interest in the property subject to such Assumed Agreement, (b) none of the Debtors rights will have been released or waived under any such Assumed Agreement, (c) the Assumed Agreement will remain in full force and effect, (d) no default shall exist under the Assumed Agreement nor shall there exist any event or condition which, with the passage of time or giving of notice, or both, would constitute such a default and (e) no non-Debtor party to any Assumed Agreement shall be permitted to declare a default by the Purchaser under such Assumed Agreement or otherwise take action against the Purchaser as a result of any Debtors financial condition, bankruptcy or failure to perform any of its obligations under the Assumed Agreement, including any failure to pay any amounts necessary to cure any Debtors defaults thereunder.

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22. respects. 23.

Sections 2.5(c) and (d) of the Asset Purchase Agreement are approved in all

Upon entry of this Order and assumption and assignment of any Assumed

Agreement, the Purchaser shall be deemed in compliance with all terms and provisions of such Assumed Agreement. 24. The Purchaser has provided adequate assurance of its future performance under

the relevant Assumed Agreements within the meaning of section 365(b)(1)(C), 365(b)(3) (to the extent applicable) and 365(f)(2)(B) of the Bankruptcy Code. The information provided by and about the Purchaser is and shall be deemed to constitute adequate assurance of future performance under the Bankruptcy Code (including under section 365(b)(3) thereof). 25. The Purchaser shall cooperate as reasonably necessary or desirable to provide

adequate assurance of future performance to counterparties to prepetition Assumed Agreements as required under section 365 of the Bankruptcy Code; provided, however, that prior to the Closing the Purchaser may, in its sole discretion, elect to designate as an Excluded Asset any agreement for which adequate assurance is ordered. 26. There shall be no rent accelerations, assignment fees, increases (including

advertising rates) or any other fees charged to Purchaser or the Debtors as a result of the assumption and assignment of the Assumed Agreements. 27. Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, all parties to an

Assumed Agreement are forever barred and permanently enjoined from raising or asserting against the Debtors or the Purchaser any assignment fee, default, breach or claim or pecuniary loss, or condition to assignment, arising under or related to the Assumed Agreement existing as of the date of assumption of such Assumed Agreement or arising by reason of the Closing.

18
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Other Provisions 28. Effective upon the Closing Date and except as otherwise provided by stipulations

filed with or announced to the Court with respect to a specific matter, all persons and entities are forever prohibited and permanently enjoined from commencing or continuing in any manner any action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral or other proceeding against the Purchaser, its successors and assigns, or the Purchased Assets, with respect to any (a) Lien (other than a Permitted Exception) arising under, out of, in connection with or in any way relating to the Debtors, the Purchaser, the Purchased Assets or the operation of the Purchased Assets prior to the Closing of the Sale or (b) successor liability, including, without limitation, the following actions: (i) commencing or continuing in any manner any action or other proceeding against the Purchaser, its successors, assets or properties; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Purchaser, its successors, assets or properties; (iii) creating, perfecting or enforcing any Lien or other encumbrance against the Purchaser, its successors, assets or properties; (iv) asserting any setoff, right of subrogation or recoupment of any kind against any obligation due the Purchaser or its successors; (v) commencing or continuing any action, in any manner or place, that does not comply or is inconsistent with the provisions of this Order or other orders of the Court, or the agreements or actions contemplated or taken in respect thereof; or (vi) revoking, terminating or failing or refusing to issue or renew any license, permit or authorization to operate any of the Purchased Assets or conduct any of the businesses operated with the Purchased Assets. 29. Except for the Permitted Exceptions and the Assumed Liabilities or as otherwise

expressly provided for in this Order or the Asset Purchase Agreement, the Purchaser shall not have any liability or other obligation of the Debtors arising under or related to any of the 19
K&E 11703141.6

Purchased Assets. Without limiting the generality of the foregoing, and except as otherwise specifically provided herein or in the Asset Purchase Agreement, the Purchaser shall not be liable for any claims against the Debtors or any of their predecessors or affiliates, and the Purchaser shall not have any successor or vicarious liabilities of any kind or character, including, but not limited to, any theory of antitrust, environmental, successor or transferee liability, labor law, de facto merger or substantial continuity, whether known or unknown as of the Closing Date, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtors or any obligations of the Debtors arising prior to the Closing Date, including, but not limited to, liabilities on account of any taxes arising, accruing or payable under, out of, in connection with, or in any way relating to the operation of the Purchased Assets prior to the Closing. The Purchaser has given substantial consideration under the Asset Purchase Agreement for the benefit of the holders of Liens. The consideration given by the Purchaser shall constitute valid and valuable consideration for the releases of any potential claims of successor liability of the Purchaser, which releases shall be deemed to have been given in favor of the Purchaser by all holders of Liens against the Debtors or the Purchased Assets. 30. The transactions contemplated by the Asset Purchase Agreement are undertaken

by the Purchaser without collusion and in good faith, as that term is defined 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 (including the assumption and assignment of the Assumed Agreements), unless such authorization and such Sale are duly stayed pending such appeal. The Purchaser is a good faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) of the Bankruptcy Code.

20
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31.

The consideration provided by the Purchaser for the Purchased Assets under the

Purchase Agreement is fair and reasonable and may not be avoided under section 363(n) of the Bankruptcy Code. 32. Pursuant to Bankruptcy Rules 7062, 9014, 6004 and 6006, this Order shall be

effective immediately upon entry and shall not be stayed and the Debtors and the Purchaser are authorized to close the Sale immediately upon entry of this Order. 33. Pursuant to section 1146(a) of the Bankruptcy Code, the transfer of the Purchased

Assets, and the execution and delivery of any instrument of transfer by the Debtors shall not be taxed under any law imposing a stamp tax or similar tax, including any bulk transfer tax. Each and every federal, state and local government agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transfer of any of the Purchased Assets, all without imposition or payment of any stamp tax or similar tax. 34. Nothing in this Order or the Asset Purchase Agreement approves or provides for

the transfer to Purchaser of any avoidance claims (whether under chapter 5 of the Bankruptcy Code or otherwise) of the Debtors estates. The release of claims provided by Section 2.7 of the Asset Purchase Agreement is an appropriate use of the Debtors assets, in their business judgment, to consummate the Sale and obtain the benefits to the Debtors of the transactions contemplated by the Asset Purchase Agreement. 35. No bulk sales law or any similar law of any state or other jurisdiction applies in

any way to the Sale. 36. The failure specifically to include any particular provision of the Asset Purchase

Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being

21
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the intent of the Court that the Asset Purchase Agreement be authorized and approved in its entirety. 37. The Asset Purchase Agreement and any related agreements, documents or other

instruments may be modified, amended or supplemented by the parties thereto and in accordance with the terms thereof, without further order of the Court. 38. The Court shall retain jurisdiction to, among other things, interpret, implement,

and enforce the terms and provisions of this Order and the Asset Purchase Agreement, all amendments thereto and any waivers and consents thereunder and each of the agreements executed in connection therewith (including, but not limited to, the Ancillary Agreements) to which the Debtors are a party or which has been assigned by the Debtors to the Purchaser, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to the Sale. 39. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 40. The requirement set forth in Local Rule 9013-1(b) that any motion or other

request for relief be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Sale Motion or otherwise waived. 41. To the extent there are any inconsistencies between the terms of this Order and

the Asset Purchase Agreement or any related agreements, documents or other instruments, the terms of this Order shall control. 42. To the extent that this Order is inconsistent with any prior order or pleading with

respect to the Sale Motion in these chapter 11 cases, the terms of this Order shall govern.

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EXHIBIT C

EXECUTION VERSION

ASSET PURCHASE AGREEMENT dated as of March 30, 2007 by and among CADENCE INNOVATION LLC, as Purchaser and COLLINS & AIKMAN CORPORATION, COLLINS & AIKMAN PRODUCTS CO., COLLINS & AIKMAN AUTOMOTIVE EXTERIORS INC., and COLLINS & AIKMAN AUTOMOTIVE INTERIORS INC., as Sellers

60549802/28/335949/00032

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .........................................................................................................5 1.1 Certain Definitions.........................................................................................................5 1.2 Terms Defined Elsewhere in this Agreement ..............................................................5 1.3 Other Definitional and Interpretive Matters. .............................................................5 ARTICLE II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES ...5 2.1 Purchase and Sale of Assets. .........................................................................................5 2.2 Excluded Assets..............................................................................................................5 2.3 Assumption of Liabilities...............................................................................................5 2.4 Excluded Liabilities .......................................................................................................5 2.5 Procedures for Assumption and Rejection of Agreements ........................................5 2.6 Further Conveyances and Assumptions ......................................................................5 2.7 Releases ...........................................................................................................................5 ARTICLE III CONSIDERATION ..............................................................................................5 3.1 Consideration .................................................................................................................5 3.2 Payment of Purchase Price ...........................................................................................5 3.3 Calculation of Final Purchase Price.............................................................................5 3.4 Mitsubishi Program Purchase Price Adjustment .......................................................5 ARTICLE IV CLOSING AND TERMINATION ......................................................................5 4.1 Closing Date....................................................................................................................5 4.2 Deliveries by Seller.........................................................................................................5 4.3 Deliveries by Purchaser.................................................................................................5 4.4 Termination of Agreement............................................................................................5 4.5 Procedure Upon Termination.......................................................................................5 4.6 Effect of Termination. ...................................................................................................5 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS ...........................5 5.1 Sellers Representations and Warranties ....................................................................5 5.2 Organization and Good Standing.................................................................................5 5.3 Authorization of Agreement .........................................................................................5 5.4 Conflicts; Consents of Third Parties............................................................................5 5.5 Title to Purchased Assets; Assets Necessary to Business. ..........................................5 5.6 Real Property. ................................................................................................................5 5.7 Intellectual Property......................................................................................................5 5.8 Software Programs ........................................................................................................5 5.9 U.S. Employee Benefits..................................................................................................5 5.10 Labor Matters ................................................................................................................5 5.11 Personnel Matters ..........................................................................................................5 5.12 Litigation.........................................................................................................................5 5.13 Compliance with Laws; Governmental Authorizations.............................................5 i

5.14 5.15 5.16 5.17 5.18 5.19 5.20 5.21 5.22 5.23 5.24 5.25 5.26 5.27

Financial Advisors .........................................................................................................5 Environmental Matters .................................................................................................5 Taxes ...............................................................................................................................5 [RESERVED] .................................................................................................................5 [RESERVED] .................................................................................................................5 Insurance ........................................................................................................................5 Contracts.........................................................................................................................5 Relationships with Customers and Suppliers..............................................................5 Bank Accounts Schedule ...............................................................................................5 Surety Documents ..........................................................................................................5 Sufficiency of Assets.......................................................................................................5 Financial Information....................................................................................................5 No Other Representations or Warranties; Schedules ................................................5 Survival of Representations and Warranties ..............................................................5

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER...................5 6.1 Purchasers Representations and Warranties ............................................................5 6.2 Organization and Good Standing.................................................................................5 6.3 Authorization of Agreement .........................................................................................5 6.4 Conflicts; Consents of Third Parties............................................................................5 6.5 Litigation.........................................................................................................................5 6.6 Financial Advisors .........................................................................................................5 6.7 Financial Capability ......................................................................................................5 6.8 Condition of the Business ..............................................................................................5 6.9 Adequate Assurances Regarding Executory Contracts .............................................5 ARTICLE VII BANKRUPTCY COURT MATTERS...............................................................5 7.1 Bankruptcy Actions .......................................................................................................5 7.2 Seller Actions..................................................................................................................5 7.3 Purchaser Actions ..........................................................................................................5 7.4 Adequate Assurances.....................................................................................................5 7.5 Support of Sale Order ...................................................................................................5 7.6 Cure of Defaults .............................................................................................................5 7.7 Competing Bids ..............................................................................................................5 7.8 No-Shop Period. .............................................................................................................5 ARTICLE VIII COVENANTS.....................................................................................................5 8.1 Access to Information....................................................................................................5 8.2 Conduct of the Business Pending the Closing. ............................................................5 8.3 Regulatory Approvals....................................................................................................5 8.4 Further Assurances........................................................................................................5 8.5 Other Tangible Assets ...................................................................................................5 8.6 Confidentiality................................................................................................................5 8.7 Preservation of Records ................................................................................................5 8.8 Publicity ..........................................................................................................................5 8.9 License Agreement.........................................................................................................5 8.10 Real Estate Matters. ......................................................................................................5 ii

8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18

Environmental Reports .................................................................................................5 Collective Bargaining Agreement.................................................................................5 Cooperation with the PBGC .........................................................................................5 Cooperation with Intellectual Property Matters ........................................................5 Execution of the Mexican Agreement and the Canadian Agreement.......................5 Efforts to Identify Excluded IP.....................................................................................5 Collection of Net Tooling Proceeds ..............................................................................5 Supply Arrangements....................................................................................................5

ARTICLE IX EMPLOYEES AND EMPLOYEE BENEFITS .................................................5 9.1 Employment. ..................................................................................................................5 9.2 Employee Benefits..........................................................................................................5 9.3 COBRA Responsibilities ...............................................................................................5 9.4 Mitigation of Liabilities .................................................................................................5 ARTICLE X CONDITIONS TO CLOSING ..............................................................................5 10.1 Conditions Precedent to Obligations of Purchaser.....................................................5 10.2 Conditions Precedent to Obligations of Sellers...........................................................5 10.3 Conditions Precedent to Obligations of Purchaser and Sellers.................................5 10.4 Frustration of Closing Conditions................................................................................5 ARTICLE XI TAXES....................................................................................................................5 11.1 Transfer Taxes ...............................................................................................................5 11.2 Prorations .......................................................................................................................5 11.3 Purchase Price Allocation .............................................................................................5 ARTICLE XII MISCELLANEOUS ............................................................................................5 12.1 Expenses..........................................................................................................................5 12.2 Injunctive Relief.............................................................................................................5 12.3 Submission to Jurisdiction; Consent to Service of Process........................................5 12.4 Waiver of Right to Trial by Jury..................................................................................5 12.5 Entire Agreement; Amendments; Waivers and Conflicts .........................................5 12.6 Governing Law...............................................................................................................5 12.7 Notices .............................................................................................................................5 12.8 Severability .....................................................................................................................5 12.9 Binding Effect; Assignment ..........................................................................................5 12.10 Non-Recourse .................................................................................................................5 12.11 Release.............................................................................................................................5 12.12 Termination of Representations and Warranties .......................................................5 12.13 Supplementation and Amendment of Schedules.........................................................5 12.14 Counterparts ..................................................................................................................5 12.15 Confidential Treatment.................................................................................................5

iii

Schedules 1.1(a) 1.1(b) 1.1(c) 1.1(d) 1.1(e) 1.1(f) 1.1(g) 1.1(h) 1.1(i) 1.1(j) 1.1(k) 1.1(l) 1.1(m) 1.1(n) 2.1(a)(1) 2.1(a)(2) 2.1(a)(iv) 2.1(a)(vii) 2.1(b)(i) 2.1(b)(ii) 2.2 2.2(s) 2.3 2.7(a) 2.7(b) 3.1 3.3 3.4 4.2(l) 4.4 5.2 5.4(a) 5.4(b) 5.5(a) 5.5(b) 5.7(a) 5.7(d) 5.8 5.9 5.10 5.11(a) 5.12 5.13 5.14 Accrued Engineering Changes Acquired Programs Alternative Contracts Assumed Leases Baseline Hermosillo Inventory Amount Designated Contracts Excluded IP Exclusive IP Assets GE-Textron Equipment IP Licenses Knowledge of Sellers Other Tangible Assets Primary IP Assets Retained IP Assets Acquired Owned Real Property Assumed Leased Real Property Equipment Deposits Exclusions to Tangible Personal Property Assets Other Purchased Assets Other Excluded Assets Exceptions to Excluded Assets Other Assumed Liabilities Chapter 5 Releases Section 547 Releases Purchase Price Inventory Methodology/Deviations from GAAP Mitsubishi Programs Closing Consents Certain OEM-Related Matters Jurisdictions, Qualifications to do Business, Licenses No Conflicts Consents Title to Assets Condition of Assets Purchased Intellectual Property Title to Intellectual Property Software Programs Employee Benefit Plans Labor Matters Personnel Matters Litigation Compliance with Laws Financial Advisors iv

5.15 5.16 5.18 5.19 5.20(a) 5.20(b) 5.21 5.22 5.23 5.24 5.25(a) 6.4 8.2(a) 8.2(b) 8.9(a) 8.9(b) 8.12 10.1

Environmental Taxes Inventory Insurance Material Contracts Validity of Material Contracts Relationships with Customers and Suppliers Bank Accounts Surety Documents Sufficiency of Assets Financial Statements Conflicts Exceptions to Conduct of Business Exceptions to Negative Covenants Exceptions to Retained IP Assets Exceptions to Purchased Intellectual Property Collective Bargaining Agreements Governmental Authorizations

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of March 30, 2007 (this Agreement), by and among Collins & Aikman Corporation, a Delaware corporation (Parent), Collins & Aikman Products Co., Collins & Aikman Automotive Exteriors Inc. and Collins & Aikman Automotive Interiors, Inc., (each a Company, collectively, the Companies and the Companies together with Parent, Sellers) and Cadence Innovation LLC, a Delaware limited liability company (Purchaser). Each of Sellers and Purchaser is a Party and collectively they are the Parties to this Agreement. W I T N E S S E T H: WHEREAS, Sellers are debtors-in-possession under title 11 of the Bankruptcy Code, 11 U.S.C. 1011330 (the Bankruptcy Code), and filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on May 17, 2005 (the Petition Date), in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court) (Case No. 0555927 (SWR)) (collectively, the Bankruptcy Case); WHEREAS, the Companies presently conduct the Business; WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to purchase, acquire and assume from Sellers, pursuant to sections 363 and 365 of the Bankruptcy Code, all of the Purchased Assets and Assumed Liabilities used primarily in connection with the Business as presently conducted, all as more specifically provided herein; WHEREAS, Sellers desire to cause their Canadian Subsidiaries to sell, transfer and assign to Purchaser, and Purchaser desires to purchase, acquire and assume from such Canadian Subsidiaries, pursuant to the relevant provisions of Canadian bankruptcy law, certain assets which are part of the Purchased Assets and certain liabilities which are part of the Assumed Liabilities, as more specifically provided in the Canadian Agreement; and WHEREAS, Sellers desire to cause their Mexican Subsidiaries to sell, transfer and assign to Purchaser, and Purchaser desires to purchase, acquire and assume from such Sellers Subsidiaries certain assets which are part of the Purchased Assets and certain liabilities which are part of the Assumed Liabilities, as more specifically provided in the Mexican Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

Accounts Receivable means customer billings evidenced by automatic shipping notices or actual invoices sent to customers of the Sellers (including, without limitation, OEMs) either (i) in accordance with the customers purchase orders, policies and procedures or (ii) presented for payment to such customers and payable in accordance with the terms of such notices or invoices in the Ordinary Course of Business; provided, however, that Accounts Receivable does not include Accrued Receivables or Accrued Engineering Changes. Accrued Engineering Changes means all rights under purchase orders requesting engineering changes and/or modifications to Acquired Programs up to and including all price differentials (net of downward price differentials), whether or not such purchase orders are executory contracts, including, without limitation, those accrued engineering changes set listed on Schedule 1.1(a). For avoidance of doubt, Purchaser will process or pay all downward price differentials. Accrued Receivables means all accrued but not billed receivables for parts shipped to customers which are neither invoiceable under the customers purchase orders, policies and procedures nor payable in the Ordinary Course of Business, including, without limitation, engineering change notices, price differentials and zero dollar purchase orders. Acquired Programs means the programs set forth on Schedule 1.1(b). Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Agent means JPMorgan Chase Bank, N.A., as administrative agent for the lenders, pursuant to the Credit Agreement dated as of December 20, 2001, as amended and restated as of September 1, 2004, among Collins & Aikman Products Co., Collins & Aikman Corporation, the Agent, the lenders party thereto and the other agents party thereto. Alternative Contracts means the Contracts and IP Licenses set forth on Schedule 1.1(c). Alternative Contracts Date means April 17, 2007. Alternative Contract Generated Claim means administrative, priority and secured claims attributable to the period after the Closing, including, without limitation, claims for lost profits and other damages arising from the breach or termination of postpetition contracts that will no longer be performed by Sellers in accordance with their current terms. Assigned Undesignated Contract means any Undesignated Contract that is not a Non-Assigned Undesignated Contract. Assumed Agreements means, collectively, the Assumed Contracts, Assumed IP Licenses, Assumed Leases and the Assigned Undesignated Contracts assigned pursuant to Section 2.5(c) hereof. 2

Assumed Contracts means the Contracts that are Designated Contracts and those Alternative Contracts that are amended or modified (rather than a replacement or substitute Contract between Purchaser and the third party of such Contract). Assumed IP Licenses means the IP Licenses that are either Designated Contracts or Alternative Contracts that are amended or modified (rather than a replacement or substitute IP License between Purchaser and the third party of such IP Licenses). Assumed Leases means the leases set forth on set forth on Schedule 1.1(d). Baseline Hermosillo Inventory Amount means $13,000,000, as determined according to the accounting methods, policies, practices, procedures, classifications and/or estimation methodologies set forth on Schedule 1.1(e) attached hereto. Business means the business, as conducted as of February 28, 2007, consisting of the sales, marketing, design, engineering, prototyping, manufacturing and production of instrument panels, consoles, door panels, and other interior plastic parts with respect to (i) the Acquired Programs and expansions, replacements, enhancements, continuations, modifications and followon programs thereto, and (ii) any other business being conducted at the Acquired Owned Real Property and the Assumed Leased Real Property. Business Day means any day of the year on which national banking institutions in New York City are open to the public for conducting business and are not required or authorized to close. Canadian Agreement means the agreement or instrument by and among Sellers and/or one or more of their Canadian Subsidiaries and Purchaser and/or one or more of its Affiliates pursuant to which, among other things, the Purchased Assets located in Canada will be conveyed to Purchaser and/or one or more of its Affiliates. Canadian Transaction means the transactions contemplated by the Canadian Agreement. Capital Expenditures has the meaning provided in the Customer Agreement. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. Code means the Internal Revenue Code of 1986, as amended. Collective Bargaining Agreement means any Contract or other binding agreement or arrangement with any labor union or organization, works council or other similar employee representative. Contract means any written contract, indenture, note, bond, lease or other agreement. Customers has the meaning provided in the Customer Agreement.

