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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
Proposed Hearing Date (if necessary): June 21, 2007 at 2:00 p.m. Proposed Objection Deadline: June 19, 2007 at 4:00 p.m.

DEBTORS MOTION FOR THE ENTRY OF AN ORDER APPROVING ASSET PURCHASE AGREEMENT FOR THE SALE OF ASSETS AT DEBTORS EVART, MICHIGAN, BELVIDERE, ILLINOIS AND ST. LOUIS, MISSOURI FACILITIES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS AND RELATED RELIEF The above-captioned debtors (collectively, the Debtors) hereby move the Court (this Motion) for the entry of an order, substantially in the form of Exhibit A, approving the asset purchase agreement, substantially in the form of Exhibit B (the Asset Purchase Agreement), for the sale of assets at the Debtors Evart, Michigan, Belvidere, Illinois and St. Louis, Missouri facilities (collectively, the Facilities) free and clear of liens, claims, encumbrances and other

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 11737032.12

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interests, the assumption and assignment of certain executory contracts and unexpired leases in connection therewith and other 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 certain of the Debtors major customers. The Debtors, in consultation with the agent for their senior, secured prepetition lenders (the Prepetition Agent), determined that the sale of the business at the Facilities (the Business) as a going concern would maximize value for the Debtors estates and creditors. After an extensive marketing process and examining the bids received from potential buyers, the Debtors and their advisors, in consultation with the Prepetition Agent, determined that the offer from Ventra Evart, LLC, Ventra Belvidere, LLC, Ventra St. Louis, LLC and Ventra Assembly Company (collectively, the Purchaser) was the highest and best offer received by the Debtors. After making this determination, the Debtors, in consultation with the Prepetition Agent, negotiated the Asset Purchase Agreement with the Purchaser. The Debtors now seek Court approval of the sale of the assets related to the Business to the Purchaser, with the support of the Prepetition Agent, pursuant to the terms and conditions set forth in the Asset Purchase Agreement.

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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 bases for the relief requested herein are sections 105(a), 363, 365

and 1146 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), Rules 2002, 6004, 6006 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). 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. 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, the agent for the Debtors senior, secured postpetition lenders (collectively with the Prepetition Agent, the Agents) and certain of the Debtors major customers (the Customers) [Docket No. 3890]. The Customer Agreement, among other things, provides for a

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framework to facilitate the orderly sale of a majority of the Debtors businesses with the support of the Agents and the 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]. The Plan is supported by the unofficial steering committee for the Debtors senior, secured prepetition lenders, the Committee and the Customers. This Court has scheduled a hearing on confirmation of the Plan for July 12, 2007. II. The Debtors Extensive Marketing and Sales Efforts. 8. In November 2006, the Debtors, in consultation with the Prepetition Agent,

started their initial marketing and sales efforts with respect to the assets related to the Business. In particular, the Debtors contacted 72 potential financial and strategic buyers that the Debtors had identified as likely purchasers of the assets, 32 of which executed a non-disclosure agreement and received confidential information. After the Debtors conducted detailed discussions with these interested parties and provided additional information, six parties expressed further interest in the assets. These six parties were given management presentations, plant tours and additional due diligence information. 9. Due to significant historical and future operating losses and further feedback from

the interested parties, the Debtors, in consultation with the Prepetition Agent, initially concluded that the Business could not be sold as a going concern and, therefore, initially assumed that the Facilities would have to be shut down. Nevertheless, in a further effort to sell the Business for the highest value and to save a significant amount of jobs, the Debtors and their advisors developed a plan that would result in selling the Business as a going concern (the Business Plan). The Debtors presented the Business Plan to the Facilities largest customer,

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DaimlerChrysler Company, LLC, f/k/a DaimlerChrysler Corporation (DCC), and DCC stated that it would give tentative support for the Business Plan. As a result, the Debtors presented the details of the Business Plan to the six remaining interested parties. 10. Subsequent to further discussions regarding the Business Plan, four of the six

parties continued to express interest in the purchase of the Business as a going concern and met with DCC to discuss its internal manufacturing footprint and execution of the Business Plan. None of the other parties initially contacted by the Debtors expressed any further interest in the purchase of the Business as a going concern. 11. After additional discussions and due diligence, two of the remaining interested

parties provided letters of intent for the purchase of the Business as a going concern. Based upon the value of these bids, the Debtors and their advisors determined, in their business judgment and after consultation with the Prepetition Agent, that the offer from the Purchaser was (a) the highest and best offer received, (b) the only offer capable of satisfying current and future DCC contracts and (c) the only offer capable of maintaining the Business as a going concern and preserving a significant amount of jobs. 12. The Debtors then proceeded, in consultation with the Prepetition Agent, to

negotiate the terms of an asset purchase agreement with the Purchaser. As a result of extensive, arms-length negotiations, on June 11, 2007, the Debtors and the Purchaser executed the Asset Purchase Agreement regarding the sale of the assets related to the Business.

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III.

The Asset Purchase Agreement. 13. The following sets forth a summary of the material terms and conditions of the

Asset Purchase Agreement:2 Provision Cash Purchase Price Description Subject to the purchase price adjustment set forth in the Asset Purchase Agreement, the Purchase Price for the Acquired Assets shall consist of (a) $7,540,870 for the Acquired Assets other than the Textron Assets plus (b) $2,900,000 for the Textron Assets. The Acquired Assets include the Sellers right, title and interest in and to substantially all of the assets exclusively used in the Business, whether tangible or intangible, whether real, personal or mixed, and whether or not carried on the books of the Sellers. The Excluded Assets include all of the assets and properties that are being retained by the Sellers and are not being sold or transferred to the Purchasers, including, among other things, cash, certain claims and causes of action, certain corporate documents, certain assets owned by DCC, certain assets owned by Textron, intercompany receivables, pre-Closing tax refunds and rebates, and certain tooling used by the Sellers in connection with the manufacture of component parts for DCC. The Assumed Liabilities include: (a) liabilities and obligations of the Sellers under the Assumed Contracts and Assumed Leases arising after the Closing; (b) liabilities and obligations of the Sellers with respect to the Business or the Acquired Assets arising after the Closing; (c) 50% of the transfer taxes, if any, applicable to the transfer of the Acquired Assets to the Purchaser; and (d) certain environmental liabilities that arise as a result of the Purchasers operation of the Acquired Assets after the Closing. The Excluded Liabilities consist of all the liabilities of the Sellers that are not Assumed Liabilities, including, without limitation, certain tax liabilities, certain employee liabilities, liabilities and responsibilities relating to the Excluded Assets, and liabilities of the Sellers arising prior to the Closing (other than the Assumed Liabilities).

Acquired Assets

Excluded Assets

Assumed Liabilities

Excluded Liabilities

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 B. 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 Assumption and Assignment of Certain Executory Contracts and Unexpired Leases

Description The Sellers will assume and assign to the Purchaser, pursuant to section 365 of the Bankruptcy Code, effective as of the Closing Date, the two executory contracts and unexpired leases set forth on Exhibit C to this Motion (collectively, the Assumed Agreements). Relief Requested

14.

