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

et al.1 Debtors. ) ) ) ) ) ) ) ) )
) )

Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes
Hearing Date If Necessary: October 14, 2005 at 2:00 p.m. Objection Deadline: October 11, 2005 at 4:00 p.m.

DEBTORS MOTION FOR ORDER APPROVING A CROSS-BORDER INSOLVENCY PROTOCOL The above-captioned debtors (collectively, the US Debtors) hereby move the Court (the Motion) for the entry of an order, substantially in the form of Exhibit A, approving a cross-border insolvency protocol among the US Debtors and the Administrators (as defined below) (the Protocol). In support of this Motion, the US Debtors respectfully state as follows:

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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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 basis for the relief requested herein is section 105(a) of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). Background 4. On May 17, 2005 (the Petition Date), the US Debtors each filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. The US 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 the US Debtors cases. On the Petition Date, the Court entered an order jointly administering the US Debtors cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). 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 July 15, 2005, (the Administration Petition Date), Collins & Aikman

Europe S.A., Collins & Aikman Holdings Ltd., Collins & Aikman Automotive Ltd., Collins & Aikman Automotive Fabrics Ltd., Collins & Aikman Automotive Trim Ltd., AS Collins & Aikman UK Ltd., Collins & Aikman Automotive UK Ltd., Collins & Aikman Automotive Systems SL, Collins & Aikman Products GmbH, Collins & Aikman Holding AB, Collins & Aikman Automotive Systems AB, Collins & Aikman Automotive Holding GmbH, Collins & Aikman Automotive Systems GmbH, Collins & Aikman Automotive Trim GmbH, Dura 2
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Convertible Systems GmbH, Collins & Aikman Automotive Trim B.V.B.A., Collins & Aikman Automotive Systems (Italy) S.r.L, Collins & Aikman Automotive Holdings (Italy) S.r.L, Collins & Aikman Automotive Company Italia S.r.L, Collins & Aikman Holdings B.V., Collins & Aikman Automotive Trim B.V., Collins & Aikman Automotive s.r.o, Collins & Aikman Europe BV and Collins & Aikman Automotive Floormats Europe BV (collectively, the European Debtors) (together with the US Debtors, the Debtors), petitioned for administration orders pursuant to Schedule B1 of the English Insolvency Act 1986 (English Insolvency Law) in the Companies Court of the High Court of Justice, Chancery Division in London, England (the English Court), thereby commencing administration proceedings in accordance with English Insolvency Law. 7. The English Court has appointed, amongst others, Simon Appell and

Alastair Beveridge, who are individuals affiliated with Kroll Talbot Hughes (a/k/a Kroll, Ltd.) (KTH) as joint administrators of the European Debtors (collectively, the Administrators). In an administration in England, the administrators act for the debtors as their agent with a fiduciary duty to creditors and parties in interest. 8. The Debtors and their non-Debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur D Automobiles, Toyota SA and Volkswagen AG. Relief Requested 9. By this Motion, the US Debtors respectfully request entry of an order

approving the Protocol to facilitate the efficient administration of the chapter 11 cases of the US Debtors and the administrative proceedings of the European Debtors (collectively, the 3
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Insolvency Proceedings). The function of the Protocol is to ensure that the counsel, retained professionals and management for the US Debtors and the counsel, retained professionals and management for the European Debtors work cooperatively and effectively with minimal friction or duplication of efforts. The Administrators have approved the Protocol and have had the Protocol approved by the English Court. A copy of the Protocol is attached as Attachment 1 to the proposed order. 10. Although the Protocol has not yet been formally approved, the Debtors

have been acting in accordance with the terms of the Protocol since the Protocol was developed on July 15, 2005. In addition, the Committee has been kept apprised at all times regarding the development and terms of the Protocol. Thus, the US Debtors are seeking approval of the Protocol as of July 15, 2005. Basis for Relief 11. Section 105(a) of the Bankruptcy Code provides that the court may issue

any order, process or judgment that is necessary or appropriate to carry out the provisions of title 11. 11 U.S.C. 105(a). Other courts have established protocols to assist with cross-border insolvency proceedings. See, e.g., In re Systech Retail Systems (U.S.A.), Inc., 03-00142 (ATS) (Bankr. E.D.N.C. 2003); In re Federal-Mogul Global, Inc., 01-10578 (RTL) (Bankr. D. Del. 2001); In re Philip Services (Delaware), Inc., et al., 99-02385 (MFW) (Bankr. D. Del. 1999); In re Loewen Group International. Inc., 99-12244 (PJW) (Bankr. D. Del. 1999); In re Livent (U.S.) Inc., et al., 98-48312 (AJG) (Bankr. S.D.N.Y. 1998); In re Solv-Ex Canada Limited, 97-14362 (Bankr. D.N.M. 1997); In re AIOC Corp., 96-41895 (TLB) (Bankr. S.D.N.Y. 1996); In re Everfresh Beverages, Inc., 95-45405 (BRL) (Bankr. S.D.N.Y. 1995); In re Olympia & York

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Realty Corp., 92-42698 (CB) (Bankr. S.D.N.Y. 1992); In re Maxwell Communication Corporation plc, 91-15741 (TLB) (Bankr. S.D.N.Y. 1991).2 12. Given the complex nature of the Insolvency Proceedings, a protocol is

required to facilitate the efficient administration of these cases. In these cases, there are 38 US Debtors and 24 European Debtors, with a total of 23,000 employees and operations covering nearly a dozen countries. In addition, having two parallel proceedings with jurisdictional issues such as intercompany creditors and intercompany, cross-border debt further substantiates the need for a cross-border protocol. Such a protocol will help protect the rights of the Debtors and the Administrators, as well as the rights of creditors and other interested parties in the United States, England and other countries. 13. (a) (b) (c) (d) In particular, the terms of the Protocol are designed to:

promote the orderly and efficient administration of the Insolvency Proceedings; harmonize and coordinate activities undertaken and information exchanged in connection with the Insolvency Proceedings; honor the independence and integrity of the US and English Courts; and promote international cooperation and respect for comity among the US and English Courts. 14. The Protocol is designed to accomplish these goals while attempting to

harmonize certain potentially conflicting concepts existing under the Bankruptcy Code and English Insolvency Law such as the differing powers and responsibilities of an administrator and the chapter 11 debtor in possession. The Protocol is the result of lengthy discussion and

negotiation between the Debtors and the Administrators to balance the two different insolvency

Due to voluminous precedent cited herein, the Debtors have not attached copies of the orders. Copies of the orders are available from the undersigned counsel.

