IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

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

(collectively, the Debtors) for the entry of an order (i) approving an asset purchase agreement by and among Collins & Aikman Automotive Interiors, Inc. and Engineered Plastics Components, Inc. (the Purchaser), substantially in the form attached to the Motion as Exhibit B (the Purchase Agreement), for the sale of the Acquired Assets (as defined in the Purchase
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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Agreement) to the Purchaser free and clear of liens, claims, encumbrances and other interests (the Sale); (ii) approving the assumption and assignment of the Assumed Contracts in connection therewith; (iii) waiving the stays imposed by Bankruptcy Rules 6004(g) and 6006(d) of the sale and the assignment of the Assumed Contracts, respectively; and (iv) granting certain other related relief; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157; it appearing that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of the Motion and the opportunity for a hearing on the Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby: FOUND AND CONCLUDED THAT: A. Good and sufficient reasons for approval of the Sale to the Purchaser under the

terms of the Purchase Agreement have been articulated, and the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest. B. The Debtors have demonstrated both: (a) good, sufficient and sound business

purposes and justification; and (b) compelling circumstances for the Sale other than in the ordinary course of business, pursuant to section 363(b) of the Bankruptcy Code. The

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

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

(a) is fair and reasonable; (b) is the highest and best offer for the Acquired Assets and the Businesses; (c) will provide a greater recovery for the Debtors estates than would be provided by any other practical, available alternative; and (d) constitutes reasonably equivalent value and fair consideration for the Acquired Assets and the Business. D. The form and manner of notice of the Sale of the Business and the

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

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

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

Purchaser free and clear of all liens, claims, encumbrances and other interests pursuant to section 363(f) of the Bankruptcy Code, with all such liens, claims, encumbrances and other interests attaching only to the sale proceeds in the same validity, extent and priority as immediately prior to the transaction, subject to any rights, claims and defenses of the Debtors and other parties in interest. 4. The transfer of the Acquired Assets to the Purchaser pursuant to the

Purchase Agreement shall be, and hereby is deemed to be, a legal, valid and effective transfer of

the assets, and vests with or will vest in the Purchaser all right, title and interest of the Debtors in the Acquired Assets, free and clear of liens, mortgages, security interests, conditional sales or other title retention agreements, pledges, claims, judgments, demands and encumbrances, including, without limitation, claims and encumbrances that purport to give to any party a right or option to effect any forfeiture, modification or termination of the Debtors or the Purchasers interests in the Acquired Assets, (collectively, the Liens) with all such Liens attaching only to the sale proceeds in the same validity, extent and priority as immediately prior to the transaction, subject to any rights, claims and defenses of the Debtors and other parties in interest. 5. Any objections to the entry of this Order or the relief granted herein and requested

in the Motion that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby denied and overruled on the merits with prejudice. 6. The Debtors are authorized and directed to (a) execute, deliver, perform under,

consummate and implement the Purchase Agreement (subject to the applicable closing conditions set forth in the Purchase Agreement), collectively with all additional instruments and documents that may be reasonably necessary or desirable to implement the Purchase Agreement, and (b) take all further actions as may be requested by the Purchaser for the purpose of transferring the Acquired Assets to the Purchaser or as may be necessary or appropriate to the performance of the obligations contemplated by the Purchase Agreement. 7. On the Closing Date (as defined in the Purchase Agreement), this Order shall be

construed and shall constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the Acquired Assets or a bill of sale transferring good and marketable title in the Acquired Assets to the Purchaser. Each and every federal, state and local

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

instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 8. Subject to the occurrence of the Closing (as defined in the Purchase Agreement),

this Order: (a) is and shall be effective as a determination that all interests and claims of any kind or nature whatsoever existing as to the Acquired Assets prior to the Closing have been unconditionally released, discharged and terminated, and that the conveyances described herein have been effected; and (b) shall be binding upon and shall govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to the Acquired Assets. 9. Upon the entry of this Order, with respect to the Purchase Agreement, the

Purchaser shall be entitled to protection under section 363(m) of the Bankruptcy Code. The transactions contemplated by the Purchase Agreement are undertaken by the Purchaser in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and, accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale to the Purchaser, unless such authorization is duly stayed pending such appeal. 10. The sale, assumption and assignment, and transfer of the Assumed Contracts are

hereby approved pursuant to sections 363 and 365 of the Bankruptcy Code.