Customer Agreement means the Customer Agreement, dated effective as of November 26, 2006, among the Sellers and various of the Sellers customers, as amended and in effect on the date hereof (but not including any further amendments, waivers or modifications hereafter). Designated Contracts means the Contracts and IP Licenses set forth on Schedule 1.1(f) and all confidentiality and nondisclosure agreements between, on the one hand, the Sellers or any of their Affiliates, and on the other hand, any (i) Person who was a potential acquiror of any of the Purchased Assets at any time; (ii) vendor or supplier; (iii) employee, and (iv) customer, in each case in (ii), (iii) and (iv), to the extent primarily related to the Business. Development Tooling means all tooling and related equipment that does not constitute Production Tooling. Disclosure Schedules means the Schedules and the Purchaser Schedules. Documents means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.) and other similar materials primarily related to the Business and the Purchased Assets in each case whether or not in electronic form. Election Date means the earlier of (i) June 20, 2007; (ii) if an order confirming a chapter 11 plan in the Bankruptcy Case has been entered prior to the hearing to approve the Sale Order, ten days prior to the date by which executory contracts and unexpired leases must be assumed or rejected under such order and in no event later than such date; and (iii) if an order confirming a chapter 11 plan in the Bankruptcy Case has not been entered prior to the hearing to approve a Sale Order, then, to the extent known, ten days prior to the date the order unconditionally confirming a chapter 11 plan in the Bankruptcy Case is unconditionally scheduled to be entered, and in no event later than the date such order is entered, provided that, for (iii) hereof, if such order would be effective except it is conditional to allow for the later assumption or rejection of executory contracts and unexpired leases, then the date such condition is satisfied. Employee Benefit Plan means any of the following (whether written, unwritten or terminated): (a) any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including, but not limited to, any medical plan, life insurance plan, short-term or long-term disability plan, dental plan, and sick leave; (b) any employee pension benefit plan, as defined in Section 3(2) of ERISA, including, but not limited to, any excess benefit, top hat or deferred compensation plan or any nonqualified deferred compensation or retirement plan or arrangement or any qualified defined contribution or defined benefit plan; or (c) any other plan, policy, program, arrangement or agreement which provides employee benefits or benefits to any current or former employee, dependent, beneficiary, director, independent contractor or like Person, including, but not limited to, any severance agreement or plan, personnel policy, vacation time, holiday pay, service award, moving expense reimbursement programs, tool allowance, safety 4

equipment allowance, material fringe benefit plan or program, bonus or incentive plan, stock option, restricted stock, stock bonus or deferred bonus plan, salary reduction, change-of-control or employment agreement (or consulting agreement with a former employee) which are either maintained by the Sellers or to which the Sellers have or could have any liability, contingent or otherwise. Employees means all individuals, other than those who are employed by any of Sellers Mexican or Canadian Subsidiaries or their respective Affiliates, as of the date hereof actively at work as of the date hereof, or who are members of a collective bargaining unit of the Business or otherwise will have re-hire or reinstatement rights with Sellers under applicable Law, who are employed by any of the Sellers primarily in connection with the Business, together with individuals who are hired in respect of the Business after the date hereof and prior to the Closing in compliance with the provision of Section 8.2(b)(iii) hereof. Environmental Claims means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, notice of violation, judicial or administrative proceeding, judgment, letter or other communication from any governmental agency, department, bureau, office or other Governmental Body, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (i) any assets, properties or businesses of the Business or any predecessor in interest; (ii) from adjoining properties or businesses; or (iii) from or onto any facilities which received Hazardous Materials generated by the Business or any predecessor in interest. Environmental Laws includes (A) CERCLA; RCRA; the Clean Air Act, 42 U.S.C. 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et seq., as amended; and any other foreign, federal, state, local or municipal laws, statutes, regulations, rules or ordinances imposing liability or establishing standards of conduct for protection of the environment; and (B) all applicable Canadian, Mexican, foreign, federal, provincial, state, municipal, or local laws, statutes or by laws or ordinances relating to the environment, including, without limitation, the following: the Environmental Quality Act R.S.Q. c.Q 2, the Hazardous Products Act, R.S. c. 1185, c. H 3, the Canadian Environmental Protection Act, S.C. 1988, c. 22, the Environmental Protection Act, R.S.O. 1980, c. 141, the Ontario Water Resources Act, R.S.O. 1980, c. 3, the Mexican General Environmental Protection Act (Ley General del Equilibrio Ecolgico y la Proteccin al Ambiente) and the Mexican General Law for Prevention and Comprehensive Management of Waste (Ley General para la Prevencin y la Gestin Integral de los Residuos), as amended, and any other applicable environmental laws, in each case as amended from time to time. Environmental Liabilities means any obligations, losses, liabilities (including strict liability), damages, costs and expenses, fines, and penalties incurred as a result of any Environmental Claim filed by any Governmental Body or any third party which relate to any violations of Environmental Laws, remedial actions, releases or threatened releases of Hazardous Materials from or onto (i) any property presently or formerly owned or operated by any of the Sellers or any of their respective Subsidiaries or a predecessor in interest, or (ii) any facility which received Hazardous Materials generated by the Business or any of the Companies or a predecessor in interest.

Equipment means all machinery, motors, equipment, furniture, fixtures, furnishings, vehicles, spare parts, leasehold improvements and other tangible personal property, including, without limitation, all such artwork, desks, chairs, tables, computer and computer-related hardware and firmware, copiers, telephone lines and numbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Excluded IP means the Intellectual Property owned by, or licensed to, a Seller that: (i) has not been used in, or created or developed for use in, the Business at any time within the forty-eight (48) month period prior to the Closing Date; (ii) has not been used in, or created or developed for use in, the production of instrument panels, consoles, door panels, or other interior plastic parts at any time within the forty-eight (48) month period prior to the Closing Date; (iii) was not used in, or created or developed by Sellers prior to the Closing Date for current or potential future use in, the Resin Business; or (iv) was used in, or created or developed by Sellers prior to the Closing Date solely for current or potential future use in, the resin recycling operations conducted at Sellers Farmington, New Hampshire facility; including, without limitation, the Intellectual Property identified in Schedule 1.1(g). Excluded Matter means any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general, if such effect is not disproportionate on the Business; (ii) the effect of any change that generally affects any industry in which Sellers operate, if such effect is not disproportionate on the Business; (iii) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof, if such effect is not disproportionate on the Business; (iv) the effect of any action taken by Purchaser or its Affiliates with respect to the transactions contemplated hereby or with respect to Sellers, including their respective employees; (v) the effect of any changes in applicable Laws or accounting rules; (vi) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; (vii) any effect resulting from the filing of the Bankruptcy Case and reasonably anticipated effects thereof; (viii) any event, matter or occurrence of which Purchaser is aware as of the Alternative Contracts Date; or (ix) any effect resulting from the cancellation or non-renewal of the Mitsubishi programs produced at the Morristown, Indiana or Columbia, Missouri facilities, the GMX001 program or the Saturn Aura program. Exclusive IP Assets means the Intellectual Property owned by, or licensed to, Sellers that: (i) was exclusively used in the Business as of the Closing Date, or at any time within the twelve (12) month period prior to the Closing Date, provided such Intellectual Property was not subsequently used on a less than exclusive basis in the Business; (ii) was created or developed by Sellers prior to the Closing Date for current or potential future use exclusively in the Business; or (iii) was exclusively used in, or was created or developed by Sellers prior to the Closing Date for current or potential future use exclusively in, the Resin Business; including, without limitation, the registrations and applications for registration of Intellectual Property identified in Schedule 1.1(h).

Foreign Subsidiaries means Subsidiaries of the Sellers organized in jurisdictions outside of the United States. GAAP means generally accepted accounting principles in the United States as of the date hereof. GE-Textron Equipment means any items of Equipment which the Sellers or its Affiliates have leased from or financed with General Electric Capital Corporation or its Affiliates and assignees (collectively, GECC) or Textron Financial Corporation or its Affiliates and assignees, including the interests of GECC in the Collins & Aikman Automotive Hermosillo S.A. de C.V. facilities, in each case, for use in the Business, all of which GE-Textron Equipment is listed on Schedule 1.1(i). Governmental Authorization means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law. Governmental Body means any government or governmental or regulatory body thereof, or quasi-governmental or quasi-regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, provincial or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private). Hazardous Materials means (i) hazardous substances, as defined by CERCLA; (ii) hazardous wastes as defined by RCRA; (iii) petroleum, including, without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure; (iv) any radioactive material, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. 2011 et seq.; (v) asbestos in any form or condition; (vi) polychlorinated biphenyls; and (vii) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements. HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Initial Bid Procedures Objection Deadline means the objection deadline for relief requested in the Sale Motion to be granted in the Bidding Procedures Order; provided that such date shall not be deemed to have been extended by virtue of the Sellers extending the Initial Bid Procedures Objection Deadline for individual parties to object to the relief requested in the Sale Motion to be granted in the Bid Procedures Order, and provided, further, that such date shall not be earlier than April 9, 2007. Intellectual Property means (i) patents, domestic and foreign, and patent disclosures together with all reissuances, continuations, divisionals, continuations-in-part, revisions, extensions and reexaminations thereof (collectively, Patents); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans, domestic and foreign, (and all translations, adaptations, derivations and combinations of the foregoing), together with all goodwill associated with each of the foregoing (collectively, Trademarks); (iii) copyrights and copyrightable works, domestic and foreign, (collectively, Copyrights); (iv) Internet domain names; (v) registrations and applications for any of the foregoing; (vi) trade secrets, confidential 7

and proprietary information, processes, formulae, drawings, specifications, know-how and inventions; (vii) computer software (including, but not limited to, source code, executable code, firmware, data, databases and technical documentation); (viii) all rights to sue for past infringements of, and all rights to payment from licensees of, intellectual property owned by Sellers; and (ix) all other intellectual property. Inventory means, to the extent owned by the Sellers, all finished and semi-finished goods, work in process, raw materials, replacement and spare parts, packaging material, operating supplies, fuels and other similar items, goods in transit, goods at customer sites and other inventory or goods held for sale of a Person in all forms located at the Owned Real Property or Leased Real Property or primarily related to an Acquired Program. IP Licenses means the Contracts identified in Schedule 1.1(j), pursuant to which any of the Exclusive IP Assets or Primary IP Assets are licensed to Sellers by third parties. Knowledge of Sellers means the actual knowledge of those officers and directors of Sellers and other Persons identified on Schedule 1.1(k). Law means any federal, state, provincial, local or foreign law, statute, code, ordinance, rule or regulation. Leased Real Property means all Sellers right, title and interest in all Real Property Leases pursuant to which Sellers hold a leasehold or subleased estate or other right to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in, or otherwise related to, the Business other than the Owned Real Property. Legal Proceeding means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body. Letter of Intent means that certain letter of intent, dated as of March 6, 2007, by and among Cadence Innovation LLC, Parent and JPMorgan Chase Bank, N.A. Liability means any debt, liability or obligation (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) and including all costs and expenses relating thereto. Lien means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement or encumbrance, but does not include any restrictions under licenses of, or other agreements related to, Intellectual Property. Material Adverse Change means any change in, or effect on, the business, operations, assets, liabilities, prospects or condition (financial or otherwise) of the Sellers and its Subsidiaries which, when considered either individually or in the aggregate together with all other adverse changes or effects with respect to which such phrase is used herein, is, or

reasonably poses a material risk of being, materially adverse to the Business, taken as a whole other than changes and effects resulting from an Excluded Matter. Material Adverse Effect means (i) a material adverse effect on the Purchased Assets or the business, operations, assets, liabilities, prospects or condition (financial or otherwise) of the Business, in each case taken as a whole, or (ii) a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement or perform their obligations under this Agreement, other than an effect resulting from an Excluded Matter. Mexican Agreement means the agreement or instrument by and among Sellers and/or one or more of their Mexican Subsidiaries and Purchaser and/or one or more of its Affiliates pursuant to which, among other things, the Purchased Assets located in Mexico will be conveyed to Purchaser and/or one or more of its Affiliates. Mexican Transaction means the transactions contemplated by the Mexican Agreement. Net Tooling Proceeds means all cash proceeds of the payments and rights to payments from customers of the Business in respect of Non-PPAP Tooling, minus the sum of (i) amounts hereafter paid to third-party vendors for goods and services relating to such Non-PPAP Tooling, (ii) the actual costs incurred by Purchaser or Sellers in connection with the collection of such payments, and (iii) $3,000,000. Non-Assigned Undesignated Contract means any Undesignated Contract that Purchaser does not elect to have Sellers assume and assign to it. Non-PPAP Tooling means Production Tooling which has not completed the PPAP process on or before the Closing Date. OEM means an Original Equipment Manufacturer customer or its designees or suppliers. Order means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body. Ordinary Course of Business means the ordinary and usual course of normal day-today operations of the Business since the Petition Date through the Alternative Contracts Date, consistent with past practice. Other Tangible Assets means the material tangible assets that constitute Purchased Assets, excluding the Inventory at the Hermosillo, Mexico facility, set forth on Schedule 1.1(l) (such Schedule also sets forth the corresponding net book value, as of February 28, 2007, of each such asset). Overbid Protection has the meaning set forth in the Bidding Procedures Order. Owned Real Property means all land and all buildings, structures, fixtures and other improvements located thereon, and all easements, rights of way, servitudes, tenements,

hereditaments, appurtenances, privileges and other rights with respect thereto owned by Sellers and used in, or intended to be used in, or otherwise related to, the Business. Permits means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body. Permitted Exceptions means: (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in the Title Polices; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings provided an appropriate reserve is established therefor; (iii) mechanics, carriers, workers, repairers and similar Liens arising or incurred in the Ordinary Course of Business not yet delinquent or the amount and validity of which is being contested in good faith provided an adequate reserve is established therefor; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body provided that such regulations have not been violated; (v) title of a lessor under a capital or operating lease; (vi) any other Liens which will be discharged in connection with the Sale Order or any other actions of the Bankruptcy Court; and (vii) such other imperfections in title, charges, easements, restrictions and encumbrances which would not materially interfere with the use or occupancy of the applicable property. For avoidance of doubt, no Lien imposed by the PBGC is a Permitted Exception. Person means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity. PMSI means purchase money security interests granted pursuant to the Customer Agreement and arising from and after November 26, 2006, provided, however, PMSI shall not include amounts arising from the repair or replacement of an asset following casualty or similar loss. PPAP means the Production Part Approval Process utilized by the OEM customers of the Business. PPAP Tooling means Production Tooling which has completed the PPAP process on or before the Closing Date. Primary IP Assets means the Intellectual Property owned by, or licensed to, Sellers that: (i) was primarily (but not exclusively) used in the Business as of the Closing Date, or at any time within the twelve (12) month period prior to the Closing Date, provided such Intellectual Property was not subsequently used on a less than primary basis in the Business; (ii) was created or developed by Sellers prior to the Closing Date for current or potential future use primarily (but not exclusively) in the Business; or (iii) was primarily (but not exclusively) used in, or was created or developed by Sellers prior to the Closing Date for current or potential future use primarily (but not exclusively) in, the Resin Business; including, without limitation, the registrations and applications for registration of Intellectual Property identified on Schedule 1.1(m).

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Production Tooling means the tooling and related equipment used by Sellers in the manufacturing operations of the Business on or before the Closing in the production of components which are qualified to be installed on Sellers OEM customers products for fleet or showroom sales, which tooling, upon successful completion of PPAP, is acquired by, and becomes property of, such OEM customers. RCRA means the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6901 et seq. Real Property Leases means all leases, subleases, licenses, concessions and other agreements (written or oral) and all amendments, extensions, renewals, guaranties and other agreements with respect thereto. Resin Business means the composition, manufacture, design, formulation and production of resins and the materials related thereto, including, without limitation, at Sellers Belleville, Ontario facility, that (i) are used in any of the Acquired Programs, or (ii) were used at any time during the development or production phases of such Acquired Programs, including expansions, replacements, enhancements, continuations, modifications and follow-on programs thereto; but excluding the resin recycling operations conducted at Sellers Farmington, New Hampshire facility. Retained IP Assets means all Intellectual Property owned by, or licensed to, Sellers other than (a) the Exclusive IP Assets, (b) the Primary IP Assets, and (c) the Excluded IP Assets, including, without limitation, the Intellectual Property identified in Schedule 1.1(n). Subsidiary means any Person of which a majority of the outstanding voting securities or other voting equity or ownership interests are owned, directly or indirectly, by any Seller. Tax Authority means any federal, state, local or foreign government, or agency, instrumentality or employee thereof, charged with the administration of any law or regulation relating to Taxes. Tax Return means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes. Tax and, with correlative meaning, Taxes mean (i) all federal, state, local or foreign taxes, charges or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, goods and services, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with any item described in clause (i). Use means with respect to Intellectual Property, (i) to the extent patented, to practice all methods, and to make, use, offer for sale, import and export machines, manufactured products, and compositions of matters using or embodying such rights, and to exercise any other rights that may be associated with patents in any jurisdiction, (ii) to the extent copyrighted, to copy, distribute, display, transmit and prepare derivative and collective works, and (iii) to the 11

extent neither patented nor copyrighted, to make, use, sell, offer for sale, import and export, and have imported and exported, products using or embodying the rights included in such Intellectual Property. WARN Act means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state Law, and the rules and regulations thereunder. 1.2 Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Acquired Owned Real Property Agreement Alternate Transaction Antitrust Division Antitrust Laws Assignment Effective Date Assumed Leased Real Property Assumed Liabilities Auction Date Bankruptcy Case Bankruptcy Code Bankruptcy Court Bidding Procedures Order Closing Closing Date Closing Date Purchase Price Closing Statement Company Competing Bid Compromised Liabilities Confidential Information Confidentiality Agreement Continuing Obligation Notice Copyrights Counterparty Assignment Notice Counterparty Rejection Notice Deeds Deferred Payment Deposits Designated Firm Determination Effective Date Environmental Reports Expense Reimbursement Excluded Assets Excluded Contract 12 Section 2.1(a)(i) Preamble 4.6(d) 8.3(b) 8.3(c) 2.5(c)(iii) 2.1(a)(i) 2.3 4.4(h) Recitals Recitals Recitals 7.1 4.1 4.1 3.2 3.3(a) Preamble 7.7 2.4(c) 8.6 8.6 2.5(c)(iv) 1.1 (in Intellectual Property definition) 2.5(c)(iii) 2.5(c)(iv) 4.2(g) 3.2 2.1(a)(vii) 3.3(b) 2.5(c)(iv) 8.11 4.6(c) 2.2 2.5(c)(iv)

Term Excluded Contract Notice Excluded Liabilities Final Hermosillo Inventory Amount Financial Statements FTC Intellectual Property Assignments License Agreement Material Contract Material Customer Material Supplier Mitsubishi Adjustment MOU Non-US Transfer Taxes Parent Party Patents Petition Date PBGC Purchased Assets Purchased Intellectual Property Purchase Price Purchaser Purchaser Documents Purchaser Plans Purchaser Released Parties Purchaser Schedules Representative Requested Party Required Governmental Consents Sale Motion Sale Order Schedules Sellers Seller Documents Seller Governmental Authorizations Sellers Liquidated Damages Seller Released Parties Software Programs Superior Agreement Surety Documents Termination Date Title Insurer Title Policies Tooling Payment Trademarks 13

Section 2.5(c)(iv) 2.4 3.3(a) 5.25(a) 8.3(b) 4.2(c) 8.9 5.20(a) 5.21 5.21 3.4 4.4(q) 11.1(b) Preamble Preamble 1.1 (in Intellectual Property definition) Recitals 8.13 2.1(a) 2.1(a)(iii) 3.1 Preamble 6.3 9.2 12.11 6.1 7.8(a) 8.7 5.13 7.1 7.1 5.1 Preamble 5.3 5.13 4.6(c) 12.11 5.8 7.8(c) 5.23 4.4(a) 8.10(a) 8.10(a) 3.1 1.1 (in Intellectual Property definition)

Term Transfer Taxes Transferred Employees Undesignated Assignment Notice Undesignated Contracts Undesignated Contract Obligations US Transfer Taxes 1.3

Section 11.1(a) 9.1 2.5(c)(iii) 2.5(c) 2.5(c)(v) 11.1(a)

Other Definitional and Interpretive Matters.

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Dollars. Any reference in this Agreement to $ shall mean U.S. dollars. Exhibits/Schedules. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any Section are to the corresponding Section of this Agreement unless otherwise specified. Herein. The words such as herein, hereinafter, hereof and hereunder refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (b) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

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ARTICLE II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES 2.1 Purchase and Sale of Assets.

