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

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

NOTICE OF (A) WILLIAMSTON PRODUCTS, INC. AS STALKING HORSE BIDDER; (B) PROPOSED ASSET PURCHASE AGREEMENT; (C) PROPOSED BREAK-UP FEE AND OVERBID PROTECTIONS; AND (D) DATE AND LOCATION OF AUCTION REGARDING SALE OF ASSETS AT DEBTORS WILLIAMSTON, MICHIGAN FACILITIES SERVED ON FEBRUARY 23, 2007 To: The Primary Service List (as defined in the First Amended Notice, Case Management and Administrative Procedures [Docket No. 294]), Williamston Products, Inc. (Williamston Products) and all parties reasonably known by the Debtors to have an interest in purchasing the assets of the Debtors facilities located at (a) 1560 Noble Road, Williamston, Michigan 48895 and (b) 845 Progress Court, Williamston, Michigan 48895 (collectively, the Williamston Assets).

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

K&E 11637710.3

0W[;'"7

0555927070223000000000010

PLEASE

TAKE

NOTICE

that

on

February

15,

2007,

the

Debtors

and

Williamston Products entered into the asset purchase agreement attached hereto as Exhibit A (the Williamston Purchase Agreement) with respect to the sale of the Williamston Assets. PLEASE TAKE FURTHER NOTICE that on February 22, 2007, the Court entered an order [Docket No. 4177] (the Sale Procedures Order) approving standard procedures to be utilized in connection with certain asset sales (the Sale Procedures). PLEASE TAKE FURTHER NOTICE that pursuant to the Sale Procedures and the Sale Procedures Order, the Debtors send this Notice to notify potential alternative bidders of the sale of the Williamston Assets and notify parties in interest of the following: 1. Stalking Horse

The Debtors have designated Williamston Products as the stalking horse bidder (the Stalking Horse) with respect to the sale of the Williamston Assets. 2. Break-Up Fee

Pursuant to Section 12.3 of the Williamston Purchase Agreement, the Debtors have agreed, subject to the Courts approval, to provide Williamston Products a break-up fee in the amount of $125,000 (the Break-Up Fee). The Debtors will be obligated to pay the

Break-Up Fee upon the occurrence of an Alternative Transaction (as defined in the Williamston Purchase Agreement) and the Williamston Purchase Agreement is terminated as a result thereof. The Debtors are requesting that, in the event the Break-Up Fee becomes due and payable, the Break-Up Fee be an allowed administrative expense pursuant to section 503(b)(1) of the Bankruptcy Code in these cases, to be paid within five business days following the occurrence of the event giving rise to the right of Williamston Products to receive the Break-Up Fee, but in no event later than the date specified in the Sale Procedures.

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The Break-Up Fee is: (a) an actual and necessary cost and expense of preserving the Debtors estates; (b) commensurate to the real and substantial benefit conferred upon the Debtors estates by Williamston Products; (c) reasonable and appropriate, in light of the size and nature of the proposed sale transaction and comparable transactions, the commitments that have been made and the efforts that have been and will be expended by Williamston Products; and (d) necessary to induce Williamston Products to continue to pursue the sale transaction and to continue to be bound by the Williamston Purchase Agreement. Williamston Products has spent nearly six months completing its due diligence and arranging acquisition financing, among other tasks relating to the transaction. Williamston Products has incurred tens of thousands of dollars in actual out-of-pocket costs so as to present a non-contingent agreement to purchase the Williamston Assets, which will permit the parties to close a sale quickly. This has caused other interested bidders to become involved in the bidding process and has already provided a substantial benefit to the Debtors estates. In addition, the offer by the Debtors of the Break-Up Fee induced Williamston Products to submit a bid that will serve as a minimum floor bid on which other bidders may rely. Williamston Products has provided a material benefit to the Debtors, their estates and their respective creditors by increasing the likelihood that the best possible price for the Williamston Assets will be received. Lastly, the Break-Up Fee is commensurate in amount with the limitations set forth in the Sale Procedures. Accordingly, the Break-Up Fee is reasonable and appropriate and represents the best method for maximizing value for the benefit of the Debtors estates and creditors.2

The Debtors will be prepared to present evidence in support of the Break-Up Fee at a hearing on this matter should the Court deem it necessary or appropriate.

3
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3.

Overbid Protections

Pursuant to Section 3.3 of the Williamston Purchase Agreement, the Debtors have agreed to provide certain overbid protections. In particular, (a) a competing bidder, if any, for all or a substantial part of the Williamston Assets must submit an initial minimum overbid of $200,000 more than the Purchase Price (as defined in the Williamston Purchase Agreement) and (b) any bids made thereafter must be in minimum additional increments of at least $100,000 (collectively, the Overbid Protections). 4. Auction

An auction with respect to the sale of the Williamston Assets shall take place at Collins & Aikman Corporation, 26533 Evergreen Road, Suite 900, Southfield, Michigan 48076 on March 14, 2007, commencing at 10:00 a.m. prevailing Eastern Time (the Auction). PLEASE TAKE FURTHER NOTICE that objections, if any, to (a) the Debtors designation of Williamston Products as the Stalking Horse, (b) the Break-Up Fee, (c) the Overbid Protections or (d) the Auction must be made in writing, filed with the Court and received by Kirkland & Ellis LLP, 200 E. Randolph Drive, Chicago, Illinois 60601 (Attention: David Eaton and Ray Schrock) and Baker & Hostetler LLP, 3200 National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3485 (Attention: Matthew R. Goldman) no later than March 5, 2007 at 4:00 p.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that a hearing with respect to the approval of the Break-Up Fee shall be held before this Court on March 12, 2007 at 2:00 p.m. prevailing Eastern Time.

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Dated: February 23, 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 11637710.3

EXHIBIT A

K&E 11637710.3

ASSET PURCHASE AGREEMENT

dated as of February 15, 2007

between WILLIAMSTON PRODUCTS, INC., as Purchaser

and

COLLINS & AIKMAN PLASTICS, INC., as the Seller

and

COLLINS & AIKMAN CORPORATION for the limited purposes set forth herein

K&E 11622754.9

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is dated as of February 15, 2007, by and between Williamston Products, Inc., a Michigan corporation (Purchaser), and Collins & Aikman Plastics, Inc., a Delaware corporation (Seller), and for purposes of Article IV and Section 13.1 only, Collins & Aikman Corporation, a Delaware corporation (C&A and collectively, with Seller and the other debtors, the Debtors). C&A and the Seller are each debtors and debtors in possession under cases jointly administered under chapter 11 Case No. 05-55927 pending in the United States Bankruptcy Court for the Eastern District of Michigan. In consideration of the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1.1 Definition. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth below: Acquired Assets shall have the meaning set forth in Section 2.1 hereof. Acquisition Proposal means a proposal relating to any merger, consolidation, business combination, sale or any other disposition of all or a substantial portion of the Acquired Assets pursuant to one or more transactions, including under a plan of reorganization, liquidation or otherwise, or any other proposed transaction involving the Seller the result of which would be the transfer of all or a substantial portion of the Acquired Assets to a person or persons other than the Purchaser. Affiliate shall have the meaning set forth in Rule 405 promulgated under the Securities Act of 1933, as amended. Agreement means this Asset Purchase Agreement, including all Exhibits and Schedules hereto, as the same may be amended from time to time in accordance with its terms. Allocation shall have the meaning set forth in Section 14.10(b) hereof. Alternative Transaction means any of the following: (i) consummation of a transaction contemplated by an Acquisition Proposal; or (ii) the confirmation of a plan of reorganization or liquidation pursuant to which all or a substantial portion of the Acquired Assets are part of a reorganized entity or all or a substantial portion of the Acquired Assets are conveyed to a person or persons other than the Purchaser. Ancillary Documents shall have the meaning set forth in Section 14.7 hereof. Assignment and Assumption shall have the meaning set forth in Section 11.2 hereof. Assumed Contracts means all Contracts identified in Schedule 2.1(d)(i) hereto.

K&E 11622754.9

Assumed Equipment Leases means the leases identified in Schedule 2.1(d)(ii) hereto pursuant to which the Seller leases, as the lessee, Leased Equipment. Assumed Obligations shall have the meaning set forth in Section 2.2 hereof. Assumed Progress Court Lease means the lease pursuant to which the Seller leases, as the lessee, the Progress Court Facility. Bankruptcy Code means title 11 of the United States Code. Bankruptcy Court means the United States Bankruptcy Court for the Eastern District of Michigan, having jurisdiction over the Seller, C&A, their respective assets and the Chapter 11 Cases. Bid Protections means the Break-Up Fee and the Overbid Protections. Bid Protections Order means, as contemplated under the Sale Procedures Order, an order of the Bankruptcy Court approving the Bid Protections. Break-Up Fee shall have the meaning set forth in Section 12.3 hereof. Business means the businesses of the Seller now conducted at the Progress Court Facility and the Noble Road Facility. Chapter 11 Cases means the pending cases commenced by the Debtors on May 17, 2005 and jointly administered under chapter 11 of the Bankruptcy Code in the Bankruptcy Court under case no. 05-55927. Claim means any claim, lawsuit, demand, suit, inquiry made, hearing, investigation, notice of violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise. Closing means the consummation of the transactions contemplated herein in accordance with Article XI hereof. Closing Date shall have the meaning set forth in Section 11.1 hereof. Closing Statement shall have the meaning set forth in Section 3.2(b) hereof. Code means the United States Internal Revenue Code of 1986, as amended. Confidentiality Agreement means March 28, 2006 between Purchaser and C&A. the Confidentiality Agreement, dated