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regimes while continuing to respect the independent jurisdiction of each of the Courts, all with a view toward maximizing the value of the Debtors estates for the benefit of their creditors and other parties in interest. The Protocol 15. While the Protocol should be referred to in its entirety, the salient

provisions of the Protocol include the following:3 (a) Subject to certain exceptions, the US Management on the one hand, and the Joint Administrators on the other, shall be entitled in their absolute discretion (but shall not be obliged) to (i) communicate and consult with each other and exchange any Confidential Information relating to all strategic matters affecting the Debtors at such regular intervals as they may agree between themselves; (ii) endeavour to comply with all reasonable requests for information as may be made by the other; and (iii) act reasonably and in good faith towards one another with a view to achieving the purposes and objectives of this Protocol. See Protocol 2.1. Subject to certain exceptions, it is agreed and acknowledged that Clause 2.1 incorporates and contemplates the following types of communications, consultations and exchanges of Confidential Information: (i) the Joint Administrators shall be entitled to provide the US Management with access to all the European Debtors company books, documents and other records as the US Management may reasonably require; the US Management shall be entitled to provide the Joint Administrators with access to all the US Debtors company books, documents and other records as the Joint Administrators may reasonably require; and the US Management and the Joint Administrators shall be entitled to provide such Confidential Information as will assist or facilitate in dealing with all regulatory requests for information, including for the avoidance of doubt the provision of information necessary to make any tax submissions for filings in any relevant jurisdiction for any of the Debtors which the parties specifically agree should be disclosed to the other party save where the delivering party considers, in its absolute discretion, that such disclosure is not in its best interests. See Protocol 2.2.

(b)

(ii)

(iii)

Any terms not otherwise defined herein shall have the meanings ascribed to them in the Protocol. Further, this Motion only contains a summary of the provisions of the Protocol and to the extent that this summary and the Protocol differ, the terms of the Protocol are controlling.

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(c)

The Joint Administrators acknowledge and agree that, in so far as they do receive Confidential Information pursuant to the communications and consultations authorised under Clause 2.1 above, all Confidential Information will be kept confidential and acknowledge that the Joint Administrators act as agents of the European Debtors for the purposes of preserving such confidentiality. The Joint Administrators further agree and acknowledge that they shall only be entitled (but are not obliged) to disclose Confidential Information: (i) to partners and employees of the firm of which the Joint Administrators are partners and to the European Professionals of the Joint Administrators on terms that will ensure that such information will be kept confidential and used only for the purpose for which it was provided; to the auditors or to any competent governmental, supervisory or regulatory body of any of the Debtors or of the firm of which the Joint Administrators are partners to the extent required by law (but only to the extent so required); to any person, if such disclosure is required by applicable law or pursuant to an order of any court of competent jurisdiction (but only to the extent so required); ; to any creditors (and their professional advisers) or Committee of creditors of any of the European Debtors in accordance with the mandatory requirements of English law or, if they wish to make disclosure voluntarily, provided that prior to making any such disclosure, the Joint Administrators shall obtain from any such creditor (and their professional advisers) or (as the case may be) from each member of such Committee a confidentiality undertaking in an appropriate form reasonably acceptable to the US Management; provided however, and for the avoidance of doubt, the US Management shall be entitled to indicate, on providing Confidential Information to the Joint Administrators, that certain parts of such Confidential Information is commercially sensitive, and as such may not be provided to any creditors or Committee of creditors of any of the European Debtors under any circumstances; with the written consent of US Management; or pursuant to an order of either of the Courts;

(ii)

(iii)

(iv)

(v) (vi)

Provided however that nothing in this Clause 3 shall require the disclosure of Confidential Information to any party except under compulsion of law. See Protocol 3.1. (d) The US Management acknowledge and agree that, in so far as they do receive Confidential Information pursuant to the communications and consultations authorised under Clause 2.1 above, all Confidential Information will be kept confidential and acknowledge that the US Management shall be deemed to be agents of the US Debtors for the purposes of preserving such confidentiality. The 7
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US Management further agree and acknowledge that they shall only be entitled (but are not obliged) to disclose Confidential Information: (i) to the US Professionals of the US Management on terms that will ensure that such information will be kept confidential and used only for the purpose for which it was provided; to the auditors or to any competent governmental, supervisory or regulatory body of any of the US Debtors to the extent required by law (but only to the extent so required); to any person, if such disclosure is required by applicable law or pursuant to an order of any court of competent jurisdiction (but only to the extent so required), provided, however, that to the extent practicable, the US Management shall immediately notify the Joint Administrators of any request for or delivery of a court order, subpoena or similar writ requesting or requiring such information; to any creditors (and their professional advisers) or Committee of creditors (and the Committees professional advisers) of any of the US Debtors in accordance with the mandatory requirements of applicable US law or, if they wish to make disclosure voluntarily, provided that prior to making any such disclosure, the US Management shall obtain from any such creditor (and their professional advisers) or (as the case may be) from each member of such Committee (and their professional advisers) a confidentiality undertaking in an appropriate form reasonably acceptable to the Joint Administrators; provided however, and for the avoidance of doubt, the Joint Administrators shall be entitled to indicate, on providing Confidential Information to the US Management, that certain parts of such Confidential Information is commercially sensitive, and as such may not be provided voluntarily to any creditors or Committee of creditors of any of the US Debtors under any circumstances; with the written consent of the Joint Administrators; or pursuant to an order of either of the Courts;

(ii)

(iii)

(iv)

(v) (vi)

Provided however that nothing in this Clause 3 shall require the disclosure of Confidential Information to any party except under compulsion of law. See Protocol 3.2. (e) The Joint Administrators agree and acknowledge that the US Management and the US Debtors are creditors and/or parties with an interest and as such: (a) will not object to the US Management and US Professionals attending and appearing by counsel in the English Court at any hearing which concerns the US Debtors; and (b) will support any request by the US Management that the English Court hear the US Management should the US Management wish to appear before the English Court in respect of a particular matter. See Protocol 4.1. 8
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(f)

The US Management agree and acknowledge that the Joint Administrators and the US Debtors are parties of interest and as such: (a) will not object to the Joint Administrators and European Professionals attending and appearing by counsel in the US Court at any hearing which concerns the European Debtors; and (b) will support any request by the Joint Administrators that the US Court hear the Joint Administrators should the Joint Administrators wish to appear before the US Court in respect of a particular matter. See Protocol 4.2. In the event of any dispute arising out of, or in connection with this Protocol, the Parties shall make all reasonable attempts to reach agreement, but where such agreement cannot be reached: (i) any dispute relating to the actions or inactions of the Joint Administrators and/or the European Debtors and/or the interpretation or construction of this Protocol as it relates to events arising out of the Administrations, shall be brought in the English Court, and English law will be deemed to apply to such dispute; and any dispute relating to actions or inactions of the US Management and/or the US Debtors and/or the interpretation or construction of this Protocol as it relates to events arising out of the US Cases, shall be brought in the US Court, and Michigan law will be deemed to apply to such dispute. See Protocol 5.1.