11.

No cure amounts, within the meaning of Section 365 of the Bankruptcy Code, are

due and owing to any counterparty to the Assumed Contracts, as set forth in Exhibit C to the Motion. The Purchaser shall have no liability for any amounts under the Assumed Contracts to the extent arising before the Closing except as provided herein and in the Purchase Agreement. Each counterparty to each of the Assumed Contracts, shall be, and hereby is, forever barred and enjoined from raising or asserting future claims against the Debtors or Purchaser on any cure amount or under any of the Assumed Contracts. 12. The Purchaser has provided adequate assurance of its future performance under

the Assumed Contracts and the proposed assumption and assignment of the Assumed Contracts satisfies the requirements under section 365 of the Bankruptcy Code. 13. No sections or provisions of the Assumed Contracts that purport to (a) prohibit,

restrict or condition the Debtors assignment of the Assumed Contracts, including, but not limited to, the conditioning of such assignment on the consent of the non-debtor party to such Assumed Contracts; (b) authorize the termination, cancellation or modification of the Assumed Contracts based on the filing of a bankruptcy cases, the financial condition of the Debtors or similar circumstances; or (c) provide for additional payments, penalties, charges or other financial accommodations in favor of the non-debtor third party to the Assumed Contracts upon the occurrence of the conditions set forth in subsections (a) and (b) above, shall have any force and effect with respect to the sale and assignment authorized by this Order, and such provisions constitute unenforceable anti-assignment provisions under section 365(f) of the Bankruptcy Code and/or are otherwise unenforceable under section 365(e) of the Bankruptcy Code. 14. Pursuant to section 1146(a) of the Bankruptcy Code, the transfer of the Acquired

Assets, and the execution and delivery of any instrument of transfer by the Debtors shall not be

taxes 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 document and instruments necessary and appropriate to consummate the transfer of any of the Acquired Assets, all without imposition or payment of any stamp tax or similar tax. 15. This Court retains jurisdiction to enforce and implement the terms and provisions

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

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

Purchase Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Purchase Agreement be authorized and approved in its entirety. Likewise, all of the provisions of this Order are nonseverable and mutually dependent. 18. Notwithstanding anything to the contrary in the Purchase Agreement or this

Order, the insurance agreements between Seller and Firemans Fund Insurance Company and National Surety Company shall not be assumed and assigned to the Purchaser under the Asset

Purchase Agreement, and no right in or under such insurance agreements shall be transferred to the Purchaser. 19. Notwithstanding anything herein to the contrary or otherwise, nothing in the

Motion or this Order shall alter, modify or amend the Final Order Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief [Docket No. 3890]. 20. At closing, the Debtors shall pay to Textron Financial Corp.

("Textron") $3,600,000 and to Orix Financial Services, Inc. ("Orix") $140,000 from the Purchase Price, and, upon receipt of such amounts, Textron and Orix shall each be deemed to have waived any and all claims and released any and all liens, claims and encumbrances on and to any of the Acquired Assets, as defined in Section 2.1 of the Purchase Agreement. 21. Nothing in this Order shall be used by the Debtors, Textron or Orix in any

proceedings except to enforce paragraph 20 of this Order, and this Order shall not have any precedential effect in these cases or otherwise 22. Notwithstanding the provisions of Fed. R. Bankr. P. 6004(g) and Rule 62(a) of the

Federal Rules of Civil Procedure, this Order shall not be stayed for ten (10) days after the entry hereof, but shall be effective and enforceable immediately upon entry hereof. Notwithstanding the provisions of Fed. R. Bankr. P. 6006(d), this Order shall not be stayed ten (10) days after the entry hereof, but shall be effective and enforceable immediately upon entry hereof.
23.

This Order shall be binding upon and inure to the benefit of any successors or

assigns of the Debtors and the Purchaser, including any trustee appointed in any of the Debtors bankruptcy cases for any of the Debtors bankruptcy estates, whether appointed under chapter 11

or in a subsequent case under chapter 7 of the Bankruptcy Code, or any examiner hereafter appointed for any of the Debtors bankruptcy estates.

Signed on August 02, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes I. Chief Bankruptcy Judge