(a) Subject to entry of the Sale Order by the Bankruptcy Court, on the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the terms of this Agreement, the Canadian Agreement and the Mexican Agreement, Purchaser shall purchase, acquire and accept from the Sellers and certain of Sellers Subsidiaries, and the Sellers shall sell, transfer, assign, convey and deliver to Purchaser, and shall cause their Subsidiaries to sell transfer, assign, convey and deliver to Purchaser, free and clear of all Liens (except for Permitted Exceptions or those related to the Assumed Liabilities), all of the Purchased Assets. Purchased Assets shall mean all of Sellers and their Subsidiaries right, title and interest (including indirect and other forms of beneficial ownership) in the properties, assets and rights of every kind and nature primarily related to the Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed, but excluding the Excluded Assets, including, without limitation the following: (i) all Owned Real Property set forth on Schedule 2.1(a)(1) (the Acquired Owned Real Property) and the Leased Real Property set forth on Schedule 2.1(a)(2) (the Assumed Leased Real Property) (the Parties acknowledge and agree that the resin production facility located in Belleville, Ontario shall be included in the Assumed Leased Real Property); (ii) all Acquired Programs;

(iii) all of the Sellers and their Subsidiaries rights in the Exclusive IP Assets and Primary IP Assets owned by Sellers or their Subsidiaries, and all of Sellers and their Subsidiaries rights under the Assumed IP Licenses and IP Licenses assumed and/or assigned pursuant to Section 2.5(c), subject to (A) any rights previously granted by a Seller or its Subsidiaries to a third party in any of the foregoing; (B) any restrictions on a Sellers or its Subsidiaries rights in any of the foregoing; and (C) the rights in the Primary IP Assets granted to Sellers or their Subsidiaries pursuant to the License Agreement (collectively, the Purchased Intellectual Property); (iv) all Equipment, including the Equipment set forth on Schedule 2.1(a)(iv); but excluding the GE-Textron Equipment (unless Purchaser enters into an Alternative Contract with respect to any or all of such GE-Textron Equipment, in which case any equipment subject to such Alternative Contract shall be included in the Purchased Assets); (v) all Inventory;

(vi) the Sellers and their Subsidiaries rights under the Assumed Contracts and the Assumed Leases, and all Contracts and leases assumed and/or assigned pursuant to Section 2.5(c); 15

(vii) security, vendor, utility and other similar deposits or prepayments (collectively, Deposits) as set forth on Schedule 2.1(a)(vii), which Deposits shall total at least $2,800,000 as of the Closing; (viii) all tools, dies, jigs, molds and patterns, including, without limitation, development tooling and pre-production tooling, and including Production Tooling, including all Non-PPAP Tooling and PPAP Tooling (except to the extent that such PPAP Tooling has been paid for by, and title to which has been transferred to, an OEM customer prior to Closing); (ix) all Accrued Engineering Changes;

(x) all books, records, papers, physical copies of engineering drawings, and instruments, and records related to Employees hired by Purchaser, of whatever nature and wherever located; (xi) all rights, privileges, claims, causes of action, options, warranties, guarantees, refunds, rights of recovery, rights of set off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non contingent) relating or pertaining to the other Purchased Assets (excluding all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code); (xii) all promotional allowances and vendor rebates and similar items;

(xiii) all bank accounts, safety deposit boxes, lock boxes and the like, to the extent that they contain other Purchased Assets; (xiv) all office supplies, maintenance supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible personal property; (xv) the right to receive and retain mail and other communications;

(xvi) all advertising, marketing and promotional materials and all other printed or written materials; (xvii) all transferable Permits, licenses, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies; (xviii) all goodwill as a going concern and all other intangible properties; (xix) all landline telephone numbers;

(xx) all indemnities (other than those arising under an executory contract or unexpired lease that is not an Assumed Agreement) which relate to claims either (A) based on events or circumstances related to the Business or Purchased Assets which events or circumstances occurred prior to the Closing, or 16

(B) for products liability for any parts produced by Sellers or their Affiliates prior to Closing, in each case to the extent such indemnities provide indemnification for damages for which Purchaser is liable whether by judgment, settlement, compromise or otherwise, or costs incurred by Purchaser; (xxi) (A) all rights to proceeds under insurance policies (other than those arising under an executory contract or unexpired lease that is not an Assumed Agreement and any proceeds or insurance policies covering directors and officer liability) which relate to claims either (1) based on events or circumstances related to the Business or Purchased Assets which events or circumstances occurred prior to the Closing, or (2) for products liability for any parts produced by Sellers or their Affiliates prior to Closing, in each case to the extent such proceeds relate to damages for which Purchaser is liable whether by judgment, settlement, compromise or otherwise, or costs, incurred by Purchaser, and (B) rights to make and pursue claims under such insurance policies to the extent of the rights to proceeds as provided herein; and (xxii) subject to the exclusions set forth in this Agreement, all other or additional privileges, rights, interests, properties and assets of every kind and description and wherever located primarily related to the Business. (b) Notwithstanding the foregoing, except as set forth in Section 2.2, the Purchased Assets shall include (i) all (A) tangible personal property (including firmware embedded in any such personal property) located at the Acquired Owned Real Property and Assumed Leased Real Property, and (B) except as set forth on Schedule 2.1(b)(i), tangible personal property (including firmware embedded in any such personal property) at any other Owned Real Property or Leased Real Property where an Acquired Program is currently produced by Sellers, and (ii) all the properties, assets, and rights listed on Schedule 2.1(b)(ii). 2.2 Excluded Assets. Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and the Sellers shall retain all right, title and interest to, in and under the Excluded Assets, except as provided under Section 8.9(a). Excluded Assets shall mean the following assets of the Sellers (but excluding the Purchased Assets): (a) any and all rights under this Agreement, claims, counterclaims, demands and causes of action of Sellers, including, without limitation, avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code; (b) any and all rights under all leases other than the Assumed Leases and all Contracts other than the Assumed Contracts, including any accounts receivable arising out of or in connection with any Contracts other than the Assumed Contracts; (c) all billed Accounts Receivable;

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(d) all Sellers right, title and interest to payments from customers in respect of PPAP Tooling, subject to, if applicable, Section 8.17; (e) any and all instruments, receivables for services performed prior to the Closing Date, letters of credit proceeds, tax refunds and accounts, in each case relating to any other Excluded Assets; (f) any and all (i) cash and cash equivalents, including the Purchase Price, (ii) letters of credit, (iii) prepaid payroll and withholding taxes, (iv) prepaid insurance, including any assets related to self-insurance plans, (v) retainers for legal, financial and other professionals funded by or on behalf of Sellers, (vi) equity or debt interests in subsidiaries, (vii) vendor rebates and other amounts due from vendors as a result of overpayments or returns, (viii) deferred income taxes, and (ix) Deposits other than as set forth on Schedule 2.1(a)(vii). (g) any of Sellers rights, title and interest in any surcharges, true-ups, administrative expenses, severance, engineering costs, professional fees and other amounts due under the Customer Agreement including any true-ups or payments related to the purchase of inventory under the Customer Agreement; (h) all rights (i) under Sellers insurance policies relating to the Business (including, without limitation, health insurance, workers compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Excluded Assets; (i) all Excluded IP Assets and Retained IP Assets;

(j) any: (i) confidential personnel and medical records pertaining to any Employee who is not hired by Purchaser; (ii) books and records that the Sellers are required by Law to retain or that the Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements and corporate or other entity filings; provided, that Purchaser shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; (iii) any information management systems of the Sellers, other than those used or held for use primarily in the conduct of the Business; and (iv) minute books, stock ledgers and stock certificates of Parent or any of its Subsidiaries; (k) any claim, right or interest of the Sellers in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (l) any rights, claims or causes of action of the Sellers against third parties relating to assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date or included in Schedule 2.1(b)(i);

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(m) all GE-Textron Equipment; provided, that if Purchaser enters into an Alternative Agreement with respect to any or all of the GE-Textron Equipment, the equipment covered by any such Alternative Agreement shall not be Excluded Assets; (n) Sellers rights, title and interests in any assets not primarily related to the Business or included in Section 2.1(b)(i); (o) any intercompany accounts receivables owed to any Sellers by any Affiliate of the Sellers, including distributions from Sellers European Affiliates; (p) all Employee Benefit Plans including Sellers rights, title and interests in any (i) assets related to a defined benefit or defined contribution retirement plan, and (ii) assets related to non-qualified deferred compensation plan (except to the extent related Liabilities of such Employee Benefit Plans are agreed to be assumed by Purchaser); (q) (r) escrow amounts related to workers compensation claims; assets related to a medical or retiree medical plan;

(s) any of Sellers rights, title and interests in assets (other than Intellectual Property, which is addressed in Section 2.2(i)) (i) primarily related to the carpet and acoustics division (also known as the soft trim division), (ii) primarily related to the Sellers convertibles business, (iii) primarily related to the Sellers exteriors business, or (iv) except for such assets primarily related to the Acquired Programs (unless Purchaser has entered into a reasonably acceptable supply agreement pursuant to Section 8.18), or except as listed on Schedule 2.2(s), located at Sellers Belvidere, Windsor, St. Louis, Americus, Evart or Columbia facilities; (t) any of Sellers rights to receive payments or reimbursements related to the Ford V229 commercial issue, and the rights to receive payments with respect to the commercial issue(s) set forth on Schedule 4.4 (subject to any limitations set forth on such schedule); (u) the note receivable from Johnson Controls Inc. with respect to Sellers Scarborough facility; (v) all Trademarks and Internet domain names owned by Sellers that include the names Collins & Aikman or C&A, and any derivatives thereof, except as provided in a transition services agreement; and (w) assets listed on Schedule 2.2.

2.3 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following Liabilities (the Assumed Liabilities):

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(a) all Liabilities of Sellers under the Assumed Agreements first arising after the Closing and not pertaining to a pre-Closing failure to perform, breach or other event, and the Compromised Liabilities; (b) all other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees arising after the Closing and not pertaining to a pre-Closing event; (c) hereunder; (d) Liabilities with respect to downward price differentials related to Accrued Engineering Changes, which for the avoidance of doubt, shall be processed or paid by the Purchaser; (e) all Liabilities under accounts payable with respect to Development Tooling, but only to the extent that the aggregate assets recoverable from the customers are adequate to satisfy such Liabilities in the aggregate; and (f) the Liabilities set forth on Schedule 2.3. all Liabilities relating to amounts required to be paid by Purchaser

2.4 Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any of the Liabilities set forth below (collectively, the Excluded Liabilities): (a) all Liabilities arising out of Excluded Assets, including Contracts that are not Assumed Contracts; (b) except as otherwise provided in Article XI, all Liabilities for Taxes of any Seller relating to the Purchased Assets for any Tax periods (or portions thereof) ending on or before the Closing Date; (c) Liabilities incurred in the ordinary course of business existing prior to the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case (the Compromised Liabilities); (d) Liabilities owed by Sellers on account of the (i) final order entered by the Bankruptcy Court on August 11, 2005 [Docket No. 922], (ii) final order entered by the Bankruptcy Court on August 11, 2005 [Docket No. 916] and (iii) order entered by the Bankruptcy Court on October 14, 2006 [Docket No. 1554]; (e) accounts payable incurred in the Ordinary Course of Business existing on the Closing Date; (f) all Liabilities arising out of or in relation to any Employee Benefit Plan, other than to the extent such plans relate to employees outside of the United States, which Liabilities (i) shall not be deemed to be Assumed Liabilities hereunder, and (ii) shall be addressed solely in the Canadian Agreement and the Mexican Agreement; 20

(g) hereunder; (h)

all Liabilities relating to amounts required to be paid by Sellers all Liabilities of Sellers other than the Assumed Liabilities;

(i) any agreement that Purchaser elects to make an Excluded Asset pursuant to Section 7.4; and (j) any obligations or Liabilities incurred by Sellers arising out of any financings of capital expenditures provided by any customers of any of the Sellers, including the OEMs. 2.5 Procedures for Assumption and Rejection of Agreements. On and after the Closing Date, Sellers shall, and shall cause their Affiliates to, pursuant to the Bidding Procedures Order and the Sale Order, assume and/or assign certain of the Contracts, leases and licenses listed on Schedule 5.20(a) to Purchaser, all in accordance with this Agreement (including, without limitation, this Section 2.5 and Article VII). (a) Contracts, Leases and Licenses Assumed on Closing Date. On the Closing Date, the Sellers shall, and shall cause their Affiliates to, pursuant to the Sale Order, assume and assign (or in the case of postpetition contracts, assign) to Purchaser all of the Designated Contracts. With respect to each Designated Contract, the Sellers shall pay on the Closing Date, or provide adequate assurance for the future payment of (in accordance with the Sale Order), all amounts due and owing for (and accrued during) the period prior to the Closing Date. Sellers shall, as soon as practicable after the Bidding Procedures Order is entered, give notice to each counterparty to each Designated Contract of the provisions of this Section 2.5(a) (as modified by the motion to approve the Bidding Procedures Order, if at all), the corresponding provisions of the Bidding Procedures Order and the proposed Sale Order, and the proposed cure amount for each such Designated Contract. (b) Contracts, Leases and Licenses Modified in Connection with Assumption or Rejection. (i) If appropriate based on the terms of the Alternative Contracts, as of the Closing Date the Sellers shall, and shall cause their Affiliates to, assume and assign to the Purchaser (or in the case of postpetition contracts, assign to the Purchaser) the Alternative Contracts, in accordance with the terms set forth in such Alternative Contract. Sellers shall, as soon as practicable after the Bidding Procedures Order is entered, give notice to the counterparty to each such Alternative Contract of the provisions of this Section 2.5(b) (as modified by the motion to approve the Bidding Procedures Order, if at all), the corresponding provisions of the Bidding Procedures Order and the proposed Sale Order, and the proposed cure amount for each such Alternative Contract (ii) As soon as practicable and no later than three days prior to the Alternative Contracts Date, Purchaser shall in writing give to Sellers and the Agent (A) notice of each proposed Alternative Contract and (B) information sufficient to determine the Alternative Contract Generated Claims with respect to 21

each such Alternative Contract. Sellers shall respond in writing to such request within 48 hours, as to whether Sellers believe that each such Alternative Contract would not qualify under any of Section 4.4(j). Notwithstanding the foregoing, these timeframes shall not apply to those Alternative Contracts set forth on Schedule 4.4, as to which Purchaser, on the one hand, and Sellers and Agent, on the other hand, shall have commercially reasonable consultations prior to the date that is three days before the Initial Bid Procedures Objection Deadline provided in the proviso to Section 4.4(m)(ii). If the Sellers raise any such objections, the response shall contain reasonable detail to allow Purchaser to evaluate the objection and to determine what changes would be acceptable to Sellers. (iii) Sellers shall not disclose such proposed Alternative Contracts or the terms thereof, or any of its objections or proposed modified terms for any such contract, to any Person considering purchasing any of the Purchased Assets (including Persons making Competing Bids), under any circumstances (except compulsory process, which the Seller will resist), or to any other Person (including creditors and committees) without the consent of Purchaser (which may be withheld until such Person receiving such disclosure agrees in writing to maintain the strict confidentiality of such information); provided, however, that for the avoidance of doubt, it is contemplated that such information shall be shared with the Agent if the Agent executes and delivers the contemplated confidentiality agreement. (c) Selection of Other Contracts, Leases and Licenses for Assignment. The Sellers and Purchaser shall treat all Contracts, leases and licenses that are listed on Schedule 5.20(a), but that are not Designated Contracts or Alternative Contracts (the Undesignated Contracts), as provided in this Section 2.5(c). (i) The Sellers shall, as soon as practicable after the Bidding Procedures Order is entered, give notice to each counterparty to each Undesignated Contract of the provisions of this Section 2.5(c) (as modified by the motion to approve the Bidding Procedures Order, if at all), the corresponding provisions of the Bidding Procedures Order and the proposed Sale Order, and the proposed cure amount for each such Undesignated Contract. Those notices shall provide that all objections to the assumption or rejection of such prepetition Undesignated Contracts (and assignment of postpetition Undesignated Contracts), and objections to the proposed cure amount, shall be made no later than the deadline for objection to entry of the Sale Order. (ii) Prior to the earlier of the Election Date and the Designation Effective Date, Sellers shall not reject any prepetition Undesignated Contract and shall not cause the termination of any postpetition Undesignated Contract. (iii) As soon as practicable and no later than the Election Date, Purchaser may, in the exercise of its sole and absolute discretion by written notice to Sellers, elect to have Sellers assume and assign to it one or more Undesignated Contracts (each, an Undesignated Assignment Notice); multiple Undesignated 22

Assignment Notices may be given. Sellers shall (x) within two (2) Business Days of receiving any such Undesignated Assignment Notice, provide written notice (each, a Counterparty Assignment Notice) to the counterparties to the Undesignated Contracts specified in Purchasers Undesignated Assignment Notice, and (y) take such action, in each case as is reasonably necessary pursuant to the procedures set forth in the Sale Order to assume and assign such prepetition Undesignated Contracts and to assign such postpetition Undesignated Contracts. The Counterparty Assignment Notice shall specify the date of effectiveness of such assumption and assignment, which shall be the later of the Closing Date and the date of the Counterparty Assignment Notice (the Assignment Effective Date). On the Assignment Effective Date for each Assigned Undesignated Contract, such Assigned Undesignated Contract shall be deemed an Assumed Agreement. With respect to each Assigned Undesignated Contract, the Sellers shall pay on the Assignment Effective Date, or provide adequate assurance for the future payment of (in accordance with the Sale Order), all amounts due for (and accrued during) the period prior to the Assignment Effective Date. (iv) As soon as practicable and no later than the Election Date, Purchaser may, in the exercise of its sole and absolute discretion by written notice to Sellers, designate any Undesignated Contract as an Excluded Contract (each, an Excluded Contract Notice); and upon such Excluded Contract Notice, such Undesignated Contract shall automatically be deemed to be an Excluded Contract on (a) the first Business Day that is ten days after such Excluded Contract Notice is received or (b) if a date is set forth on the Excluded Contract Notice for an Undesignated Contract, the earlier of (x) a later date than the date in (a) immediately above that is specified in the Excluded Contract Notice and (y) ten (10) days after the Election Date (the Determination Effective Date); multiple Excluded Contract Notices may be given. Sellers may (x) within ten (10) days of receiving any such Excluded Contract Notice, provide written notice (each, a Counterparty Rejection Notice) to the counterparties to the Undesignated Contracts specified in Purchasers Excluded Contract Notice, and (y) for prepetition Undesignated Contracts take such action as is necessary pursuant to the procedures set forth in the Sale Order to reject as of the Determination Effective Date or (z) for postpetition Undesignated Contracts take any action with respect thereto. If the Sellers decide, in their sole and absolute discretion, not to reject or terminate as of the Determination Effective Date any Undesignated Contract listed on an Excluded Contract Notice, Sellers shall (x) within ten (10) days of receiving such Excluded Contract Notice, provide written notice (each in Continuing Obligation Notice) to the counterparties to the Undesignated Contracts specified in Purchasers Excluded Contract Notice to which Sellers did not send a Counterparty Rejection Notice, and (y) inform such counterparties that their Undesignated Contract is no longer an Undesignated Contract subject to the provisions of the Agreement, the Bidding Procedures Order and the Sales Order. (v) For any Undesignated Contract for which an Undesignated Assignment Notice or Excluded Contract Notice has not been received by Sellers on or before the Election Date, the Purchaser shall be deemed to have sent an 23

Excluded Contract Notice listing such Undesignated Contract on the Election Date. (vi) From the Closing Date through, in the case of any Assigned Undesignated Contract, the Assignment Effective Date, or, in the case of any Non-Assigned Undesignated Contract, the Determination Effective Date (whether the Seller determines not to reject or cause the termination of such contract pursuant to the provision in clause (iv)), Sellers shall provide Purchaser with the full and complete benefits received by the Sellers under such Undesignated Contracts. (vii) From the Closing Date through, in the case of any Assigned Undesignated Contract, the Assignment Effective Date, or, in the case of any Non-Assigned Undesignated Contract, the Determination Effective Date (whether the Seller determines not to reject or cause the termination of such contract pursuant to the provision in clause (iv)), Purchaser shall: (A) reimburse Sellers for all costs actually incurred by Sellers after the Closing under the Undesignated Contracts through the Assignment Effective Date or Determination Effective Date, as applicable, that would not have been incurred by Sellers if Sellers had rejected the prepetition Undesignated Contracts as of the Closing Date or terminated (pursuant to the terms of such contracts) the postpetition Undesignated Contracts as of the Closing Date, including, without limitation, all costs actually incurred by Sellers if the term of any Undesignated Contract is extended by Sellers in order to receive the benefits of such Undesignated Contract; (B) reimburse Sellers for reasonable administrative overhead (including, without limitation, professional fees of Sellers counsel) incurred after good-faith negotiation regarding staffing between Purchaser and Seller relating solely to operations under this Section 2.5; and (C) indemnify and hold harmless from any and all claims, demands, and liabilities that arise from or are asserted against Sellers on account of or related to Purchasers use of each Undesignated Contract from and after the Closing Date until the Assignment Effective Date or Determination Effective Date, as applicable (in all cases (A), (B) and (C) of this Section 2.5(c)(vii), whether the Seller determines not to reject or cause the termination such contract pursuant to the provision in clause (iv)), as the case may be (the Undesignated Contract Obligations). (viii) Notwithstanding anything herein to the contrary, if Sellers follow the procedures set forth in the Agreement (as modified by the motion to approve the Bidding Procedures Order, if at all), the corresponding provisions of the Bidding Procedures Order and the Sales Order, (a) the Assignment Effective Date shall in all events be the effective date of the assignment of the respective Undesignated Contract and (b) the Determination Effective Date shall be the effective date of the rejection of the respective prepetition Undesignated Contract if the Sellers send a Counterparty Rejection Notice within ten (10) days of receiving the corresponding Excluded Contract Notice.

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(ix) Notwithstanding anything herein to the contrary, if any Undesignated Contract includes a termination right, Purchasers obligations pursuant to Section 2.5(c)(vii)(A), (B) and (C) shall extend thirty (30) days after the Determination Effective Date if the Sellers exercise their termination rights on or before the Determination Effective Date for such Undesignated Contract. (d) In addition to following the notice requirements in (i) or (ii) in Section 12.7 (notice pursuant to Section 12.7(iii) is not permitted as notice to satisfy the notice requirements in Section 2.5), for purpose of providing notice to Sellers and Purchaser under Section 2.5, notice shall be in writing and shall be deemed given when sent both by email (without being returned undelivered) and by facsimile (with written confirmation of transmission) if sent on a Business Day or on the first Business Day after the day such notice is sent, in each case at the following email addresses and facsimile numbers (or to such other email addresses and facsimile numbers as a party may have specified by notice given to the other party pursuant to Section 12.7): If to any Seller, to: Collins & Aikman Attn: Stacy Fox Michael ORourke email: stacy.fox@colaik.com michael.orourke@colaik.com facsimile: (248) 824-1882 with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP Attn: Ray Schrock Marc Carmel email: rschrock@kirkland.com mcarmel@kirkland.com facsimile: (312) 861-2200 If to Purchaser, to: Cadence Innovation LLC Attn: Stuart H. Kupinsky email: skupinsky@cadenceinnovation.com facsimile: (248) 585-1648 with a copy (which shall not constitute notice) to: Ropes & Gray LLP Attn: D. Ross Martin email: ross.martin@ropesgray.com facsimile: (617) 235-0454 25

(e) Consents to Assignment. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assume and assign any Contract, or any claim or any right or any benefit of Sellers arising thereunder or resulting therefrom, if an attempted assumption and assignment thereof, without the consent of a third party, would constitute a breach or default thereof, or give rise to a right of termination, cancellation, payment or other obligation thereunder, and such consent has not been obtained prior to the Closing Date. Subject to the application of any bankruptcy or other creditors rights laws, Sellers shall use commercially reasonable efforts to promptly obtain all authorizations, consents, consents to assumption and assignment, approvals and waivers of, and give all notices to, each third party that may be necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, nothing in this Agreement shall obligate any Seller to incur any expense or cost as direct payment for such consent. To the Knowledge of Sellers there are no Contracts included on Schedule 5.20(a) pursuant to which the seeking of a consent or waiver would result in a breach or termination of such Contract. 2.6 Further Conveyances and Assumptions.