(g)

(ii)

(h)

This Protocol shall automatically terminate on any of the following events: (i) if the Joint Administrators give 7 (seven) days notice in writing to the other Parties that it is so terminated in relation to the European Debtors specified in the notice; if the US Management give 7 (seven) days notice in writing to the other Parties that it is so terminated in relation to the US Debtors specified in the notice; as to any particular European Debtor(s), on the obtaining of a final English Court order approving or, in the case of a CVA, approval being given by creditors to a Reorganisation Plan for such European Debtor(s), subject to any time for appealing or objecting to any such order or approval having elapsed; as to any particular US Debtor(s), on the consummation of a Reorganisation Plan for such US Debtor(s); on the discharge or successful appeal of all of the English Court administrations orders which were obtained on the 15 July 2005; or on 15 July 2006 or such later date as the Administrations terminate under English law; 9

(ii)

(iii)

(iv) (v) (vi)

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(vii)

as to any particular US Debtor(s), on dismissal or withdrawal of the Chapter 11 cases relating to such US Debtor(s). See Protocol 6.3. Notice

16.

Notice of this Motion has been given to the Core Group and

Affected Parties as required by the Case Management Procedures.4 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 17. any other court. No prior motion for the relief requested herein has been made to this or

Capitalized terms used in this paragraph 16 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures [Docket No. 294].

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WHEREFORE, the Debtors respectfully request an entry of an order, substantially in the form attached hereto as Exhibit A, (a) approving the Protocol and (b) granting such other further relief as is just and proper. Dated: September 29, 2005 KIRKLAND & ELLIS LLP /s/ Marc J. Carmel Alexandra S. Kelly (CA No. 228141) 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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

ORDER APPROVING CROSS-BORDER INSOLVENCY PROTOCOL Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for an order approving the cross-border insolvency protocol among the Debtors and the Administrators (the Protocol), 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
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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proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Motion and the opportunity for a hearing on this Motion was appropriate under the particular circumstances and that no other or further notice need be given; the Administrators having approved the Protocol; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Motion is granted in its entirety. The Protocol attached hereto as Attachment 1 and incorporated herein by

reference is approved in all respects. 3. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Motion. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: ____________________, 2005 United States Bankruptcy Judge

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ATTACHMENT 1

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DATED as of July 15, 2005

____________________________________________________________________ COLLINS & AIKMAN CROSS BORDER INSOLVENCY PROTOCOL ____________________________________________________________________

KIRKLAND & ELLIS INTERNATIONAL LLP


Tower 42 25 Old Broad Street London EC2N 1HQ Tel: +44 (0)20 7816 8700 Fax: +44 (0)20 7816 8800 www.kirkland.com

EXECUTION COPY TABLE OF CONTENTS 1. 2. 3. 4. 5. 6. 7. DEFINITIONS.....................................................................................................................2 COMMUNICATIONS BETWEEN THE JOINT ADMINISTRATORS AND THE US MANAGEMENT..................................................................................................5 DISCLOSURE OF CONFIDENTIAL INFORMATION ...................................................6 RIGHTS TO APPEAR AND BE HEARD IN THE COURTS ...........................................8 DISPUTES AND GOVERNING LAW ..............................................................................8 EFFECTIVENESS AND TERMINATION ........................................................................9 MISCELLANEOUS ..........................................................................................................10

EXECUTION COPY THIS CROSS BORDER INSOLVENCY PROTOCOL (this Protocol) is made of 2005 BETWEEN: (1) COLLINS & AIKMAN EUROPE S.A. (in Administration) and its European subsidiaries (in Administration) (as set out in Schedule 1) (together the European Debtors) acting by their joint administrators, Simon Jonathan Appell Alastair Paul Beveridge and various other partners of Kroll Limited, 10 Fleet Place, London EC4M 7RB (the Joint Administrators) without personal liability; and COLLINS & AIKMAN CORPORATION and its United States subsidiaries (as set out in Schedule 2 (together the US Debtors). the day

(2)

WHEREAS: 1. 2. 3. 4. On 17 May 2005, the US Debtors each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code; The US 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 the US Debtors cases; On 17 May 2005, the Bankruptcy Court entered an order authorising joint administration of the US Debtors cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure; On 15 July 2005 (at 4pm, English time) the English Court made administration orders in respect of all of the European Debtors, appointing the Joint Administrators to manage the affairs, business and property of each of the European Debtors; The US Debtors and the European Debtors (together the Debtors) are leading global suppliers of automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars AG, Renault Crateur D Automobiles, Toyota SA and Volkswagen AG; The US Management and the Joint Administrators have both disclosed to their respective Courts that certain information screening arrangements have been put in place to prevent the flow of confidential and privileged information between certain members of the US Management and its restructuring advisers, Kroll Zolfo Cooper Services, LLC (KZCS), on the one hand, and the Joint Administrators and their agents and representatives on the other. These arrangements were initially considered necessary (notwithstanding that no actual or apparent conflict was identified by either the US Management or the Joint Administrators and the United States Trustee in Bankruptcy) given that: (a) certain members of the US Management are affiliated with KZCS; (b) KZCS was retained by the US Debtors as restructuring advisers; and (c) the Joint

5.

6.

7.

