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 [Docket No. 7447] (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 (collectively, the 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
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 11901727.4

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liens, claims, 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

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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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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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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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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.

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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

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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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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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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].

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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

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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). 44. Notwithstanding anything herein to the contrary or otherwise, the Liens, if any, of

the City of Evart, Michigan arising under Michigan or local law shall attach to the proceeds of the Sale in the same validity, extent, priority, force and effect as were attached to the Acquired Assets immediately prior to the transaction, subject to any rights, claims and defenses of any party with respect thereto. 45. Effective on the Closing Date, Collins & Aikman Products Co. (Debtor) will

assume the lease dated August 9, 2004 (Townhall Lease) between Debtor and Townhall 4 LLC (Townhall) for the property located at Lot 4 Townhall Industrial Park, Belvidere, Illinois (Premises) and assign the Townhall Lease to Purchaser Ventra Belvidere, LLC.

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46.

Notwithstanding anything to the contrary in the Motion, the Asset Purchase

Agreement or this Order, effective as of the Closing Date, Section 1.4.1 of the Townhall Lease is amended and restated in its entirety as follows: Original Term. The Original Term of the Lease shall be for a period of six (6) years and one (1) month, which shall commence on January 1, 2005 (Commencement Date) and shall expire at midnight on January 31, 2011. 47. Notwithstanding anything to the contrary in the Motion, the Asset Purchase

Agreement or this Order, with respect to adequate assurance it is a condition to assumption and assignment of the Townhall Lease that VTA USA, Inc., Purchasers indirect parent, execute an unlimited guaranty, in form and content acceptable to Townhall, of Purchasers obligations under the Townhall Lease. 48. Notwithstanding anything to the contrary in the Motion, the Asset Purchase

Agreement or this Order, Purchasers acknowledge and agree that they shall pay all Real Estate Taxes (as defined in the Townhall Lease), Substituted Taxes (as defined in the Townhall Lease) and Personal Property Tax (as defined in the Townhall Lease) imposed against Townhall and/or the Premises for the 2007 calendar year. 49. In addition to the payment of the cure amount of $15,971.72 due under the

Townhall Lease, Debtors shall promptly dismiss with prejudice Debtors adversary proceeding against Townhall (AP# 07-05453) and Debtors shall also promptly dismiss with prejudice Debtors adversary proceeding against Ericson Construction Company (AP# 07-05023). 50. Notwithstanding anything to the contrary in the Asset Purchase Agreement or this

Order, the insurance agreements between the Sellers and (a) Fireman's Fund Insurance Company, National Surety Company, (b) The Travelers Indemnity Company, St. Paul Surplus Lines Insurance Company and/or their affiliated companies, (c) Continental Insurance Company,

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National

Fire

Insurance

Company

of

Hartford

(successor

by

merger

to

Transcontinental Insurance Company) and/or their affiliated companies, (d) Mt. McKinley Insurance Company (formerly known as Gibraltar Casualty Company), Everest Reinsurance Company (formerly known as Prudential Reinsurance Company) and/or their affiliated companies, and (e) Century Indemnity Company and/or its affiliated companies (each, an Insurer and collectively, the Insurers) shall not be assumed and assigned to the Purchasers under the Asset Purchase Agreement, and no right in or under such insurance agreements shall be transferred to the Purchasers. 51. For a period ending on the later of (a) the closing of the Chapter 11 Cases and

(b) seven years after the Closing Date (or such longer period as may be required by any ongoing claim), the Purchasers shall allow each of the Insurers at the sole cost and expense of the respective Insurer, reasonable access during normal business hours, and upon reasonable advance notice, to all books, records, real property and personal property that constitute Acquired Assets and that is or may be subject to a claim under any insurance policy between the Sellers and the respective Insurer to the extent such items are in the Purchasers possession or under the Purchasers control. 52. Notwithstanding language to the contrary in the Motion, the Asset Purchase

Agreement or this Order, none of the assets and/or equipment that are the subject to that certain Master Lease Agreement between ORIX Financial Services, Inc., as lessor, and Collins & Aikman Products Co., JPS Automotive, Inc., Collins & Aikman Automotive Exteriors, Inc. and Collins & Aikman Automotive Interiors, Inc., as co-lessees, dated November 15, 2002, and all schedules and addenda thereto (including any amendments, supplementations, modifications and/or renewals), constitute Acquired Assets under the Asset Purchase Agreement and shall not

24
K&E 11901727.4

be sold or transferred pursuant to the Asset Purchase Agreement or the relief granted in this Order. 53. As to the assets purchased by the Sellers from Relational Funding Corporation

described in Article II, Section 2.1(j) of the Asset Purchase Agreement and further set forth on Schedule 2.1(d) of the Asset Purchase Agreement (the Relational Buyout Assets), transfer of title of the Relational Buyout Assets to the Purchasers shall not occur until the payment of the agreed upon buyout amounts is received by Relational. Relational shall receive payment of the buyout amounts prior to, or contemporaneously with, the Closing. To the extent any assets leased by the Sellers from Relational Funding Corporation other than the Relational Buyout Assets (the Relational Returning Assets) remain at the Facilities, the Sellers will take possession of the Relational Returning Assets prior to the Closing. 54. Notwithstanding anything to the contrary in the Asset Purchase Agreement or this

Order, Purchase Order Nos. 200481 and 100134 between the Debtors and Valeo Sylvania, LLC are not implicated by and are not being assumed or assigned in connection with the Sale.
.

Signed on June 21, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes II. Chief Bankruptcy Judge 55.

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