Contaminant means any substance regulated under any Environmental Law, or any substance defined as or included in the statutory or regulatory definitions of pollutant, hazardous substance, hazardous or toxic waste, hazardous material, or toxic substance under any Environmental Law. 2
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Contract means any agreement, contract, commitment or other binding arrangement or understanding exclusively related to the Business, whether written or oral, to which the Seller is a party and which the Seller is capable of assuming and assigning. Cure Costs shall have the meaning set forth in Section 2.2 hereof. Current C&A Products shall have the meaning set forth in Section 4.7 hereof. Designated Equipment means the equipment identified on Schedule 2.1(b)(ii). Designated Intellectual Property shall have the meaning set forth in Section 2.1(e) hereof. Dollars or $ means dollars of the United States of America. Employee means each active employee, full-time or part-time, including, without limitation, employees on authorized leave of absence or short-term disability, of the Seller (or an Affiliate of the Seller) who, as of the date of this Agreement, is determined by the Seller to have performed (during the 12-month period immediately preceding the date of this Agreement (or the period of the employees employment with the Seller and its Affiliates, if less)) substantially all of such employees services in connection with or for the benefit of the Business. Employee Benefit Plan means any employee benefit plan within the meaning of Section 3(3) of ERISA. Employee Liabilities means all of the Sellers liabilities and obligations (including, without limitation, resulting from formal or informal or written or unwritten arrangements) to provide benefits or compensation to or on behalf of any Employee, or the spouse or dependents of any Employee, including, without limitation, profit-sharing, deferred compensation, incentive compensation, bonuses, commissions, stock options, stock purchases, severance pay, unemployment benefits, vacation pay, savings plans, dependent care, scholarships, accident insurance, disability, weekly income, salary continuation, the employer tax obligations of the Seller (excluding any employee paid portion thereof) arising as a result of payments to Employees or any other payments of any kind to Employees as of the Closing Date. Environmental Costs and Liabilities means all losses by a Person from any Claim, whether based on contract, tort, implied or express warranty, strict liability, criminal or civil statute, including under any Remedial Action, any Environmental Law, any Permit required by or pursuant to any applicable Environmental Law, any Lien in favor of any authority for Environmental Costs and Liabilities, any Order or agreement with any authority, arising from environmental, health or safety conditions, or the Release of a Contaminant into the environment to the extent incurred at the Williamston Facilities prior to the Closing Date or resulting from operations at the Williamston Facilities prior to the Closing Date. Environmental Law means any Law that relates to or otherwise imposes liability or standards of conduct concerning discharges, releases or threatened releases of noxious odors or any Contaminants into ambient air, water or land, or otherwise relating to the manufacture, 3
K&E 11622754.9

processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of Contaminants. Equipment shall have the meaning set forth in Section 2.1(b) hereof. ERISA means the Employee Retirement Income Security Act of 1974, as amended and all regulations issued thereunder. ERISA Affiliate means any entity that with the subject Person is: (a) a member of a controlled group of corporations within the meaning of Section 414(b) of the Code; (b) a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code; (c) a member of an affiliated service group within the meaning of Section 414(m) of the Code; or (d) a member of a group of organizations required to be aggregated under Section 414(o) of the Code. Excluded Assets shall have the meaning set forth in Section 2.3 hereof. Excluded Liabilities shall have the meaning set forth in Section 2.4 hereof. Excluded Records means all information, files, records, data, plans, contracts and recorded knowledge, including, without limitation, customer and supplier lists, advertising and marketing data and records, credit records and all copies of marketing brochures and materials, related to or used in connection with the Business to the extent that any of the foregoing are privileged or are otherwise subject to Third Party privacy rights, and shall include, but not be limited to, (a) all tax and financial accounting records of the Seller, (b) all minute books of the Seller and (c) all written materials that the Seller are required by law to retain. Exhibits means the exhibits hereto. Final Inventory Amount shall have the meaning set forth in Section 3.2(b) hereof. Final Order means the Sale Order, provided that no appeal thereof has been filed and that the time for appeal thereof shall have expired; and provided, further, that no Order or injunction shall have been issued restricting, prohibiting or staying the consummation of the transactions contemplated thereby. Governmental Entity means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign. Indebtedness with respect to any Person means any obligation of such Person for borrowed money, and in any event shall include (a) any obligation incurred for all or any part of 4
K&E 11622754.9

the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the Ordinary Course of Business, (b) the face amount of all letters of credit issued for the account of such Person, (c) obligations (whether or not such Person has assumed or become liable for the payment of such obligation) secured by Liens on the assets of such Person, (d) capitalized lease obligations, (e) all guarantees of such Person, (f) all accrued interest, fees and charges in respect of any Indebtedness and (g) all prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable as a result of the prepayment or discharge of any Indebtedness. Intellectual Property means (a) patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) trademarks, service marks, trade dress, logos, trade names, internet domain names and corporate names, together with all goodwill associated therewith and applications, registrations and renewals in connection therewith, (c) copyrights, mask works and copyrightable works and applications, registrations and renewals in connection therewith, (d) trade secrets and confidential business information (including, without limitation, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, designs, drawings and specifications), (e) proprietary computer software (including data) and (f) copies and tangible embodiments of any of the foregoing in whatever form or medium. Inventory shall have the meaning set forth in Section 2.1(c) hereof. Inventory Count shall have the meaning set forth in Section 3.2(b) hereof. Law means any federal, state, provincial, local or foreign law, statute, rule, regulation or ordinance of any Governmental Entity. Leased Equipment means all equipment used in the Business and leased by the Seller, as lessee, pursuant to the Assumed Equipment Leases, which shall not be deemed to include the Designated Equipment. Legal Proceeding means any judicial, administrative, regulatory or arbitral suit or proceeding, investigation or inquiry or administrative charge or complaint pending at law or in equity before any court or other Governmental Entity. Lien means any security interest, lien, charge, mortgage, pledge, encumbrance, easement, restriction or claim. Material Acquired Contract shall have the meaning set forth in Section 5.11 hereof. Material Adverse Effect means any change or effect that is materially adverse to the Acquired Assets or the Business, other than, (a) changes in and effects on the U.S. economy in general, (b) changes in and effects on the industries or markets in general in which the Seller operates or (c) any change or effect resulting directly or indirectly from (i) commencement or continuation of the Chapter 11 Cases or (ii) this Agreement or the transactions contemplated hereby or the announcement thereof. 5
K&E 11622754.9

New Products shall have the meaning set forth in Section 4.10 hereof. Noble Road Facility means the premises located at 1560 Noble Road, Williamston, Michigan 48895 at which the Seller conducts the Business. Order means any decree, order, injunction, rule, judgment, consent of or by any court or Governmental Entity. Ordinary Course of Business means the operation of the Business by the Seller in the usual and ordinary course in a manner substantially similar to the manner in which the Seller operated since the commencement of the Chapter 11 Cases. Overbid Protections shall have the meaning set forth in Section 3.3 hereof. Owned Equipment means all Equipment used in the Business and owned by the Seller. Permits means all transferable licenses, permits, approvals, certificates of occupancy, authorizations, operating permits, registrations, plans and the like relating exclusively to the conduct of the Business for which consent is obtained. Permitted Encumbrances means (A) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the Noble Road Facility and the Progress Court Facility which are not violated by the current use and operation of those facilities; (B) covenants, conditions, restrictions, easements and other matters of record affecting title to the Noble Road Facility and the Progress Court Facility which do not materially interfere with the current use or occupancy of the Williamston Facilities or materially impair the value or marketability of title of the Noble Road Facility; and (C) statutory liens for current taxes or other governmental charges with respect to the Noble Road Facility not yet delinquent. Person means any corporation, partnership, joint venture, limited liability company, organization, entity, authority or natural person. Progress Court Facility means the premises located at 845 Progress Court, Williamston, Michigan 48895 at which the Seller conducts the Business. Purchaser shall have the meaning set forth in the Preamble hereto. Purchaser Ancillary Documents shall have the meaning set forth in Section 6.2 hereof. Purchase Price shall have the meaning set forth in Section 3.1 hereof. Release means any release, spill, emission, leaking, pumping, disposal, discharge, dispersal or migration of any Contaminant into the indoor or outdoor environment or into or out of any property or assets (including the Acquired Assets) owned or leased by the Seller, including the movement of Contaminants through or in the air, soil, surface water, groundwater or property.

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Remedial Action means all actions required under any applicable Environmental Law to (a) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (b) prevent the Release or threat of Release or minimize the further Release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care. Sale Order means the order of the Bankruptcy Court, in form and substance satisfactory to Purchaser and the Seller, to be entered by the Bankruptcy Court pursuant to sections 363 and 365, and to the extent possible section 1146(c), of the Bankruptcy Code (a) approving this Agreement and the transactions contemplated hereby; (b) approving the sale of the Acquired Assets to Purchaser free and clear of all Liens, Claims, interests and encumbrances pursuant to section 363(f) of the Bankruptcy Code; (c) approving the assumption and assignment to Purchaser of the Assumed Progress Court Lease, the Assumed Equipment Leases and the Assumed Contracts, as applicable; (d) finding that Purchaser is a good faith purchaser entitled to the protections of section 363(m) of the Bankruptcy Code; and (e) waiving the automatic stay of orders authorizing (i) the sale, use or lease of property of the estate, as set forth in Bankruptcy Rule 6004(g), and (ii) the assignment of an executory contract or unexpired lease, as set forth in Bankruptcy Rule 6006(d). Sale Procedures Order means the order of the Bankruptcy Court approving the Debtors Motion for the Entry of an Order Approving Standard Procedures to Be Utilized in Connection with Certain Asset Sales [Docket No. 4082]. Schedules means the schedules hereto. Seller Benefit Plans shall have the meaning set forth in Section 5.7(a) hereof. Seller shall have the meaning set forth in the Preamble hereto. Sellers Ancillary Documents shall have the meaning set forth in Section 5.2 hereof. Taxes means all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, ad valorem, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, payroll, unemployment, stamp, leasing, lease, user, transfer, occupational, employees income withholding and Social Security taxes imposed on the sale by the United States or any other country or by any state, municipality, subdivision or instrumentality of the United States or of any other country or by any other tax authority, including all applicable penalties and interest. Tax Return means any report, return or other information required to be supplied by the Seller to a taxing authority in connection with Taxes. Third Party means any Person other than the Seller, Purchaser or any of their respective Affiliates. Trade Payables means the trade accounts of the Business representing the Sellers obligations to pay for goods and services received. 7
K&E 11622754.9

WARN means the Worker Adjustment and Retaining Notification Act of 1988, as amended. Williamston Facilities means the Noble Road Facility and the Progress Court Facility. Rules of Construction Unless the context otherwise clearly indicates, in this Agreement: (a) (b) (c) (d) the singular includes the plural; includes and including are not limiting; may not is prohibitive and not permissive; and or is not exclusive.

ARTICLE II PURCHASE AND SALE; ASSIGNMENT AND ASSUMPTION OF CERTAIN LEASES AND CONTRACTS 2.1 Purchase and Sale of Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing the Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, the Acquired Assets, free and clear of any Liens, Claims, interests, encumbrances and obligations whatsoever (other than the Assumed Obligations and the Permitted Encumbrances). The Acquired Assets include all of the rights, title, interests and goodwill that the Seller possesses in and to all of the assets, properties and rights of the Seller, whether real, personal, tangible or intangible, of every kind, nature and description, used in the operation of the Business and, as to tangible personal property, located at the Williamston Facilities, including, without limitation, the following items (to the extent such items are used in the operation of the Business, but excluding therefrom the Excluded Assets) (all of the assets to be sold, assigned, transferred and delivered to Purchaser hereunder are herein called the Acquired Assets): (a) fee simple title to the Noble Road Facility, including all tenements, hereditaments, easements, rights of way, privileges and appurtenances thereto and improvements and fixtures thereon; (b) all machinery, equipment (including the Designated Equipment) and other tangible personal property owned by Seller located at the Williamston Facilities and used in connection with the Business, including all accessions, additions, appurtenances and improvements to, parts, products and replacements of and documents and substitutes for the foregoing, as set forth on Schedule 2.1(b)(i) (collectively, the Equipment); (c) all finished goods, work in process, raw materials, goods in transit, goods at customer sites and other inventory or goods held for sale in all of its forms, wherever located, now or hereafter existing in connection with the Business (collectively, the Inventory);