By this Motion, the Debtors seek authority to sell the Acquired Assets to the

Purchaser, free and clear of liens, claims, encumbrances and other interests, pursuant to the terms and conditions set forth in the Asset Purchase Agreement. The Debtors also request authority to assume and assign the Assumed Agreements pursuant to the terms and conditions set forth in the Asset Purchase Agreement in connection therewith. The Debtors further request that the Court waive the ten-day automatic stays of both the sale, imposed under Bankruptcy Rule 6004(g), and the assignment of the Assumed Agreements, imposed under Bankruptcy Rule 6006(d). Basis for Relief I. Approval of the Proposed Sale Is Appropriate and in the Best Interests of the Debtors Estates and Their Creditors. 15. The Debtors have determined, after consultation with the Prepetition Agent, that

the sale of the Acquired Assets to the Purchaser will enable the Debtors to obtain the highest and best offer for these assets 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 Acquired Assets, and the sale pursuant to the terms of the Asset Purchase Agreement 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 Acquired 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

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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., 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 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 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. 18. The Debtors have proposed the sale of the Acquired Assets after thorough

consideration of all viable alternatives and have concluded that such sale is supported by a

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number of sound business reasons. In particular, once the Debtors determined that it was not feasible to reorganize their operations, the Debtors and their advisors, after conducting a thorough analysis of the Business and examining a number of alternatives, determined that the sale of the Business as a going concern would maximize the value of such assets to the benefit of the Debtors estates and creditors. 19. The value the Debtors will receive for the sale of the Business as a going concern

exceeds any value the Debtors could get for the Acquired 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 Acquired Assets for greater economic value to the Debtors estates than the Purchaser. 20. The Debtors also believe that the value of the consideration to be received for the

Acquired Assets under the Asset Purchase Agreement is fair and reasonable. The Debtors submit that the Asset Purchase Agreement constitutes the highest and best offer for the Acquired Assets and will provide a greater recovery for the Debtors estates than would be provided by any other available alternative. 21. Further, the Debtors submit that their extensive efforts to market and sell the

Business as a going concern and the limited nature of the market capable of satisfying current and future contracts with DCC (the Facilities largest customer) warrant approval of the sale to the Purchaser without requiring a separate auction process. Indeed, the next generation contracts have already been awarded by DCC to the Purchaser, and, therefore, no other party would have access to the book of business needed to keep the Facilities operational. The sale of the Business to any other party likely would result in the shut down of the Facilities and the loss of a

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significant amount of jobs.

Accordingly, an auction process would merely delay the

consummation of the sale and cause the Debtors to incur further uncompensated carrying costs. 22. Accordingly, the Debtors determination to enter into the Asset Purchase

Agreement and to sell the Acquired Assets to the Purchaser is a valid and sound exercise of their business judgment. B. The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code for a Sale Free and Clear of Liens, Claims, Encumbrances and Other Interests. This Court has authority to authorize the sale of the Acquired Assets free and See 11 U.S.C. 363(f). Under

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clear of liens, claims, encumbrances and other interests.

section 363(f) of the Bankruptcy Code, a debtor-in-possession may sell property free and clear of any lien, claim or interest of an entity in such property if, among other things: applicable nonbankruptcy law permits the 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 Acquired Assets free and clear of liens, claims, encumbrances and other interests. 24. The Debtors believe that one or more of the tests of section 363(f) are satisfied

with respect to the transfer of the Acquired Assets pursuant to the Asset Purchase Agreement. In particular, the Debtors believe that at least section 363(f)(2) will be met in connection with the

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sale proposed under the Asset Purchase Agreement because each of the parties holding liens, claims, encumbrances and other interests on the Acquired Assets, if any, will consent, or absent any objection to this Motion, will be deemed to have consented to, the sale. 25. 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 Acquired Assets to the Purchaser 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. 26. 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 Acquired Assets free and clear any such liens, claims, encumbrances and other interests. C. 27. The Acquired Assets Should Be Sold Free and Clear of Successor Liability. Under the terms of the Asset Purchase Agreement, the Purchaser is not liable for

any of the Debtors liabilities as a successor to the Debtors business or otherwise, unless expressly assumed. Extensive case law exists providing that claims against a buyer are directed to the proceeds of a free and clear sale of property and may not subsequently be asserted against a buyer. 28. 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

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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 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. 29. 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

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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). 30. Here, the Purchaser has engaged in arms-length negotiations with the Debtors

and has not exerted control or undue influence over the Debtors. The Purchaser is a completely and wholly-unrelated entity to the Debtors. The Purchaser does not, and will not, share any common incorporators, officers, directors or stockholders with the Debtors, and the Purchaser is not an insider of the Debtors. See 11 U.S.C. 101(31). 31. 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 Acquired 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 Acquired Assets. 32. Under section 363(f), the purchaser of the Acquired 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 Acquired Assets should state that the Purchaser is not liable as a successor under any theory of successor liability for claims that encumber or relate to the Acquired Assets. D. The Purchaser Is a Good Faith Purchaser and Is Entitled to the Full Protection of Section 363(m) of the Bankruptcy Code, and the Transfer and the Sale of the Acquired Assets Do Not Violate Section 363(n). Under section 363(m), the reversal or modification on appeal of an authorization

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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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34.

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

good faith, the Purchaser is entitled to the full protections of section 363(m). A party would have to show fraud or collusion between the buyer and the debtor in possession or trustee or other bidders in order to demonstrate a lack of good faith. See 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). 35. The Debtors and the 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 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. 36. Further, the transaction contemplated in the Asset Purchase Agreement does not Under section 363(n), a

constitute an avoidable transaction pursuant to section 363(n).

debtor-in-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 their major constituents regarding the terms of the sale prior to seeking approval thereof. No party to the negotiations of the Asset Purchase Agreement,

including the Debtors, believes that there is any indication of collusion among potential bidders in the instant circumstances. Accordingly, the Purchaser should receive the protections afforded good faith purchasers under section 363(m).

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E. 37.

The Transfer of the Acquired 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). 38. The Debtors seek approval of the sale of the Acquired 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, the sale of the Business was contemplated as part of the Debtors efforts to exit bankruptcy protection. Accordingly, the Debtors submit that the transfers made pursuant to the Asset Purchase Agreement are crucial to

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the confirmation of the Plan and, therefore, should be exempt from stamp or similar taxes, including bulk transfer taxes, under section 1146(a). II. Assumption and Assignment of the Assumed Agreements Is Authorized by Section 365 of the Bankruptcy Code. 39. 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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40.

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). 41. 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.). 42. In the present case, the Debtors assumption and assignment of the

Assumed Agreements to the 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

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Assumed Agreements, the assumption (and assignment) of these Assumed Agreements is undoubtedly a sound exercise of the Debtors business judgment. 43. 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). 44. 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). 45. Here, the Debtors will pay all cure amounts, if applicable, in connection with the

Assumed Agreements. In particular, the respective cure amounts for the Assumed Agreements

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are set forth in Exhibit C (the Cure Amount). Furthermore, the assignee (the Purchaser) has sufficient assets to continue performance thereunder, and at the hearing on this Motion (the Sale Hearing), the 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 Purchaser 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. 46. 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 Assumed Agreements and are deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f). 47. 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). 48. 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

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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). 49. 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).

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III.

Cause Exists to Modify the Stays Imposed By Bankruptcy Rules 6004(g) and 6006(d). 50. Bankruptcy Rule 6004(g) provides that an order authorizing the sale . . . of

property . . . is stayed until expiration of 10 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(g). Bankruptcy Rule 6006(d) similarly provides that an order authorizing the trustee to assign an executory contract or unexpired lease . . . is stayed until the expiration of 10 days after the entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6006(d). 51. The Debtors request that the proposed sale, and the assignment of the

Assumed Agreements to be carried out in connection therewith, be permitted to conclude immediately following entry of any order of this Court approving the sale. The Debtors and the Purchaser believe that time is of the essence in the closing of the transaction. In particular, to maximize the value of the assets and preserve the viability of the Business, the Asset Purchase Agreement provides for a closing date no later than June 30, 2007. Therefore, the Debtors believe that cause exists for modification of the time periods set forth in Bankruptcy Rules 6004(g) and 6006(d). Notice 52. Notice of this Motion has been given to the Core Group, the 2002 List, the

Affected Parties and all other parties set forth in this Motion and as required by the Case Management Procedures.3 In light of the nature of the relief requested, the Debtors submit that no further notice is required.

Capitalized terms used in this paragraph 52 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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No Prior Request 53. court. No prior motion for the relief requested herein has been made to this or any other

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

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Dated: June 11, 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

K&E 11737032.12

EXHIBIT A

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 EVART, MICHIGAN, BELVIDERE, ILLINOIS AND ST. LOUIS, MISSOURI FACILITIES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS AND RELATED RELIEF Upon the motion (the Motion)2 of the above-captioned debtors

(collectively, the Debtors) for the entry of an order (i) approving an asset purchase agreement by and among Collins & Aikman Corporation and JPS Automotive, Inc., as sellers, and Ventra Evart, LLC, Ventra Belvidere, LLC, Ventra St. Louis, LLC and Ventra Assembly Company, as purchasers, (collectively, the Purchaser), substantially in the form attached to the Motion as Exhibit B (the Asset Purchase Agreement), for the sale of the Acquired Assets (as defined in the Asset Purchase Agreement) to the Purchaser free and clear of liens, claims,
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

K&E 11737032.12

encumbrances and other interests (the Sale); (ii) approving the assumption and assignment of the Assumed Agreements 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 Agreements, 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, THE COURT FINDS AND DETERMINES THAT:3 Jurisdiction, Final Order and Statutory Predicates A. This Court has jurisdiction to hear and determine the Motion pursuant to

28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 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
3

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 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.