(a) From time to time following the Closing, Sellers shall and shall cause their Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to effect the transition of such Employees into Purchasers records. (b) From time to time following the Closing, Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, assignments, consents, notices, assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Seller Documents and to assure fully to Sellers and their Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. 2.7 Releases.

(a) On the Closing Date Sellers shall release, and cause all of their Subsidiaries to release, all claims and causes of action, whether known or unknown, that are (i) claims under Chapter 5 of the Bankruptcy Code against the Persons listed on Schedule 2.7(a), or (ii) claims for which the Sellers could seek recovery from the assets conveyed pursuant to the Mexican Agreement. (b) Effective on the Closing Date, Sellers agree, and shall cause their Subsidiaries to agree, that they shall release all claims and causes of action, whether known

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or unknown, that are claims under Section 547 of the Bankruptcy Code against the Persons listed on Schedule 2.7(b).

ARTICLE III CONSIDERATION 3.1 Consideration. The aggregate consideration for the Purchased Assets shall be (a) an amount in cash equal to (i) $68,000,000 plus (ii) an amount equal to 75% of the Net Tooling Proceeds (each payment of such amount of Net Tooling Proceeds, a Tooling Payment), which amounts shall be paid pursuant to this Agreement, the Canadian Agreement and the Mexican Agreement in accordance with Schedule 3.1 attached hereto (the Purchase Price), subject to adjustment as provided in Sections 3.2, 3.3 and 3.4, and (b) the assumption of the Assumed Liabilities. 3.2 Payment of Purchase Price. On the Closing Date, Purchaser shall pay to Sellers, by wire transfer of immediately available funds into an account designated by Parent, an amount equal to the Purchase Price minus (a) $8,000,000 (the Deferred Payment), minus (b) the Mitsubishi Adjustment, if applicable, and minus (c) the Tooling Payments (as so determined, the Closing Date Purchase Price). Also on the Closing Date, Sellers shall use a portion of the Closing Date Purchase Price (in an aggregate amount up to $7,000,000) in order to permit the Purchased Assets to be delivered free and clear of the PMSIs, all pursuant to provisions set forth in the Sale Order. Purchaser shall pay each Tooling Payment to Sellers into an account designated by Parent (or to any applicable trust established under the Sellers chapter 11 plan in the Bankruptcy Case) promptly after Purchasers receipt of each payment in respect of NonPPAP Tooling pursuant to Section 8.17. The Parties shall negotiate in good faith to estimate future obligations and Liabilities with respect to vendor payments and expenses related to NonPPAP Tooling, and to the extent that such obligations and Liabilities are estimated to be in excess of expected proceeds from such Non-PPAP Tooling, an appropriate reserve for Sellers share of such excess shall be established from the Tooling Payments. The remainder of the Purchase Price shall be paid in accordance with Section 3.3. 3.3 Calculation of Final Purchase Price.

(a) Promptly, but in any event within thirty (30) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to Sellers a written statement setting forth in reasonable detail its calculation of the value of the Inventory at the Hermosillo, Mexico facility as of the Closing Date (the Final Hermosillo Inventory Amount) and the resulting final Purchase Price (the Closing Statement). Purchasers calculation of the Final Hermosillo Inventory Amount shall be determined at the lower of cost or market and shall be based upon a physical inventory conducted by Purchaser and shall be prepared in all material respects in accordance with the accounting methods, policies, practices, procedures, classifications and estimation methodologies as those used in connection with Sellers preparation of the Baseline Hermosillo Inventory Amount. Schedule 3.3 attached hereto contains a summary of how the methodologies used in connection with 27

Sellers preparation of the Baseline Hermosillo Inventory Amount differ from GAAP. From and after the delivery of the Closing Statement, Purchaser shall provide Sellers and their employees, counsel, accountants, financial advisers and consultants reasonable access during normal business hours to the records and employees of the Business and shall cause the employees of the Business to reasonably cooperate with Sellers in connection with their review of such work papers and other documents and information relating to the preparation of the Closing Statement as of the Closing as Sellers shall reasonably request and that are available to Purchaser, the Business or Purchasers independent public accountants. (b) If within five (5) days following delivery of the Closing Statement Sellers have not given Purchaser written notice of their objection as to Purchasers calculation of the Final Hermosillo Inventory Amount (which notice shall state with reasonable specificity the basis of Sellers objection), then the Final Hermosillo Inventory Amount calculated by Purchaser shall be binding and conclusive on the Parties and be used in computing the amount of the adjustment to the Purchase Price, if any, as set forth in Section 3.3(c). If Sellers duly give Purchaser such notice of objection, and if Sellers and Purchaser fail to resolve the issues outstanding with respect to the calculation of the Final Hermosillo Inventory Amount within five (5) days of Purchasers receipt of Sellers objection notice, Sellers and Purchaser shall submit the issues remaining in dispute to any nationally recognized accounting firm designated jointly by Purchaser and Sellers (the Designated Firm) for resolution. Purchaser and Sellers shall request that the Designated Firm render a determination (which determination shall be solely based on whether Purchasers calculation of the Final Hermosillo Inventory Amount was prepared in accordance with the terms of Section 3.3(a) or whether a mathematical error was made) within ten (10) days after its retention, and Purchaser and Sellers shall cooperate fully with the Designated Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Designated Firms determination as to the calculation of the Final Hermosillo Inventory Amount submitted to it shall be (i) based solely on presentations by Purchaser and Sellers that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review), (ii) in writing and (iii) conclusive and binding upon Purchaser and Sellers, and the Closing Statement shall be modified to the extent necessary to reflect such determination. The Designated Firm shall consider only the remaining items of dispute and the Designated Firm may not assign a value to any item of dispute greater than the greatest value assigned by Purchaser, on the one hand, or Sellers, on the other hand, or less than the smallest value for such item assigned by Purchaser, on the one hand, or Sellers, on the other hand. The fees of the Designated Firm shall be allocated among Purchaser and Sellers in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Designated Firm that are unsuccessfully disputed by each such Party as finally determined by the Designated Firm bears to the total amount of such remaining disputed items. (c) Within two (2) days after the calculation of the Final Hermosillo Inventory Amount becomes binding and conclusive on the Parties pursuant to Section 3.3(b) above, Sellers or Purchaser, as the case may be, shall make the payment described below by wire transfer of immediately available funds to the account or accounts designated in writing by the Party entitled to receive such payment to the Party required to make such payment. If the amount obtained by subtracting the Baseline Hermosillo Inventory Amount from the 28

Final Hermosillo Inventory Amount is positive, the Purchaser shall pay Sellers the Deferred Payment plus the amount of the difference. If the amount obtained by subtracting the Baseline Hermosillo Inventory Amount from the Final Hermosillo Inventory Amount is negative, the Purchaser shall pay the Sellers the Deferred Payment less the amount of the difference. 3.4 Mitsubishi Program Purchase Price Adjustment. In the event of the re-sourcing, cancellation or non-renewal, prior to the Closing Date, of the Mitsubishi programs produced at the Columbia, Missouri facility as of the execution this Agreement, which programs are identified on Schedule 3.4 attached hereto, the Purchase Price shall be reduced by $1,000,000 (the Mitsubishi Adjustment). ARTICLE IV CLOSING AND TERMINATION 4.1 Closing Date. Subject to the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 hereof (or the waiver thereof by the Party entitled to waive that condition), the closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (collectively, the Closing) shall take place at the offices of Kirkland & Ellis LLP located at 200 East Randolph Drive, Chicago, Illinois (or at such other place as the Parties may designate in writing) at 10:00 a.m. (New York City time) on the first Business Day following the satisfaction or waiver of the conditions set forth in Article X are satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the Parties. The date on which the Closing shall be held is referred to in this Agreement as the Closing Date. 4.2 Deliveries by Seller. At the Closing, Sellers shall deliver to Purchaser (or Purchaser shall have otherwise received): (a) a duly executed bill of sale in a form mutually agreeable to the Parties;

(b) a duly executed assignment and assumption agreement in a form mutually agreeable to the Parties; (c) a duly executed assignment of the registered Trademarks and applications for registrations of Trademarks included in the owned Purchased Intellectual Property, a duly executed assignment of the Patents and Patent applications included in the owned Purchased Intellectual Property, and a duly executed assignment of the registered Copyrights and applications for registration of Copyrights included in the owned Purchased Intellectual Property, each in form and substance reasonably satisfactory to Purchaser and Sellers (collectively, the Intellectual Property Assignments); (d) a duly executed License Agreement;

(e) duly executed administrative transition services agreements in a form reasonably satisfactory to Purchaser and Sellers; 29

(f) a duly executed operating transition services agreement in a form reasonably satisfactory to Purchaser and Sellers; (g) Deeds); (h) such documentation as may be required by the Title Insurer to insure Purchasers ownership or leasehold interest in the Assumed Leased Real Property or Owned Real Property; (i) such documentation, identified by Purchaser at least 5 days before the date of the Closing, as may be necessary to change the authorized signatories on any bank accounts, safety deposit boxes and lock boxes containing Purchased Assets; (j) Real Property; (k) the officers certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (l) all Required Governmental Consents, third-party consents identified on Schedule 4.2(l), and third party consents necessary to validly assign any material Assumed Agreements in form and substance reasonably satisfactory to the Purchaser; (m) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser; and (n) such other documents as the Purchaser may reasonably request with respect to the transactions contemplated by this Agreement. 4.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Sellers: a certified copy of the Sale Order, in recordable form, for each Owned a quitclaim deed with respect to each Owned Real Property (the

(a) the Closing Date Purchase Price, in immediately available funds, as set forth in Section 3.2 hereof; (b) a duly executed assignment and assumption agreement in the form mutually agreeable to the Parties; (c) a duly executed License Agreement;

(d) duly executed administrative transition services agreements in a form reasonably satisfactory to Purchaser and Sellers; (e) a duly executed operating transition services agreement in a form reasonably satisfactory to Purchaser and Sellers;

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(f) the officers certificate required to be delivered pursuant to Sections 10.2(a) and 10.2(b); and (g) reasonably request. such other documents, instruments and certificates as Sellers may This Agreement may be terminated prior to the

4.4 Termination of Agreement. Closing as follows:

(a) by Purchaser or Sellers, if the Closing shall not have occurred by the close of business on May 31, 2007 (the Termination Date); provided, however, that, if the Closing shall not have occurred due to the failure to obtain a necessary consent or approval of a Governmental Body and if all other conditions to the respective obligations of the Parties to close hereunder that are capable of being fulfilled by the Termination Date shall have been so fulfilled or waived, then no Party may terminate this Agreement prior to June 30, 2007; provided, further, that if the Closing shall not have occurred on or before the Termination Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Sellers, then the breaching Party may not terminate this Agreement pursuant to this Section 4.4(a); (b) by mutual written consent of Sellers and Purchaser;

(c) by Purchaser, if any of the conditions to the obligations of Purchaser set forth in (i) Sections 10.1 (other than Sections 10.1(a) or 10.1(b)) or (ii) Section 10.3 shall have become incapable of fulfillment other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser; (d) by Sellers, if any condition to the obligations of Sellers set forth in (i) Sections 10.2 (other than Sections 10.2(a) or 10.2(b)) or Section 10.3 shall have become incapable of fulfillment other than as a result of a breach by any Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Sellers; (e) by Purchaser, if there shall be a breach by any Seller of any representation or warranty, or any covenant or agreement contained in this Agreement, which would result in a failure of a condition set forth in Section 10.1(a) or 10.1(b), and which breach cannot be cured or, if curable, has not been cured by the earlier of (i) ten (10) days after the giving of written notice by Purchaser to Sellers of such breach and (ii) the Termination Date; (f) by Sellers, if there shall be a breach by Purchaser of any representation or warranty, or any covenant or agreement contained in this Agreement, which would result in a failure of a condition set forth in Section 10.2(a) or 10.2(b), and which breach cannot be cured or, if curable, has not been cured by the earlier of (i) ten (10) days after the giving of written notice by Sellers to Purchaser of such breach and (ii) the Termination Date; provided, however, that no cure period shall apply to Purchasers obligations to pay the Closing Date Purchase Price at the Closing on the Closing Date;

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(g) by Purchaser, (i) if Sellers shall fail to file the Sale Motion within three (3) Business Days following the execution by Sellers of this Agreement; provided, however, that such failure is not a result of Purchasers unreasonable withholding of approval of the Sale Motion; or (ii) if the Bankruptcy Court shall fail to enter an order approving (A) the Purchaser as the stalking horse, (B) the Expense Reimbursement and Overbid Protection, and (C) the Bidding Procedures Order on or before the 34th day following the filing of the Sale Motion; provided that any election to terminate under this Section 4.4(g) must be exercised by Purchaser no later than the second Business Day after the occurrence of the triggering event; (h) by Sellers or Purchaser, (i) if the Bankruptcy Court shall fail to enter a bidding procedures order reasonably acceptable to the Sellers and the Purchaser, on or before the 34th day following the filing of the Sale Motion, setting an auction date (the Auction Date) and a sale hearing to occur prior to May 18, 2007 for the Purchased Assets; provided that any election to terminate under this Section 4.4(h) must be exercised by Purchaser or Sellers, as applicable, no later than the second Business Day after the occurrence of the triggering event; or (ii) if the Bankruptcy Court shall fail to enter the Sale Order on or before the tenth (10th) day following the hearing to approve the Sale Order; or if the Bankruptcy Court shall have stated it shall not enter the Sale Order; (i) by Purchaser, in the event of a change or occurrence that results in a Material Adverse Effect on the Business; (j) by Sellers, if prior to the Alternative Contracts Date, or a later date determined by Sellers (in their sole discretion), Purchaser shall fail to enter into the Alternative Contracts on terms acceptable to Sellers in their reasonable discretion (which determination shall be solely based on (i) whether Purchaser has used reasonable efforts to minimize Alternative Contract Generated Claims that are administrative claims, if any; (ii) the extent to which such Alternative Contracts give rise to Alternative Contract Generated Claims; (iii) in the case of the GE-Textron Equipment, Purchaser fails to eliminate the secured claims or fails to cooperate with Sellers in minimizing any administrative claims relating to the GE-Textron Equipment; and (iv) in the case of any Alternative Contract that requires the assumption and assignment of a Contract, any material effect on the Sellers rights); (k) by Purchaser, if prior to the Alternative Contracts Date, (i) Purchaser has not obtained the approval of this Agreement and the transactions contemplated hereby by Purchasers equity owners and its board of managers in their sole and absolute discretion, or (ii) Purchaser is not satisfied in its sole and absolute discretion with the results of its due diligence investigation, whether conducted prior to or after the date hereof; (l) by Sellers or Purchaser, if by the Alternative Contracts Date, Sellers or Purchaser, respectively, are not satisfied in their sole and absolute discretion with the content of the Disclosure Schedules; (m) by Sellers, if (i) by the Alternative Contracts Date, or such later date determined by Sellers (in their sole and absolute discretion), (A) Purchaser fails to have 32

entered into each Alternative Contract, (B) Purchaser shall fail to obtain all consents or authorizations from OEMs necessary for the assignment or transfer, as contemplated by this Agreement, of the Acquired Programs and all Contracts related thereto, (C) any OEM which is a party to the Customer Agreement fails to designated Purchaser as a qualified bidder pursuant to the Customer Agreement or (D) Purchaser fails to have entered into an employment substitution agreement or arrangement with respect to employees of the Sellers Mexican Subsidiaries (which may be conditioned on the consummation of the transactions contemplated by this Agreement), (ii) by three (3) days prior to the Initial Bid Procedures Objection Deadline, or such later date determined by Sellers (in their sole and absolute discretion), Purchaser fails to have entered into those Alternative Contracts set forth on Schedule 4.4, or (iii) by three (3) days prior to the Initial Bid Procedures Objection Deadline, or such later date determined by Sellers (in their sole and absolute discretion), Purchaser fails to deliver a letter, executed by an officer of the Purchaser, stating that Purchaser is satisfied with its due diligence investigation with respect to matters related to capital expenditures, tooling and Hermosillo Inventory accounting methodology; (n) by Purchaser, if by the Alternative Contracts Date or such later date determined by Sellers (in their sole and absolute discretion), (i) Purchaser shall have failed to obtain all consents or authorizations from OEMs necessary for the assignment or transfer, as contemplated by this Agreement, of the Acquired Programs and all Contracts related thereto or (ii) Purchaser fails to have entered into each Alternative Contract on terms acceptable to Purchaser in its sole and absolute discretion; (o) by Sellers or Purchaser, if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the Parties hereto shall promptly appeal any adverse determination that is not nonappealable (and pursue such appeal with reasonable diligence); (p) by Sellers or Purchaser, if the Bankruptcy Court shall enter an Order approving a Competing Bid, subject to the limitations set forth in the Bidding Procedures Order and subject to Purchasers right to payment of the Expense Reimbursement in accordance with the provisions of Section 4.6; (q) by Sellers or Purchaser, if Purchaser fails to enter into a memorandum of understanding (MOU) with respect to each of the unions covered by Sellers current Collective Bargaining Agreements relating to the Employees on or before the Alternative Contracts Date (or such earlier date as provided in Schedule 4.4); (r) by Sellers or Purchaser, if by the later of (i) one Business Day prior to the Auction Date or (ii) May 5, 2007, collective bargaining agreements on terms substantially consistent with each MOU have not been ratified by the appropriate Employees; or (s) by Sellers if the Board of Directors of the Parent shall not have approved this Agreement and the transactions contemplated hereby in its sole and absolute discretion by the Alternative Contracts Date.

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4.5 Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellers, or both, pursuant to Section 4.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate (except for provisions which survive in accordance with their terms), and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Sellers. If this Agreement is terminated as provided herein each Party shall redeliver or destroy all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; provided that a Party may retain one copy of all such documents, solely for purposes of litigation relating to this Agreement. 4.6 Effect of Termination.

(a) In the event that this Agreement is validly terminated as provided herein, then each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination (except with respect to provisions which survive in accordance with their terms) and such termination shall be without liability to Purchaser or Sellers; provided, however, that the provisions of this Section 4.6 and Article XII hereof shall survive any such termination and shall be enforceable hereunder. (b) Nothing in this Section 4.6 shall relieve Purchaser or Sellers of any liability for a breach of this Agreement prior to the date of termination, provided that Sellers liability hereunder for any and all such breaches shall be limited to amounts payable under Section 4.6(d) and any specific performance ordered by the Bankruptcy Court, and further provided that Purchasers liability hereunder for any and all such breaches shall be limited to the amount payable under Section 4.6(c). (c) In the event that this Agreement is terminated and, on or prior to the date of such termination, Purchaser has breached any of its representations, warranties, agreements or covenants contained in this Agreement in a manner giving rise to Sellers right to terminate this Agreement (regardless of whether Sellers exercised such right) then Purchaser shall pay to the Sellers the sum of $7,000,000 (the Sellers Liquidated Damages) on the first Business Day following the termination of this Agreement; provided, however, if this Agreement is terminated as a result of a condition precedent to the obligations of Purchaser to close hereunder being incapable of fulfillment (other than due to a breach by Purchaser), Sellers shall not be entitled to any damages hereunder). The Parties hereto agree that the payment of the Sellers Liquidated Damages shall constitute the payment of liquidated damages (in lieu of any other payments or damages hereunder) with respect to any and all breaches of this Agreement by Purchaser on or prior to the Closing, including such breaches of any representation, warranty, covenant or agreement contained in this Agreement. The limitations of this Section 4.6(c) shall not apply to any breaches of this Agreement by Purchaser after the Closing, including, without limitation, such breaches of Purchasers covenants and agreements set forth in Sections 2.3, 2.5, 2.6, 3.2, 3.3, 8.7, 8.13, 8.14 and 8.17 and Article XII. (d) In the event that after entry of the Bidding Procedures Order (i) this Agreement is terminated pursuant to Section 4.4(c)(i), Section 4.4(e), Section 4.4(h)(ii), 34

Section 4.4(i), Section 4.4(p), or Section 4.4(s) and (ii) Sellers (A) accept a bid, other than that of Purchaser, as the highest and best offer or (B) sell, transfer, lease or otherwise dispose directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Seller or otherwise), all or substantially all of the Purchased Assets in a transaction or series of transactions to a party or parties other than Purchaser for higher and better consideration provided for in this Agreement within six months from the date hereof, (either of clause (A) or (B), an Alternative Transaction), Sellers shall pay Purchaser (to the extent not previously reimbursed) an amount equal to the reasonable, outof-pocket documented costs and expenses incurred by Purchaser in connection with its due diligence investigation of the Business and the negotiation and execution of the Letter of Intent, this Agreement and furtherance of the transactions contemplated hereby, up to a maximum amount of costs and expenses equal to $3,000,000 (the Expense Reimbursement) on terms set forth in the Bidding Procedures Order; provided, however, that no Expense Reimbursement shall be payable if, at the time of the termination of this Agreement, Purchaser had not entered into the Alternative Contracts acceptable to Sellers (in a manner satisfying the conditions set forth in Section 4.4(j)). (e) The Expense Reimbursement and shall constitute an administrative expense of Sellers under Section 503(b)(1) of the Bankruptcy Code. Payment of the Expense Reimbursement shall be made by Sellers no later than the close of business on the second Business Day following the date of such termination. Any such fee paid or payable as aforesaid is in the nature of liquidated damages and is in lieu of any other payments or damages hereunder. (f) The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this Section 4.6 shall relieve Purchaser or Sellers of their obligations under the Confidentiality Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS 5.1 Sellers Representations and Warranties. Sellers jointly and severally represent and warrant to Purchaser that the statements contained in this Article V are correct and complete as of the date of this Agreement and as of the Closing Date, except as expressly set forth in the disclosure schedules delivered by Sellers to Purchaser on the date hereof (the Schedules). The information disclosed in any numbered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered section in this Agreement; provided, however, any matter disclosed in a Schedule by Sellers shall be deemed to constitute disclosure against all other representations and warranties of Sellers to the extent it is reasonably apparent on the face of such disclosure that the matter disclosed is relevant to such other representations and warranties of Sellers. 5.2 Organization and Good Standing. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each of the other Sellers is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation as identified on Schedule 5.2, and has all requisite power and authority 35

to own, lease and operate its properties and to carry on its business as now conducted. Schedule 5.2 identifies the only jurisdictions in which the ownership, use or leasing of such Sellers assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions where the failure of Sellers to be qualified, licensed or admitted and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.3 Authorization of Agreement. Each Seller has all requisite power and authority to execute and deliver this Agreement and each Seller has all requisite power and authority to execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the Seller Documents), to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby will be duly authorized by all requisite corporate action on the part of each Seller prior to the Closing. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly executed and delivered by each Seller which is a party thereto and (assuming the due authorization, execution and delivery by the other Parties hereto and thereto, the entry of the Sale Order, and, with respect to Sellers obligations under Section 7.1 the entry of the Bidding Procedures Order) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 5.4 Conflicts; Consents of Third Parties.