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(d) all of Sellers rights in, to and under the Assumed Progress Court Lease, the Assumed Contracts and the Assumed Equipment Leases; (e) all of the Seller's rights and interests in and to the three (3) patents heretofore identified in writing to the Purchaser relating to the Business (the Designated Intellectual Property); (f) all (i) transferable Permits; (ii) the right to carry on the Business; and (iii) books of account, general, financial, accounting and personnel records, files, invoices and customers and suppliers lists, but excluding the Excluded Records; and (g) all other tangible and intangible assets and properties of the Seller located at or relating solely to the Williamston Facilities and used in the operation of the Business, including all pre-paid expenses and pre-paid taxes. 2.2 Assumption and Assignment of Leases and Contracts. Subject to the terms and conditions set forth in this Agreement, the Seller will assume, and assign and transfer to Purchaser, effective as of the Closing Date, all of the Sellers right, title and interest in, and to, and Purchaser will accept assignment of, the Sellers rights, title and interest under (a) the Assumed Progress Court Lease, (b) the Assumed Equipment Leases and (c) the Assumed Contracts, each of which shall be deemed included in the term Acquired Assets as used herein; provided that to the extent an Assumed Contract is not an executory contract under the Bankruptcy Code, the Seller shall take such other action as may be necessary or required to enable the Seller, consistent with previous orders of the Bankruptcy Court, to transfer such Assumed Contract to Purchaser. Subject to the terms and conditions set forth in this Agreement, Purchaser will assume those of Sellers obligations under the Assumed Progress Court Lease, the Assumed Equipment Leases and the Assumed Contracts that arise and are first required to be performed after the Closing Date (collectively the Assumed Obligations). The Seller shall be responsible for any cure payments required under Section 365 of the Bankruptcy Code to be made in connection with the assumption and assignment to Purchaser of the Assumed Progress Court Lease, the Assumed Equipment Leases and the Assumed Contracts (Cure Costs). With respect to the Designated Equipment, the Seller shall, at its expense (including any Cure Costs), prior to or at Closing, purchase the Designated Equipment from the applicable party or take such other action as may be necessary or required to enable the Seller, consistent with previous orders of the Bankruptcy Court, to convey title to the Designated Equipment to Purchaser, free and clear of Liens, Claims, interests and encumbrances of any nature, subject only to Permitted Encumbrances and the Assumed Obligations, and the Designated Equipment, as assets owned by the Seller, shall thereupon be included in the Acquired Assets. 2.3 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the following assets of the Seller, as well as any other assets not defined as Acquired Assets, shall be retained by the Seller and are not being sold or assigned to Purchaser hereunder (all of the following are referred to collectively as the Excluded Assets): (a) any and all rights under this Agreement, claims, counterclaims, demands and causes of action of the Seller, including, without limitation, avoidance claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without 9
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limitation, all rights and avoidance claims of the Seller arising under chapter 5 of the Bankruptcy Code and any rights, claims or causes of action of the Seller in any Legal Proceedings against Third Parties relating to assets, properties, business or operations of the Facilities arising out of events occurring on or prior to the Closing Date; (b) all accounts receivable, or portions thereof, as of the Closing, including, without limitation: (i) all trade accounts receivable and other rights to payment from customers of the Business existing as of the Closing Date and the full benefit of all security for such accounts or rights to payment, including, without limitation, all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Business; (ii) all other accounts or notes receivable and the full benefit of all security for such accounts or notes; and (iii) any claim, remedy or other right related to any of the foregoing; (c) Intellectual Property; (d) (e) prior to the Closing Date; any and all Excluded Records; any and all Tax refunds for periods (or portions thereof) ended any and all Intellectual Property, other than the Designated

(f) any and all cash and cash equivalents, including, without limitation, the Purchase Price; and (g) except as otherwise provided in Section 12.2, all rights (i) under the Sellers insurance policies (including the insurance policies themselves), including, without limitation, those relating to any of the Acquired Assets (including, without limitation, health insurance, workers compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies, and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by Third Parties relating to (x) any Excluded Assets or (y) obligations of the Seller to the extent such obligations are not Assumed Obligations. 2.4 No Other Liabilities Assumed. The Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. The excluded liabilities consist of all liabilities and obligations that are not Assumed Obligations (collectively, the Excluded Liabilities) including, without limitation, the following: (a) All liabilities, responsibilities and obligations of the Seller under this Agreement and the Ancillary Documents; (b) All liabilities, responsibilities and obligations of the Seller related exclusively to any of the Excluded Assets; (c) All Taxes of the Seller or its Affiliates or Taxes attributable to the ownership of the Acquired Assets or operation of the Business for all Tax periods (or portions thereof) ending prior to the Closing Date; 10
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(d) All Employee Liabilities, all liabilities, responsibilities and obligations of the Seller or any of Sellers Affiliates under all Employee Benefit Plans of the Seller and its Affiliates and all liabilities, responsibilities and obligations of the Seller to the Sellers retired and inactive Employees; (e) All Trade Payables;

(f) Any liability or obligation of the Seller owed to the Sellers or the shareholders or any shareholder of any of the Sellers Affiliates as such or any accrued or declared dividends, distributions or other such obligations; (g) Any liability or obligation with respect to any Indebtedness;

(h) Any liability or obligation which arises out of or results from any income, sales, use or other tax or any expense arising from the distribution to, or ownership by the Seller of any of the Excluded Assets or associated with the realization of the benefits of any of the Excluded Assets; (i) Closing Date; (j) Any liability or obligation arising out of, relating to or otherwise attributable to a collective bargaining agreement or other understanding or agreement with any union or employee group; (k) Any liability or obligation arising out of, relating to or otherwise attributable to any, action, judgment, verdict, ruling, decree or settlement that is pending or completed on or prior to the Closing Date, including, without limitation, (i) litigation involving the Sellers trade creditors and (ii) discrimination, sexual harassment claims and any other claims arising out of or otherwise related to the employment or termination of employment by the Seller; (l) Any Environmental Costs and Liabilities which occurred or exists on or prior to the Closing Date, regardless of whether it was discovered or was capable of discovery on or prior to the Closing Date; and (m) Assumed Obligations. ARTICLE III PURCHASE PRICE AND PAYMENT 3.1 Purchase Price; Payment of Purchase Price. Subject to any adjustment provided for in Section 3.2, the aggregate purchase price for the Acquired Assets shall be the sum of $2,900,000 (the Purchase Price), payable as follows: Any other liability or obligation not expressly included in the Any liability or obligation of the Seller incurred on or after the

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(a) An earnest money deposit in the amount of $145,000 (the Deposit) to be paid by Purchaser upon execution of this Agreement, which Deposit shall be held pursuant to the Sale Procedures Order. (b) The sum of $2,555,000 to be paid by Purchaser on the Closing Date by wire transfer of immediately available funds. (c) $200,000 payable by Purchaser to the Seller (the Inventory Holdback) as set forth in Section 3.2(d). 3.2 Purchase Price Adjustment; Certain Obligations of Debtors to Third Parties.

(a) The parties agree and understand that the Purchase Price is comprised of (a) for the Acquired Assets other than the Inventory, $2,450,000, and (b) for the Inventory constituting part of the Acquired Assets, $450,000, subject to the purchase price adjustment set forth in this Section 3.2. (b) Prior, and as close as practicable, to the Closing Date, Seller shall make, or cause to be made by a reputable third party acceptable to Purchaser, a physical count of the Inventory (the Inventory Count), providing representatives of Purchaser full access to the Inventory Count. Promptly, but in any event within ten (10) business days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Seller a written statement setting forth in reasonable detail its calculation of the value of the Inventory as of the Closing Date (the Final Inventory Amount) and the resulting final Purchase Price (the Closing Statement). Purchasers calculation of the Final Inventory Amount shall be based upon the Inventory Count and the following provisions regarding valuation: (i) Inventory comprised of Sellers raw materials inventory at the Williamston Facilities, exclusive of obsolete, past model service and prototype items, shall be valued at Sellers average actual cost for said raw materials inventory for the three month period most recently ended; any such obsolete, past model service and prototype items shall be valued at zero; (ii) Inventory comprised of Sellers finished goods inventory at the Williamston Facilities, exclusive of obsolete, past model service and prototype items, shall be valued at Sellers purchase order price therefor; any such obsolete, past model service and prototype items shall be valued at zero; and (iii) any work in process Inventory shall be valued at zero. Subject to resolution of any dispute between the parties as contemplated by this Section 3.2, if the Final Inventory Amount is greater than $450,000, the portion of the Purchase Price for Inventory (and, accordingly, the Purchase Price) shall be increased by an amount equal to the difference between the Inventory Valuation and $450,000. If the Final Inventory Amount is less than $450,000, the portion of the Purchase Price for Inventory (and, accordingly, the Purchase Price) shall be reduced by an amount equal to the difference between the Final Inventory Amount and $450,000; provided, however, that the Seller, in lieu of any such reduction of the Purchase Price, may at or prior to Closing deliver additional Inventory to the Williamston Facilities, of such types and in such amounts as are satisfactory to Purchaser in its sole discretion, with such additional Inventory valued consistent with this Section 3.2. From and after the delivery of the Closing Statement, Purchaser shall provide the Seller and its employees, counsel, accountants, financial advisers and consultants reasonable access to the records of the Business and shall reasonably cooperate with the Seller in