EXECUTION COPY Administrators are partners of Kroll Limited which is affiliated with KZCS. Furthermore, the Joint Administrators also proposed to the English Court that, in order to provide for the resolution of any conflicts between the US Debtors and the European Debtors, a conflicts administrator should be appointed to Collins & Aikman Europe SA (the holding company for the European Debtors); 8. Given the fact that the Debtors (prior to the Chapter 11 proceedings and the Administrations) formed part of a single inter-related group of companies (historically managed from the United States) with an integrated worldwide business, with the same or similar customers and business strategy, the Parties now believe that it is in the interests of the Debtors and their respective creditors (and notwithstanding the information screening arrangements), that the US Management on the one hand, and the Joint Administrators on the other, agree to cooperate and provide certain assistance to each other, in order that both the US Management and the Joint Administrators might further the purposes and efficiency of both the Chapter 11 proceedings and the Administrations and that they might maximize the returns to creditors and fully perform their fiduciary duties to the Debtors and their respective creditors. In particular, the US Management and the Joint Administrators wish to be free (provided they are properly authorised by the Courts) to voluntarily disclose to each other certain confidential information regarding the Debtors estates and strategy and administrative functions related thereto; and The Parties agree therefore to the terms set out in this Protocol, which Protocol it is intended, will be disclosed to and approved by the Courts.

9.

WHEREBY IT IS AGREED as follows: 18. (a) DEFINITIONS

In this Protocol the following words and expressions shall (save where the context otherwise requires) have the following meanings:

Administrations means the administration orders made by the English Court on 15 July 2005 pursuant to Schedule B1 of the English Insolvency Act 1986 (as amended) in respect of the European Debtors; Bankruptcy Code means 11 U.S.C. 101-1330 as may be amended from time to time; Committee means any official committee of creditors or of other parties in interest appointed from time to time in the US Cases or any committees of creditors from time to time appointed in connection with the Administrations; Confidential Information means any non-public confidential and/or legally privileged information concerning the Debtors estates, whether in written form, orally or through any electronic facsimile or computer-related communication (including information whether or not it is specifically described as confidential); provided however that, except 2

EXECUTION COPY as otherwise provided in sub-clause (b) of this definition: (a) for the avoidance of doubt Confidential Information shall include (but not be limited to) any and all of the following information, no matter how disseminated: (i) client and witness interviews and statements; (ii) factual summaries; (iii) digests, technical characterizations and conclusions or recommendations of experts, including draft and final reports prepared at the direction of counsel; (iv) liquidation, valuation and financial analyses; and (v) any other documents or information which would otherwise be protected from disclosure to third parties by legal privilege, the attorney work product privilege or any other applicable legal privilege or immunity; and (b) Confidential Information does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Parties or their respective advisers, and or persons to whom disclosure is permitted pursuant to Clause 3; (ii) is or becomes known or available to the Parties or their respective advisers on a non-confidential basis from a source (other than the providing Party or one of its advisers) who is not, to the knowledge of the receiving Party after reasonable inquiry, prohibited from transmitting the information to the receiving Party or its advisers by a contractual, legal, fiduciary or other obligation; or (iii) is independently developed by the receiving Party without use of or reference to the Confidential Information of the other party; Conflicts Administrator means Mr. Philip Sykes of Moore Stephens, appointed as a joint administrator of Collins & Aikman Europe SA (in Administration); Courts means, collectively, the US Court and the English Court; "CVA" means a company voluntary arrangement under Part 1 of the UK Insolvency Act 1986. Debtors means, collectively, the European Debtors and the US Debtors; English Court means the High Court of Justice, Chancery Division, Companies Court in London, England; English Insolvency Law means the English Insolvency Act 1986 (as amended), the English Insolvency Rules 1986 (as amended), Council Regulation (EC) No. 1346/2000 on insolvency proceedings, any regulations or orders from time to time made under them or any of them and any other laws of England and Wales relating to the insolvency or reorganization and reconstruction of companies, as such Act, rules and laws may be amended from time to time (to the extent such amendments are applicable to the Administrations) as well as any judgment or order of the English Court made with respect to the European Debtors; English Moratorium means the statutory moratorium which has arisen as consequence of the Administrations and pursuant to Schedule B1 of the English Insolvency Act 1986; European Debtors means the entities listed in Schedule 1 to this Protocol;

EXECUTION COPY European Professionals means the advisors and professionals from time to time retained by the Joint Administrators and the European Debtors; Parties means the parties to this Protocol; Protocol means this Cross-Border Insolvency Protocol, as it may be amended in writing from time to time; Reorganisation Plan means a Chapter 11 plan for a US Debtor filed in the US Court and/or a CVA for a European Debtor under Part I of the English Insolvency Act 1986 (as amended) and/or a scheme of arrangement for a European Debtor under Section 425 of the English Companies Act 1985 (as amended); US Case Professionals means the advisors and professionals from time to time retained by the US Management and the US Debtors; US Cases means the cases under the Bankruptcy Code commenced with respect to the US Debtors; US Court means the United States Bankruptcy Court for the Eastern District of Michigan or any other federal court having jurisdiction over the US Cases; US Debtors means the entities listed in Schedule 2 to this Protocol; US Management means the officers and Board of Directors of the US Debtors from time to time; and US Stay means the automatic stay created by Section 362 of the Bankruptcy Code and any other stay or injunction entered by the US Court with respect to the Debtors. (b) Words and phrases defined for the purposes or in connection with any statutory provision shall where the context so requires be construed as having the same meaning in this Protocol and any reference to a statute, statutory provision or subordinate legislation shall where the context so admits or required be construed as referring to such legislation as amended and in force as at the date of this Protocol and to any legislation which re-enacts or consolidates (with or without modification) any such legislation as to the date of this Protocol; References to clauses, paragraphs and schedules are to clauses, paragraphs and schedules to this Protocol. References to this Protocol shall include its recitals and schedules; The headings used in this Protocol are for convenience of reference only and shall not affect its construction or meaning; Reference to any gender includes the other gender; and Reference to the singular includes the plural. 4

(c)

(d) (e) (f)

EXECUTION COPY 19. COMMUNICATIONS BETWEEN THE JOINT ADMINISTRATORS AND THE US MANAGEMENT 19.1 Subject to Clauses 2.3, 2.4 and 3, the US Management on the one hand, and the Joint Administrators on the other, shall: (a) be entitled in their absolute discretion (but shall not be obliged) to communicate and consult with each other and exchange any Confidential Information relating to all strategic or administrative matters affecting the Debtors at such regular intervals as they may agree between themselves; endeavour to comply with all reasonable requests for information as may be made by the other; and act reasonably and in good faith towards one another with a view to achieving the purposes and objectives of this Protocol as set out in Recital 8 above.