(a) Except as set forth on Schedule 5.4(a), none of the execution and delivery by Sellers of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Sellers with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Sellers; (ii) subject to entry of the Sale Order, any Contract or Permit to which any Seller is a party or by which any of the properties or assets of Sellers are bound; or (iii) subject to entry of the Sale Order, any applicable Law, except, in the case of clauses (ii) and (iii), where such conflicts, violations, defaults, terminations or cancellations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 5.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of any Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by any Seller with 36

any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by any Seller of any other action contemplated hereby, except for (i) compliance with the applicable requirements of the HSR Act or any other applicable Antitrust Law, (ii) the entry of the Sale Order, (iii) the entry of the Bidding Procedures Order with respect to Sellers obligations under Section 7.1 and (iv) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, where the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.5 Title to Purchased Assets; Assets Necessary to Business. Except (i) for Purchased Assets consisting of the Purchased Intellectual Property, the representations and warranties for which are exclusively set forth in Section 5.7 and (ii) as set forth on Schedule 5.5(a) attached hereto, Sellers have good and marketable title to, or a valid leasehold interest in, the tangible personal property constituting Purchased Assets. (b) Except as described on Schedule 5.5(b), attached hereto, the Equipment included in the Purchased Assets is in operating condition. 5.6 Real Property.

(a) Schedule 2.1(a)(1) attached hereto sets forth a list of all Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth on Schedule 2.1(a)(1): (i) Sellers have good and marketable indefeasible fee simple title which shall be free and clear of all Liens as of the Closing Date (except Permitted Exceptions), (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of all or any portion of such Owned Real Property (except for such leases, subleases, licenses, concessions or other agreements that will be terminated and stricken pursuant to the Sale Order); (iii) there are no outstanding options or rights of first refusal or similar rights to purchase all or any portion of such Owned Real Property (other than the right of Purchaser pursuant to this Agreement and any options or rights of first refusal or similar rights that will be terminated and stricken pursuant to the Sale Order), or any portion thereof or interest therein; and (iv) no Seller is a party to any agreement or option to purchase any real property or interest therein intended for use in connection with the Business. (b) To the Knowledge of Sellers, Sellers have not received any written notice of any pending condemnation proceedings in the nature of eminent domain in connection with any parcel of the Assumed Owned Real Property or the Assumed Leased Real Property. (c) Schedule 2.1(a)(2) attached hereto sets forth the title and parties to, and date of, each of the Real Property Leases, and the address of each parcel of Leased Real Property and a true and complete list of all Real Property Leases. Except as set forth on Schedule 2.1(a)(2), Sellers have heretofore delivered to Purchaser true and complete copies of each of the Real Property Leases (or in the case of an oral lease, a written summary of the material terms of such lease) and none of such leases has been amended, modified or terminated. The Real Property Leases for the Assumed Leased Real Property are at present 37

and on the date of the Closing shall be legal, valid, enforceable and in full force and effect with respect to the applicable Sellers, and to the Knowledge of Sellers, against any other party thereto (subject, with respect to enforceability only, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally), unless any such Real Property Lease shall have expired in accordance with its terms. (d) Sellers possession and quiet enjoyment of the Assumed Leased Real Property has not be disturbed. (e) The Owned Real Property and the Leased Real Property comprise all of the real property used or intended to be used, or otherwise related to, the Business. 5.7 Intellectual Property.

(a) Except as set forth on Schedule 5.7(a), to the Knowledge of Sellers: (i) the Sellers own and possess all right, title and interest in and to (or have the right to use pursuant to a valid and enforceable license) all Purchased Intellectual Property and Retained IP Assets used by Sellers in the Ordinary Course of Business as it is presently conducted; (ii) the Sellers use or licensing of the Purchased Intellectual Property and Retained IP Assets have not violated, infringed or misappropriated, and the Sellers have not received in writing any claim that the Purchased Intellectual Property or Retained IP Assets has violated, infringed or misappropriated the Intellectual Property rights of any Person; (iii) the Sellers have not received any written notice of any default, or of any event that with notice or lapse of time, or both, would constitute a default, under any material IP License, and no events or circumstances exist that would constitute such a default, except to the extent a default has resulted solely from Sellers filing of the Bankruptcy Case; and (iv) the Purchased Intellectual Property and the Retained IP Assets licensed under Section 8.9(a) include all Intellectual Property, except for the Excluded IP, necessary for the use of the Purchased Assets and the operation of the Business as conducted on the Closing Date, subject to the receipt of any required consents as provided under Section 2.5(d). (b) Schedule 1.1(h) contains a complete and accurate list of all registrations and applications for registration of any Intellectual Property owned by a Seller and included in the Exclusive IP Assets that are material to the Business (subject, in each case, to the ability of Sellers to update such Schedule as provided in Section 8.14). (c) Schedule 1.1(m) contains a complete and accurate list of all registrations and applications for registration of any Intellectual Property owned by a Seller and included in the Primary IP Assets that are material to the Business (subject, in each case, to the ability of Sellers to update such Schedule as provided in Section 8.14). (d) Except as set forth on Schedule 5.7(d), and subject to the receipt of any required consents as provided under Section 2.5(d), to the Knowledge of Sellers, each item of Purchased Intellectual Property will, immediately subsequent to the Closing hereunder, be owned by or available for use by the Purchaser on such terms as are identical

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to those pursuant to which the Sellers, immediately prior to the Closing, own or have the right to use such item. 5.8 Software Programs. Schedule 5.8 sets forth a complete and accurate list of all application software programs included in the Purchased Assets that are material to the Business, other than commercially available, off-the-shelf or click-through software programs (Software Programs). Sellers have validly and effectively obtained the right to such Software Programs and the technical documentation associated therewith pursuant to an IP License identified on Schedule 5.8. 5.9 U.S. Employee Benefits. With respect to Employee Benefit Plans related to the Sellers Employees: (a) Schedule 5.9 sets forth a list of each material Employee Benefit Plan benefiting the Employees; (b) The Sellers have delivered complete copies to Purchaser of each material written Employee Benefit Plan, as amended, each summary plan description for such Employee Benefit Plan, to the extent applicable, and the most recent Internal Revenue Service determination letter, for such Employee Benefit Plan, if applicable; (c) Except as set forth on Schedule 5.9, each Employee Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter as to its qualification, and, to the Knowledge of Sellers, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification excluding immaterial actions, events, incidents or occurrences that have since been corrected; and (d) Each Employee Benefit Plan has been maintained and administered in accordance with its terms, ERISA, the Code and other applicable law, in all material respects. The Sellers have complied with the requirements of Section 4980B of the Code in all material respects. 5.10 Labor Matters. Except as set forth in Schedule 5.10 attached hereto: (a) Sellers are not party to any Collective Bargaining Agreement.

(b) Sellers are in compliance in all material respects with all applicable laws relating to employment and employment practices, the employment of labor, and have not engaged in any material unfair labor practice or material unlawful employment practice. In addition, there are no pending or unremedied material grievances or pending or material unremedied unfair labor practices or other material employment-related claims against Sellers. (c) Since January 1, 2006, Sellers have not received written notice of any material representation proceeding or unfair labor practice charge or complaint (or threat thereof) against them or any of them before the National Labor Relations Board or any

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similar Governmental Body and Sellers have not, to the Knowledge of Sellers, received notice of any union organizing or decertification activity. (d) There is no labor strike, slowdown or work stoppage relating to Sellers pending or, to the Knowledge of Sellers, threatened against Sellers. (e) Sellers have not received notice of any material employment-related charge or complaint (or threat thereof) against Sellers before the Equal Employment Opportunity Commission or the Department of Labor or any other Governmental Body. (f) With respect to this transaction, any notice required under any law or collective bargaining agreement has been given, and all bargaining obligations with any employee representative have been, or prior to the Closing will be, satisfied. Since January 1, 2004, Sellers have not implemented any plant closing or mass layoff of employees that could implicate the WARN Act. Since January 1, 2004, any reduction in workforce implemented by Sellers has complied with the WARN Act. 5.11 Personnel Matters. Schedule 5.11(a) attached hereto contains an accurate and complete list of the names, job classifications, dates of hire, wage rates, base compensation, and any supplemental or bonus compensation (including, without limitation, any retention or stay bonus arrangements) for all persons employed by Sellers in connection with the Business. To the Knowledge of Sellers, no key executive employee and no group of employees or independent contractors of Business has any plans to terminate his, her or its employment or relationship with Business. 5.12 Litigation. Except for the Bankruptcy Case or as set forth on Schedule 5.12, there are no Legal Proceedings pending or, to the Knowledge of Sellers, threatened against Purchased Assets, or that otherwise affect the Business, before any Governmental Body, in which the damages sought exceed $250,000 or otherwise would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth on Schedule 5.12 and in the Bankruptcy Case, to the Knowledge of Sellers, Sellers are not subject to any Order of any Governmental Body. 5.13 Compliance with Laws; Governmental Authorizations. Except as described in Schedule 5.13: (i) each Seller is in compliance with all Laws applicable to the Business or the Purchased Assets, except in any such case where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) to the Knowledge of Sellers, no Seller has received any written notice within the past 12 months relating to violations or alleged violations or defaults under any Order or any Permit, license or other authority from, any Governmental Body except violations or defaults that would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect. Sellers possess all Governmental Authorizations necessary to permit Sellers to lawfully conduct and operate the Business in the manner in which it currently conducts and operates such business and to permit Sellers to own and use the Purchased Assets in the manner in which it currently owns and uses such assets except where the failure to possess such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (the Seller Governmental Authorizations) and each Seller Governmental Authorization 40

is valid and in full force and effect. Schedule 5.13 sets forth all filings, consents, and approvals (the Required Governmental Consents) necessary to validly assign and transfer all of the Seller Governmental Authorizations to the Purchaser and, to the Knowledge of the Seller, except as set forth on Schedule 5.13, no Seller Governmental Authorization is subject to termination or modification as a result of the transactions contemplated hereby. 5.14 Financial Advisors. Except as set forth on Schedule 5.14, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for any Seller in connection with the transactions contemplated by this Agreement and no Person acting on behalf of any Seller is entitled to any fee or commission or like payment from Purchaser in respect thereof. Sellers shall be liable for any fees paid to any Persons in connection with any arrangement set forth on Schedule 5.14. 5.15 Environmental Matters. Except as set forth on Schedule 5.15:

(a) To the Knowledge of Sellers, the operations of the Business are in compliance in all material respects with Environmental Laws; (b) To the Knowledge of Sellers, the Business has obtained and is in compliance in all material respects with all necessary Permits that are required under Environmental Laws to operate the Acquired Owned Real Property, the Assumed Leased Real Property and the Business; (c) To the Knowledge of Sellers, there have been no past, current or threatened releases at any of the Acquired Owned Real Property and the Assumed Leased Real Property that have resulted in, or are reasonably likely to result in, material Environmental Liabilities. (d) To the Knowledge of Sellers, there is no past, current or threatened release migrating to the Acquired Owned Real Property or the Assumed Leased Property from any off-site sources that has resulted in, or is reasonably likely to result in, any material Environmental Liabilities. (e) No Environmental Claims have been asserted or are pending against the Business or, to the Knowledge of Sellers, threatened against the Business, that are reasonably likely to result in material Environmental Liabilities. (f) to the Knowledge of Sellers, no Environmental Claims have been asserted or are pending or threatened against any off-site facilities that have received Hazardous Materials generated by the Business that have resulted in, or are reasonably likely to result in, material Environmental Liabilities. (g) Except for notices or other communications that, in the reasonable judgment of Sellers are (i) no longer being actively pursued by the Person that originated such notice or communication or (ii) that have been fully settled or resolved, Seller does not know of, and has not received, within the last 12 months, any written or oral notice or other communication from any Person or entity (including, but not limited to, a Governmental Body) relating to: (1) the presence of Hazardous Material located on or migrating to the 41

Acquired Owned Real Property or the Assumed Leased Property; (2) the remediation of any such Hazardous Material; (3) the material violation of any Environmental Law at the Acquired Owned Real Property or the Assumed Leased Property; or (4) material liability or potential liability of the Sellers pursuant to any Environmental Law. (h) Sellers have made available to Purchaser true and complete copies of all written environmental reports, studies, investigations or no further-action letters regarding any Environmental Liabilities of the Business or any environmental conditions at any of the Owned Real Property or Assumed Leased Real Property that, to the Knowledge of Sellers, are in possession of any Seller, any Affiliate of a Seller or any agents thereof. 5.16 Taxes. Except as set forth on Schedule 5.16,

(a) Sellers have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 (or any other applicable form) required with respect thereto have been properly completed and timely filed. (b) None of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Section 280G of the Code. No Seller is a party to any Tax allocation or sharing agreement. No Seller (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was a Seller) and (B) has any Liability for the Taxes of any Person under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. 5.17 5.18 [RESERVED] [RESERVED]

5.19 Insurance. Schedule 5.19 attached hereto lists and describes all material policies of insurance owned, held, or maintained by or for the benefit of Sellers and directly related to the Business or the Purchased Assets, including the type and amount of coverage and the expiration dates of the policies. Sellers have made available to Purchaser all material policies of insurance owned, held, or maintained by or for the benefit of Sellers in connection with the Business or insuring the Purchased Assets, including the type and amount of coverage and the expiration dates of the policies and the claims history for the past five years. Except as set forth on Schedule 5.19 attached hereto, (a) current premiums and any other obligations under such insurance have been paid and all such policies are valid and enforceable and in full force and effect on the date hereof and Sellers are not in default with respect to its obligations under any such insurance policies, and (b) Sellers have not received any notice within the last 90 days threatening suspension, revocation, modification or cancellation of any insurance policy or a material increase in any premium in connection therewith. Sellers have no self-insurance or co-insurance programs, except as set forth on Schedule 5.19 attached hereto. 5.20 Contracts.

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(a) Except as set forth on Schedule 5.20(a) attached hereto, no Seller is a party to or bound by, whether written or oral, any Contract or agreement of any form material to the Business or the Purchased Assets whether or not entered into in the Ordinary Course of Business (each a Material Contract). Schedule 5.20(a) specifies whether each such Material Contract is a prepetition or postpetition contract. (b) Except as disclosed on Schedule 5.20(b) attached hereto, (i) no Material Contract has been breached or canceled by the other party, and there is no anticipated breach by any other party to any Material Contract except such breach, cancellation or anticipated breach that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) except for defaults that will be cured through the cure payments or that do not need to be cured to be assigned to Purchaser under applicable law, neither Sellers nor to the Knowledge of Sellers any other party thereto is in default or breach in any respect under the terms of any Material Contract except defaults or breaches that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and, to the Knowledge of Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a default or breach thereunder that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) Sellers have not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Material Contract, and (iv) each Material Contract is valid, binding, enforceable and in full force and effect and, subject to the terms of this Agreement, will continue as such following the consummation of the transactions contemplated hereby, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) Sellers have provided or made available to Purchaser a true and correct copy of all Material Contracts, in each case together with all amendments, waivers or other changes thereto (all of which are disclosed on Schedule 5.20(a)). Schedule 5.20(a) contains an accurate and complete description of all material terms of all oral contracts referred to therein. 5.21 Relationships with Customers and Suppliers. Sellers have provided Purchaser with a true and accurate list of (i) the names and addresses of the top twenty customers of the Business (by dollar volume of sales to such customers) (each a Material Customer) and (ii) a list of the names and addresses of the top ten suppliers of the Business (by dollar volume of purchases from such suppliers) (each a Material Supplier), for the last fiscal year. Except as set forth on Schedule 5.21, Sellers have not received any written notice from any Material Customer or Material Supplier of the Business to the effect that such Material Customer or Material Supplier will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying or supplying as the case may be, materials, products or services from or to Sellers (whether as a result of the consummation of the transactions contemplated hereby or otherwise).

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5.22 Bank Accounts Schedule. Schedule 5.22 attached hereto lists all bank accounts, safety deposit boxes, lock boxes and powers of attorney (designating each authorized signatory with respect thereto) of Sellers constituting Purchased Assets. 5.23 Surety Documents. Schedule 5.23 attached hereto lists all material bonds, letters of credit, and stand-alone indemnity agreements issued or entered into in connection with the Business and the Material Contracts (the Surety Documents). All such Surety Documents are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and copies of each such Surety Documents have been delivered to Purchaser. 5.24 Sufficiency of Assets. The Purchased Assets (together with the services provided under the transition services agreement and the operating transition services agreement) constitute all of the material properties, assets and rights (other than Governmental Authorizations or third-party consents or approvals necessitated as a result of the contracts or arrangements to which Purchaser is a party) reasonably required for the operations of the Business as conducted on February 28, 2007, except (a) as set forth on Schedule 5.24, (b) Alternative Contracts and Undesignated Contracts, (c) any Contract designated as an Excluded Asset pursuant to Section 7.4 and (d) for Purchased Assets consisting of the Purchased Intellectual Property, the representations and warranties for which are exclusively set forth in Section 5.7. 5.25 Financial Information.

(a) The financial statements (Plastics Division and Plastics facilities) attached hereto as Schedule 5.25(a) (the Financial Statements) fairly present in all material respects the financial condition and operating results of the Plastics Division and Plastics facilities except as follows: (i) year-end audit adjustments including those necessary as of the Petition Date and any ongoing account analyses (the financial statements provided are unaudited and the Parent has not received an audit opinion since it reported its Annual Report on Form 10-K for the year ended December 31, 2003); (ii) findings of the Parents audit committee investigation, or any related investigations by governing agencies; (iii) adjustments necessary to reflect the decision to sell or otherwise liquidate the Parent in whole or in part; (iv) the Financial Statements do not purport to comply with GAAP in all respects, including: (A) interest income and expense, certain non-operating income and expense, adjustments to eliminate inter/intra-segment/facility sales and profit, income tax, selected overhead payroll and related benefit costs,

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certain restructuring cost and exit costs and other selling and general administrative costs are excluded; (B) expenses relating to pension, post retirement benefits, medical and others are based solely upon estimated service costs; (C) corporate expenses as well as certain centrally managed expenses (e.g. insurance) are allocated to each segment/facility based on budgeted amounts; (D) sales and transfers between segments/facilities are accounted for at cost plus, while intra-segment are eliminated for division or segment financial statements; (E) the Parent elects to record certain segment/facility related expense items of an unusual or non-recurring nature in consolidation rather than reflect such items in segment/facility profit and may be recorded in consolidation in one period and transferred to the segment/facility in a later period; and (F) segment/facility assets and liabilities generally excludes cash, pension and tax balances, receivables and payables, debt, valuation adjustments of machinery and equipment and goodwill, and certain reserves and accruals (e.g., environmental, legal). (v) certain material off balance sheet transactions, arrangements, obligations or relationships attributable to the Purchased Assets or the Business, as follows: ordinary course purchasing and sales activities, certain leased assets (assets accounted for as operating leases as prescribed by GAAP), assets pledged as collateral under borrowing arrangements, and other rights and obligations omitted as prescribed by GAAP (e.g., pension, other post-employment benefits, environmental, legal). 5.26 No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Business, the Purchased Assets (including, without limitation, the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and Sellers disclaim any other representations or warranties, whether made by Sellers, any Affiliate of Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition of the Purchased Assets (including, without limitation, any implied or expressed warranty of merchantability or fitness for a particular purpose, or of the probable success or profitability of the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) disclaims all liability and 45

responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including, without limitation, any opinion, information, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant or representative of any Seller or any of their Affiliates). Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter would result in a Material Adverse Effect. Notwithstanding any right of Purchaser to investigate fully the affairs of Sellers and their Affiliates, and notwithstanding any knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely upon the representations and warranties of Sellers contained herein and in the Exhibits and Schedules; provided that such reliance shall not affect clause (viii) of the definition of Excluded Matters. 5.27 Survival of Representations and Warranties. None of the representations or warranties of Sellers set forth in this Agreement shall survive the Closing. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 6.1 Purchasers Representations and Warranties

. Purchaser represents and warrants to Sellers that the statements contained in this Article VI are correct and complete as of the date of this Agreement and as of the Closing Date, except as expressly set forth in the disclosure schedules delivered by Purchaser to Sellers on the date hereof (the Purchaser Schedules). The information disclosed in any numbered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered section in this Agreement; provided, however, any matter disclosed in a Purchaser Schedule by Purchaser shall be deemed to constitute disclosure against all other representations and warranties of Purchaser to the extent it is reasonably apparent on the face of such disclosure that the matter disclosed is relevant to such other representations and warranties of Purchaser. 6.2 Organization and Good Standing. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted. 6.3 Authorization of Agreement. Purchaser has full limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated by this Agreement (the Purchaser Documents), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Purchaser Documents and the consummation of the 46

transactions contemplated hereby and thereby will be duly authorized by all requisite limited liability company action on behalf of Purchaser prior to Closing. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including, without limitation, principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 6.4 Conflicts; Consents of Third Parties.