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connection with the Sellers review of documents and information relating to the preparation of the Closing Statement as the Seller shall reasonably request and that are available to Purchaser. (c) If within ten (10) business days following delivery of the Closing Statement the Seller has not given Purchaser written notice of its objection as to Purchasers calculation of the Final Inventory Amount (which notice shall state with reasonable specificity the basis of the Sellers objection), then the Final Inventory Amount calculated by Purchaser shall be binding and conclusive on the parties and be used in computing the amount of the adjustment to the Purchase Price, if any, as set forth in this Section 3.2. If the Seller gives Purchaser such notice of objection, and if the Seller and Purchaser fail to resolve the issues outstanding with respect to the calculation of the Final Inventory Amount, in good faith, within ten (10) business days of Purchasers receipt of the Sellers objection notice, the dispute shall be submitted to an independent accounting firm jointly designated by the Seller and Purchaser for final resolution. Such resolution shall be final and binding upon the Seller and Purchaser. The fees, costs and expenses of any accounting firm jointly retained by the Seller and Purchaser shall be shared equally by the Seller and Purchaser. (d) Payment of the amount described in Section 3.2(b) (the Inventory Adjustment) by the Purchaser or the Seller, as applicable, and the Inventory Holdback described in Section 3.1(c) by Purchaser, shall be made by wire transfer of immediately available funds within five (5) business days after the calculation of the Final Inventory Amount becomes binding and conclusive on the parties pursuant to this Section 3.2, as follows: (i) if the Purchase Price is reduced by an amount less than $200,000, Purchaser shall pay the Seller an amount equal to the difference between $200,000 and the Inventory Adjustment; (ii) if the Purchase Price is reduced by an amount greater than $200,000, the Seller shall pay the Purchaser an amount equal to the difference between $200,000 and the Inventory Adjustment; and (iii) if the Purchase Price is increased, Purchaser shall pay the Seller an amount equal to $200,000 plus the Inventory Adjustment. 3.3 Right to Market; Alternative Transaction. The parties agree that the Seller shall have the right prior to entry by the Bankruptcy Court of the Sale Order, with the assistance of the Sellers representatives, to market the Business and the Acquired Assets to Third Parties. The parties agree that the Seller shall be entitled to consider and enter into one or more Alternative Transactions with Third Parties consistent with the Sellers fiduciary obligations as a debtor in possession in the Chapter 11 Cases; provided, however, that the Seller shall require competing bidders, if any, for all or a substantial part of the Acquired Assets to submit an initial minimum overbid of $200,000 more than the Purchase Price, and require that bids made thereafter shall be in minimum additional increments of at least $100,000 (collectively, the Overbid Protections). ARTICLE IV PURCHASE AND SUPPLY AGREEMENT 4.1 Purchase and Supply Agreement. Seller, C&A (on behalf of itself and its Affiliates), on the one hand, and the Purchaser (on behalf of itself and its Affiliates), on the other hand, covenant to supply goods to, and purchase goods from, as applicable, each other pursuant to the terms set forth in this Article IV. Unless otherwise provided in this Article IV, the provisions of this Article IV, upon Closing, shall be deemed to amend and supersede all 13
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conflicting provisions contained in any Assumed Contract, purchase order, or any other agreement, arrangement or understanding relating to the purchase or supply by the Seller, C&A or any of their Affiliates from or to the Williamston Facilities. 4.2 Pricing. The present prices for model year 2007 and all prior year model parts sold by C&A, Seller or any of their Affiliates to the Purchaser shall remain in effect through the production life of those parts. The present prices for model year 2007 and all prior year model parts shipped from the Williamston Facilities to C&A, Seller or any of their Affiliates shall remain in effect through the production life of those parts. Payment on account of any goods supplied under this Article IV by any party shall be net thirty (30) days from the date of receipt by the buyer of those goods. C&A, the Seller and any of their Affiliates agree not to exercise at any time any rights of setoff, recoupment or deduction with respect to any amounts owed, or which may in the future be owed, by C&A, the Seller and any of their Affiliates to the Purchaser or any of its Affiliates pursuant to this Article IV. 4.3 New Business.

(a) Unless otherwise provided in this Section 4.3, C&A, the Seller and any of their Affiliates shall purchase exclusively from the Purchaser in such quantities as may be necessary to meet C&As, the Sellers and any of their Affiliates requirements (i) all replacement parts to be used by OEMs on the same vehicle lines as those where the parts presently sourced between C&A, Seller or any of their Affiliates, on the one hand, and the Williamston Facilities, on the other hand, are used; and (ii) all new business awarded by OEMs to the parties to this Agreement and any of their Affiliates. (b) Unless otherwise provided in this Section 4.3, the Purchaser shall purchase exclusively from C&A, the Seller or any of their Affiliates, as applicable, in such quantities as may be necessary to meet the Purchasers requirements (i) all replacement parts to be used by OEMs on the same vehicle lines as those where the parts presently sourced between the Purchaser, on one hand, and C&A, Seller or any of their Affiliates, on the other hand, are used; and (ii) all new business awarded by OEMs to the parties to this Agreement and any of their Affiliates. (c) Notwithstanding anything to the contrary contained herein, the provisions of Section 4.3(a) and Section 4.3(b) apply only to goods that the Purchaser, C&A, the Seller or their Affiliates currently produce, or are capable of producing, at their respective facilities. (d) C&A and its Affiliates, and the Purchaser, as suppliers to each other, shall take all commercially reasonable steps to obtain new sourcing from OEMs. C&A, Seller and their Affiliates grant to Purchaser, and Purchaser grants to C&A, Seller and their Affiliates the right to match any bids for that sourcing submitted by any Third Party until December 31, 2009.

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4.4

Packaging Costs.

(a) When the Purchaser is acting as the seller of goods pursuant to this Article IV, unless otherwise specified in the purchase order from C&A, the Seller or any of their Affiliates, the Purchaser shall be responsible for all packaging costs relating to those goods. (b) When the Seller, C&A or any of their Affiliates is acting as the seller of goods pursuant to this Article IV, unless otherwise specified in the purchase order from the Purchaser, C&A, the Seller or their Affiliates, as applicable, shall be responsible for all packaging costs relating to those goods. 4.5 Freight and Inventory Costs.

(a) When C&A, the Seller or any of their Affiliates is acting as the buyer of goods pursuant to this Article IV, unless otherwise specified in the purchase order from C&A, the Seller or any of their Affiliates, C&A, the Seller or any of their Affiliates, as applicable, shall be responsible for all freight and inventory costs relating to those goods. (b) When the Purchaser is acting as the buyer of goods pursuant to this Article IV, unless otherwise specified in the purchase order from the Purchaser, the Purchaser shall be responsible for all freight and inventory costs relating to those goods. 4.6 Facilities. FOB Terms. All goods sold pursuant to this Article IV shall be FOB Williamston

4.7 Current C&A Products. For the design life of all goods currently manufactured at the Williamston Facilities and provided to C&A, the Seller or any of their Affiliates (the Current C&A Products), C&A, the Seller or any of their Affiliates shall purchase the Current C&A Products exclusively from the Purchaser in such quantities as are necessary to satisfy C&As, the Sellers or any of their Affiliates requirements. 4.8 OEM Charge Backs. Notwithstanding anything to the contrary contained in this Article IV, any Assumed Contract, any purchase order or any other agreement, arrangement or understanding relating to the purchase or supply by the Seller, C&A or any of their Affiliates from or to the Williamston Facilities, the Purchaser shall not be responsible for any charge backs by any OEM arising out of or relating to any alleged quality problems of the Purchasers goods resulting from damage caused to those goods after those goods were shipped from the Williamston Facilities. 4.9 Currently Outstanding Purchase Orders.

(a) The Purchaser shall complete performance under the purchase orders identified on Schedule 4.9(a) relating to the purchase of goods by C&A, the Seller or any of their Affiliates. C&A, Seller or their Affiliates, as applicable, shall render payment to the Purchaser for all goods supplied by the Purchaser pursuant to those purchase orders. (b) C&A, the Seller or their Affiliates, as applicable, shall complete performance under the purchase orders identified on Schedule 4.9(b) relating to the purchase of 15
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goods by the Williamston Facilities from C&A, the Seller or any of their Affiliates. The Purchaser shall render payment to C&A, the Seller or their Affiliates, as applicable, for all goods supplied by C&A, the Seller or their Affiliates, as applicable, pursuant to those purchase orders. 4.10 New Products. From the date of this Agreement until December 31, 2008, if C&A, the Seller or any of their Affiliates, as applicable, are awarded new automotive interior trim business that requires the production of goods which the Purchaser is capable of producing at the Williamston Facilities, C&A, the Seller or their Affiliates, as applicable, shall buy those new goods (the New Products) exclusively from Purchaser in such quantities as may be necessary to meet C&As, the Sellers or any of their Affiliates requirements, subject to the last sentence of this Section 4.10. C&A, the Seller and their Affiliates may solicit written quotations for the New Products from Third Parties, provided, however, that if any such Third Party makes available to C&A, the Seller or their Affiliates, as applicable, more favorable terms than those offered by Purchaser at that time, C&A, the Seller or their Affiliates, as applicable, shall disclose to Purchaser all relevant information regarding the Third Partys quoted terms. Purchaser shall then have ten (10) business days to indicate whether it is willing to meet the Third Partys quoted terms. If Purchaser is willing to meet such Third Partys quoted terms, C&A, the Seller or their Affiliates, as applicable, shall exclusively purchase its requirements for those New Products from Purchaser. If Purchaser is not willing to meet such Third Partys quoted terms, C&A, the Seller or its Affiliates, as applicable, may purchase its requirements for those New Products from that Third Party. 4.11 Transfer(s) of C&A Facilities. If C&A, Seller or any of their Affiliates to which Purchaser is supplying goods, or from which Purchaser is purchasing goods, enters into bona fide negotiations with a Third Party regarding a transaction which, if consummated, would result in a Third Party owning or operating any facility of C&A, the Seller or any of their Affiliates, as applicable, to which the Purchaser ships goods, or from which the Purchaser receives goods, C&A, the Seller or their Affiliates, as applicable, shall (a) promptly notify the Purchaser of any such negotiations; and (b) make all commercially reasonable efforts during those negotiations to (i) ensure that C&As, the Sellers and any Affiliates accounts with Purchaser relating to the facility to be owned or operated by a Third Party following the closing of any such transaction are brought current prior to the consummation of any such transaction; and (ii) cause the rights and obligations of C&A, the Seller or any of their Affiliates, as applicable, to be assumed, assigned or delegated, as applicable, to the Third Party buyer in any such transaction. 4.12 Transition Services. Purchaser, at no cost or expense to Purchaser, shall have the right to use Sellers and Sellers Affiliates MRP IT system for a period of three (3) months following the Closing Date. For a period of three (3) months, Seller shall provide to Purchaser, at no cost or expense to Purchaser, adequate information technology support to Purchaser for the use of the MRP IT system referred to in this Section 4.12, and Sellers information technology support personnel shall provide reasonable assistance to Purchaser in the Purchasers transition from the MRP IT system to the Purchasers new information technology system.

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER Subject to the Bankruptcy Courts approval of this Agreement, entry of the Sale Order and obtaining any of the consents required by this Agreement or the Sale Order, the Seller represents and warrants to Purchaser as follows: 5.1 Organization, Standing and Power. The Seller is a corporation duly organized validly existing and in good standing under the laws of the state of Delaware. The Seller has the requisite power and authority to own, lease and operate all properties relating to the Business, including the Williamston Facilities. 5.2 Authority.

(a) The Seller has all requisite power and authority necessary to execute this Agreement and the Ancillary Documents to which it is or will be a party (the Sellers Ancillary Documents) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller has been duly authorized by all necessary corporate action, and the execution and performance of the Sellers Ancillary Documents by the Seller will be authorized by all necessary corporate action prior to the Closing. This Agreement constitutes, and upon execution of the Sellers Ancillary Documents such documents will constitute, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms. (b) Notwithstanding anything to the contrary contained herein, no provision of this Agreement is binding upon the Seller unless and until the entry of the Sale Order. 5.3 No Breach or Conflict. Neither the execution, delivery or performance of this Agreement and the Sellers Ancillary Documents, nor the consummation of the transactions contemplated hereby and thereby, will (a) cause the Seller to breach any material Law or Order that is applicable to the Business and the Williamston Facilities, or (b) conflict with or result in a violation of the Sellers organizational documents. 5.4 Assets.

(a) Seller has title to all of the Acquired Assets, including without limitation insurable title to the Noble Road Facility. (b) On the Closing Date, Purchaser will acquire all of the Sellers right, title and interest in the Acquired Assets, free and clear of any and all Liens, Claims, interests and encumbrances of any kind or nature, other than (i) Permitted Encumbrances and (ii) the Assumed Obligations. (c) All Acquired Assets are being transferred to Purchaser as is, where is and with all faults. 17
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5.5

Assumed Leases and Contracts.