(b) (c)

(b)

For the avoidance of doubt, but subject to Clauses 2.3, 2.4 and 3, it is agreed and acknowledged that Clause 2.1 incorporates and contemplates the following types of communications, consultations and exchanges of Confidential Information: (a) the Joint Administrators shall be entitled to provide the US Management with access to all the European Debtors company books, documents and other records as the US Management may reasonably require; (b) the US Management shall be entitled to provide the Joint Administrators with access to all the US Debtors company books, documents and other records as the Joint Administrators may reasonably require; and the US Management and the Joint Administrators shall be entitled to provide such Confidential Information as will assist or facilitate in dealing with all regulatory requests for information, including for the avoidance of doubt the provision of information necessary to make any tax submissions for filings in any relevant jurisdiction for any of the Debtors which the parties specifically agree should be disclosed to the other party save where the delivering party considers, in its absolute discretion, that such disclosure is not in its best interests.

(b)

(c)

(c)

The US Management and the Joint Administrators shall not be entitled to communicate or consult, or exchange any Confidential Information pursuant to Clause 2.1 in relation to any disputes or conflict issues which arise between the US Debtors and the European Debtors and are referred by the Joint Administrators to the Conflict Administrator.

EXECUTION COPY (d) The US Management and the Joint Administrators hereby acknowledge and agree that nothing in this Clause 2 or this Protocol shall be deemed to restrict, limit, or override their respective absolute and unfettered discretion to decide upon whether they communicate or consult and whether they disclose any Confidential Information relating to the respective Debtors affairs. The US Management and the Joint Administrators hereby acknowledge and agree that to the extent that any communications and/or Confidential Information attract or are covered by legal privilege or any other privilege (including without limitation, legal professional or litigation privilege, attorney-client, and work product privilege) nothing done pursuant to this Protocol shall be deemed to be a waiver of such legal privilege or any other privilege, and for avoidance of doubt, the Parties expressly agree that such communications and/or exchange of Confidential Information shall be covered by joint defence and common interest privilege.

(e)

20.

DISCLOSURE OF CONFIDENTIAL INFORMATION (a) The Joint Administrators acknowledge and agree that, in so far as they do receive Confidential Information pursuant to the communications and consultations authorised under Clause 2.1 above, all Confidential Information will be kept confidential and acknowledge that the Joint Administrators act as agents of the European Debtors for the purposes of preserving such confidentiality. The Joint Administrators further agree and acknowledge that they shall only be entitled (but are not obliged) to disclose Confidential Information: (a) to partners and employees of the firm of which the Joint Administrators are partners and to the European Professionals of the Joint Administrators on terms that will ensure that such information will be kept confidential and used only for the purpose for which it was provided; to the auditors or to any competent governmental, supervisory or regulatory body of any of the Debtors or of the firm of which the Joint Administrators are partners to the extent required by law (but only to the extent so required); to any person, if such disclosure is required by applicable law or pursuant to an order of any court of competent jurisdiction (but only to the extent so required); ; to any creditors (and their professional advisers) or Committee of creditors of any of the European Debtors in accordance with the mandatory requirements of English law or, if they wish to make disclosure voluntarily, provided that prior to making any such disclosure, the Joint Administrators shall obtain from any such creditor (and their professional advisers) or (as the case may be) from each member of such Committee a confidentiality undertaking in an appropriate form 6

(b)

(c)

(d)

EXECUTION COPY reasonably acceptable to the US Management; provided however, and for the avoidance of doubt, the US Management shall be entitled to indicate, on providing Confidential Information to the Joint Administrators, that certain parts of such Confidential Information is commercially sensitive, and as such may not be provided to any creditors or Committee of creditors of any of the European Debtors under any circumstances; (e) (f) with the written consent of US Management; or pursuant to an order of either of the Courts;

Provided however that nothing in this Clause 3 shall require the disclosure of Confidential Information to any party except under compulsion of law. (b) The US Management acknowledge and agree that, in so far as they do receive Confidential Information pursuant to the communications and consultations authorised under Clause 2.1 above, all Confidential Information will be kept confidential and acknowledge that the US Management shall be deemed to be agents of the US Debtors for the purposes of preserving such confidentiality. The US Management further agree and acknowledge that they shall only be entitled (but are not obliged) to disclose Confidential Information: (a) to the US Professionals of the US Management on terms that will ensure that such information will be kept confidential and used only for the purpose for which it was provided; to the auditors or to any competent governmental, supervisory or regulatory body of any of the US Debtors to the extent required by law (but only to the extent so required); to any person, if such disclosure is required by applicable law or pursuant to an order of any court of competent jurisdiction (but only to the extent so required), provided, however, that to the extent practicable, the US Management shall immediately notify the Joint Administrators of any request for or delivery of a court order, subpoena or similar writ requesting or requiring such information; to any creditors (and their professional advisers) or Committee of creditors (and the Committees professional advisers) of any of the US Debtors in accordance with the mandatory requirements of applicable US law or, if they wish to make disclosure voluntarily, provided that prior to making any such disclosure, the US Management shall obtain from any such creditor (and their professional advisers) or (as the case may be) from each member of such Committee (and their professional advisers) a confidentiality undertaking in an appropriate form reasonably acceptable to the Joint Administrators; provided however, and for the avoidance of doubt, the Joint Administrators shall be entitled to indicate, on providing Confidential Information to the US Management, that certain parts of 7

(b)

(c)

(d)

EXECUTION COPY such Confidential Information is commercially sensitive, and as such may not be provided voluntarily to any creditors or Committee of creditors of any of the US Debtors under any circumstances; (e) (f) with the written consent of the Joint Administrators; or pursuant to an order of either of the Courts;

Provided however that nothing in this Clause 3 shall require the disclosure of Confidential Information to any party except under compulsion of law. 21. (a) RIGHTS TO APPEAR AND BE HEARD IN THE COURTS

The Joint Administrators agree and acknowledge that the US Management and the US Debtors are creditors and/or parties with an interest and as such: (a) will not object to the US Management and US Professionals attending and appearing by counsel in the English Court at any hearing which concerns the US Debtors; and (b) will support any request by the US Management that the English Court hear the US Management should the US Management wish to appear before the English Court in respect of a particular matter. The US Management agree and acknowledge that the Joint Administrators and the US Debtors are parties of interest and as such: (a) will not object to the Joint Administrators and European Professionals attending and appearing by counsel in the US Court at any hearing which concerns the European Debtors; and (b) will support any request by the Joint Administrators that the US Court hear the Joint Administrators should the Joint Administrators wish to appear before the US Court in respect of a particular matter. Nothing contained herein shall affect or limit the Debtors or other parties rights to assert the applicability or non-applicability of the US Stay or the English Moratorium to any particular proceeding, property, asset, activity or other matter, wherever pending or located.