(a) Except as set forth on Schedule 6.4, none of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any applicable Law, other than, in the case of clauses (ii) and (iii), such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business, except for compliance with the applicable requirements of the HSR Act or any other applicable Antitrust Law, and except to the extent the same would not reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby. 6.5 Litigation. There are no Legal Proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser, or to which Purchaser is otherwise a party before any Governmental Body, which, if adversely determined, would reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions hereby or thereby. Purchaser is not subject to any Order of any Governmental Body except to the extent the same would not reasonably be expected to have a material adverse effect on the ability of Purchaser to

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perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby. 6.6 Financial Advisors. Other than FTI Consulting, Inc., no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment from any Seller in respect thereof. 6.7 Financial Capability. As of the date hereof, Purchaser has commitments to obtain sufficient funds to pay the Purchase Price and any fees and expenses related to the transactions contemplated by this Agreement, which commitments will be available to provide such funds at or prior to Closing, and at the Closing Purchaser will have, the resources and capabilities (financial or otherwise) to perform its obligations hereunder. 6.8 Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof (as modified by the Purchaser Schedules hereto as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a where is and, as to condition, as is basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article V hereof (as modified by the Purchaser Schedules hereto as supplemented or amended). Purchaser further represents that neither Sellers nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of Sellers, any of their Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchasers use of, any such information, including, without limitation, any confidential memoranda distributed on behalf of Sellers relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business, the Purchased Assets and the Assumed Liabilities and has had an opportunity to inspect and examine the Purchased Assets, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation. 6.9 Adequate Assurances Regarding Executory Contracts. Purchaser is and will be capable of satisfying the conditions contained in section 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the prepetition Assumed Agreements.

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ARTICLE VII BANKRUPTCY COURT MATTERS 7.1 Bankruptcy Actions. Within three (3) Business Days after the execution of this Agreement, Sellers shall file with the Bankruptcy Court a motion in form and substance reasonably acceptable to Purchaser and Sellers (the Sale Motion) seeking, among other things, entry of (i) an Order approving (A) the bidding protections described and/or set forth in Article IV of this Agreement or otherwise set forth in the Sale Motion and (B) certain bidding procedures for alternative offers for the Purchased Assets, which proposed order shall be in form and substance acceptable to Purchaser and Sellers, each in their sole discretion, (the Bidding Procedures Order), and (ii) an order approving this Agreement and the transactions contemplated thereby (including the sale of the Purchased Assets to Purchaser free and clear of all Liens except the Permitted Exceptions and the assumption and assignment of the Assumed Contracts, the Assumed Leases, and the IP Licenses) should the purchase offer made by this Agreement constitute the highest or otherwise best offer for the Purchased Assets pursuant to the Bidding Procedures Order, which order shall be in form and substance reasonably acceptable to Purchaser and Sellers, each in their sole discretion (the Sale Order). 7.2 Seller Actions. Sellers shall use their reasonable best efforts to have the Bankruptcy Court (i) schedule a hearing on the Sale Motion, (ii) enter the Bidding Procedures Order as soon as practicable following the date hereof, but in any case no later than thirty (30) days after the date hereof and (iii) enter the Sale Order as and when contemplated by the Bidding Procedures Order, but in any case no later than 10 days after a hearing on the Sale Order. Sellers shall use their reasonable best efforts to obtain an immediate lifting of the stays provided by Bankruptcy Rules 6004 and 6006. Furthermore, Sellers shall use their reasonable best efforts to obtain any other approvals or consents from the Bankruptcy Court that may be reasonably necessary to consummate the transactions contemplated in this Agreement. 7.3 Purchaser Actions. Purchaser agrees that it will promptly use its reasonable best efforts (not including the expenditure of funds other than professional and administrative costs) to take such actions as are reasonably requested by Sellers to assist in obtaining the Sale Order and the Bidding Procedures Order, including, without limitation, furnishing truthful affidavits and/or information, to the extent reasonably available to Purchaser, for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a good faith purchaser under section 363(m) of the Bankruptcy Code; provided that to satisfy the requirements of Section 7.3, that any requirement to provide financial information with respect to this provision shall be satisfied by providing pro forma capitalization and pro forma liquidity of the Purchaser in reasonable detail for purposes of showing adequate assurance to Persons subject to reasonable confidentiality agreements or protective orders reasonably satisfactory to Purchaser. 7.4 Adequate Assurances. With respect to each Assumed Agreement, Purchaser shall cooperate as reasonably necessary or desirable to provide adequate assurance of future performance to counterparties to such Assumed Agreement as required under Section 365 of the

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Bankruptcy Code; provided, however, that Purchaser may, in its sole discretion, elect to designate as an Excluded Asset any such contract for which adequate assurance is ordered. 7.5 Support of Sale Order. In the event the entry of the Sale Order or the Bidding Procedures Order shall be appealed or a stay thereof be sought, Sellers and Purchaser shall use their respective reasonable efforts to defend such appeal and oppose such a stay. 7.6 Cure of Defaults. Sellers shall, at or prior to the Closing, cure any and all defaults under the Assumed Contracts and Assumed Leases, which defaults are required to be cured under the Bankruptcy Code, so that such Assumed Contracts and Assumed Leases may be assumed by Sellers and assigned to Purchaser in accordance with the provisions of section 365 of the Bankruptcy Code. 7.7 Competing Bids. This Agreement is subject to approval by the Bankruptcy Court and the consideration by Sellers of other bids pursuant to the Bid Procedures Order (each a Competing Bid). From the date the Bidding Procedures Order is entered (to the extent such is not stayed) through the auction process, Sellers are permitted to cause its representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Purchaser and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. 7.8 No-Shop Period.

(a) From the date hereof through and including the date of entry by the Bankruptcy Court of the Bidding Procedures Order, the Sellers shall cease, and shall cause all of their Affiliates to cease, any and all activities, discussions or negotiations with any parties with respect to the sale of the Business and neither the Sellers nor their Affiliates nor any of their respective employees, consultants, agents or representatives (collectively Representatives) shall solicit, accept or in any way seek to further any offer to purchase any such assets included in the Business, or any other entity to be formed through the restructuring of the Sellers or take any other action inconsistent with the transactions contemplated by this Agreement. (b) From the date hereof, (i) if the Sellers or any of their Affiliates, or any of their respective Representatives, supply any written information regarding all or part of the Business to a potential bidder not heretofore given to the Purchaser, the Sellers shall further provide the Purchaser with a copy of such written information within 24 hours of providing that information to any other potential bidder, (ii) within 24 hours of receipt, the Sellers shall provide the Purchaser with a notice of the receipt (by the Sellers or any of their Affiliates, or any of their respective Representatives) of any bid, proposal, term sheet or expression of interest submitted for any asset or assets of the Sellers, the absence of which from the Purchased Assets (alone or in conjunction with other losses or offers) would constitute a Material Adverse Effect; and (iii) within 4 hours after the initial deadline for submission of competing bids, the Sellers shall provide the Purchaser (and all other qualified bidders) with a copy of every bid that either (A) the Sellers consider to be a qualified bid for participation in any auction or (B) is at such time still under consideration by the Sellers as a possible qualifying bid. 50

(c) Until such time as the Bidding Procedures Order is entered, notwithstanding anything in this Agreement to the contrary, to the extent that (i) Sellers execute any letter of intent or accepts any offer for assets that substantially comprise the Purchased Assets with higher and better consideration than the offer set forth in this Agreement, including at any time on or before September 6, 2007 (a Superior Agreement), (ii) the Purchaser was not in material default of its obligations hereunder and had obtained all required board and equityholder approvals prior to the earliest of such execution, acceptance and termination and (iii) the Purchaser obtains agreements (conditioned on the Purchasers acquisition of the Business) regarding the GE-Textron Equipment and accepts assignment of terms of existing OEM agreements or renegotiates such agreements, Sellers agree that they will file a motion in connection with the motion to approve the Superior Agreement, for authority to reimburse the Purchaser, at the time of the closing under the Superior Agreement from the proceeds of the transactions contemplated thereby, for its documented out-of-pocket costs, fees and expenses (including legal expenses and other professional fees and expenses, and travel expenses) incurred since February 1, 2007 through the time that the Sellers notify the Purchaser that Sellers are terminating this Agreement in favor of a Superior Agreement, up to $750,000. ARTICLE VIII COVENANTS 8.1 Access to Information. Sellers agree that, prior to the Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances. Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Sellers to cooperate with Purchaser and Purchasers representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Sellers and its representatives and shall use their reasonable efforts to minimize any disruption to the Business. Purchaser will not contact any employee, customer or supplier of Sellers with respect to this Agreement without the prior written consent of Sellers. Purchaser agrees to repair at its sole cost any damage to each Owned Real Property and Leased Real Property directly caused by Purchaser due to investigation. 8.2 Conduct of the Business Pending the Closing.

(a) Prior to the Closing, subject to any obligations as debtors-inpossession under the Bankruptcy Code and except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall:

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(i) maintain the Purchased Assets in the Ordinary Course of Business and repair and continue normal maintenance, normal wear and tear excepted; (ii) continue to make the minimum capital expenditures necessary to meet health and safety requirements and to preserve and maintain the operations of the Business (including, without limitation, such capital expenditures necessary in connection with any model year 2008 Acquired Programs); provided, however, that, as more specifically set forth in Schedule 4.4, nothing herein shall require Sellers to incur Liabilities for PMSI in excess of $7,000,000; (iii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with customers and suppliers of the Business. (b) Subject to any obligations as debtors-in-possession under the Bankruptcy Code and except (1) as set forth on Schedule 8.2(b), (2) as required by applicable Law, (3) as otherwise contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall not, solely as it relates to the Business: (i) increase or decrease salaries or wages, declare bonuses, increase benefits or institute any new Employee Benefit Plans with respect to any Employees, except as required by law or court Orders, as required by the terms of previously existing contracts or court Orders or in the Ordinary Course of Business in accordance with past practices; (ii) amend, modify or terminate any Material Contract;

(iii) hire or otherwise engage any new Employees related to the Business except in the Ordinary Course of Business on customary terms; (iv) sell, lease, transfer, mortgage, encumber, alienate or dispose of Purchased Assets in an aggregate amount in excess of $10,000 per such occurrence, except for sales of Equipment and Permitted Exceptions or as permitted by clause (v) below; provided, that unless any such item of Equipment is no longer required in connection with the operation of the Business, any item of Equipment sold shall be replaced with an item of Equipment of like value and quality; (v) sell, use, dispose of, convey or transfer, by bailment, consignment, warehousing, similar arrangement or otherwise, any Inventory, wherever located, other than in the Ordinary Course of Business; or (vi) agree to do anything prohibited by this Section 8.2.

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8.3

Regulatory Approvals.

(a) Prior to Closing, Purchaser shall use all commercially reasonable efforts to (a) obtain all consents and approvals of all Governmental Bodies and all other Persons required to be obtained by Purchaser to effect the transactions contemplated by this Agreement and (b) take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable Law, to consummate and make effective in an expeditions manner the transactions contemplated hereby. (b) If necessary, Purchaser and Sellers shall (a) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within twenty (20) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within three (3) weeks in the case of all other filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission (the FTC), the Antitrust Division of the United States Department of Justice (the Antitrust Division) or any other Governmental Body in respect of such filings or such transactions, (c) seek early termination of filings under the HSR Act, and (d) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Purchaser shall pay the filing fees required to be paid by Purchaser and Sellers under the HSR Act and other Antitrust Laws in connection with such filings. Each such Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such Party shall promptly inform the other Parties of any material oral communication with any Governmental Body regarding any such filings or any such transaction. No Party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.3 as outside counsel only. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be). (c) Each of Purchaser and Sellers shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with 53

respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the Antitrust Laws). In connection therewith, if any Legal Proceeding is instituted (or threatened in writing to be instituted) challenging that any transaction contemplated by this Agreement is in violation of any Antitrust Law, each of Purchaser and Sellers shall cooperate and use its commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all reasonably available avenues of administrative and judicial appeal and all reasonably available legislative action, unless either the Purchaser or Sellers decide that litigation is not in its or their best interests. Each of Purchaser and Sellers shall use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Purchaser and Sellers agrees to use its commercially reasonable efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as expeditiously as possible. Notwithstanding anything to the contrary in the foregoing, nothing herein shall obligate Purchaser to sell or otherwise divest any of its assets or businesses (or agree to refrain from entering into any business). In the event Sellers divest any Purchased Assets pursuant to the foregoing, Purchaser will not be required to close without an adjustment to the Purchase Price satisfactory to Purchaser that reflects the diminution in value of the Purchased Assets resulting from Sellers divestiture(s). 8.4 Further Assurances. Each of Sellers and Purchaser shall use its commercially reasonable efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement; and, in connection with the foregoing, respond to inquiries from the other Party regarding the status of such actions or conditions. 8.5 Other Tangible Assets. Two (2) Business Days prior to the Closing Date, Sellers shall provide Purchaser with a list of the net book values of the Other Tangible Assets as of the close of the fiscal month immediately preceding such date and consistent with past practices and using the same methodology used to determine the net book values set forth on Schedule 1.1(l). 8.6 Confidentiality. Purchaser acknowledges that the Confidential Information (as defined in the Confidentiality Agreement) provided to it in connection with this Agreement, including under Section 8.1, and the consummation of the transactions contemplated hereby, is subject to the terms of the confidentiality agreement between Purchaser and Parent dated December 7, 2006 (the Confidentiality Agreement), the terms of which are incorporated herein 54

by reference. Effective upon, and only upon, the Closing Date, the Confidentiality Agreement shall terminate. 8.7 Preservation of Records. For a period of the later of (i) the closing of the Bankruptcy Case and (ii) seven years after the Closing Date (or such longer period as may be required by any Governmental Body or ongoing claim) each Party (the Requested Party) shall allow the other Party (including, for clarity, any trust established under a chapter 11 plan of the Sellers or any other successors of the Sellers) and any of its directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, and upon reasonable advanced notice, to all employees and files of the Requested Party and any books and records and other materials included in the Purchased Assets relating to periods prior to the Closing Date in connection with general business purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including, in connection with the prosecution, investigation or resolution of any pending or potential causes of action held by the Sellers or any such trust or successor, or otherwise to carry out the functions of any such trusts or successors, the preparation of tax returns, amended tax returns or claim for refund (and any materials necessary for the preparation of any of the foregoing), and financial statements for periods ending on or prior to the Closing Date, the management and handling of any audit, investigation, litigation or other proceeding in, whether such audit, investigation, litigation or other proceeding is a matter with respect to which indemnification may be sought hereunder), to comply with the rules and regulations of the Internal Revenue Service, the Securities and Exchange Commission or any other Governmental Body or otherwise relating to Sellers other businesses or operations or such causes of action; provided, that after the earlier of (i) the closing of the Bankruptcy Case and (ii) seven years after the Closing Date (or such longer period as may be required by any Governmental Body or ongoing claim), any Party in possession of such books and records and other materials may dispose of such books and records and other materials after such Party, prior to such disposition, gives the other Party a reasonable opportunity, at such other Partys expense, to segregate and remove such books and records and other materials as such Party may select. 8.8 Publicity. Neither Sellers nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or Sellers, disclosure is otherwise required by applicable Law or by the Bankruptcy Court with respect to filings to be made with the Bankruptcy Court in connection with this Agreement, provided that the Party intending to make such release shall use its best efforts consistent with such applicable Law or Bankruptcy Court requirement to consult with the other Party with respect to the text thereof. 8.9 License Agreement. At Closing, Sellers and Purchaser shall enter into intellectual property license agreements in form and substance reasonably satisfactory to Purchaser and Sellers (License Agreement), pursuant to which: (a) Sellers shall grant to Purchaser a perpetual, worldwide, non-exclusive, irrevocable, fully transferable, fully paid, royalty free license (including the right to sublicense) to Use in the Business, or in any extensions of the Business that reasonably relate 55

to the Business, all Retained IP Assets (other than the Retained IP Assets set forth on Schedule 8.9(a)), subject to the rights of Sellers to grant a license or sublicense (as applicable) to such Retained IP Assets, provided the right of Purchaser to sublicense such Retained IP Assets shall be for Use by sublicensee solely in connection with the production of instrument panels, consoles, door panels and other automotive interior plastic parts; and (b) Purchaser shall grant to Sellers a perpetual, worldwide, non-exclusive, irrevocable, fully transferable, fully paid, royalty free license (including the right to sublicense) to Use in any business of the Sellers (other than a business involving the production of instrument panels, consoles, door panels and other automotive interior plastic parts except as set forth in Schedule 8.9(b)) the Primary IP Assets (other than the Purchased Intellectual Property set forth on Schedule 8.9(b)), provided the right of Sellers to sublicense such Primary IP Assets shall be for Use by sublicensee solely in connection with such other businesses of Sellers and not for the production of instrument panels, consoles, door panels and other automotive interior plastic parts (except as necessary to comply with any previously granted rights, and as set forth on Schedule 8.9(b)). 8.10 Real Estate Matters.

(a) Purchaser may, at its option, obtain from a title insurer (Title Insurer) one or more title insurance policies at the Closing, at Purchasers cost and expense, in form reasonably acceptable to Purchaser and in such amount as Purchaser reasonably determines to be the fair market value (including all improvements thereon), insuring Purchasers and its lenders interest in the Acquired Owned Real Property and the Assumed Leased Real Property as of the Closing (the Title Policies). Sellers shall deliver to the Title Insurer such affidavits and other title clearance documents, in form and substance reasonably acceptable to the Sellers, necessary to issue the Title Policies, including endorsements thereto. (b) Purchaser may, at its option, procure at Purchasers own cost and expense, current surveys of each of the Owned Real Property, prepared by a licensed surveyor, reasonably satisfactory to Purchaser. 8.11 Environmental Reports. Purchaser may commission, at its own cost and expense, Phase I environmental reports with respect to the Owned Real Property and the Assumed Leased Real Property (the Environmental Reports). 8.12 Collective Bargaining Agreement. Purchaser shall use reasonable efforts to enter into Collective Bargaining Agreements with the unions set forth on Schedule 8.12 attached hereto covering certain transferred employees of the Business. Sellers shall provide reasonable cooperation with respect to Purchasers negotiations with such unions. 8.13 Cooperation with the PBGC. From and after the Closing Date, Purchaser shall permit the Pension Benefit Guaranty Corporation (PBGC) and its agents reasonable access during normal business hours and upon reasonable advance notice to any records then in the Purchasers possession and control related to the Employee Benefit Plans. Notwithstanding the foregoing, Purchaser shall not as a result of this Section 8.13 have any obligation to (i) retain any 56

records other than in accordance with Purchasers standard business practice (or as otherwise required hereunder), (ii) prepare, or assist the PBGC with the preparation of, any calculations or determinations required by or related to the Employee Benefits Plans, or (iii) otherwise incur any cost or expenses related to the PBGC or Employee Benefits Plans. 8.14 Cooperation with Intellectual Property Matters. For a period of twelve (12) months following the Closing, (a) at Purchasers written request, Sellers shall take all commercially reasonable actions necessary to sell, assign, convey, transfer and deliver to Purchaser (to the extent Sellers may so sell, assign, convey, transfer and deliver) Sellers rights in any Intellectual Property owned by Sellers that Purchaser establishes was an Exclusive IP Asset or Primary IP Asset, and which should have been included in the Purchased Intellectual Property delivered to Purchaser at the Closing, but which was not included on Schedules 1.1(h) and 1.1(m) respectively; and (b) at Sellers written request, Purchaser shall take all commercially reasonable actions necessary to sell, assign, convey, transfer and deliver back to Seller any Purchased Intellectual Property delivered to Purchaser at the Closing that Seller establishes was Excluded IP, and was inadvertently designated as an Exclusive IP Asset or Primary IP Asset on Schedules 1.1(h) and 1.1(m) respectively (and the Parties agree to amend such schedules accordingly). Likewise, the Parties agree to: (i) amend Schedule 1.1(j) to the extent necessary to include any IP License excluded from Schedule 1.1(j) as of the Closing Date but which IP License should have been included on Schedule 1.1(j); and (ii) amend Schedule 1.1(n) and the License Agreement to the extent necessary to add any rights in Intellectual Property that Purchaser demonstrates was a Retained IP Asset. 8.15 Execution of the Mexican Agreement and the Canadian Agreement. The Purchaser and Sellers shall each use their commercially reasonable efforts to execute and deliver, or cause their respective Affiliates to execute and deliver, the Mexican Agreement and the Canadian Agreement as soon as practicable after the date hereof, but not later than the Alternative Contracts Date. 8.16 Efforts to Identify Excluded IP. Sellers will undertake commercially reasonable efforts to identify all registrations and applications for registration of any Intellectual Property owned by a Seller that should be included in Schedule 1.1(g). 8.17 Collection of Net Tooling Proceeds.

(a) From and after the Closing, Purchaser shall, upon request of the Sellers, use its commercially reasonable efforts to assist Sellers in procuring tooling purchase orders, and otherwise obtaining payment, for any PPAP Tooling. For each PPAP Tooling item for which Sellers request Purchasers assistance hereunder, Seller shall promptly (i) reimburse Purchaser for any actual expenses incurred by Purchaser in connection with providing such assistance (whether or not Sellers realize any cash proceeds), and (ii) pay to Purchaser an amount equal to five percent (5%) of the cash proceeds (net of amounts hereafter paid to third party vendors for goods and services relating to such PPAP Tooling) obtained in connection therewith. Any such payment to Purchaser under this Section 8.17(a) shall be an administrative claim under Bankruptcy Code Section 503(b)(1).

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(b) From and after the Closing, Purchaser shall use its commercially reasonable efforts to obtain PPAP clearance, and otherwise obtain reasonably timely payment of all amounts payable by customers with respect to Non-PPAP Tooling acquired by the Purchaser on the Closing Date. (c) From and after the Closing and subject to the execution and delivery of appropriate confidentiality agreements, Purchaser shall provide Sellers (and their representatives), during normal business hours and upon reasonable advance notice, access to business and accounting records related to the PPAP Tooling and Non-PPAP Tooling sufficient to allow Sellers to audit the collection of receivables and payment of expenses related thereto. 8.18 Supply Arrangements. From and after the date hereof, Parent shall cause any of its Subsidiaries and Affiliates that are involved in supply arrangements with respect to materials, products, parts, components or similar items used in the Business, to enter into, or use their commercially reasonable efforts to cause third-party suppliers to enter into, commercially reasonable supply agreements with the Purchaser for such materials, products, parts, components or similar items effective from and after Closing. Further, Parent shall, in connection with any sale of a business or facility of Sellers as a going concern negotiated or executed after the date hereof and involving assets related to the supply arrangements described above, cause the acquiror of such business or facility to covenant and agree to enter into supply agreements with the Purchaser prior to closing of the dispositions of such business or facility, or to the extent that a supply agreement was previously executed by the Purchaser pursuant to the first sentence hereof, to accept and honor any such supply agreement. The Purchaser agrees that it shall negotiate any agreement referenced in this Section 8.18 on a commercially reasonable arms length basis. ARTICLE IX EMPLOYEES AND EMPLOYEE BENEFITS 9.1 Employment.