(a) The Seller has delivered to Purchaser true and complete copies of the Assumed Progress Court Lease, the Assumed Contracts and the Assumed Equipment Leases, and all amendments to any of the foregoing, including all superior leases. The Seller is not a party to any oral real property leases with respect to the Williamston Facilities. The Seller has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred the Assumed Progress Court Lease, the Assumed Contracts or the Assumed Equipment Leases, or any interest in any of the foregoing. (b) There are no pending or, to the Sellers knowledge, threatened condemnation or eminent domain proceedings with respect to either of the Williamston Facilities. (c) The current use of the Williamston Facilities does not violate in any material respect any instrument of record or agreement affecting the Williamston Facilities. There is no violation of any covenant, condition, restriction, easement, agreement or Order of any Governmental Entity having jurisdiction over the Williamston Facilities that materially affects the use or occupancy of the Williamston Facilities. 5.6 Taxes. (a) The Seller has filed or has caused to be filed on a timely basis all Tax Returns that are or were required to be filed with respect to the Acquired Assets and the operation of the Business; (b) all such Tax Returns accurately reflect all liabilities required to be reflected thereon; and (c) all Taxes due and payable by the Seller with respect to the Acquired Assets and the operation of the Business shown in such Tax Returns have been paid. 5.7 Employees and Related Matters.

(a) Schedule 5.7(a) sets forth a complete and correct list of all Employees, including their position and date of hire. (b) None of the Employees are represented by a labor union or labor organization; and the Seller is not subject and is not a party to any collective bargaining agreement covering any Employee. (c) There are no labor strikes, slowdowns, work stoppages or lockouts currently pending or, to Sellers knowledge, threatened against the Seller with respect to any Employees. To Sellers knowledge, during the two years preceding the date of this Agreement, there have not been any labor union organizational campaigns by or directed at any Employees. There is no unfair practice complaint pending or, to Sellers knowledge, threatened against the Seller with respect to any Employees before the National Labor Relations Board or any other Governmental Entity. There is no grievance alleging unfair labor practices or collective bargaining breaches pending or, to Sellers knowledge, threatened against or involving the Seller with respect to any Employees. 5.8 Environmental Matters. The operations conducted by the Seller at the Williamston Facilities are currently being conducted under all environmental, health and safety permits, licenses and other authorizations required under all applicable Environmental Laws to 18
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operate the Business as it is currently being operated, except for such permits, licenses and other authorizations, the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect. All such permits, licenses and authorizations are in full force and effect. To Sellers knowledge, within the last 12 months with respect to the Williamston Facilities: (a) no written notice, notification, demand, request for information, citation, summons or order has been issued to the Seller, (b) no written complaint has been filed against the Seller, (c) no material penalty has been assessed and (d) no investigation or review is pending or threatened by any Governmental Entity with respect to any alleged failure by the Seller to have any material environmental, health or safety permit, license or other authorization required under any applicable Environmental Law in connection with the operation of the Business. Sellers operations at the Williamston Facilities are conducted in compliance in all material respects with all applicable Environmental Laws. 5.9 Brokerage Fees. No Person acting on behalf of the Seller is entitled to any brokerage or finders fee or commission in connection with the transactions contemplated by this Agreement. 5.10 Claims, Litigation and Disputes. Except for the Chapter 11 Cases, there is no proceeding before a Governmental Entity pending or, to Sellers knowledge, threatened, challenging or adversely affecting (i) the Sellers ability to perform its obligations hereunder or (ii) the ownership, use, maintenance or operation of the Acquired Assets by the Seller. 5.11 Material Acquired Contracts. Each Material Acquired Contract is valid, binding upon the Seller and in full force and effect, and except for any breach or default in connection with or resulting from Sellers filing of the Chapter 11 Cases, neither the Seller, nor, to Sellers knowledge, any other party to any Material Acquired Contract is in material breach thereof or default thereunder and there does not exist, to Sellers knowledge, any event, occurrence, condition or act that, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a material breach or default under any Material Acquired Contract. As of the date hereof, to Sellers knowledge, the Seller has not received any written notice of the intention of any party to terminate or materially modify any Material Acquired Contract. The term Material Acquired Contract means, collectively, (i) each Assumed Contract or Assumed Equipment Lease that provides for aggregate future annual payments to or from the Seller in excess of $25,000, and (ii) the Assumed Progress Court Lease. 5.12 Compliance With Laws. The Seller is in material compliance with all Laws applicable to the Business, except in any case where the failure to be in compliance would not have a Material Adverse Effect. The Seller has not received any written notice within the past 12 months relating to violations or alleged violations or defaults under any applicable Law or Order, where the failure to cure would result in a Material Adverse Effect. 5.13 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS, NEITHER THE SELLER NOR ANY OF ITS AFFILIATES MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE BUSINESS, THE ACQUIRED ASSETS (INCLUDING, WITHOUT LIMITATION, THE VALUE, CONDITION OR USE OF ANY ACQUIRED ASSET) OR OTHERWISE WITH RESPECT TO 19
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ANY OTHER INFORMATION PROVIDED TO PURCHASER, WHETHER ON BEHALF OF THE SELLER OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, AS TO (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (B) THE OPERATION OF THE BUSINESS AFTER THE CLOSING IN ANY MANNER, OR (C) THE PROBABLE SUCCESS OR PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE ACQUIRED ASSETS BY PURCHASER AFTER THE CLOSING. The Seller makes no representations or warranties with respect to any oral or written estimates, projections, forecasts or forward-looking information provided to Purchaser. There is no assurance that any estimated, projected or forecasted results will be achieved. Neither the Seller nor any other Person will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchasers use of, any such information, including, without limitation, any information, document or material made available to Purchaser in data rooms, management presentations, functional break out discussions, site visits, responses to questions submitted by or on behalf of Purchaser, whether orally or in writing, or in any other form in expectation of the transactions contemplated by this Agreement. 5.14 Survival of Representations and Warranties. None of the representations or warranties of the Seller set forth in this Agreement shall survive the Closing. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to the Seller as follows: 6.1 Organization, Standing and Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 6.2 Authority. Purchaser has all requisite power and authority necessary to execute this Agreement and the Ancillary Documents to which it is or will be a party (the Purchaser Ancillary Documents) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Purchaser, and the execution and performance of the Purchaser Ancillary Documents will be authorized by all necessary corporate action prior to Closing. This Agreement constitutes, and upon execution each of the Purchaser Ancillary Documents will constitute, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, such enforcement subject to bankruptcy, insolvency, reorganization, moratorium, or similar laws of general application affecting creditors rights and the application of general principles of equity. 6.3 No Breach or Conflict. Neither the execution, delivery or performance of this Agreement and the Purchaser Ancillary Documents, nor the consummation of the transactions contemplated hereby and thereby will (a) cause Purchaser to breach any Law or Order, or (b) conflict with or result in a violation of the organizational documents or bylaws of Purchaser.

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6.4 Brokerage Fees. No Person or other entity acting on behalf of Purchaser is entitled to any brokerage or finders fee or commission in connection with the transactions contemplated by this Agreement or the Purchaser Ancillary Documents. 6.5 Adequate Assurances Regarding Executory Contracts. Purchaser is and will be capable of satisfying the conditions contained in section 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assumed Contracts, the Assumed Progress Court Lease and the Assumed Equipment Leases. 6.6 Purchasers Investigation. Purchaser represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted its own investigation of the Business, the Acquired Assets (including the physical plants of the Business) and the Assumed Obligations. Purchaser acknowledges that as of the date hereof, Purchaser has no actual knowledge that any of Sellers representations or warranties is untrue in any material respect. Purchaser acknowledges that, subject to satisfaction of the conditions set forth in Article IX, it will accept the Acquired Assets under the terms of this Agreement in their present condition and locations and with their present operating capabilities. Purchaser acknowledges that the Seller makes no warranty, express or implied, as to the condition of the Acquired Assets except as expressly set forth in this Agreement. Purchaser has not relied upon, and the Seller shall not be liable for or bound in any manner by, any express or implied oral or written information, warranties, guarantees, promises, statements, inducements, representations or opinions pertaining to the Business or the Acquired Assets, except as may be contained in this Agreement and the Sellers Ancillary Documents and certificates delivered hereunder. 6.7 Claims, Litigation and Disputes. There is no claim or litigation or investigative proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser which (a) in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereunder and under the Purchaser Ancillary Documents or (b) would materially affect Purchasers ability to perform its obligations hereunder and under the Purchaser Ancillary Documents. 6.8 Financing. Purchaser has received a commitment from a financing source, which together with cash on hand, shall provide all funds necessary to consummate the transactions contemplated hereby and in the Ancillary Documents, to pay all of its related fees and expenses, to satisfy any applicable requirement relating to financial capacity or capital imposed by any Governmental Entity in any state in which Purchaser will conduct its business from and after the Closing Date. Purchaser has no reason to believe that such available financing shall not be available, and Purchaser has not made any material misrepresentation in connection with obtaining any financing commitments. 6.9 Survival of Representations and Warranties. None of the representations or warranties of Purchaser set forth in this Agreement shall survive the Closing.

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ARTICLE VII COVENANTS OF THE SELLER 7.1 Access and Right of Inspection. The Seller agrees that, prior to the Closing Date, Purchaser shall, upon reasonable notice and so long as such access does not unreasonably interfere with the Sellers business operations, through its authorized officers, employees, agents and representatives (including, without limitation, its counsel and accountants), have reasonable access during normal business hours to the Williamston Facilities, and the officers and employees of the Seller engaged in the operation thereof, and shall be entitled to make such reasonable investigation of the properties, businesses and operations of the Seller relating to the Business and such examination of the books, records and financial condition of the Seller relating to the Business as it reasonably requests; provided that Purchaser shall be bound by and shall comply with the terms of the Confidentiality Agreement with respect to Purchasers ability to use or disclose any such information; and provided further that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser will not contact any customer or supplier of the Seller relating to the Business without providing the Seller a reasonable opportunity to participate in any such contact. Such investigation shall be conducted so as not to unreasonably interfere with the use of the Williamston Facilities by the Seller. Purchaser agrees to repair at its sole cost any material damage to the Williamston Facilities caused solely by the Purchasers investigation. 7.2 Conduct of the Business Pending the Closing. Subject to any obligations as debtors in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court, from the date hereof until the Closing Date, the Seller shall conduct the Business substantially in the manner as conducted on the date of this Agreement. Without limiting the generality of the foregoing, subject to any obligations as debtors in possession under the Bankruptcy Code and except as otherwise expressly contemplated by this Agreement or the Orders of the Bankruptcy Court or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Closing Date, the Seller shall: (a) Use, preserve and maintain the Acquired Assets in the Ordinary Course of Business and not cause material damage to or destruction or loss of any of such Acquired Assets; (b) Continue to maintain the insurance covering the Acquired Assets in effect as of the date of this Agreement; (c) Pay all debts and obligations incurred by it in the operation of the Business in the Ordinary Course of Business; (d) Not commit any act, or fail to make any payment or perform any act, which would cause or result in a material breach of any of the Material Acquired Contracts;