(b)

(c)

22.

DISPUTES AND GOVERNING LAW 22.1 In the event of any dispute arising out of, or in connection with this Protocol, the Parties shall make all reasonable attempts to reach agreement, but where such agreement cannot be reached: (a) any dispute relating to the actions or inactions of the Joint Administrators and/or the European Debtors and/or the interpretation or construction of this Protocol as it relates to events arising out of the Administrations, shall be brought in the English Court, and English law will be deemed to apply to such dispute; and any dispute relating to actions or inactions of the US Management and/or the US Debtors and/or the interpretation or construction of this Protocol as 8

(b)

EXECUTION COPY it relates to events arising out of the US Cases, shall be brought in the US Court, and Michigan law will be deemed to apply to such dispute. 23. EFFECTIVENESS AND TERMINATION 23.1 This Protocol shall become effective only upon its approval by both the US Court and the English Court. The Parties hereby acknowledge and agree that the US Management and the Joint Administrators will work together and coordinate their respective efforts to ensure that the US Court and English Court are asked to consider and approve this Protocol within as short a period of time as is reasonably practicable. After this Protocol has become effective, it may not be supplemented, modified or replaced in any material manner without the consent of all of the Parties and the approval of the US Court and the English Court; provided however: (1) That the Parties may amend or supplement this Protocol to reflect amendments or changes which arise out of or become necessary to reflect the ordinary course of business; and that approval of either the US Court or the English Court shall not be required to amend this Protocol if the purpose of the amendment is to substitute or add or remove an individual as a Joint Administrator.

23.2

(2)

23.3

This Protocol shall automatically terminate on any of the following events: (a) if the Joint Administrators give 7 (seven) days notice in writing to the other Parties that it is so terminated in relation to the European Debtors specified in the notice; if the US Management give 7 (seven) days notice in writing to the other Parties that it is so terminated in relation to the US Debtors specified in the notice; as to any particular European Debtor(s), on the obtaining of a final English Court order approving or, in the case of a CVA, approval being given by creditors to a Reorganisation Plan for such European Debtor(s), subject to any time for appealing or objecting to any such order or approval having elapsed; as to any particular US Debtor(s), on the consummation of a Reorganisation Plan for such US Debtor(s); on the discharge or successful appeal of all of the English Court administrations orders which were obtained on the 15 July 2005; or

(b)

(c)

(d) (e)

EXECUTION COPY (f) (g) 24. on 15 July 2006 or such later date as the Administrations terminate under English law; as to any particular US Debtor(s), on dismissal or withdrawal of the Chapter 11 cases relating to such US Debtor(s).

MISCELLANEOUS 24.1 24.2 Each of the Parties agrees that it will do all such things as may be appropriate to give full effect to the terms of this Protocol. This Protocol shall be binding on and inure to the benefit of the Parties hereto and their respective successors, assigns, representatives, heirs, executors, administrators or trustees. This Protocol may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

24.3

10

EXECUTION COPY This Protocol has been executed as follows:

FOR AND ON BEHALF OF COLLINS & AIKMAN EUROPE S.A. (IN ADMINISTRATION) AND THE OTHER COLLINS & AIKMAN COMPANIES LISTED IN SCHEDULE 1 THERETO

. SIMON APPELL JOINT ADMINISTRATOR

. FOR AND ON BEHALF OF COLLINS & AIKMAN CORPORATION

11

EXECUTION COPY SCHEDULE 1 THE EUROPEAN DEBTORS COLLINS & AIKMAN EUROPE SA (IN ADMINISTRATION) COLLINS & AIKMAN HOLDINGS LIMITED (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE LIMITED (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE FABRICS LIMITED (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE TRIM LIMITED (IN ADMINISTRATION) AS COLLINS & AIKMAN UK LIMITED (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE UK LIMITED (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE SYSTEMS SL (IN ADMINISTRATION) COLLINS & AIKMAN PRODUCTS GMBH (IN ADMINISTRATION) COLLINS & AIKMAN HOLDING AB (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE SYSTEMS AB (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE HOLDING GMBH (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE SYSTEMS GMBH (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE TRIM GMBH (IN ADMINISTRATION) DURA CONVERTIBLE SYSTEMS GMBH (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE TRIM BVBA (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE SYSTEMS (ITALY) SRL (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE HOLDINGS (ITALY) SRL (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE COMPANY ITALIA SRL (IN ADMINISTRATION) COLLINS & AIKMAN HOLDINGS BV (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE TRIM BV (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE SRO (IN ADMINISTRATION) COLLINS & AIKMAN EUROPE BV (IN ADMINISTRATION) COLLINS & AIKMAN AUTOMOTIVE FLOORMATS EUROPE BV (IN ADMINISTRATION)

12

EXECUTION COPY SCHEDULE 2 THE US DEBTORS

Collins & Aikman Corporation Amco Convertible Fabrics, Inc Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold) Brut Plastics, Inc. Collins & Aikman (Gibraltar) Limited Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation) Collins & Aikman Asset Services, Inc. Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.) Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.) Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.) Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.) Collins & Aikman Automotive International, Inc Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.) Collins & Aikman Automotive Mats, LLC Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.) Collins & Aikman Automotive Services, LLC, Collins & Aikman Canada Domestic Holding Company Collins & Aikman Carpet & Acoustics (MI), Inc. Collins & Aikman Carpet & Acoustics (TN), Inc. Collins & Aikman Development Company Collins & Aikman Europe, Inc Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.) Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.) Collins & Aikman Interiors, Inc. Collins & Aikman International Corporation Collins & Aikman Plastics, Inc. Collins & Aikman Products Co. Collins & Aikman Properties, Inc. Comet Acoustics, Inc. CW Management Corporation Dura Convertible Systems, Inc. Gamble Development Company JPS Automotive, Inc. (d/b/a PACJ, Inc.) New Baltimore Holdings, LLC Owosso Thermal Forming, LLC Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.) Wickes Asset Management, Inc. Wickes Manufacturing Company 13

CERTIFICATE OF SERVICE I, Marc J. Carmel, an attorney, certify that on the 29th day of September, 2005, I caused to be served, by e-mail (to parties who have provided a valid e-mail address), facsimile (to parties who have not provided a valid e-mail address) and by overnight delivery (to all parties who have not provided a valid e-mail address or a valid facsimile number), a true and correct copy of the foregoing Debtors Motion for Order Approving a Cross-Border Insolvency Protocol, on the parties on the attached service list.