Sellers shall terminate all Employees on the Closing Date and Purchaser shall offer fulltime employment effective as of the Closing to the specific Employees designated by the Purchaser. Such employees who accept Purchasers offer of employment shall be referred to as the Transferred Employees; provided, however, that the terms and conditions to the transfer, if any, of the employees of Sellers Mexican and Canadian Subsidiaries will be set forth in the Mexican Agreement and the Canadian Agreement, respectively. To facilitate Purchasers obligations under this Section 9.1, upon request, Sellers shall provide Purchaser within a reasonable period prior to the Closing a true and correct list of all Employees, including with respect to any inactive Employee, the reason for such inactive status and, if applicable, the anticipated date of return to active employment. Except as otherwise specifically set forth herein, Sellers shall have no responsibility whatsoever for any liabilities or obligations that relate in any way to such Transferred Employees employment with Purchaser or termination by Purchaser.

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9.2 Employee Benefits. Effective as of the Closing Date, Purchaser shall cause each Transferred Employee who was covered under the Employee Benefit Plans immediately prior to the Closing Date to be covered under employee benefit plans, programs and arrangements maintained or established by Purchaser (the Purchaser Plans), in accordance with the terms of the Purchaser Plans. 9.3 COBRA Responsibilities. Sellers acknowledge and agree that Sellers are responsible for compliance with the continuation coverage requirements of Section 4980B of the Code and sections 601 through 608 of ERISA with respect to Employees and other individuals who are M&A qualified beneficiaries within the meaning of Treasury Regulations 54.4980B-9, Q&A-4 in connection with the Purchased Assets and the Business through the date on which Sellers terminate the group health plans maintained by Sellers, at which time, Sellers shall provide notice to Purchaser that Sellers group health plans have terminated and Sellers obligation to provide such continuation coverage shall cease in accordance with applicable law. 9.4 Mitigation of Liabilities. Sellers acknowledge and agree that, although the Purchaser will use its commercially reasonable efforts to mitigate any Liabilities of Sellers related to employee separation benefits (including, without limitation, severance obligations, pension curtailment charges and liabilities under the WARN Act) with respect to Transferred Employees, the Purchaser shall have no obligations whatsoever related to such Liabilities with respect to employees (or former employees) of Sellers who are not Transferred Employees. Sellers further acknowledge and agree that similar provisions regarding employees of Seller's Canadian and Mexican Subsidiaries shall be included in the Canadian Agreement and Mexican Agreement, respectively.

ARTICLE X CONDITIONS TO CLOSING 10.1 Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in writing in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Sellers set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with 59

by it prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Parent on behalf of Sellers, dated the Closing Date, to the forgoing effect; (c) there shall be not have occurred a material diminution (other than amortization or depreciation in the Ordinary Course of Business) in the net book value of the Other Tangible Assets as of the Closing Date relative to the net book value of the Other Tangible Assets identified on Schedule 1.1(l); (d) there shall not have occurred, or come to the attention of the Purchaser, subsequent to the Alternative Contracts Date any Material Adverse Change; (e) the Purchaser shall have obtained all Governmental Authorizations set forth on Schedule 10.1; (f) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2; and (g) the Bankruptcy Court shall have entered the Sale Order, and no stay of such order shall be in effect, and either (i) the period for the filing of a timely appeal of the Sale Order shall have passed with no appeal or motion for reconsideration having been filed or (ii) all timely filed appeals having been resolved without any reversal, vacation or modification of the Sale Order. 10.2 Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have entered into new Collective Bargaining Agreements with each of Sellers unions applicable to the Business, or have agreed to assume each of the current Collective Bargaining Agreement of Seller applicable to the Business; (c) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;

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(d) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.3; and (e) the Bankruptcy Court shall have entered the Sale Order, and no stay of such order shall be in effect. 10.3 Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Sellers in whole or in part to the extent permitted by applicable Law): (a) the Canadian Transaction shall be consummated contemporaneously with the transactions contemplated by this Agreement; (b) the Mexican Transaction shall be consummated contemporaneously with the transactions contemplated by this Agreement; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the Bankruptcy Court shall have entered the Bidding Procedures Order, in form and substance reasonably acceptable to Sellers and Purchaser; (e) all material governmental, regulatory and third party approvals, waivers or consents in connection with this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force; and (f) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted and all preconditions to closing prescribed by applicable foreign Antitrust Laws shall have been satisfied, in all cases without any conditions thereto. 10.4 Frustration of Closing Conditions. Neither Sellers nor Purchaser may rely on the failure of any condition set forth in Section 10.1, 10.2 or 10.3, as the case may be, if such failure was caused by such Partys failure to comply with any provision of this Agreement. ARTICLE XI TAXES 11.1 Transfer Taxes.

(a) Sellers shall be responsible for (and shall indemnify and hold harmless Purchaser and its directors, officers, employees, Affiliates, agents, successors and permitted assigns against) any sales, use, stamp, documentary stamp, filing, recording, transfer or similar fees or taxes or governmental charges (including any interest and penalty thereon) in 61

connection with the transfer of the Purchased Assets (collectively Transfer Taxes) payable in the United States (US Transfer Taxes). To the extent that any US Transfer Taxes are required to be paid by Purchaser (or such US Transfer Taxes are assessed against Purchaser), Sellers shall promptly reimburse Purchaser for such US Transfer Taxes. Sellers and Purchaser shall cooperate and consult with each other prior to filing any Tax Returns in respect of US Transfer Taxes; provided, Sellers may initially pay any US Transfer Taxes and, thereafter, in reliance on section 1146(c) of the Bankruptcy Code (if applicable) apply for a refund. Sellers and Purchaser shall cooperate and otherwise take commercially reasonable efforts to obtain any available refunds for US Transfer Taxes. (b) Purchaser shall be responsible for (and shall indemnify and hold harmless Sellers and their directors, officers, employees, Affiliates, agents, successors and permitted assigns against) any Transfer Taxes payable in Canada or Mexico (Non-US Transfer Taxes). To the extent that any Non-US Transfer Taxes are required to be paid by Sellers (or such Non-US Transfer Taxes are assessed against Sellers), Purchaser shall promptly reimburse Sellers for such Non-US Transfer Taxes. Sellers and Purchaser shall cooperate and consult with each other prior to filing any Tax Returns in respect of Non-US Transfer Taxes. Sellers and Purchaser shall cooperate and otherwise take commercially reasonable efforts to apply for or obtain any available relief or refunds in respect of Non-US Transfer Taxes, including, but not limited to, entering into and filing an election under section 167 of the Excise Tax Act (Canada) to relieve the transaction from goods and services tax in Canada, which election shall be completed, signed and filed in the prescribed manner and within the prescribed time. 11.2 Prorations. All real and personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the Closing Date and ends after the Closing Date, whether imposed or assessed before or after the Closing Date, shall be prorated between Sellers on the one hand and Purchaser on the other hand as of the Closing Date. If any Taxes subject to proration are paid by Purchaser, on the one hand, and Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event of a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund). 11.3 Purchase Price Allocation. The Purchase Price shall be allocated, apportioned and adjusted among the Purchased Assets in the manner specified in a proposed IRS Form 8594 to be provided by Purchaser within sixty days following the Closing Date, subject to any material and reasonable objections thereto by Sellers which shall be provided to Purchaser within thirty (30) days following Sellers receipt thereof. The Parties agree that (i) in case of any such objection by Sellers, the Purchaser and Sellers shall negotiate in good faith to promptly resolve such dispute, (ii) in any event the allocation will be agreed to by the Parties no later than ninety (90) days following the Closing Date, and (iii) the Parties shall abide by such allocation for all Tax reporting purposes.

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ARTICLE XII MISCELLANEOUS 12.1 Expenses. Except as otherwise provided in this Agreement, Sellers and Purchaser shall bear their own expenses, including attorneys fees, incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby; it being understood that Purchaser as acquiring Party, shall solely be responsible for paying the HSR Act filing fees. Notwithstanding the foregoing, in the event of any action or proceeding to interpret or enforce this Agreement, the prevailing Party in such action or proceeding (i.e., the Party who, in light of the issues contested or determined in the action or proceeding, was more successful) shall be entitled to have and recover from the non-prevailing Party such costs and expenses (including, without limitation, all court costs and reasonable attorneys fees) as the prevailing Party may incur in the pursuit or defense thereof. 12.2 Injunctive Relief. Damages at law may be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement, and, accordingly, any Party hereto shall be entitled to injunctive relief with respect to any such breach, including, without limitation, specific performance of such covenants, promises or agreements or an order enjoining a Party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement. The rights set forth in this Section 12.2 shall be in addition to any other rights which a Party may have at law or in equity pursuant to this Agreement. Sellers and Agent will not object to Purchaser asserting that it has standing to enforce the Bidding Procedures Order and to be heard as to what Competing Bid, if any, is the highest and best offer. 12.3 Submission to Jurisdiction; Consent to Service of Process.

(a) Without limiting any Partys right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the State of Michigan and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(b) Each of the Parties hereby consents to process being served by any Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.7. 12.4 Waiver of Right to Trial by Jury. Each Party to this Agreement waives any right to trial by jury in any action, matter or proceeding regarding this Agreement or any provision hereof. 12.5 Entire Agreement; Amendments; Waivers and Conflicts. This Agreement (including the schedules and exhibits hereto) and the Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The Parties acknowledge and agree that (i) a portion of the Business is conducted by the Foreign Subsidiaries and (ii) the Foreign Subsidiaries own or lease a portion of the Purchased Assets. Therefore, unless the context otherwise clearly requires, the Parties agree that for purposes of Article V of this Agreement (i) the term Sellers as used in this Agreement includes the Foreign Subsidiaries and (ii) the Sellers shall cause the Foreign Subsidiaries to take (or use commercially reasonable or other efforts to take, as applicable), or refrain from taking (or use commercially reasonable or other efforts to refrain from taking, as applicable) actions that the Sellers are required to take (or otherwise use commercially reasonable or other efforts to take, as applicable) or refrain from taking (or otherwise use commercially reasonable or other efforts to refrain from taking, as applicable) hereunder. In the event of any conflict between the terms, conditions and provisions of this Agreement and the terms, conditions and provisions of the Canadian Agreement and the Mexican Agreement with respect to Employees and Purchased Assets located in Canada and Mexico, the terms, conditions and provisions of the Canadian Agreement or the Mexican Agreement, as applicable, shall control. 12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the Bankruptcy Code and to the extent not consistent with the Bankruptcy Code, the laws of the State of Michigan applicable to contracts made and performed in such State. 12.7 Notices. Except as set forth in Section 2.5(d), all notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses 64

and facsimile numbers (or to such other address or facsimile number as a Party may have specified by notice given to the other Party pursuant to this provision): If to any Seller, to: Collins & Aikman Corporation 26553 Evergreen Road, Suite 900 Southfield, Michigan 48076 Attn: General Counsel Telephone: (248) 824-1762 Facsimile: (248) 824-1882 with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, New York 10022 Attn: Richard M. Cieri Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Attn: David L. Eaton Ray C. Schrock Telephone: (312) 861-2000 Facsimile: (312) 861-2200 If to Purchaser, to: Cadence Innovation LLC 977 E. 14 Mile Road Troy, Michigan 48083 Attn: Stuart H. Kupinsky Telephone: (248) 457-4754 Facsimile: (248) 585-1684

65

with a copy to (which shall not constitute notice): Ropes & Gray LLP One International Place Boston, Massachusetts 02110 Attn: D. Ross Martin Telephone: (617) 951-7266 Facsimile: (617) 951-7050 and Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, Illinois 60661 Attn: Howard Lanznar Telephone: (312) 902-5696 Facsimile: (312) 902-1061 12.8 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. 12.9 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, including in the case of Sellers, the trusts created under any chapter 11 plan of Sellers in the Bankruptcy Case; provided, that, once established, the Post Consummation Trust established under a chapter 11 plan of the Sellers shall be the successor of the Sellers for any and all payments from Purchaser to Sellers and any and all pending or potential causes of action for payments from Purchaser to Sellers under the Agreement. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a Party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by Sellers or Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, that Purchaser may assign this Agreement and/or its right hereunder, in each case in whole or in part, to one or more Affiliates without the consent of Sellers. No assignment of any obligations hereunder shall relieve the Parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to Purchaser, in whole or in part (as applicable) shall also apply to any such assignee unless the context otherwise requires. 12.10 Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner or equityholder of any Seller (other than a Seller that is an equityholder of another Seller) shall have any liability for any obligations or liabilities of Sellers under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

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12.11 Release. Except as provided in the following sentence, upon Closing, Sellers and the Sellers estates shall be deemed to release, discharge and acquit each of the Purchaser, the officers, directors, equityholders, agents, professionals, representatives, employees, subsidiaries and Affiliates of each, and each of the successors, assigns, heirs, and representatives of each (collectively, the Purchaser Released Parties) and the Purchaser shall be deemed to release, discharge and acquit each of the Sellers, the officers, directors, equityholders, agents, professionals, representatives, employees, subsidiaries and Affiliates of each, and each of the successors, assigns, heirs, and representatives of each (collectively, the Seller Released Parties) from any and all claims, rights, demands, injuries, debts, damages, liabilities, omissions, contracts, agreements, actions, and causes of action related to the transactions contemplated by this Agreement, whether at law or in equity, and whether based on contract, tort, or otherwise, known or unknown, suspected or unsuspected, of every kind and nature, which Sellers or their successors, assigns, heirs, and representatives at any time had, now have, or hereafter can or may have against any of the Purchaser Released Parties, or which Purchaser or its successors, assigns, heirs, and representatives at any time had, now have, or hereafter can or may have against any of the Seller Released Parties, as appropriate, in any way arising from or related to any action or inaction in connection with the transactions contemplated by this Agreement of any of the Purchaser Released Parties or Seller Released Parties, as appropriate, to the extent that such claims, rights, demands, injuries, debts, damages, liabilities, omissions, accounts, contracts, agreements, actions, and causes of action arise out of any action or inaction by any of the Purchaser Released Parties or Seller Released Parties, as appropriate, relating to actions taken or inaction to date or in the future may be taken or not taken including, without limitation, any claim based upon gross negligence or willful misconduct. The releases provided in this Section 12.11 do not extend to any claims, rights or causes of action related to breaches of this Agreement or any agreement entered into in connection herewith. 12.12 Termination of Representations and Warranties. All representations and warranties made by Sellers in this Agreement shall terminate on the Closing Date upon the purchase of the Purchased Assets by Purchaser and Sellers shall have no liability after the Closing Date for any breach of any representation or warranty. 12.13 Supplementation and Amendment of Schedules. (a) The Parties may, at their respective options, include in the Schedules or the Purchaser Schedules, as the case may be, items that are not material to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. (b) From time to time prior to the Alternative Contracts Date, either the Sellers or the Purchaser shall have the right to add, supplement, modify or amend any Schedules, in the case of the Sellers, or any Purchaser Schedules, in the case of the Purchaser, or add schedules thereto in order to modify provisions or representations that did not previously have a schedule associated therewith with respect to any matter; provided, however, that Schedule 4.4 shall be agreed upon between the Parties on or before April 6, 2007. All such additions, supplements or amendments shall be deemed to be incorporated in, 67

and made a part of, the Schedules or the Purchaser Schedules, as the case may be, as of the date hereof. 12.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 12.15 Confidential Treatment. To the extent necessary, Sellers shall seek a reasonable protective order from the Bankruptcy Court to effectuate this provision. If the Sellers or Purchaser reasonably believe that information to be listed on any of the Schedules contains competitively sensitive, proprietary, confidential or other information that the Parties agree should remain confidential, such information shall be listed on a Schedule to remain confidential subject to reasonable confidentiality agreements or protective orders, with a reference to the Schedule on which such information would be listed but for the desire to keep such information confidential. Inclusion of any information on such confidential Schedule shall be deemed to be included on the Schedule so referenced.

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IN WITNESS WHEREOF, the Parties hereto have caused this Asset Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above. PURCHASER CADENCE INNOVATION LLC By: /s/ Jerry L. Mosingo Name: Jerry L. Mosingo Title: Chief Executive Officer SELLERS COLLINS & AIKMAN CORPORATION By: /s/ John Boken Name: John Boken Title: Chief Restructuring Officer COLLINS & AIKMAN PRODUCTS CO. By: /s/ John Boken Name: John Boken Title: Authorized Signatory COLLINS & AIKMAN AUTOMOTIVE EXTERIORS INC. By: /s/ John Boken Name: John Boken Title: Authorized Signatory COLLINS & AIKMAN AUTOMOTIVE INTERIORS INC. By: /s/ John Boken Name: John Boken Title: Authorized Signatory

EXHIBIT D

BIDDING PROCEDURES Set forth below are the bidding procedures (the Bidding Procedures) to be employed with respect to the transactions contemplated by the Asset Purchase Agreement, by and among Cadence Innovation LLC (the Proposed Purchaser) and Collins & Aikman Corporation, Collins & Aikman Products Co., Collins & Aikman Automotive Exteriors Inc. and Collins & Aikman Automotive Interiors Inc. (collectively, the Sellers), dated as of March 30, 2007 (as amended from time to time, the Asset Purchase Agreement),1 concerning the prospective sale (the Sale) of certain of the assets and business operations of the Interiors Plastics Group of the Sellers (as defined more specifically in the Purchase Agreement, the Purchased Assets). The Sellers have moved for, and will seek, entry of an order by the Bankruptcy Court authorizing and approving the Sale to a party that the Sellers determine to have made the highest or otherwise best offer for the Purchased Assets. The Bidding Process Set forth below is the general process to be employed by the Sellers with respect to the Sale of the Purchased Assets: (a) Following entry of the Bidding Procedures Order, the Sellers shall market the Purchased Assets to those parties reasonably known by the Sellers to have a potential interest in purchasing the Purchased Assets. Any person interested in making an offer to purchase the Purchased Assets shall comply with these Bidding Procedures. Only Qualified Bids (as defined below) shall be considered by the Sellers. If the Sellers receive a Qualified Bid in addition to the Purchase Agreement, the Sellers will conduct an auction (the Auction) as set forth below. At the conclusion of the Auction, or promptly following the Bid Deadline if no Qualified Bids are received by the Sellers other than the Asset Purchase Agreement, the Sellers shall determine, after consulting with the agent for the Debtors senior, secured prepetition agent (the Prepetition Agent) and the official committee of unsecured creditors (the Committee), the party (the Successful Bidder) submitting the highest or otherwise best bid (the Successful Bid). In determining the Successful Bid, the Sellers shall consider, among other things, the total consideration to be received by their estates as well as other financial and contractual terms relevant to the Sale, including those factors affecting speed and certainty of consummating the Sale.

(b) (c) (d) (e)

(f)

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Asset Purchase Agreement.

K&E 11700330.5

(g)

Upon failure to consummate the Sale because of a breach on the part of the Successful Bidder after an order entered at or after the Sale Hearing, the Sellers shall be permitted to select, after consulting with the Prepetition Agent and the Committee, the next highest or otherwise best bid to be the Successful Bid and to consummate such transaction without further order of the Bankruptcy Court. Participation Requirements

Unless otherwise ordered by the Bankruptcy Court for cause shown, to participate in the sale process, each bidder shall deliver (unless previously delivered) to the Sellers: (a) (b) an executed confidentiality agreement in form and substance satisfactory to the Sellers; and current audited financial statements or other financial information of the bidder, or, if the bidder is an entity formed for the purpose of acquiring the Purchased Assets, current audited financial statements or other financial information of the equity holder(s) of such bidder, or such other form of financial disclosure acceptable to the Sellers, demonstrating such bidders ability to close the proposed transaction and to provide adequate assurance of future performance to counterparties to any executory contracts and unexpired leases to be assumed and assigned.

A Potential Bidder is a bidder that delivers the documents described in subparagraphs (a) and (b) above and that the Sellers determine, after consulting with the Prepetition Agent and the Committee, is reasonably likely (based on the availability of financing, experience and other considerations) to submit a bona fide offer and to be able to consummate the Sale if selected as the Successful Bidder. After consulting with the Prepetition Agent and the Committee, the Sellers shall notify bidders in writing, whether such bidder is a Potential Bidder. At the same time that the Sellers notify the bidder that it is a Potential Bidder, the Sellers may allow the Potential Bidder to conduct due diligence with respect to the assets in accordance with these Bidding Procedures. Due Diligence The Sellers may afford each Potential Bidder due diligence access to the Purchased Assets. The Sellers designate KZC Services, LLC to coordinate all reasonable requests for additional information and due diligence access from such bidders. The Sellers shall not be obligated to furnish any due diligence information after the Bid Deadline (as defined herein).

2
K&E 11700330.5

Bid Requirements Prior to the Date of the Auction All Qualified Bids must include the following documents (the Required Bid Documents): (a) An executed copy of an asset purchase agreement (the Qualified Bidder Asset Purchase Agreement) including schedules and exhibits all marked to reflect changes to the Asset Purchase Agreement for the purchase of the Purchased Assets as is, where is, which shall remain irrevocable until the earlier of (i) two business days after the Purchased Assets have been disposed of pursuant to these Bidding Procedures and (ii) June 30, 2007; The Qualified Bidder Asset Purchase Agreement shall provide for (i) a cash purchase price no less than the sum of (a) the Purchase Price plus (b) $3,000,000 (representing the Expense Reimbursement) plus (c) $1,000,000 and (ii) the assumed liabilities to be no less than the Assumed Liabilities that would otherwise be postpetition liabilities even in the event of the rejection of contracts provided by the Proposed Purchaser; Financial and other information setting forth adequate assurance of future performance under section 365 of the Bankruptcy Code in a form requested by the Sellers to allow the Sellers to serve such information within one business day after such receipt on counterparties to any executory contracts and unexpired leases being assigned in connection with the proposed transaction that have requested, in writing, such information; A good faith cash deposit (the Good Faith Deposit) in the form of a bank or certified check (or other form acceptable to the Sellers in their sole discretion) payable to the order of Collins & Aikman Corporation (or such other party as the Sellers may determine to hold such funds in escrow) in an amount equal to at least 5% of the cash purchase price included in the Asset Purchase Agreement; notwithstanding the foregoing, the Proposed Purchaser shall not be required to submit a Good Faith Deposit.; and A written statement that the bid is not conditioned on (i) obtaining financing or other financing contingencies or (ii) the outcome of unperformed due diligence by the bidder or any other due diligence contingencies.