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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 Motion are sections 105(a),

363, 365 and 1146(a) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006 and 9014 and Local Rules 2002-1 and 6004-1. Notice of the Sale and the Cure Amounts D. Actual written notice of the Sale Hearing, the Motion, the Sale and the

assumption and assignment of the Assumed Agreements and a reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities, including, but not limited to: 2002 List and (iii) the Affected Parties.4 E. The Debtors served the Motion, including Exhibit C to the Motion, upon each (i) the Core Group, (ii) the

non-debtor counterparty to an Assumed Agreement that the Debtors seek to assume and assign to the Purchaser. Such 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 Agreements. Non-debtor counterparties to the Assumed Agreements have had an opportunity to object to the Cure Amount set forth in Exhibit C to the Motion. F. As evidenced by the affidavits of service previously filed with this Court, proper,

timely, adequate and sufficient notice of the Motion, 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.

Core Group, 2002 List and Affected Parties 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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G.

The foregoing notice described in paragraphs D through F was good, sufficient

and appropriate under the circumstances, and no other or further notice of the Motion, the Sale Hearing, the Sale or the assumption and assignment of the Assumed Agreements is required. H. 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 I. The Purchaser is not an insider of the Debtors, as that term is defined in

section 101(31) of the Bankruptcy Code. J. The Purchaser is purchasing the Acquired 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) 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; (b) the Purchaser has not violated section 363(n) of the Bankruptcy Code by any action or inaction; (c) no common identity of directors or controlling stockholders exists between the Purchaser and any of the Debtors; and (d) 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. Highest and Best Offer K. The Asset Purchase Agreement constitutes the highest and best offer for the

Acquired 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

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Agreement constitutes the highest and best offer for the Acquired Assets constitutes a valid and sound exercise of the Debtors business judgment. L. The Asset Purchase Agreement represents a fair and reasonable offer to purchase

the Acquired Assets under the circumstances of these chapter 11 cases. No other person or entity or group of entities has offered to purchase the Acquired Assets for greater economic value to the Debtors estates than the Purchaser. M. Approval of the 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. N. The Debtors have demonstrated compelling circumstances and a good, sufficient

and sound business purpose and justification for the Sale. No Fraudulent Transfer O. 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 P. Each Debtor has full corporate power and authority to execute and deliver the

Asset Purchase Agreement and all other documents contemplated thereby and to consummate the transactions contemplated by the Asset Purchase Agreement. The Asset Purchase Agreement 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.

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Q.

The transfer of each of the Acquired 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 Acquired Assets free and clear of all liens, claims, encumbrances and other interests (collectively, the Liens) accruing, arising or relating to any time prior to the Closing Date, except for any Permitted Encumbrances and Assumed Liabilities under the Asset Purchase Agreement. Section 363(f) Is Satisfied R. The Debtors may sell the Acquired Assets to the Purchaser free and clear of all

Liens against the Debtors, their estates or any of the Acquired Assets (except for any Permitted Encumbrances 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 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 Acquired 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,

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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. S. Those holders of Liens against the Debtors, their estates or any of the

Acquired Assets who did not object, or who withdrew their objections, to the Sale or the 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 Acquired Assets, attach to the cash proceeds of the Sale ultimately attributable to the Acquired Assets in which such creditor alleges an interest, in the same order of priority, with the same validity, force and effect that such 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 T. 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 U. 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. V. The respective amounts set forth in Exhibit C to the Motion 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.

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W.

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. X. The counterparties to the Assumed Agreements who did not object, or who

withdrew their objections, to the Sale or the Motion are deemed to have consented pursuant to section 365(c) and (e) of the Bankruptcy Code and waived any defaults under 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. Y. The Purchaser has provided adequate assurance of its future performance under

the relevant Assumed Agreements within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code. Compelling Circumstances for an Immediate Sale Z. To maximize the value of the Acquired Assets and preserve the viability of the

business to which the Acquired 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. AA. 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),

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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 Motion is granted and approved, and the Sale

contemplated thereby is approved as set forth in this Order. 2. All objections to the 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 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 all of the terms and conditions thereof,

including, but not limited to, the sale of the Acquired 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 Acquired Assets to the Purchaser pursuant to and in accordance with the terms and conditions of the Asset Purchase Agreement, (b) close the Sale as contemplated in the Asset Purchase Agreement and this Order and (c) 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

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implement the Asset Purchase Agreement and the Sale, or as may be reasonably necessary or appropriate to the performance of the obligations as contemplated by the Asset Purchase Agreement. 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 Acquired Assets, all non-Debtor parties to the Assumed Agreements, the Purchaser and all successors and assigns of the Purchaser, the Acquired Assets, and any trustees, if any, subsequently appointed 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 Acquired Assets 6. Pursuant to sections 105(a), 363(f) and 365 of the Bankruptcy Code, the Debtors

are authorized to transfer the Acquired Assets on the Closing Date. Such Acquired 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 Acquired Assets and, upon the Debtors receipt of the Purchase Price, shall be free and clear of all Liens except any Permitted Encumbrances and Assumed Liabilities under the Asset Purchase Agreement, with all such Liens to attach to the net proceeds of the Sale attributable to the Acquired Assets which were subject to such Liens with the same validity, priority, force and effect that they now have as against such Acquired Assets, subject to any claims and defenses the Debtors and their estates may possess with respect thereto.

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7.

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 Acquired Assets (other than Permitted Encumbrances and the Assumed Liabilities) arising under or out of, in connection with, or in any way relating to the Debtors, the Acquired Assets, the operation of the Debtors businesses prior to the Closing Date or the transfer of the Acquired 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 Acquired Assets, such persons or entities Liens or interests in and to the Acquired 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 Encumbrances and Assumed Liabilities) on the Acquired Assets, if any, as provided for herein, as such Liens may have been recorded or may otherwise exist. For purposes of clarification, and without limiting the effect or scope of this paragraph 7, this paragraph 7 shall have no effect on the Excluded Textron Assets. 8. 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 Acquired Assets to the Purchaser in accordance with the terms of the Asset Purchase Agreement and this Order. 9. The assignment and transfer of the Assumed Contracts and the Assumed Leases

pursuant to the terms of the Asset Purchase Agreement are hereby approved. 10. All entities that are in possession of some or all of the Acquired Assets on the

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

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11.

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 Encumbrances. 12. 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 Acquired 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 Acquired Assets, the Debtors are 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 Acquired Assets. For purposes of clarification, and without limiting the effect or scope of this paragraph 12, this paragraph 12 shall have no effect on the Excluded Textron Assets. 13. 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

12
K&E 11737032.12

documents and instruments necessary and appropriate to consummate the transactions contemplated by the Asset Purchase Agreement. 14. The Purchaser shall have no liability or responsibility for any liability or other

obligation of the Debtors arising under or related to the Acquired 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 Acquired 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 Acquired Assets) to any liability for claims (as that term is defined in section 101(5) of the Bankruptcy Code) against the Debtors or the Acquired Assets by reason of such transfer under the laws of the United States or any state, territory or possession thereof applicable to such transactions. 15. 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 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 Asset Purchase Agreement. Assumed Agreements 16. The Debtors to the are authorized free to assume and clear and of assign all each of the than

Assumed Agreements

Purchaser

Liens

other

Permitted Encumbrances 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

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K&E 11737032.12

the Assumed Agreement by the Purchaser, constitute adequate assurance of future performance thereof. The Purchaser shall then 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. 17. 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. 18. 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 anti-assignment provisions that are void and of no force and effect. All other requirements and

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K&E 11737032.12

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 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. 19. 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. 20. 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

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K&E 11737032.12

its obligations under the Assumed Agreement, including any failure to pay any amounts necessary to cure any Debtors defaults thereunder. 21. 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. 22. The Purchaser has provided adequate assurance of its future performance under

the relevant Assumed Agreements within the meaning of section 365(b)(1)(C) 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. 23. The Purchaser shall cooperate as reasonably necessary or desirable to provide

adequate assurance of future performance to counterparties to 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. 24. 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. 25. 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.