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(e) Except as contemplated by Section 3.3 and except for sales of inventory in the Ordinary Course of Business, not enter into any agreement or agreements for the sale of any of the Acquired Assets; (f) Not create, assume or permit to exist any Lien upon the Acquired Assets except for Permitted Encumbrances; and (g) Maintain levels of Inventory at the Williamston Facilities generally consistent with the Sellers past practices in their operation of the Business. 7.3 Commercially Reasonable Efforts. The Seller will use all commercially reasonable efforts to obtain the Sale Order required for the consummation of the transactions contemplated by this Agreement. 7.4 Bankruptcy Actions. No later than March 20, 2007, or such other date as may be mutually agreed upon by Purchaser and the Seller, the Seller will file with the Bankruptcy Court a motion, supporting papers and a form of Sale Order seeking the Bankruptcy Courts approval of this Agreement, the Sellers performance under this Agreement and the assignment and the assumption of the Assumed Contracts, the Assumed Progress Court Lease and the Assumed Equipment Leases. 7.5 Further Assurances. The Seller shall execute such documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the transactions contemplated hereby. The Seller shall use all commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions set forth in Article IX of this Agreement. ARTICLE VIII COVENANTS OF PURCHASER 8.1 Assumed Obligations. Subsequent to the Closing, Purchaser agrees to pay, perform and discharge the Assumed Obligations as they become due, including, without limitation, the discharge and performance when due of each and every obligation of the Seller that arises and is first required to be performed after the Closing Date under the Assumed Contracts. Purchaser shall not renew or extend (by action or inaction) any Assumed Contract unless the Seller has been released by all parties to such Assumed Contract from all obligations that would arise under such Assumed Contract following any such renewal or extension. 8.2 Confidentiality. Purchaser covenants and agrees that for a period of two years after the date of the Closing, it will not, directly or indirectly, except in connection with the transactions contemplated hereby or to the extent required by Law, regulatory process or proceeding or Order (provided prior timely notice has been provided to the Seller to permit the Seller to limit such disclosure or to seek appropriate protective orders), make use of or divulge, or permit any of its agents or employees to make use of or divulge, nonpublic information heretofore disclosed in writing by the Seller to the Purchaser, and identified as nonpublic information concerning the business, financial or other affairs of or any of the methods of doing business used by the Seller or any of its Affiliates. The obligations contained in this Section 8.2 are in addition to and independent of the obligations contained in the Confidentiality Agreement. 23
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8.3 Further Assurances. Purchaser shall execute such documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the transactions contemplated hereby. Purchaser shall use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions set forth in Article X of this Agreement. 8.4 Deposits. On or prior to the tenth (10th) business day following the Closing Date, the Purchaser shall replace all of the Sellers security, vendor, utility and other similar deposits directly related to the Acquired Assets (collectively, Sellers Deposits) with Purchasers deposits and Purchaser shall request that the Seller to be released from all liability under such Sellers Deposits for events which occur on and after the Closing Date. Purchaser shall promptly reimburse the Seller for any Sellers Deposits which have been paid or credited to Purchaser by the holder of the deposit. 8.5 Financing. Purchaser shall promptly notify the Seller of any proposal by any financing source of the Purchaser for the transactions contemplated by this Agreement to withdraw, terminate or make a material change in the terms of (including, without limitation, the amount of financing contemplated by), such financing being provided by such financing source in connection with the transactions contemplated by this Agreement. In addition, upon the Sellers request, Purchaser shall, subject to applicable confidentiality obligations, advise and update the Seller, using a level of detail reasonably satisfactory to the Seller, with respect to the status and proposed closing date of the proposed financing. In the event of a withdrawal or termination of the financing described in this Section 8.5, Purchaser shall use commercially reasonable efforts to obtain alternative financing. 8.6 Commercially Reasonable Efforts. Purchaser shall use all commercially reasonable efforts to (a) obtain all consents and approvals of all Governmental Entities and all other Persons required to be obtained by Purchaser to effect the transactions contemplated by this Agreement and (b) take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable Law, to consummate and make effective in an expeditious manner the transactions contemplated hereby. 8.7 Adequate Assurances Regarding Executory Contracts and Required Orders. With respect to each Assumed Contract, Purchaser shall provide adequate assurance of the future performance of such Assumed Contract by Purchaser. Purchaser agrees that it will promptly take all actions as are reasonably requested by the Seller to assist in obtaining the Bankruptcy Courts entry of the Sale Order, including, without limitation, furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and making Purchasers employees and representatives to be selected by the Purchaser in its sole discretion available to testify before the Bankruptcy Court. ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligations of Purchaser under this Agreement are subject to satisfaction, in the Purchasers sole and absolute discretion, of the following conditions precedent on or before the Closing Date.

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9.1

Warranties True as of Closing Date; Covenants.

(a) Each of the representations and warranties of the Seller contained herein shall be true and correct in all material respects (except for representations and warranties that include a materiality qualification, which shall be true and correct in all respects) on and as of the Closing Date (except for representations and warranties made with respect to a specified date, which shall be true and correct as of that date (in all material respects, if applicable)) with the same force and effect as though made on and as of the Closing Date. (b) The Seller shall have performed and complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by the Seller on or prior to the Closing Date. (c) Purchaser shall have been furnished a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth in this Section 9.1. 9.2 Bankruptcy Condition. The Sale Order shall have been entered by the Bankruptcy Court, and shall be a Final Order, provided, however, that if the Sale Order shall have been appealed from, Purchaser agrees to consummate the sale notwithstanding the pendency of such appeal, but only if no stay of the Sale Order shall be in effect. 9.3 Damage or Destruction of Acquired Assets. There shall not have occurred any material damage to or destruction of all or any substantial portion of the Acquired Assets by reason of fire or other casualty, whether or not covered by Sellers insurance. 9.4 Intentionally Omitted.

9.5 Litigation. No Order shall have been issued restricting, prohibiting or staying the consummation of the transactions contemplated by this Agreement. 9.6 Instruments of Conveyance and Transfer; Title. The Seller shall have delivered to Purchaser such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance satisfactory to Purchaser and its counsel as are effective to vest in Purchaser insurable title to the Acquired Assets free and clear of any Liens, except for Permitted Encumbrances. 9.7 Sellers Deliveries. The Seller shall have executed and delivered to Purchaser the Sellers Ancillary Documents and other documents referred to in Section 11.2. ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER The obligations of the Seller under this Agreement are, at the option of the Seller, subject to the satisfaction of the following conditions precedent on or before the Closing Date.

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10.1

Warranties True as of Closing Date; Covenant.

(a) Each of the representations and warranties of the Purchaser contained herein shall be true and correct in all material respects (except for representations and warranties that include a materiality qualification, which shall be true and correct in all respects) on and as of the Closing Date (except for representations and warranties made with respect to a specified date, which shall be true and correct as of that date (in all material respects, if applicable)) with the same force and effect as though made on and as of the Closing Date. (b) Purchaser shall have performed and complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date. (c) The Seller shall have been furnished a certificate (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by Purchaser certifying as to the fulfillment of the conditions set forth in this Section 10.1. 10.2 Bankruptcy Condition. The Sale Order shall have been entered by the Bankruptcy Court, and shall be a Final Order, provided, however, that if the Sale Order shall have been appealed from, the Seller agrees to consummate the sale notwithstanding the pendency of such appeal, but only if no stay of the Sale Order shall be in effect. 10.3 3.1 hereof. Payment. Purchaser shall have paid the Purchase Price in accordance with Section

10.4 Litigation. No Order shall have been issued restricting, prohibiting or staying the consummation of the transactions contemplated by this Agreement. 10.5 Purchaser Documents. The Seller shall have received all documents it may reasonably request relating to the existence of Purchaser and the authority and ability of Purchaser to execute this Agreement and the Purchaser Ancillary Documents and to perform its obligations hereunder and thereunder, all in form and substance reasonably satisfactory to the Seller. 10.6 Purchasers Deliveries. Purchaser shall have executed and delivered to the Seller the Purchaser Ancillary Documents and other documents referred to in Section 11.3 hereof. ARTICLE XI CLOSING 11.1 Closing. Provided that the Sale Order shall have been entered, and subject to satisfaction of the applicable conditions, the Closing shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 or at such other place as may be mutually agreed upon by Purchaser and the Seller and on a date and time (the Closing Date) to be mutually agreed upon by Purchaser and the Seller, not later than March 30, 2007. 11.2 Deliveries by the Seller. At the Closing, the Seller will deliver the following to Purchaser: (a) a covenant deed substantially in the form attached hereto as Exhibit A duly 26
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executed by Seller, (b) a Bill of Sale substantially in the form attached hereto as Exhibit B duly executed by the Seller, (c) an Assignment and Assumption of the Assumed Contracts, the Assumed Progress Court Lease and the Assumed Equipment Leases, in form and content mutually satisfactory to Purchaser and the Seller (the Assignment and Assumption) duly executed by the Seller, and (d) a certificate executed on behalf of the Seller by the Sellers Secretary or Assistant Secretary certifying as to the incumbency, and authenticating the signatures of, officers executing this Agreement, the Sellers Ancillary Documents and any certificates delivered hereunder or thereunder on behalf of the Seller, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing the Sellers execution, delivery and performance of this Agreement. 11.3 Deliveries by Purchaser. At the Closing, Purchaser will deliver the following (a) the Purchase Price less the Deposit pursuant to and in accordance with Section 3.1, (b) the Assignment and Assumption duly executed by Purchaser, and (c) a certificate executed on behalf of Purchaser by Purchasers Secretary or Assistant Secretary certifying as to the incumbency, and authenticating the signatures of, officers executing this Agreement, the Purchaser Ancillary Documents and any certificates delivered hereunder or thereunder on behalf of Purchaser, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing Purchasers execution, delivery and performance of this Agreement. ARTICLE XII TERMINATION; TERMINATION PAYMENT 12.1 Termination. This Agreement may be terminated prior to the Closing as follows: (a) by mutual written agreement of Purchaser and the Seller;

(b) (i) by either Purchaser or the Seller if there shall be in effect a final nonappealable court order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (ii) by either Purchaser or Seller if the Sale Order has been vacated, overruled or stayed; (c) by either Purchaser or the Seller (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties or covenants set forth in this Agreement on the part of the other party and, with respect to a breach of covenant (but not otherwise), the breach is not cured within five (5) business days after the non-breaching party has given notice to the other party of such breach; (d) Alternative Transaction; by either Purchaser or the Seller upon the occurrence of an

(e) by Purchaser if (i) on or before February 23, 2007, the Sale Procedures Order has not been entered by the Bankruptcy Court in substantially the form referred to in the definition thereof, or (ii) on or before March 13, 2007, the Break-Up Fee and Overbid Protections have not been approved by order of the Bankruptcy Court; or