(b)

(c)

(d)

(e)

A bid received from a Potential Bidder that includes all of the Required Bid Documents and otherwise meets all of the above requirements is a Qualified Bid. Additionally, a credit bid by the holder of a lien on equipment and related property at one or more plants shall not be a Qualified Bid if such bid would make the sale of the remainder of the property at such plant(s) and the related business reasonably impracticable at what would otherwise be the highest and best terms available to the Debtors estates.

3
K&E 11700330.5

Bid Deadline A Potential Bidder that desires to make a bid shall deliver written copies of its bid on or before 4:00 p.m. prevailing Eastern Time on May 3, 2007, which deadline the Sellers may extend in their sole discretion (including the extension, the Bid Deadline), to: Counsel to the Debtors David L. Eaton Ray C. Schrock Marc J. Carmel Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 Investment Bankers to the Debtors James C. Penman Donnelly Penman & Partners 17160 Kercheval Avenue Grosse Pointe, Michigan 48230-1661 Telephone: (313) 393-3056 Facsimile: (313) 446-9955

The Sellers shall distribute a copy of each bid to counsel for the Prepetition Agent, counsel for the Committee and counsel to the Proposed Purchaser, which copy to the Proposed Purchaser shall be in accordance with the Asset Purchase Agreement. After the Bid Deadline, the Sellers shall determine, after consulting with the Prepetition Agent and the Committee, which of the Qualifying Bids is likely to result in the highest or otherwise best value to the Sellers. Bidding Rules The Auction shall proceed with an initial minimum overbid of $4,000,000 in excess of the Purchase Price and minimum additional increments of $500,000 (the Overbid Protections). Auction If the Sellers receive a Qualified Bid in addition to the Asset Purchase Agreement by the Bid Deadline, the Sellers will conduct an Auction. The Auction shall take place at Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022 on May 7, 2007 commencing at 10:00 a.m. prevailing Eastern Time. Subject to the Reservation of Rights set forth below, the Auction shall be governed by the following procedures: (a) (b) (c) Only a bidder who has submitted a Qualified Bid (including the Proposed Purchaser) shall be eligible to participate at the Auction. Each bidder shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the Sale. Bidding shall commence at the amount of the highest Qualifying Bid submitted prior to the Auction and each bidder shall then be permitted to increase its bid consistent with the Overbid Protections.

4
K&E 11700330.5

(d) (e)

The Auction shall be conducted openly and each bidder shall be informed of the terms of the previous bid. The Auction shall continue until there is only one offer that the Sellers determine, after consulting with the Prepetition Agent and the Committee, is the highest or otherwise best offer from among the bids submitted by the Proposed Purchaser and the other bidders at the Auction. In making this determination, the Sellers may consider, among other things, (i) the amount of the purchase price, (ii) the form of consideration being offered, (iii) the likelihood of the bidders ability to close a transaction and the timing thereof and (iv) the net benefit to the Sellers estates, which bid shall be designated the Successful Bid. The Sellers shall present the Successful Bid to the Bankruptcy Court for approval at the Sale Hearing. Within one business day after adjournment of the Auction, the Successful Bidder shall complete and execute all agreements, contracts, instruments or other documents evidencing and containing the terms and conditions upon which the Successful Bid was made. Acceptance of Qualified Bid

(f)

The Sellers presently intend to sell the Purchased Assets to the party submitting the highest or otherwise best Qualified Bid. The Sellers presentation to the Bankruptcy Court for approval of a particular Qualified Bid does not constitute the Sellers acceptance of the bid. The Sellers shall be deemed to have accepted a bid only when the bid has been approved by the Bankruptcy Court at the Sale Hearing. Sale Hearing The Sale Hearing shall take place in the courtroom of Honorable Steven W. Rhodes in the United States Bankruptcy Court, 211 W. Fort Street, Detroit, Michigan 48226 on May 10, 2007 at 2:00 p.m. prevailing Eastern Time. The Sale Hearing may be adjourned or rescheduled without notice by an announcement of the adjourned date at the Sale Hearing or otherwise. At such Sale Hearing, the Sellers shall present the Successful Bid to the Bankruptcy Court for approval. Following the Sale Hearing, if such Successful Bidder fails to consummate an approved sale because of a breach or failure to perform on the part of such Successful Bidder, (a) the next highest or otherwise best Qualified Bid, as disclosed at the Sale Hearing, shall be automatically deemed to be the Successful Bid, (b) such bidder shall be subject to these Bidding Procedures as if such bidder were originally determined to be the Successful Bidder and (c) the Sellers shall be authorized to consummate such sale without further order of the Bankruptcy Court. Return of Good Faith Deposit Good Faith Deposits of all bidders shall be held in escrow until the earlier of (a) three business days after all assets upon which the bidder is bidding have been disposed of pursuant to these Bidding Procedures and (b) July 1, 2007. If a Successful Bidder fails to close the Sale, 5
K&E 11700330.5

such partys Good Faith Deposit shall be forfeited to, and retained irrevocably by, the Sellers, and the Sellers specifically reserve the right to seek all appropriate additional damages from such Successful Bidder. Reservation of Rights The Sellers may in their sole discretion, after consulting with the Prepetition Agent and the Committee, modify these Bidding Procedures or impose, at or prior to the Auction, additional customary terms and conditions on the Sale of the Purchased Assets.

6
K&E 11700330.5

EXHIBIT E

K&E 11715043.3

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

NOTICE OF SALE OF ASSETS OF DEBTORS INTERIORS PLASTICS GROUP FREE AND CLEAR OFF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS PLEASE TAKE NOTICE that on May 10, 2007, at 2:00 p.m. prevailing Eastern Time, the above-captioned debtors (collectively, the Debtors), by their counsel, shall appear before the Honorable Steven W. Rhodes at the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division (the Bankruptcy Court), 211 West Fort Street, Suite 2100, Detroit, Michigan 48226, or as soon thereafter as counsel may be heard, and present the Debtors Motion for the Entry of Orders Approving Bidding Procedures, Sale of Certain of the Assets of Debtors Interiors Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests and Related Relief [Docket No. _____] (the Sale Motion). PLEASE TAKE FURTHER NOTICE that on April 2, 2007, the Debtors filed the Sale Motion, which seeks, among other things, the entry of an order by the Bankruptcy Court: (a) approving (i) the asset purchase agreement (the Asset Purchase Agreement) by and between the Debtors and Cadence Innovation LLC (the Proposed Purchaser) or (ii) such other purchase agreement between the Debtors and the successful bidder (the Successful Bidder) at the auction; (b) authorizing the sale (the Sale) of certain of the assets of the Debtors Interiors
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. 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 11715043.3

Plastics Group (as further identified in the Asset Purchase Agreement, the Purchased Assets) free and clear of all liens, claims, encumbrances and other interests (collectively, the Liens); (c) authorizing the potential assumption and assignment of certain executory contracts and unexpired leases, as identified in Exhibit 1 attached hereto (collectively, the Assumed Agreements), in connection therewith; and (d) granting related relief. PLEASE TAKE FURTHER NOTICE that the terms and conditions of the proposed Sale of the Purchased Assets are set forth in the Asset Purchase Agreement attached to the Sale Motion. The Asset Purchase Agreement represents the result of extensive marketing efforts conducted by the Debtors to obtain the highest and best offer for the Purchased Assets. A summary of the key provisions of the Asset Purchase Agreement is as follows:2 Provision Cash Purchase Price Resolution of Certain of the Debtors Obligations Description $68 million, subject to certain adjustments. Resolution of the Debtors obligations (a) to an affiliate of General Electric Capital Corporation related to the Debtors facility in Hermosillo, Mexico with a face amount of obligations of approximately $76 million plus (b) to General Electric Capital Corporation and Textron Financial Corporation (or their affiliates) related to equipment that is the subject of various financing arrangements with a face amount of obligations of approximately $10 to $20 million. All of the Debtors right, title and interest (including indirect and other forms of beneficial ownership) in the properties, assets and rights of every kind and nature related to the Interiors Plastics Group, wherever located or by whomever possessed, but excluding the Excluded Assets. The Purchased Assets do not include: (a) any and all rights under the Asset Purchase Agreement, claims, counterclaims, demands and causes of action of Sellers, including, without limitation, avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Sellers arising under Chapter 5 of the Bankruptcy Code; (b) any and all rights under all leases other than the Assumed Leases and all Contracts other than the Assumed Contracts, including any accounts receivable arising out of or in connection with any Contracts other than the Assumed Contracts; (c) all billed Accounts Receivable; (d) all Sellers right, title and interest to payments from customers in respect of PPAP Tooling; (e) any and all instruments, receivables for services performed prior to the Closing Date, letters of credit

Purchased Assets

Excluded Assets

To the extent of any inconsistencies between this summary and the terms of the Asse t Purchase Agreement, the Asset Purchase Agreement shall govern.

2
K&E 11715043.3

Provision

Description proceeds, tax refunds and accounts, in each case relating to any other Excluded Assets; (f) any and all (i) cash and cash equivalents, including the Purchase Price, (ii) letters of credit, (iii) prepaid payroll and withholding taxes, (iv) prepaid insurance, including any assets related to self-insurance plans, (v) retainers for legal, financial and other professionals funded by or on behalf of Sellers, (vi) equity or debt interests in subsidiaries, (vii) vendor rebates and other amounts due from vendors as a result of overpayments or returns, (viii) deferred income taxes, and (ix) Deposits other than as set forth on Schedule 2.1(a)(vii) of the Asset Purchase Agreement; (g) any of Sellers rights, title and interest in any surcharges, true-ups, administrative expenses, severance, engineering costs, professional fees and other amounts due under the Customer Agreement including any true-ups or payments related to the purchase of inventory under the Customer Agreement; (h) all rights (i) under Sellers insurance policies relating to the Business (including, without limitation, health insurance, workers compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Excluded Assets; (i) all Excluded IP Assets and Retained IP Assets; (j) any: (i) confidential personnel and medical records pertaining to any Employee who is not hired by Purchaser; (ii) books and records that the Sellers are required by Law to retain or that the Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements and corporate or other entity filings; provided, that Purchaser shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; (iii) any information management systems of the Sellers, other than those used or held for use primarily in the conduct of the Business; and (iv) minute books, stock ledgers and stock certificates of Parent or any of its Subsidiaries; (k) any claim, right or interest of the Sellers in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date; (l) any rights, claims or causes of action of the Sellers against third parties relating to assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date or included in Schedule 2.1(b)(i) of the Asset Purchase Agreement; (m) all GE-Textron Equipment; provided, that if Purchaser enters into an Alternative Agreement with respect to any or all of the GE-Textron

3
K&E 11715043.3

Provision

Assumed Liabilities

Description Equipment, the equipment covered by any such Alternative Agreement shall not be Excluded Assets; (n) Sellers rights, title and interests in any assets not primarily related to the Business or included in Section 2.1(b)(i) of the Asset Purchase Agreement; (o) any intercompany accounts receivables owed to any Sellers by any Affiliate of the Sellers, including distributions from Sellers European Affiliates; (p) all Employee Benefit Plans including Sellers rights, title and interests in any (i) assets related to a defined benefit or defined contribution retirement plan, and (ii) assets related to non-qualified deferred compensation plan (except to the extent related Liabilities of such Employee Benefit Plans are agreed to be assumed by Purchaser); (q) escrow amounts related to workers compensation claims; (r) assets related to a medical or retiree medical plan; (s) any of Sellers rights, title and interests in assets (other than Intellectual Property, which is addressed in Section 2.2(i) of the Asset Purchase Agreement) (i) primarily related to the carpet and acoustics division (also known as the soft trim division), (ii) primarily related to the Sellers convertibles business, (iii) primarily related to the Sellers exteriors business, or (iv) except for such assets primarily related to the Acquired Programs (unless the Proposed Purchaser has entered into a reasonably acceptable supply agreement pursuant to Section 8.18 of the Asset Purchase Agreement), or except as listed on Schedule 2.2(s) of the Asset Purchase Agreement, located at Sellers Belvidere, Windsor, St. Louis, Americus, Evart or Columbia facilities; (t) any of Sellers rights to receive payments or reimbursements related to the Ford V229 commercial issue, and the rights to receive payments with respect to the commercial issue(s) set forth on Schedule 4.4 of the Asset Purchase Agreement (subject to any limitations set forth on such schedule); (u) the note receivable from Johnson Controls Inc. with respect to Sellers Scarborough facility; (v) all Trademarks and Internet domain names owned by Sellers that include the names Collins & Aikman or C&A, and any derivatives thereof, except as provided in a transition services agreement; and (w) assets listed on Schedule 2.2 of the Asset Purchase Agreement. As of the Closing, the Proposed Purchaser shall assume the following Liabilities: (a) all Liabilities of Sellers under the Assumed Agreements first arising after the Closing and not pertaining to a pre-Closing failure to perform, breach or other event, and the Compromised Liabilities; (b) all other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees arising after the Closing and not pertaining to a pre-Closing event; (c) all Liabilities relating to

4
K&E 11715043.3

Provision

Description amounts required to be paid by the Proposed Purchaser in the Asset Purchase Agreement; (d) Liabilities with respect to downward price differentials related to Accrued Engineering Changes, which for the avoidance of doubt, shall be processed and paid by the Propose Purchaser; (e) all Liabilities under accounts payable with respect to Development Tooling, but only to the extent that the aggregate assets recoverable from the customers are adequate to satisfy such Liabilities in the aggregate; and (f) the Liabilities, if any, set forth on Schedule 2.3 to the Asset Purchase Agreement. All Liabilities other than Assumed Liabilities. The Asset Purchase Agreement may be terminated by the Proposed Purchaser and/or the Sellers upon the occurrence of a variety of circumstances as set forth in Section 4.4 of the Asset Purchase Agreement, including, without limitation, (a) the Proposed Purchaser is not satisfied with its due diligence inquiry by April 17, 2007, (b) the Proposed Purchaser fails to enter into Alternative Contracts on terms acceptable to the Sellers by April 17, 2007, (c) the occurrence of a material adverse effect on the Purchased Assets, the business, operations, assets, liabilities, prospects or condition of the Interiors Plastics Group or the Sellers ability to consummate the transactions contemplated under the Asset Purchase Agreement, (d) the Proposed Purchaser fails to enter into a memorandum of understanding with respect to each of the Sellers unions covered under the Collective Bargaining Agreement by April 17, 2007 and (e) the Proposed Purchaser shall fail to obtain all necessary consents from Original Equipment Manufacturer customers by April 17, 2007. In the event after entry of the Bidding Procedures Order, the Asset Purchase Agreement is terminated and Sellers (A) accept a bid, other than that of the Proposed Purchaser, as the highest and best offer or (B) sell, transfer, lease or otherwise dispose directly or indirectly, including through an asset sale, stock sale, merger, reorganization or other similar transaction (by any Seller or otherwise), all or substantially all of the Purchased Assets in a transaction or series of transactions to a party or parties other than the Proposed Purchaser for higher and better consideration than the consideration provided for in the Asset Purchase Agreement within six months from the date hereof, Sellers shall pay the Proposed Purchaser (to the extent not previously reimbursed) an amount equal to the reasonable, out-of-pocket documented costs and expenses incurred by Proposed Purchaser in connection with its due diligence investigation of the Business and the negotiation

Excluded Liabilities Termination Events

Expense Reimbursement

5
K&E 11715043.3

Provision

Closing

Description and execution of the Letter of Intent, the Asset Purchase Agreement and furtherance of the transactions contemplated hereby, up to a maximum amount of costs and expenses equal to $3,000,000 on terms set forth in the Bidding Procedures Order; provided, however, that no expense reimbursement shall be payable if, at the time of the termination of the Asset Purchase Agreement, Proposed Purchaser had not entered into the Alternative Contracts acceptable to Sellers. The Closing shall take place at the offices of Kirkland & Ellis LLP located at 200 East Randolph Drive, Chicago, Illinois (or at such other place as the Parties may designate in writing) at 10:00 a.m. (New York City time) on the first Business Day following the satisfaction or waiver of the conditions set forth in Article X of the Asset Purchase Agreement are satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the Parties.

PLEASE TAKE FURTHER NOTICE that the Sale Motion also seeks the entry of an order (a) approving bidding procedures (the Bidding Procedures) and expense reimbursement, (b) approving the form and manner of notice, (c) scheduling an auction (the Auction) and sale hearing and (d) approving procedures for determining cure amounts (the Bidding Procedures Relief). A hearing on the Bidding Procedures Relief was held before the Bankruptcy Court on April 12, 2007, at which time the Court entered an order approving the Bidding Procedures Relief [Docket No. ____] (the Bidding Procedures Order). PLEASE TAKE FURTHER NOTICE that a copy of the Bidding Procedures and Bidding Procedures Order is being served on you concurrently with this Notice. The Bidding Procedures Order establishes the Bidding Procedures that govern the manner in which the Purchased Assets are to be sold. PLEASE TAKE FURTHER NOTICE that a copy of the Sale Motion (including a copy of the Asset Purchase Agreement) may be obtained by written request made to counsel to the Debtors, Kirkland & Ellis LLP, Attn: Ray C. Schrock, Esq., 200 E. Randolph Drive, Chicago, Illinois 60601, Telephone 312-861-2000, Facsimile 312-861-2200. The Sale Motion also may be viewed by accessing the website of the Debtors notice and claims agent, Kurtzman Carson Consultants, LLC, at www.kccllc.net/collinsaikman. PLEASE TAKE FURTHER NOTICE that, pursuant to the Sale Motion and section 365 of the Bankruptcy Code, the Debtors request authority to potentially assume and assign the Assumed Agreements, as identified on Exhibit 1 attached hereto, to the Proposed Purchaser or any Successful Bidder, as applicable, and that upon such assumption and assignment the Debtors shall be relieved of any liability under such Assumed Agreements arising after the Closing.

6
K&E 11715043.3

PLEASE TAKE FURTHER NOTICE that you may have been identified as a counterparty to an Assumed Agreement identified on Exhibit 1 attached hereto that may potentially be assumed and assigned to the Proposed Purchaser or the Successful Bidder, and Exhibit 1 attached hereto provides information regarding the proposed cure amount relating to such Assumed Agreement. PLEASE TAKE FURTHER NOTICE that, in accordance with the terms of the Bidding Procedures Order, the Auction will be conducted at Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022, or at another location as may be timely disclosed by the Debtors to Potential Bidders (as that term is defined in the Bidding Procedures), on May 7, 2007 at 10:00 a.m. prevailing Eastern Time. Only parties that have submitted a Qualifying Bid by no later than May 3, 2007 at 4:00 p.m. prevailing Eastern Time will be permitted to participate in and/or make any statements on the record at the Auction. PLEASE TAKE FURTHER NOTICE that a hearing (the Sale Hearing) will be held to confirm the results of the Auction, approve the Sale of the Purchased Assets to the Proposed Purchaser or the Successful Bidder, and approve the other relief requested in the Sale Motion before the Honorable Steven W. Rhodes, United States Bankruptcy Judge, in the Bankruptcy Court, 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 on May 10, 2007 at 2:00 p.m. prevailing Eastern Time, or at such time thereafter as counsel may be heard. The Sale Hearing may be adjourned from time to time without further notice to creditors or parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing. PLEASE TAKE FURTHER NOTICE that in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294] (the Case Management Procedures"), if you wish to object to the Sale Motion, including any objections to the proposed potential assumption and assignment of the Assumed Agreement as identified on Exhibit 1 attached hereto and objections relating to cure amounts and/or adequate assurances of future performance by the Proposed Purchaser, or if you want the Court to otherwise consider your views on the Motion, no later than May 4, 2007 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice (the Objection Deadline), you or your attorney must file with the court a written response, explaining your position at:3 United State Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so that the Court will receive it on or before the Objection Deadline.

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

7
K&E 11715043.3

PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before the Objection Deadline, in accordance with the Case Management Procedures, including to:

8
K&E 11715043.3

Co-Counsel for the Debtors Kirkland & Ellis LLP Attn: Richard Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile (212) 446-4900 E-mail: rcieri@kirkland.com -andKirkland & Ellis LLP Attn: David L. Eaton Ray Schrock Marc Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile (312) -861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com Counsel for Prepetition Lenders Wachtell, Lipton, Rosen & Katz Attn: Harold S. Novikoff 51 West 52nd Street New York, New York 10019 Facsimile: (212) 403-2249 E-mail: hsnovikoff@wlrk.com -andDykema Gossett PLLC Attn: Ronald L. Rose 400 Renaissance Center Detroit, Michigan 48423 Facsimile: (313) 568-6545 E-mail: rrose@dykema.com

Co-Counsel for the Debtors Carson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com

PLEASE TAKE FURTHER NOTICE that failure of the non-debtor parties to the Assumed Agreements as identified on Exhibit 1 attached hereto to object to the assumption and assignment of the applicable Assumed Agreements, including any objections to their proposed

9
K&E 11715043.3

cure amount or adequate assurance of future performance by the Proposed Purchaser, prior to the Objection Deadline (or to such other Successful Bidder other than the Proposed Purchaser in accordance with the procedures and deadlines set forth above) shall be deemed an acceptance of the relief requested in the Sale Motion with respect to such Assumed Agreements. PLEASE TAKE FURTHER NOTICE that the failure of any person or entity to file an objection on or before the Objection Deadline shall be deemed a consent to the Sale of the Purchased Assets to the Proposed Purchaser or the Successful Bidder and the other relief requested in the Sale Motion, and be a bar to the assertion, at the Sale Hearing or thereafter, of any objection to the Sale Motion, the Auction, the Sale of the Purchased Assets or the Debtors consummation and performance of the Asset Purchase Agreement (including, without limitation, the transfer of the Purchased Assets and the Assumed Agreements free and clear of all Liens and assumption and assignment of the Assumed Agreements). PLEASE TAKE FURTHER NOTICE that this Notice of the Auction and the Sale Hearing is subject to the full terms and conditions of the Sale Motion, the Bidding Procedures Order and the Bidding Procedures, which shall control in the event of any conflict, and the Debtors encourage parties in interest to review such documents in their entirety.

10
K&E 11715043.3

Dated: _______, 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

11
K&E 11715043.3

EXHIBIT 1

K&E 11715043.3

COUNTERPARTY

COUNTERPARTY CONTACT

DESCRIPTION OF AGREEMENT

CURE AMOUNT

1.

2.

3.

4.

5.