Dated: September 29, 2005 /s/ Marc J. Carmel__ Marc J. Carmel

K&E 10747727.2

Collins Aikman Email Service List


E-mail

Name
A Freeman Alice B Eaton Brendan G Best Bryan Clay Chris Kocinski DaimlerChrysler DaimlerChrysler DaimlerChrysler Daniella Saltz Danielle Kemp David H Freedman David Heller David Youngman Earle I Erman Erin M Casey Frank Gorman George E Schulman Hal Novikoff James A Plemmons Jan Steinle Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo

Email Address
afreeman@akingump.com aeaton@stblaw.com bbest@dykema.com bryan_clay@ham.honda.com christopher.j.kocinski@bofasecurities.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com kn@daimlerchrysler.com dsaltz@ford.com danielle.kemp@lw.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com eerman@ermanteicher.com ecasey@stblaw.com fgorman@honigman.com ges@dgdk.com HSNovikoff@wlrk.com jplemmons@dickinson-wright.com jan_steinle@mieb.uscourts.gov 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 kcrumbo@kraftscpas.com

Name
K Gottsponer K Schultz Kim Stagg Kimberly Davis Rodriguez Leigh Walzer Marc J Carmel Mark Fischer Michael R Paslay Michael Stamer Mike Paslay Nick Shah Nina Rosete Paul Hoffman Peter V Pantaleo Philip Dublin R Aurand R J Sidman Ralph E McDowell Ray C Schrock Rick Feinstein Robert J Diehl Jr Robert Weiss Ronald R Rose Sheryl Toby Stephen S LaPlante T Pryce Thomas Radom William C Andrews William G Diehl William J Byrne

Email Address
kgottsponer@akingump.com kschultz@tmmna.com kim.stagg@nmm.nissan-usa.com krodriguez@gosrr.com lwalzer@angelogordon.com mcarmel@kirkland.com mark.w.fischer@gm.com mpaslay@wallerlaw.com mstamer@akingump.com mike.paslay@wallerlaw.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com phoffman@bofasecurities.com ppantaleo@stblaw.com pdublin@akingump.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com rschrock@kirkland.com rick.feinstein@ubs.com rdiehl@bodmanllp.com rweiss@honigman.com rrose@dykema.com stoby@dykema.com laplante@millercanfield.com tpryce@ford.com radom@butzel.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com

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

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CREDITOR NAME Advanced Composites Inc Assoc Receivables Funding Inc Basell USA Inc Basf Corporation Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City Of Roxboro City Of Williamston City Treasurer Collins & Aikman Corp ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc Ga Dept Of Revenue Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye Highwoods Forsyth Lp Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer Keith Milligan Lear Corp Manpower Meridian Park Ministre Du Revenu Du Quebec

CREDITOR NOTICE NAME Rob Morgan Jim Frick Charlie Burrill Attn Receiver General International Tax Service Ohio Income Tax City Building Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle Tax Department Port Huron Police Department Jay B Knoll Gary Torke William Stiefel Director's Office for Taxpayer Services Division

ADDRESS1 1062 S 4th Ave PO Box 16253 7925 Kingsland Dr 1609 Biddle Ave 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave PO Box 128 161 E Grand River 100 Mcmorran 250 Stephenson Hwy 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500

ADDRESS2

CITY STATE ZIP COUNTRY Sidney OH 453658977 Greenville SC 29606 Raleigh NC 27613-4203 Wyandotte MI 48192 Sudbury ON P3A 5C2 Canada Ottawa ON K1A 1B1 Canada Plymouth MI 48170-4394 Barberton OH 44203 Barberton OH 44203-2584 Canton OH 44711-9951 Dover NH 03820 Dover NH 03820-0818 Evart MI 49631 Fullerton CA 92632 Havre De Grace MD 21078 Roxboro NC 27573 Williamston MI 48895 Port Huron MI 48060 Troy MI 48083 Milwaukee WI 53209-6023 Auburn Hills Plymouth Atlanta Atlanta Pittsburgh Pittsburgh Charlotte MI MI GA GA PA PA NC TN NC OH IN IN AL MI NC ON MI IL TX AL MI MI NC QC 48326-2613 48170 30348-5499 30374 15264-0387 15264 28260 37203-5223 27604 43617 46204-2253 46207-7218 36103-4660 49501 27702-1807 L4B 1L7 Canada 48232 60605-1725 77210 36870 48034 48334 27834 G1X 4A5 Canada

co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 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 3745 C Us Hwy 80 W 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr 3800 Marly

2120 West End Ave Ste 100 3100 Smoketree Ct Ste 600

Nashville Raleigh Toledo Indianapolis Indianapolis Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston Phenix Southfield Farmington Hills Greenville Ste Foy

of the City of Montgomery

SBSE Insolvency Unit Tim Gorman

C Garland Waller

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

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Overnight Mail (no email or facsimile)

CREDITOR NAME Municipality Of Port Hope North Loop Partners Ltd PolyOne Corp Prestige Property Tax Special Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp Receiver General For Canada Receiver General for Canada Receiver General For Canada Receiver General for Canada Revenue Canada Securities and Exchange Commission State Of Alabama State Of Michigan State Of Michigan State of Michigan State Of Michigan State Of Michigan Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd The Town Of Pageland Tom Heck Truck Service Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul W9 Lws Real Estate Limited Wellington Green LLC

CREDITOR NOTICE NAME co Beer Wells Real Estate Woody Ban

ADDRESS1 PO Box 117 PO Box 3449 33587 Walker Rd 1025 King St East 678 Princeton Blvd Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk

ADDRESS2

PO Box 6529

CITY Port Hope Longview Avon Lake Cambridge Lowell New York New York Tyngsboro Ottawa Dorval Belleville Dorval Ottawa Chicago Montgomery Detroit Lansing Lansing Lansing Southfield Hickory Fresno Trenton Pageland Urbana Gananoque Old Fort Pageland Troy Troy Detroit Warren Detroit Auburn Hills Greenwichn Holmesville Rantoul Charlotte Bingham Farms