16
K&E 11737032.12

Other Provisions 26. 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 Acquired Assets, with respect to any (a) Lien (other than a Permitted Encumbrance) arising under, out of, in connection with or in any way relating to the Debtors, the Purchaser, the Acquired Assets or the operation of the Acquired 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 Acquired Assets or conduct any of the businesses operated with the Acquired Assets. 27. Except for the Permitted Encumbrances 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 Acquired Assets. Without limiting the generality of the foregoing, and except as otherwise

17
K&E 11737032.12

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 Acquired 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 Acquired Assets. 28. 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.

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K&E 11737032.12

29.

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

Purchase Agreement is fair and reasonable and may not be avoided under section 363(n) of the Bankruptcy Code. 30. 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 and to assume and assign the Assumed Agreements pursuant to section 365 of the Bankruptcy Code immediately upon entry of this Order. 31. The automatic stay provision of section 362 of the Bankruptcy Code shall be

modified for the sole and limited purpose of permitting Textron Financial Corporation (Textron) to sell and remove the Excluded Textron Assets from the Facilities as contemplated by the Asset Purchase Agreement. 32. 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 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 Acquired Assets, all without imposition or payment of any stamp tax or similar tax. 33. Nothing in this Order or the Asset Purchase Agreement approves or provides for

the transfer to the Purchaser of any avoidance claims (whether under chapter 5 of the Bankruptcy Code or otherwise) of the Debtors estates. 34. No bulk sales law or any similar law of any state or other jurisdiction applies in

any way to the Sale.

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K&E 11737032.12

35.

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 the intent of the Court that the Asset Purchase Agreement be authorized and approved in its entirety. 36. 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. 37. 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 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. 38. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 39. 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. 40. 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
K&E 11737032.12

41.

All capital equipment set forth on Schedule 2.3(o) of the Asset Purchase

Agreement shall be transferred to DCC free and clear of all liens, claims, encumbrances and interests in full satisfaction and release of any (a) Cap-Ex Advance (as defined in the Customer Agreement) made by DCC on behalf of such equipment and (b) PMSI and Junior Security Interest (each as defined in the Customer Agreement) securing such capital equipment and granted to DCC pursuant to Section 22 of the Customer Agreement. 42. Notwithstanding anything herein to the contrary or otherwise, (a) nothing in the

Motion or this Order is intended or shall be construed to waive or prejudice any claims, rights, arguments or defenses of the Debtors or Textron related to the matters or issues set forth in (i) the Motion and Memorandum of Law of Textron Financial Corporation for an Order Requiring Debtors to Cure All Post-Petition Defaults and Timely Perform All Post-Petition Obligations Under Unexpired Personal Property Lease Pursuant to 11 U.S.C. 365(d)(10) [Docket No. 1794] and (ii) the stipulation by and between the Debtors and Textron related thereto [Docket No. 2067]; and (b) the Debtors and Textron reserve and preserve all claims, rights, arguments and defenses under the applicable agreements, the Bankruptcy Code and applicable law related thereto. 43. With respect to the Excluded Textron Assets, (a) the Purchaser shall allow

Textron to keep the Excluded Textron Assets at the Facilities in order to prepare the Excluded Textron Assets for sale and sell the Excluded Textron Assets at private sale or auction, (b) Textron may conduct an auction of the Excluded Textron Assets during the summer shutdown of the Facilities (or, if there is not a summer shutdown, during the week commencing June 25, 2007), provided that Textron shall use its best efforts to conduct such auction so as not to interfere with the Purchasers operation of the Business, (c) all of the Excluded Textron Assets

21
K&E 11737032.12

shall be removed by Textron (or the purchasers from Textron) no later than September 15, 2007 and that such removal shall be at Textrons or its purchasers expense and handled so as not to either interfere with the Purchasers operation of the Business or damage the Acquired Assets or the Facilities, (d) Textron shall be responsible to leave the areas of the Facilities in which the Excluded Textron Assets are located in a condition no worse than the condition of such areas as of the Closing Date, (e) Textron shall enter into a mutually acceptable confidentiality agreement with the Purchaser regarding access to the Facilities and the Purchasers operations at the Facilities, (f) potential purchasers of the Excluded Textron Assets shall have access to the Facilities to view and inspect the Excluded Textron Assets upon three (3) days notice to the Purchaser subject to the same confidentiality obligations as Textron, (g) Textron shall be responsible for all damages caused by any breach of the foregoing, and (h) the Purchaser shall not operate the Excluded Textron Assets pending the sale and removal of the Excluded Textron Assets from the Facilities and the Purchaser shall be responsible for all damages caused by any breach of this provision (h).

22
K&E 11737032.12

CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 11th day of June, 2007, I caused to be served, by e-mail and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Motion for the Entry of an Order Approving Asset Purchase Agreement for the Sale of Assets at Debtors Evart, Michigan, Belvidere, Illinois and St. Louis, Missouri Facilities Free and Clear of Liens, Claims, Encumbrances and Other Interests and Related Relief. Dated: June 11, 2007 /s/ Ray C. Schrock Ray C. Schrock

K&E 11737032.12

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CREDITOR NAME A Freeman Acord Inc Adrian City Hall Alice B Eaton Amalgamated Life Android Industries 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 Baker Hostetler Balch & Bingham LLP Barnes & Thornburg LLP Barnes & Thornburg LLP Barris Sott Denn & Driker PLLC Bartlett Hackett Feinberg Basell USA Inc Baymex Inc. Beadle Burket Sweet & Savage PLC

CREDITOR NOTICE NAME John Livingston John Fabor Judith Greenspan Esq Kathryn Nichols 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 Matthew R. Goldman Eric T Ray John T Gregg Patrick E Mears C David Bargamian Leo J Gibson Frank F McGinn Scott Salerni John Walton, Sr. Kevin M Smith

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 Chalmers Group 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 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 knichols@android-ind.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 mgoldman@bakerlaw.com eray@balch.com john.gregg@btlaw.com pmears@btlaw.com dbargamian@bsdd.com lgisbson@bsdd.com ffm@bostonbusinesslaw.com scott.salerni@basell.com jwaltonsr@baymex.com.mx ksmith@bbssplc.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 josephj@chalmersgroup.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

Robert Stark & Steven Smith

Daniel N Sharkey & Paula A Osborne Matthew E Wilkins Esq Jonathan A Schaffzin Robert Usadi Kevin C Calhoun Leon Friedberg Joseph Jeyanayagam 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

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CREDITOR NAME City Of Woonsocket Ri City Treasurer City Treasurer Clark Hill PLC Cole Schotz Meisel Forman & Leonard PA Consolidated Metco Constellation NewEnergy Inc Crowell & Moring LLP 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 Delphi Corp. Dennis C Roberts PLLC Detroit Technologies Dickinson Wright PLLC Dickinson Wright PLLC Dilworth Paxson LLP Dong Kwang Ramos, SA 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 Eisenmann Corp. Elias Meginnes Riffle & Seghetti PC Ellwood Group Inc Erin M Casey Erman Teicher Miller Zucker & Freedman PC FET Filardi Law Offices Foley & Lardner LLP Frank Gorman Gail Perry Garan Lucow Miller PC Garan Lucow Miller PC Ge Capital GE Polymerland George E Schulman Glass & Associates Gold Lange & Majoros PC Gold Lange & Majoros PC Hal Novikoff Handwork & Kerscher LLP Hearland Industrial Partners Heather Sullivan Hewlett Packard Co Hewlett Packard Co Howard & Howard Attorneys PC Hunton & Williams LLP