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(f) by Purchaser or the Seller, if the Closing shall not have been consummated on or prior to March 30, 2007 (or by such later date as shall be mutually agreed to by Purchaser and the Seller in writing), unless the failure of such occurrence shall be due to the failure of Purchaser (if Purchaser is terminating) or the Seller (if the Seller is terminating) to perform or observe their respective agreements as set forth in this Agreement required to be performed or observed by such party on or before the Closing Date. 12.2 Damage or Destruction. If (a) all or any substantial portion of the Acquired Assets shall have suffered any material damage or destruction by reason of fire or other casualty prior to the Closing, and (b) such damage or destruction is covered or substantially covered by the Sellers insurance, Purchaser may, at its option, waive the condition to its obligation to close set forth in Section 9.3 and complete its acquisition of the Acquired Assets, in which case Purchaser shall be entitled to all proceeds of the Sellers insurance in respect of such damage or destruction. The Seller shall diligently assert and prosecute all claims in respect of such insurance and cooperate with Purchaser in obtaining such proceeds. 12.3 Break-Up Fee. Subject to the entry of the Bid Protections Order by the Bankruptcy Court, if this Agreement is terminated pursuant to Section 12.1(d), the Seller shall pay to Purchaser $125,000 (the Break-Up Fee) and return the Deposit to the Purchaser. In the event the Seller is obligated to pay the Break-Up Fee to Purchaser, the Break-Up Fee shall be paid as an administrative expense of the Seller pursuant to Section 503(b) of the Bankruptcy Code. The Seller shall (a) pay the Break-Up Fee within five (5) business days following the occurrence of the event giving rise to the Purchasers right to receive the Break-Up Fee and (b) return the Deposit within five (5) business days following the occurrence of the event giving rise to the Purchasers right to receive the Break-Up Fee but in no event later than the date set forth in the Sale Procedures Order. 12.4 Sellers Liquidated Damages. If this Agreement is terminated by the Seller on account of a material breach by Purchaser, as determined by final determination of the Bankruptcy Court, the Seller shall be entitled to $125,000, which amount shall be satisfied as follows: (a) Seller shall retain the Deposit and (b) Seller shall return $20,000 (the difference between the Deposit and $125,000) to the Purchaser, which return shall be made within 30 days following the Bankruptcy Courts final determination that the Seller has the right to receive such payment. The payment described in this Section 12.4 shall be deemed to be the Sellers liquidated damages for any and all breaches or defaults by Purchaser of any of the Purchasers representations, warranties or covenants under this Agreement, and shall be the Sellers sole and exclusive remedy for any such breach, breaches, default or defaults. The Sellers liquidated damages set forth in this Section 12.4 is not and shall not be deemed a penalty. 12.5 Purchasers Liquidated Damages. If this Agreement is terminated by the Purchaser on account of a material breach by the Seller, as determined by final determination of the Bankruptcy Court, the Seller shall pay to the Purchaser $125,000, which payment shall be made within 30 days following the Bankruptcy Courts final determination that the Purchaser has the right to receive such payment. The payment described in this Section 12.5 shall be deemed to be the Purchasers liquidated damages for any and all breaches or defaults by the Seller of any of the Sellers representations, warranties or covenants under this Agreement, and shall be the Purchasers sole and exclusive remedy for any such breach, breaches, default or defaults. The 28
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Purchasers liquidated damages set forth in this Section 12.5 is not and shall not be deemed a penalty. In addition, the Seller shall return the Deposit to the Purchaser. 12.6 Effects of Termination. If this Agreement is terminated in accordance with Section 12.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except that (a) the provisions of Section 7.1 and Section 8.2 regarding confidentiality, and (b) the provisions of Section 12.3, Section 12.4, Section 12.5 and Section 12.6 shall survive such termination. ARTICLE XIII ADDITIONAL COVENANTS 13.1 Employees. The Seller shall terminate the employment of all Employees effective as of the Closing Date, and shall pay all outstanding amounts that are owed to such Employees to the extent permitted by the Bankruptcy Code. C&A shall provide distributions to the terminated Employees under C&As pension and 401(k) plans in accordance with the terms of such plans. Purchaser may, in its sole and absolute discretion, offer (or, if prior to the Closing Date, conditionally offer) employment to current Employees (both salaried and hourly) working at the Williamston Facilities, on such terms and conditions as Purchaser may determine in its sole discretion. Seller will prepare and send WARN Act notices, reasonably satisfactory to Purchaser in form and substance, as soon as practicable to each of the Employees. Purchaser agrees to offer at-will employment to not less than 71 of the Employees identified on Schedule 5.7(a), at their current base salary or base hourly wage rate as heretofore disclosed in writing to Purchaser and otherwise on such terms and conditions of employment as may be determined by Purchaser in its sole discretion. Each Employee to whom such employment is offered by Purchaser shall be required to satisfy such drug testing and other reasonable minimum eligibility requirements established by Purchaser. For a period of twelve (12) months following the date hereof, the Seller shall not hire, employ or retain without the prior written consent of the Purchaser any Employee that either (a) is employed at the Williamston Facilities as of the date hereof, or (b) was employed at the Williamston Facilities at any time within two (2) months prior to the date hereof. The Seller will not, prior to Closing, transfer any such Employees, without the prior written consent of the Purchaser. Purchaser and its respective officers, directors, agents, affiliates, subsidiaries, successors and assigns, shall not assume or otherwise become liable for any obligation or liability of the Seller, or any subsidiary or Affiliate of the Seller, for any employment-related obligations or liabilities of any kind or nature relating to or arising from any Employees employment by Seller or any of its Affiliates, including, without limitation, pension obligations, retiree health benefits, any accrued vacation or severance, employee expense reimbursements or unpaid wages. 13.2 Joint Post-Closing Covenant of Purchaser and the Seller. Purchaser and the Seller jointly covenant and agree that, from and after the Closing Date, Purchaser and the Seller will each use commercially reasonable efforts to cooperate with each other in connection with any action, suit, proceeding, investigation or audit of the other relating to (a) the preparation of an audit of any of the Sellers or Purchasers Tax Returns for all periods prior to or including the Closing Date and (b) any audit of Purchaser and/or any audit of the Seller with respect to the sales, transfer and similar taxes imposed by the laws of any state or political subdivision thereof, relating to the transactions contemplated by this Agreement. In furtherance hereof, Purchaser and 29
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the Seller further covenants and agrees to promptly respond to all reasonable inquiries related to such matters and to provide, to the extent reasonably possible, substantiation of transactions and to make available and furnish appropriate documents and personnel in connection therewith. All costs and expenses incurred in connection with this Section 13.2 referred to herein shall be borne by the party who is subject to such action. 13.3 Books and Records. For a period of seven (7) years after the Closing Date (or such longer period as may be required by any Governmental Entity): (a) Purchaser shall not dispose of or destroy any of the business records and files of the Business held by Purchaser and relating to the period preceding the Closing Date. If Purchaser wishes to dispose of or destroy such records and files after that time, or if the Seller wishes at any time to destroy any business records and files of the Business held by it, the party proposing such disposition or destruction shall first give 30 days prior written notice to the other party, and such other party shall have the right, at its option and expense, upon prior written notice to the notifying party within such 30-day period, to take possession of the records and files within 15 days after the date of such notice. (b) Each party (the requested party) shall allow the other party including any Debtor and any successor or any litigation or post-consummation trust (the requesting party) and any of its directors, officers, employees, counsel, representatives, accountants and auditors reasonable access to the files of the requested party relating to the Business for the period preceding the Closing Date which are reasonably required by the requesting party in anticipation of, or preparation for, any existing or future Legal Proceeding involving the requesting party or any of its Affiliates or tax return preparation. Such access shall be at a mutually agreed upon time and place, and shall be upon reasonable notice given by the requesting party. The requesting party shall have the right, at its own expense, to make copies of any such records and files; provided that any such access or copying shall be had or done in such a manner so as not to interfere with the normal conduct of the requested partys business or operations. (c) Purchaser shall allow the Seller and any of its representatives reasonable access, during regular business hours and upon reasonable notice, to all Excluded Records for the purpose of copying or removing such Excluded Records. ARTICLE XIV MISCELLANEOUS 14.1 Expense. Except as provided in Section 12.3, Section 12.4 and Section 12.5 hereof, each party hereto shall bear its own costs and expenses, including attorneys fees, with respect to the transactions 14.2 Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument signed by all of the parties to this Agreement. 14.3 Notices. Any notice request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person, (b) on the date of transmission if sent by e-mail transmission, telex, telecopy or 30
K&E 11622754.9

other wire transmission (with answer back confirmation of such transmission), (c) upon delivery, if delivered by a nationally known commercial courier service providing next day delivery service (such as Federal Express), or (d) upon delivery, or refusal of delivery, if deposited in the U.S. mail, certified or registered mail, return receipt requested, postage prepaid: If to the Seller, addressed as follows: Collins & Aikman Corporation 26533 Evergreen Road, Suite 900 Southfield, Michigan 48076 Attn: General Counsel Telephone: (248) 728-4894 Facsimile: (248) 728-2114

with copies to: Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 Attn: Ray C. Schrock Telephone: (312) 861-2000 Facsimile: (312) 861-2200 Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 Attn: Michael S. Stamer Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn: Harold S. Novikoff Telephone: (212) 403-1249 Facsimile: (212) 403-2249 If to Purchaser, addressed as follows: Williamston Products, Inc. Attn: Frank Remesch 2559 Songbird Drive Troy, Michigan 48085 Telephone: (313) 590-7454