STATE ON TX OH ON MA NY NY MA ON QC ON QC ON IL AL MI MI MI MI MI NC CA ON SC IL ON NC SC NC MI MI MI MI MI CT OH IL NC MI

ZIP COUNTRY L1A 3V9 Canada 75606 44012 N3H 3P5 Canada 01851 10249 10020-1605 01879-2710 K1A 1B1 H4Y 1G7 K8N 2S3 H4Y 1G7 K1A 9Z9 60604 36104 48277-0833 48909 48918-0001 48909 48075 28602 937151192 K8V 5R1 Canada 29728 61802 K7G 2T6 Canada 28762 29728 27371 48083 48232 48089-3171 48226 48326-2356 06830 44633 61866 28262-2337 48025 Canada Canada Canada Canada Canada

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Midwest Regional Office State Of Michigan Mc State Secondary Complex 175 W Jackson Blvd Ste 90 Department Of Revenue Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St Acct Me 0128626 PO Box 30754 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 126 North Pearl St 1306 E Triumph Dr 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner 10101 Claude Freeman Dr Ste 200 N 31100 Telegraph Rd Ste 200

875 Heron Rd

50 N Ripley St

Matthew Rick Asst Attorney General

First Plaza County Of Fresno

PO Box 2228

PO Box 67 PO Box 100

Fsia Inc Randy Lueth Attn Civil Division Jerry Dittrich Blue Point Capital Bpv Lowell LLC

PO Box 113

co Lincoln Harris Llc

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

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9/29/2005 12:18 PM

Core Group
Facsimile (no e-mail) CREDITOR NAME Acord Inc American General Finance Athens City Tax Collector Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation Office of Finance of Los Angeles City Of Battle Creek City Of Longview City Of Phoenix City Of St Joseph City Of Sterling Heights City Of Stockton Colbond Inc Collector Of Revenue Dayton Bag & Burlap Co Delphi Dow Chemical Co DuPont DuPont Enerflex Solutions LLC Exxon Chemicals Gaston County GE Polymerland Health Alliance Medical Plans Inc Intertex World Resources Trintex Corp Janesville Products Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Orlando Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan State Of Michigan Tax Administrator Teknor Financial Corporation TG North America Town Of Farmington Town Of Farmville Town Of Lincoln Finance Office Unifi Inc Unique Fabricating Inc Unum Life Insurance CREDITOR NOTICE NAME John Livingston Mike Keith Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Bankruptcy Auditor Income Tax Division Water Utilities Collections Office Water Department James P Bulhinger City Treasurer Economic Development Don Brown Barbara J Walker Jeff Rutter Sharon Van Zeeland David Brasseur Bruce Tobiansky Susan F Herr Todd McCallum Paul Hanson Val Venable Robena Vance Bill Weeks Laura Kelly Lilia Roman FAX 248-852-6074 217-356-5469 423-744-8866 412-777-4736 312-827-8542 312-827-8542 616-527-3385 213-368-7076 269-966-3629 903-237-1004 602-534-4241 269-983-9875 586-276-4077 209-937-5099 828-665-5005 636-949-7471 937-258-0029 248-655-8932 989-638-9852 240-250-0895 302-355-2969 248-430-0134 281-584-7946 704-862-6262 704-992-4933 248-443-0090 770-258-3901 248-625-7442 502-564-3875 630-595-0336 517-663-2714 905-677-1851 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 843-556-1780 610-361-6082 248-816-4352 517-241-8077 517-335-1880 401-222-3145 401-725-5160 248-280-2110 603-755-9128 252-753-2963 401-333-3648 336-316-5422 248-853-8422 704-571-3680

Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Daniel Watson Linda King Dept Of Commerce & Nat Res Bruce B Galletly Raymond Soucie Farmville Downtown Partnership

Tom Tekieke Jess Tincher

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

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9/29/2005 12:03 PM

Core Group
Facsimile (no e-mail) CREDITOR NAME Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging Visteon Climate Control CREDITOR NOTICE NAME General Fax Terry Nardone Adriana Avila FAX 519-944-7748 586-755-8988 586-939-4216 734-727-9481

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

Page 2 of 2

9/29/2005 12:03 PM

Core Group
E-mail CREDITOR NAME Adrian City Hall Champaign County Collector City Of Albemarle City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Los Angeles 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 of Marshall Gatx Logistics Inc Ge Capital Levine Fricke Inc Macomb Intermediate School Michigan Department Of Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Phh Canada Inc Phoenix Contracting Company Ricoh Canada Inc Ronald A Leggett Stark County Treasurer State Of Michigan State Of Michigan State Of Michigan CREDITOR NOTICE NAME John Fabor Daniel J. Welch Utilities Department The Mator at City Hall Roger Elkins City Manager Pauline Houston Dept Of Building And Safety Lowell Regional Wastewater Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor/Treasurer Business License Div Pretreatment Division Tracy Horvarter Gatx Corporation Email cityofadrian@iw.net treasurer@co.champaign.il.us Gedwards@ci.albemarle.nc.us Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca webmaster@ladbs.lacity.org 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 contactgatx@gatx.com rail.sales@ge.com veronica.fennie@lfr.com webmaster@misd.net treasReg@michigan.gov info@electionsquebec.qc.ca mied@dor.mo.gov maire@st-zotique.com phhmail@phhpc.com WDKinley@aol.com legal@ricoh.ca leggettr@stlouiscity.com sjbolek@co.stark.oh.us deq-ead-env-assist@michigan.gov mediainfo@michigan.gov shuttkimberlyj@michigan.gov

15663507 Lacolle William Kinley President Collector Of Revenue Gary D Feigler Treasurer Michigan Dept Of Environmental Quality Environmental Assistance Div Mi Dept Of Labor Michigan Unemployment Insurance Agency Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office US Trustee Of Ingersoll Joseph T. Deters

State Of Michigan Stephen E Spence The Corporation Of The Town Treasurer Of State Tyco Capital Inc United Rentals Of Canada Inc Ville De Farnham Voridian Canada Company

Service de la Tresorerie

treasReg@michigan.gov steve.e.spence@usdoj.gov elantz@town.ingersoll.on.ca treasurer@tos.state.oh.us Frank.Chaffiotte@cit.com e-rental@ur.com msaintdenis@ville.farnham.qc.ca blanderson@eastman.com

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

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9/29/2005 12:02 PM