CREDITOR NOTICE NAME Pretreatment Division Tracy Horvarter E Todd Sable Stuart Komrower & Mark Politan Ed Oeltjen Catherine Barron Esq Joseph L Meadows Mark D Plevin K Kinsey

EMAIL webmaster@woonsocketri.org THovarter@cityofmarshall.com Ncowdrey@corunna-mi.gov japplebaum@clarkhill.com skomrower@coleschotz.com mpolitan@coleschotz.com eoeltjen@conmet.com cathy.barron@constellation.com jmeadows@crowell.com 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 lon.offenbacher@delphi.com dcroberts@coxinet.net tfairgrieve@dtigroup.com dcopley@dickinsonwright.com mchammer2@dickinsonwright.com sfreedman@dilworthlaw.com jzavala@dktec.com.mx 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 pgriffco@aol.com bmeginnes@emrslaw.com jnair@emrslaw.com sapel@elwd.com ecasey@stblaw.com jteicher@ermanteicher.com khaverly@fetusa.com charles@filardi-law.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 sedmiston@glass-consulting.com emajoros@glmpc.com sgold@glmpc.com dlehl@glmpc.com HSNovikoff@wlrk.com kerscher@aol.com richard.madigan@heartlandpartners.com hsullivan@unumprovident.com anne.kennelly@hp.com ken.higman@hp.com lgretchko@howardandhoward.com jburns@hunton.com

Kim R Kolb Esq George E Shulman

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

Julie Teicher & Dianna Ruhlandt Ken Haverly Charles J Filardi Judy A Oneill Esq

Kellie M Blair Esq Robert Vozza Esq Val Venable Sherman Edmiston Elias T Majoros Stuart A Gold & Donna J Lehl Jeffrey M Kerscher Rich Madigan Anne Marie Kennelly Ken Higman Lisa Gretchko John D Burns

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CREDITOR NAME 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 Jet Moulding Compounds 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 K Crumbo K Schultz Kelley Drye & Warren LLP

CREDITOR NOTICE NAME Brian D Okeefe Mark Chesnes Niraj R Ganatra Robert K Siegel Alicia S Schehr Louis P Rochkind

Paul V Possinger & Peter A Siddiqui Jannette Mongeeon

James S Carr Denver Edwards

EMAIL 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 jennette@jetmoulding.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 kcrumbo@kraftscpas.com kschultz@tmmna.com jcarr@kelleydrye.com robert.bassel@kkue.com tgougherty@keyplastics.com kim.stagg@nmm.nissan-usa.com Kimberly.Rodriguez@gt.com pburton@ksrinternational.on.ca tah@kompc.com patrick.healy@lawdeb.com daniel.fisher@lawdeb.com stzouvelekas@lwtm.com lwalzer@angelogordon.com lee.vandermyde@conwedplastics.com veronica.fennie@lfr.com dallas.bankruptcy@publicans.com houston_bankruptcy@publicans.com dolan@litchfieldcavo.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 mrmzr@aol.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

Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq Key Plastics Tom Gougherty Kim Stagg Kimberly Davis Rodriguez KSR International Pat Burton 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 Leucadia National Lee Vandermyde Levine Fricke Inc Linebarger Goggan Blair & Sampson LLP Linebarger Goggan Blair & Sampson LLP Litchfield Cavo 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 Mazur & Associates 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 Elizabeth Weller John P Dillman Dennis M Dolan Timothy Chen Michael S Etkin & Ira M Levee Vincent A DAgostino Esq Jill K Smith Asst Corp Counsel

David S Hoopes Mike Mazur John R Grant Paul A Lucey

David M Gurewitz

Patricia A Borenstein Esq Timothy A Fusco Esq Bruce A Miller

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

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CREDITOR NAME 16 Industrial Park Llc 74 Industrial Park Llc Active Burgess Active Burgess Active Screw & Fastener Advanced Composites Inc Advanced Composites Inc Advanced Integrated Mfg Air & Water Systems Inc Akin Gump Strauss Hauer & Feld LLP Alliance Walnut Int. Alto Financial Services American Financial Leasing Inc American General Finance American Home Assurance Company Anchor Tool & Die Ascom Hasier GE Capital Assoc Receivables Funding Inc Athens City Tax Collector Atra Attorney General of MI Attorney General's Office Attorney General's Office Automotive Component Holdings Avaya Inc Baker & Hostetler LLP Banc of America Leasing & Capital LLC Barclays Bank PLC Barloworld Finance Basf Corporation Bayer Material Sciences Bayer Polymers LLC BC Technologies Inc Beam Miller & Rogers PLLC Beaumont Executive Health Service Becker 150 Stephenson LLC Beier Howlett Pc Bell Boyd & Lloyd Inc Blackhawk Plastics Bmt Commodity Corp BNY Midwest Trust Company BNY Midwest Trust Company BPV Lowell LLC Brandon Associates LP Breitkreuz Molds & Plastics Inc Brenda G Brown Brown Corporation Brown Corporation Brunswick Corp Burr & Forman LLP Busse & Associates Butzel Long PC Cadence Innovation LLC Cahill Gordon & Reindel LLP

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Schafer and Weiner PLLC 2155 North Talbot Rd Rr 1 5215 Old Orchard Rd S 700 co Halperin Battaglia Raicht LLP 1062 S 4th Ave 17157 E Ten Mile Rd 5480 Highland Rd 590 Madison Ave 16091 Swingley Ridge Rd 6689 Orchard Lake Rd 320 505 S Neil St AIG Law Dept Bankruptcy 11830 Brookpark Rd PO Box 3083 PO Box 16253 PO Box 849 525 W Ottawa James R. Thompson Ctr., 100 W. Randolph St. Supreme Court Building, 207 W. High St. 39000 Mound Rd PO Box 5126 3200 National City Center Special Assets Group IL1 231 16 46 200 Park Ave 5th Fl PO Box 410050 1609 Biddle Ave 100 Bayer Rd Bldg 16 100 Bayer Rd 401 Landers Rd 709 Taylor St 3535 W 13 Mile Rd Suite 140 Bodman LLP 200 E Long Lk Ste 110 3 1st National Plaza Ste 3300 800 Pennsylvania 530 Fifth Ave 2 North LaSalle St Ste 1020 2 North LaSalle St Ste 1020 co Halperin Battaglia Raicht LLP 1410 Valley Rd 42235 Yearego 1312 Shady Lawn Dr 401 S Steele Ste Varnum Riddering et al Law Dept 420 N 20th St Ste 3100 No 329 100 Bloomfield Hills Pkwy Ste 100 977 East 14 Mile Road 80 Pine St

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CREDITOR NAME 16 Industrial Park Llc 74 Industrial Park Llc Active Burgess Active Burgess Active Screw & Fastener Advanced Business Machines, Inc Advanced Composites Inc Advanced Composites Inc Advanced Integrated Mfg Air & Water Systems Inc Akin Gump Strauss Hauer & Feld LLP Alliance Walnut Int. Alltel Alto Financial Services American Financial Leasing Inc American General Finance American Home Assurance Company Anchor Tool & Die Ascom Hasier GE Capital Assoc Receivables Funding Inc Athens City Tax Collector Atra Attorney General of MI Attorney General's Office Attorney General's Office Automotive Component Holdings Avaya Inc Baker & Hostetler LLP Banc of America Leasing & Capital LLC Barclays Bank PLC Barloworld Finance Basf Corporation Bayer Material Sciences Bayer Polymers LLC BC Technologies Inc Beam Miller & Rogers PLLC Beaumont Executive Health Service Becker 150 Stephenson LLC Beier Howlett Pc Bell Boyd & Lloyd Inc Blackhawk Plastics Bmt Commodity Corp BNY Midwest Trust Company BNY Midwest Trust Company BPV Lowell LLC Brandon Associates LP Breitkreuz Molds & Plastics Inc Brenda G Brown Brown Corporation Brown Corporation Brunswick Corp Burr & Forman LLP Busse & Associates Butzel Long PC Cadence Innovation LLC Cahill Gordon & Reindel LLP California Regional Water Quality Control Board Central Valley Region Calsonic Kansei

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c o Ryan Heilman Esq Attn Dana Damyen Attn Alan D Halperin Esq & Julie D Dyas Esq Rob Morgan David Reiche Amy Wilhelm Michael S Stamer Philip C Dublin

ADDRESS1 PO Box 949 PO Box 949 Schafer and Weiner PLLC 2155 North Talbot Rd Rr 1 5215 Old Orchard Rd S 700 220 E Lundington Dr co Halperin Battaglia Raicht LLP 1062 S 4th Ave 17157 E Ten Mile Rd 5480 Highland Rd 590 Madison Ave Bldg No 4 Fifth Fl 16091 Swingley Ridge Rd 6689 Orchard Lake Rd 320 505 S Neil St AIG Law Dept Bankruptcy 11830 Brookpark Rd PO Box 3083 PO Box 16253 PO Box 849

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555 Madison Ave 9th Fl

One Allied Dr Ste 180

David A Levin Esq c o Rick Mansell Attn Denise Gisvold Mike Keith Matthew H Rick Attn Bankruptcy Department Attn Bankruptcy Department co RMS Bankruptcy Services Matthew R. Goldman co Frank Sterdjevich Mr David Bullock Stephanie Tinker Charlie Burrill Linda Vesci

70 Pine St 31st Fl

C No Chelms No Chelsfo Bloomfield Windsor Skokie Farwell New York Sidney Eastpointe Waterford New York Sterling He Little Rock Chesterfie West Bloo Champaig New York Cleveland Cedar Rap Greenville Athens Lansing Chicago

525 W Ottawa James R. Thompson Ctr., 100 W. Randolph St. Supreme Court Building, 207 W. High St. 39000 Mound Rd PO Box 5126 3200 National City Center 1900 East Ninth Street Special Assets Group IL1 231 16 46 200 Park Ave 5th Fl PO Box 410050 1609 Biddle Ave 100 Bayer Rd Bldg 16 100 Bayer Rd 401 Landers Rd 709 Taylor St 3535 W 13 Mile Rd Suite 140 Bodman LLP 200 E Long Lk Ste 110 3 1st National Plaza Ste 3300 800 Pennsylvania 530 Fifth Ave 2 North LaSalle St Ste 1020 2 North LaSalle St Ste 1020 co Halperin Battaglia Raicht LLP 1410 Valley Rd 42235 Yearego 1312 Shady Lawn Dr 401 S Steele Ste Varnum Riddering et al Law Dept 420 N 20th St Ste 3100 No 329 100 Bloomfield Hills Pkwy Ste 100 977 East 14 Mile Road 80 Pine St 300 S Spring St Ste 1702 5-24-15 Minamidai Nakano-ku 231 S LaSalle St

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CREDITOR NAME Canada Customs & Rev Agency Canada Customs & Rev Agency Cananwill Inc Carcorp Inc Carcorp Inc Cary Lyn Stanton Charter Township Of Plymouth Cit Group Hyster Credit Cit Technology Financing Services Inc CitiCorp Del Lease Inc dba Citicorp Dealer Finance City Of Albemarle City Of Battle Creek City of Belvidere City Of Canton City Of Dover City Of Dover City of Evart City of Evart City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City of Kalamazoo City Of Longview City Of Longview City Of Los Angeles City Of Marshall City Of Marshall City Of Phoenix City Of Roxboro City of St Clair City Of St Joseph City of St Louis City Of Sterling Heights City Of Sterling Hts Water City Of Williamston City Treasurer Clark Hill PLC Coface North America Inc as Agent for Foss Manufacturing Company Inc Coface North America Inc as Agent for Gold Key Processing Coface North America Inc as Agent for The Materials Group LLC Colbert & Winstead PC Colbond Inc Collector Of Revenue Collector Of Revenue Collins & Aikman Corp Comerica Bank as assignee of The Avatar Group Inc Connell Equipment Leasing Company Contrarian Capital Management LLC Coolidge Wall Womsley & Lombard Corning Inc Cox Hodgman & Giarmarco PC Cunningham Dalman PC Cypresstree Investment Mgmt Inc D L Peterson Trust

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CREDITOR NAME DaimlerChrysler Corporation on Behalf of Itself and Daimler Chrysler Canada Inc and Daimler Chrysler Motors Company LLC Dana Corp Dave Purewal Davidson Kempner Capital Management LLC Davis Cartage Co Dayton Bag & Burlap Co Dean Agee Decoma International & Intier Auto Dell Financial Services LP Delphi Automotive Systems LLC Dennis Reis LLC

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Auburn Hil Toledo

885 Third Ave Ste 3300 230 Earl Sleeseman Dr 322 Davis Ave c o Dickinson Wright PLLC 14050 Summit Dr 5725 Delphi Dr 7000 N Green Bay Ave James R. Thompson Ctr., Concourse Level, 100 W. Randolph St. Control Accounting Unit Harry S. Truman State Office Bldg. Kellie Schone Jayson Macyda Schafer and Weiner PLLC 2400 Ellis Rd Ste 100 5775 Brighton Pines CT DuPont Legal D 7156 Dawn R Copley 400 Renaissance Center One SeaGate 24th Fl 1001 Louisiana S1905A 41775 Production Dr 499 Honeybee Ln 1515 Equity Dr 200 Marcus C Peacock Deput Administrator 14105 Rosco Ct 4611 North 32nd St 13501 Katy Fwy 13501 Katy Freeway 50 Rockefeller Plz 2nd Fl Timothy A Fusco Attn Chairman Real Estate Dept Alan Lipkin Attn Nels Merrill 2, Rue Hannape Stevens & Lee PC 31 North 9th St 1084 Doris Rd One South Wacker Dr Miller Canfield Paddock & Stone PLC 150 W Jefferson Ave Ste 2500 2400 Woodrow Wilson Blvd. Suite 6 Dawn R Copley 500 Woodward Ave Suite 4000 47690 E Anchor Ct PO Box 105499 PO Box 890691 150 W Jefferson Ste 2500 2500 One Liberty Pl 787 Seventh Ave 50 Rockefeller Plaza 2nd Fl 500 Woodward Ave Ste 4000 Building A Ste 101

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PO Box 640387 PO Box 642444 PO Box 60500 401 Merritt Seven 2nd Fl 1100 Abernathy Rd 300 Renaissance Center Honigman Miller Schwartz and Cohn LLP PO Box 7159 PO Box 531 55 S Commercial St Graco Gusmer 77 Elm Dr Michael C Hammer 220 South Main St 7901 W Morris St 136 N Fairground St Ste 100 2775 Commerce Dr Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 Box 112 Ste 900 PO Box 300

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2301 W Big Beaver Rd

167 Crystal Bch Rd Rr No 3 10 S Wacker Dr 40th Fl 2885 Breckinridge Ste 200 4th Fl

903 N Opdyke Rd Ste C 58th Floor PO Box 352

C Chicago Houston Troy Grand Led Grand Rap Vassar Tyngsboro Harrow Harrow Old Hickor Chicago Milwaukee Deluth New York Glendale New York Houston Phenix Wayne Detroit Superior Auburn Hil New York Los Angele Grand Rap Wood Dale

PO Box 835 Building 16

Edward M. Mahon, Jr. Leggett & Platt Inc

Bay City Pittsburgh Pittsburgh Netherfield Nottingham Southfield

PO Box 757 1460 Atlantic Blvd 301 E Liberty Ste 500

co Dickinson Wright PLLC MRI Kings Mountain LLC C Garland Waller co Thomas G King D Sill Holmgren

Carthage Auburn Hil Holland Ann Arbor Kings Mou Farmington

Kevin L Larin

Kreis Enderle Callander & Hudgins PC PO Box 4010 403 N Brown St PO Box 261 Kerr Russell and Weber PLC 500 Woodward Ave Ste 2500 1050 Stuart St 310 Brighton Rd 900 Elm St Box 326 2001 Industrial Dr 2707 Meridian Dr Michael C Hammer Michael C Hammer PO Box 268 3030 W Grand Blvd Ste 10 200 Miller Johnson 99 Park Ave 150 W Jefferson Ste 2500 10 Light St 301 E Liberty Ste 500 301 E Liberty Suite 500 2035 Fisher Dr

Kalamazoo Springfield South Bos Detroit Chattanoo Clifton

Joseph A Foster

Mancheste Eaton Rap Greenville Ann Arbor

co Dickinson Wright PLLC co Dickinson Wright PLLC Michael A Cox Juandisha M Harris & Heather Donald co Thomas P Sarb Jose J Bartolomei Stephen M Sylvestri Esq

Ann Arbor Peterborou

PO Box 306

Detroit Grand Rap New York Detroit Baltimore

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

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CREDITOR NAME Ministre Du Revenu Du Quebec Missouri Dept of Natural Resources Missouri Dept of Revenue Model Pattern Co Inc Morgan and White Properties LLC Municipality Of Port Hope Mytex Polymers Inc Nescor Newcourt Communications Finance Corporation Nicca Usa Inc Nissan North America Inc Northern Engraving Corporation Nossiff & Giampa PC Novem NYX, Inc. Oakland County Corporation Counsel Oakwood Corporate Housing Office of Finance of Los Angeles OII Steering Committee & Member Companies and the United States Environmental Protection Agency Oklahoma City Water Department Oklahoma County Treasurer Oneida County SCU ORIX Financial Services Inc Orix Structured Finance LLC as Successor in Interest to Orix Financial Services Inc Paul Weiss Rifkind Wharton & Garrison LLP Pension Benefit Guaranty Corp Pension Benefit Guaranty Corporation Perfect Water Company LLC assigned to Dolphin Capital Corp Performance Holdings Group Permacel Automotive Inc Phillips Tool & Mould London Limited Pine River Plastics Inc Pioneer Automotive Technologies Inc Pitney Bowes Credit Corporation Pitney Bowes Inc Plastech Plastech PolyOne Corp Potter Anderson & Corroon LLP Preferred Inc Prestige Property Tax Special Primary Energy of North Carolina LLC Princeton Properties Produits Polychem Ltee Progressive Moulded Products Progressive Moulded Products Proper Mold & Engineering QAD Inc Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp RCO Engineering Inc

CREDITOR NOTICE NAME

Attn Bankruptcy Department Steven A Ginther Coldwell Banker Tommy Morgan Inc Christopher Schultz

ADDRESS1 3800 Marly Dan Schuette Division of Environmental Quality 301 W High St Rm 670 25 Leonard Nw 210 E Main St PO Box 117 13501 Katy Fwy 4300 Kinsman Road 2 Gatehall Dr 1044 S Nelson Dr 983 Nissan Dr Jaffe Raitt Heuer & Weiss PC 24 Chestnut St Industriesstrabe 45 38700 Plymouth 1200 N Telegraph Rd 8804 N 23rd Ave Ste A 1 3700 Wilshire Ste 310

ADDRESS2

ADDRESS3 Ste Foy

Jefferson Bldg 12th Fl PO Box 475

PO Box 176

Jefferson C Jefferson C Grand Rap Tupelo Port Hope Houston Mesopotam

Attn Karen Schneider co Thomas E Coughlin Alexander G Nossiff Reiner Schule Jatinder-Bir Sandhu Donald F Slavin Attn Credit Dept Bankruptcy Auditor

27777 Franklin Rd Ste 2500

Parsippany Fountain In Smyrna Southfield Dover Vorbach Livonia Pontiac Phoenix Los Angele

Allan H Ickowitz Esq Utility Customer Services Gretchen Crawford County Office Building

Donna Balbin Esq Attn Bankruptcy Desk Asst District Attorney 800 Park Ave 4th Fl 3rd Fl SFG

445 Figueroa St Ste Nossaman Guthner Knox & Elliott LLP 3100 420 West Main Ste 100 320 Robert S Kerr Rm 307

Los Angele Oklahoma Oklahoma Utica Kennesaw

3600 Mansell Rd Ste 375 Stephen J Shimshak & Netanella T Zahavi Attn Sara Eagle Sara Eagle & Gail Perry Perfect Water Company LLC Jim Bardia 1285 Avenue of Americas Office of the Chief Counsel 1200 K St NW PO Box 605 71 North Greenwich Rd. 8485 Prospect 25 Invicta Ct 1111 Fred W Moore Hwy Schafer and Weiner PLLC Waterview Dr 27 Waterview Dr 835 Mason Ave Ste 100 835 Mason Ave Ste 100 33587 Walker Rd 1313 N Market St 11 S Meridian St 1025 King St East Primary Energy 678 Princeton Blvd 725 Rue Gaudette 9024 Keele St 100 Federal Street 13870 E 11 Mile Rd Legal Dept Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk 29200 Calahan 40950 Woodward Ave Attorneys for Pioneer North America Inc Ste 100

Alpharetta

1200 K St NW Office of the Chief Counsel

New York Washingto Washingto

Barb Krzywiecki c o Max J Newman Esq

Moberly Amonk Kansas Cit London St Clair

Kelvin W Scott Esq Kelvin W Scott Esq Woody Ban Attn John F Grossbauer Esq Wendy D Brewer co Barnes & Thornburg LLP c o Craig Bennett Vice President

PO Box 951

2000 York Rd Ste 129

Dan Thiffault Nirav Shah Jason Pickering

10,000 Midatlantic Dr PO Box 6529

Bloomfield Shelton Shelton Dearborn Dearborn Avon Lake Wilmington Indianapol Cambridge Oak Brook Lowell Saint Jean Richelieu Concord Boston Warren Mt Laurel New York New York Tyngsboro Roseville

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

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CREDITOR NAME Receivable Management Services Receiver General For Canada Receiver General for Canada Receiver General For Canada Red Spot Paint & Varnish Tl Reko Tool & Mold 1987 Inc Reko Tool & Mould 1987 Inc Relational Funding Corporation Revenue Canada Revenue Canada Ripplewood Riverfront Plastic Products Inc Riverfront Plastic Products Inc Riverfront Plastics RLI Insurance Company Ronald A Leggett Sales Engineering Inc Schafer And Weiner Pllc Securities and Exchange Commission Securities and Exchange Commission Select Industries Corp Shapero & Green LLC Shawmut Corporation Sidler Inc Simpson Thacher & Bartlett LLP South Carolina Dept Of Revenue Southco Springfield Dept Of Utilities Standard Federal Bank Stark Reagan PC State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan State of Michigan Central Functions Unit Stein Fibers Ltd Stephen E Spence Summit Polymers Summit Property Management Inc Sumter County Tax Comm SunGard Availability Service LP Tate Boulevard I Llc Tax Collector Tcs Realty Ltd Teknor Financial Corporation Teleflex Inc Tennessee Department of Revenue Textron Financial Corporation Textron Financial Corporation Textron Inc TG North America The Chase Manhattan Bank The Chase Manhattan Bank as Administrative Agent The Chase Manhattan Bank as Administrative Agent

CREDITOR NOTICE NAME Phyllis A Hayes

ADDRESS1 9690 Deereco Rd Ste 200

ADDRESS2 PO Box 5126

ADDRESS3

C Timonium Ottawa Dorval Belleville Evansville

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd 700 Leigh Capreol 11 Station St PO Box 418 Lambert Leser Isackson Cook & c o Susan M Cook Giunta PC 5390 Brendan Ln 3701 Algonquin Rd Ste 600 Ottawa Technology Centre 275 Pope Rd Ste 102 Peter Berger One Rockefeller PL. Berry Moorman Pc Geroge H Runstadler Iii George Tabry 780 Hillsdale St 780 Hillsdale St. Attn Martha Weissbaum 505 14th St Ste 1100 Collector Of Revenue 410 City Hall Robert A Peurach Esq 615 Griswold Ste 600 40950 Woodward Ave Ste 100 Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900 Christine Brown 240 Detrick St Brian Green Signature Square II Ste 220 208 Manley St c o Ryan Heilman Esq Schafer and Weiner PLLC Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Sales & Use Tax Division PO Box 125 Lorraine Zinar 210 N Brinton Lake Rd 405 N Main St Daniel Watson 2600 West Big Beaver Rd Joseph A Ahern 1111 W Long Lake Rd Department Of Revenue Dept Of Commerce & Nat Res PO Box 30004 Linda King PO Box 30457 Matthew Rick Asst Attorney General PO Box 30754 State Of Michigan Mc Dept 77833 State Secondary Complex 7150 Harris Dr PO Box 30015 430 W Allegan St Jennifer Nelles US Trustee James Haas Office of Child Support 4 Computer Dr W 211 W Fort St Ste 700 6715 South Sprinkly Rd. 24901 Northwestern Hwy 302 PO Box 1044 SunGard 1985 Blvd Se PO Box 1192 21 Albert St PO Box 538308 155 S Limerick Rd Cordell Hall Vice President & General Counsel Westminster St Vice President & General Counsel 1400 Stephenson Hwy PO Box 2558 30 Old Rudnick Ln 450 W 33rd St 15th Fl

916 Washington Ave Ste 309

875 Heron Rd 32 nd Floor 255 E Brown St Ste 320

Ford Bldg

25101 Chagrin Blvd 40950 Woodward Ave Ste 100

PO Box 788 Suite 202 50 N Ripley St

Bay City Oldcastle Rolling Me Ottawa Summersid New York Birmingham Wyandotte Wyandotte Oakland St Louis Detroit Bloomfield Chicago Chicago Dayton Cleveland West Bridg Bloomfield New York Columbia Concordvil Springfield Troy Troy Montgome Lansing Lansing Lansing Detroit Lansing Lansing

PO Box 30744 Ste 200

Attn Maureen A McGreevey Esq First Plaza County Of Fresno Bruce B Galletly Jim Leyden TN Attorney Generals Office Arnold Friedman Esq Arnold Friedman Esq Raymond Soucie

680 E Swedesford Rd PO Box 2228

425 5th Ave N 40 Westminster St 40 Westminster Street

Lansing Albany Detroit Portage Southfield Americus Wayne Hickory Fresno Trenton Atlanta Limerick Nashville Providence Providence Providence Troy Houston Dover New York

Lexis Document Service

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

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CREDITOR NAME The Chase Manhattan Bank as Collateral Agent The Chase Manhattan Bank as Collateral Agent The Chase Manhattan Bank as Collateral Agent The Chase Manhattan Bank as Collateral Agent The Corporation Of The Town The Goodyear Tire & Rubber Co The Travelers Indemnity Company & Affiliates Third Avenue Trust Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Gananoque Town Of Lincoln Finance Office Town Of Old Fort Town Of Pageland Town Of Troy Toyota Industrial Equipment Toyota Motor Credit Corp Toyota Motor Credit Corporation Toyota Motor Credit Corporation Toyota Financial Services Lexus Financial Services Toyota Motor Manufacturing North America Inc for itself and its Affiliates doing Business with Collins & Aikman Tr Associates Treasurer City Of Detroit Treasurer Of State Tri Way Manufacturing Inc Troy Concept Center LLC UAW Local 1268 UBS Investment Bank UBS Investment Bank Unifi Inc Uniform Color Co Unique Fabricating Inc United States Attorney for the Eastern District of Michigan United Steelworkers Unum Life Insurance Company of America Valeo Inc Valiant Tool & Mold Inc Valiant Tool & Mold Inc Valines Vari Form Inc Vari Form Inc Venture Industries Vericorr Packaging fka CorrFlex Packaging VeriCorr Packaging LLC Vespera Lowell Llc Viacom Inc Viacom International Inc

CREDITOR NOTICE NAME Intercounty Clearance Corp

ADDRESS1 440 Ninth Ave 13870 E 11 Mile Rd PO Box 2556 PO Box 2558 130 Oxford St 2nd Fl 1144 E Market St Special Collections 5MN 622 Third Ave 32nd Fl 8155 TB Blvd 1306 E Triumph Dr 356 Main St 30 King St East 100 Old River Rd PO Box 520 PO Box 67 315 North Main St 19001 S Western Ave PO Box 3457 19001 S Western Ave

ADDRESS2

ADDRESS3

C New York Warren Houston Houston Ingersoll Akron

Of Ingersoll Steven C Bordenkircher Esq Vatana Rosa W James Hall Michael F Geiger Esq

One Tower Sq

PO Box 100 PO Box 100

P.O. Box 2958

Hartford New York Memphis Urbana Farmington Gananoqu Lincoln Old Fort Pageland Troy Torrance Torrance Torrance

Toyota Motor Credit Corporation TMCC

19001 S Western Ave WF 211

Torrance

Martin B Tucker Fsia Inc Joseph T Deters Dba Tri Way Mold & Engineering Attorneys for JPMCC Collins & Aikmen Rep Rick Feinstein Rick Feinstein Randy Lueth Tom Tekieke Attn Civil Division David R Jury Assistant General Counsel Heather Sullivan Senior Paralegal Jerry Dittrich General Fax Kevin L Larin Terry Nardone Larry Winget Adriana Avila Janet Simpson Blue Point Capital Bpv Lowell LLC JoAnn Haller Attn Jo Ann Haller

Sawyer & Glancy PLLC 200 E Big Beaver PO Box 33525 PO Box 16561 15363 E Twelve Mile Rd 39577 Woodward Ave Ste 300 1100 W Chrysler Dr 677 Washington Blvd 677 Washington Blvd 7201 W Friendly Ave 942 Brooks Ave 800 Standard Pkwy 211 W Fort St Ste 2001 Five Gateway Center Rm 807 UnumProvident Corporation 3000 University Dr 6775 Hawthorne Dr co Kerr Russell and Weber PLC 27507 Schoolcraft Rd 12341 E 9 Mile Rd 233 Lothian Ave 6555 Merrill 251 Industrial Dr 16740 Birkdale Commons Parkway Ste 206 10 Livingston Pl 2nd Fl 11 Stanwix St Vice President and Senior Counsel

3120 Wall St Ste 310

Lexington Troy Detroit Columbus Roseville Bloomfield Belvidere Stamford

Distressed Debt & Special Situations Distressed Debt & Special Situations

Stamford Greensbor Holland Auburn Hil Detroit Pittsburgh

2211 Congress St C 468

500 Woodward Ave Ste 2500

Portland Auburn Hil Windsor Detroit Livonia Warren Strathroy Sterling He Evart

CBS Corporation fka Viacom Inc

11 Stanwix St

Huntersvill Greenwich Pittsburgh Pittsburgh

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

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CREDITOR NAME Vi-Chem Village Of Holmesville Village Of Rantoul Visteon Visteon Climate Control Visteon Corporation W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Washtenaw County Treasurer Wellington Green LLC Wellington Green LLC Wells Fargo Financial Leasing Inc Wickes Asset Management 95 4030704 William J Anderson William R Garchow Windsor Mold Inc Young & Susser PC

CREDITOR NOTICE NAME Leonard Slott

James Palmer co Dickinson Wright PLLC co Lincoln Harris Llc Hal Novikoff

ADDRESS1 55 Cottage Grove Street 205 Millersburg Rd 333 S Tanner One Village Center Drive One Village Center Dr Michael C Hammer

ADDRESS2 PO Box 113

ADDRESS3

Ste PO RFQ Office 301 E Liberty Ste 500

C Grand Rap Holmesville Rantoul Van Buren Van Buren Ann Arbor

Kevin N Summers P34458 Roy Johnson

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St PO Box 8645 31100 Telegraph Rd Ste 200 31100 Telegraph Rd Ste 200 Pear Sperling Eggan & Daniels PC 1349 S Huron Street 60 Jewel LN N 2692 Byington Blvd 6024 Eastman Ave 4035 Malden Rd 26200 American Dr Ste 305

Suite 1

Charlotte New York Ann Arbor Bingham F Bingham F Ypsilanti Plymouth Ann Arbor Midland Windsor Southfield

Attn Colin Dodd Steven Susser P52940

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

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EXHIBIT B

EXHIBIT C

Debtor Facility Belvidere

Counterparty GE Capital

Counterparty Address PO Box 740441 Atlanta, GA 303740441 6735 Vistagreen Way Suite 300 Rockford, IL 61107

Description of Agreement Lease for Toshiba E-280 Copier System Lease for premises located at Lot 4 Townhall Industrial Park, Belvidere, IL

Cure Amount $211.94

Belvidere

Townhall 4

$15,971.72

K&E 11737032.12