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with a copy to: Baker & Hostetler LLP Attn: Matthew R. Goldman 3200 National City Center 1900 East Ninth Street Cleveland, Ohio 44114-3485 Telephone: (216) 621-0200 Facsimile: (216) 696-0740 or to such other individual or address as a party hereto may designate for itself by notice given as herein provided. 14.4 Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other covenant, representation or warranty. 14.5 Counterparts and Execution. This Agreement may be simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original. 14.6 Headings. The heading preceding the text of the Articles and Sections of the Agreement and the Schedule hereto are for convenience only and shall not be deemed part of this Agreement. 14.7 APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT (AND ALL DOCUMENTS, INSTRUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED PURSUANT TO THE TERMS AND PROVISIONS HEREOF (COLLECTIVELY, THE ANCILLARY DOCUMENTS) SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE BANKRUPTCY CODE AND TO THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY CODE, THE LAWS OF THE STATE OF MICHIGAN APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. PURCHASER AND THE SELLER FURTHER AGREES THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (A) THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT; AND/OR (B) THE ACQUIRED ASSETS AND/OR ASSUMED OBLIGATIONS AND PURCHASER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION; PROVIDED THAT IF THE BANKRUPTCY COURT REFUSES TO ACCEPT JURISDICTION OVER ANY SUCH DISPUTE, THEN ANY STATE OR FEDERAL COURT LOCATED IN MICHIGAN SHALL 32
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HAVE JURISDICTION OVER SUCH DISPUTE AND PURCHASER AND THE SELLER HEREBY CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH CASE. 14.8 Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without prior written consent of the other parties (which shall not be unreasonably withheld or delayed); except (a) that Purchaser may assign any of its rights (but not its obligations) hereunder to any Affiliate or wholly-owned subsidiary, (b) Purchaser may grant a security interest in its rights and interests hereunder to its lenders, (c) the rights and interests hereunder may be assigned to a trustee appointed under chapter 11 or chapter 7 of the Bankruptcy Code, (d) this Agreement may be assigned to any entity appointed as successor to the Seller pursuant to a confirmed chapter 11 plan and (e) as otherwise provided in this Agreement. Nothing contained herein, express or implied, is intended to confer on any Person other than the parties hereto or their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, upon written instructions from Purchaser a reasonable time before Closing, the Seller will, at Closing, convey the Acquired Assets in whole or in part to one or more nominees as so instructed by Purchaser. 14.9 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon Third Parties any rights, remedies, claims, or causes of action. 14.10 Tax Matters. (a) Seller shall be responsible for the timely payment of all sales, use, transfer (including, without limitation, documentary transfer, stamp and like taxes) and similar taxes payable in connection with the consummation of the transactions contemplated by this Agreement and the sale and transfer of the Acquired Assets to Purchaser or its designee. (b) Not later than 30 days after the Closing Date, Purchaser and the Seller shall negotiate and determine in good faith an allocation of the Purchase Price among the Acquired Assets (the Allocation) which shall be conclusive and final for all purposes of this Agreement. Purchaser and the Seller shall report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocation including, but not limited to, the preparation and filing of Form 8594 under section 1060 of the Code (or any comparable provisions of state or local tax law) with their respective federal, state and local income Tax Returns for the taxable year that includes the Closing Date. 14.11 Termination of Representations, Warranties and Covenants. All representations and warranties made by the Seller and Purchaser in this Agreement shall terminate on the Closing Date upon the purchase and sale of the Acquired Assets and neither party shall thereafter have any liability under this Agreement to the other for any breach of any such representation or warranty. Except for Sellers covenants set forth in Section 2.2, Section 3.2, Article IV, Article XIII, Section 14.10, Section 14.11 and Section 14.12, all of which shall survive the Closing, all covenants of the Seller in this Agreement shall lapse at, and be of no further force 33
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and effect following, the Closing. Except for Purchasers covenants set forth in Section 3.1(c), Section 3.2, Article IV, Section 8.1, Section 8.2, Section 8.4, Article XIII, Section 14.10, Section 14.11 and Section 14.12, all of which shall survive the Closing, all covenants of the Purchaser in this Agreement shall lapse at, and be of no further force and effect following, the Closing. C&As covenants set forth in Article IV and Section 13.1 shall survive the Closing. 14.12 Public Announcements. Except as required by law or in connection with the Chapter 11 Cases, neither the Seller nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior approval of the other party hereto relating to the contents and manner of presentation and publication thereof, which approval will not be unreasonably withheld or delayed. Prior to making any public disclosure required by applicable law, the disclosing parties shall give the other party a copy of the proposed disclosure and reasonable opportunity to comment on the same. 14.13 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to this Agreement to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. 14.14 Proration. Real property taxes on the Noble Road Facility and personal property taxes on the tangible personal property constituting part of the Acquired Assets for any tax period that includes the Closing Date and ends after the Closing Date shall be prorated between the parties as of the Closing Date based upon the latest available tax bill or similar tax list. 14.15 Entire Understanding. This Agreement, the Exhibits and Schedules hereto and the Ancillary Documents set forth the entire agreement and understanding of the parties hereto in respect to the transactions contemplated hereby and the Agreement, the Exhibits and Schedules hereto and the Ancillary Documents supersede all prior agreements, arrangements and understandings relating to the subject matter hereof and are not intended to confer upon any other person any rights or remedies hereunder. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement, the Exhibits and the Schedules. 14.16 Bankruptcy Court Approval. Bankruptcy Court. This Agreement is subject to approval by the

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CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 23rd day of February, 2007, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Notice of (A) Williamston Products, Inc. as Stalking Horse Bidder; (B) Proposed Asset Purchase Agreement; (C) Proposed Break-Up Fee and Overbid Protections; and (D) Date and Location of Auction Regarding Sale of Assets at Debtors Williamston, Michigan Facilities Served on February 23, 2007. Dated: February 23, 2007 /s/ Ray C. Schrock Ray C. Schrock

K&E 11637710.3

Served via Electronic Mail

CREDITOR NAME A Freeman Acord Inc Adrian City Hall Alice B Eaton Amalgamated Life Askounis & Borst PC Assistant Attorney General of Texas ATC Nymold Corporation Athens City Tax Collector Attorney for MDEQ Attorneys for Michigan DLEG UIA Autoliv ASP Inc Bailey & Cavalieri LLC Baker & Hostetler LLP Balch & Bingham LLP Barnes & Thornburg LLP Barnes & Thornburg LLP Bartlett Hackett Feinberg Basell USA Inc

CREDITOR NOTICE NAME John Livingston John Fabor Judith Greenspan Esq Thomas V Askounis Esq E Stuart Phillips Sherry Epstein Mike Keith Celeste Gill Asst Attorney General Roland Hwang Asst Attorney General Eric R Swanson Esq & Anthony J Nellis Esq Adam J Biehl & Yvette A Cox Wendy J Gibson & Brian A Bash Eric T Ray John T Gregg Patrick E Mears Frank F McGinn Scott Salerni

Benesch Friedlander Coplan & Aronoff LLP William E Schonberg & Stuart A Laven Jr Bernardi Ronayne & Glusac PC Rodney M. Glusac Bernstein Litowitz Berger & Grossman LLP Berry Moorman PC Berry Moorman PC Bird Svendsen Brothers Scheske & Pattison PC Borges & Associates LLC Bose McKinney & Evans LLP Bradley Arant Rose & White LLP Brendan G Best Brown Rudnick Berlack Israels LLP Bryan Clay Burr & Forman LLP Butzel Long PC Butzel Long PC Cahill Gordon & Reindel Cahill Gordon & Reindel Calhoun Di Ponio & Gaggos PLC Carlile Patchen & Murphy LLP Chambliss Bahner & Stophel PC Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Marshall City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer City Treasurer Colbert & Winstead PC Steven Singer & John Browne Dante Benedettini Esq James Murphy Esq Eric J Scheske Wanda Borges Esq Jeannette Eisan Hinshaw Jay R Bender

EMAIL afreeman@akingump.com jlivingston@acordinc.com cityofadrian@iw.net aeaton@stblaw.com jgreenspan@amalgamatedlife.com taskounis@askborst.com stuart.phillips@oag.state.tx.us sepstein@atc-lighting-plastics.com finance@cityofathens.com gillcr@michigan.gov hwangr@michigan.gov eric.swanson@autoliv.com tony.nellis@autoliv.com Yvette.Cox@baileycavalieri.com Adam.Biehl@baileycavalieri.com wgibson@bakerlaw.com eray@balch.com john.gregg@btlaw.com pmears@btlaw.com ffm@bostonbusinesslaw.com scott.salerni@basell.com wschonberg@bfca.com slaven@bfca.com rodg@brgpc.com steve@blbglaw.com johnb@blbglaw.com dante@berrymoorman.com murph@berrymoorman.com bsbs@charter.net borgeslawfirm@aol.com jhinshaw@boselaw.com jbender@bradleyarant.com bbest@dykema.com rstark@brownrudnick.com ssmith@brownrudnick.com bryan_clay@ham.honda.com shoff@burr.com sharkey@butzel.com osborne@butzel.com wilkins@butzel.com jschaffzin@cahill.com rusadi@cahill.com kcc@cdg-law.com lxf@cpmlaw.com bbailey@cbslawfirm.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us Mevans@cityofmarshall.com roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com Ncowdrey@corunna-mi.gov amalone@colwinlaw.com

Robert Stark & Steven Smith Shannon E Hoff Daniel N Sharkey & Paula A Osborne Matthew E Wilkins Esq Jonathan A Schaffzin Robert Usadi Kevin C Calhoun Leon Friedberg Bruce C Bailey Barb Neal The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Maurice S Evans City Manager Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter Amy Wood Malone

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

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CREDITOR NAME Cole Schotz Meisel Forman & Leonard PA Constellation NewEnergy Inc Coolidge Wall Womsley & Lombard Crowell & Moring LLP Crowell & Moring LLP Cummings McClorey Davis & Acho PLC DaimlerChrysler DaimlerChrysler DaimlerChrysler Corporation Daniella Saltz Danielle Kemp Danning Gill Diamond & Kollitz LLP David H Freedman David Heller David Youngman Dennis C Roberts PLLC Dickinson Wright PLLC Dickinson Wright PLLC Dilworth Paxson LLP Dow Chemical Company Dow Chemical Company Duane Morris LLP DuPont Dworken & Bernstein Co LPA Dykema Gossett Rooks Pitts PLLC Earle I Erman Eastman & Smith Ltd Elias Meginnes Riffle & Seghetti PC Ellwood Group Inc Erin M Casey Erman Teicher Miller Zucker & Freedman PC Foley & Lardner LLP Frank Gorman Gail Perry Garan Lucow Miller PC Garan Lucow Miller PC Ge Capital GE Polymerland George E Schulman Gold Lange & Majoros PC Gold Lange & Majoros PC Hal Novikoff Handwork & Kerscher LLP Heather Sullivan Hewlett Packard Co Hewlett Packard Co Hunton & Williams LLP Hyman Lippitt PC InterChez Logistics Systems Inc International Union UAW Jacob & Weingarten PC Jaffe Raitt Heuer & Weiss PC Jaffe Raitt Heuer & Weiss PC James A Plemmons James C Edwards Jenner & Block LLP Jim Clough Joe LaFleur Joe Saad John A Harris

CREDITOR NOTICE NAME Stuart Komrower & Mark Politan Catherine Barron Esq Steven M Wachstein Esq Joseph L Meadows Mark D Plevin K Kinsey

Kim R Kolb Esq

George E Shulman

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

EMAIL skomrower@coleschotz.com mpolitan@coleschotz.com cathy.barron@constellation.com wachstein@coollaw.com jmeadows@crowell.com mplevin@crowell.com kkinsey@cmda-law.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com krk4@dcx.com dsaltz@ford.com danielle.kemp@lw.com ges@dgdk.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com dcroberts@coxinet.net dcopley@dickinsonwright.com mchammer2@dickinsonwright.com sfreedman@dilworthlaw.com klmaxwell@dow.com LHSjoberg@dow.com bisignani@duanemorris.com bruce.d.tobiansky@usa.dupont.com abollas@dworkenlaw.com pschmidt@dykema.com eerman@ermanteicher.com mdharper@eastmansmith.com bmeginnes@emrslaw.com jnair@emrslaw.com sapel@elwd.com ecasey@stblaw.com jteicher@ermanteicher.com jo'neill@foley.com fgorman@honigman.com perry.gail@pbgc.com kblair@garanlucow.com rvozza@garanlucow.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com emajoros@glmpc.com sgold@glmpc.com dlehl@glmpc.com HSNovikoff@wlrk.com kerscher@aol.com hsullivan@unumprovident.com anne.kennelly@hp.com ken.higman@hp.com jburns@hunton.com bokeefe@hymanlippitt.com mchesnes@interchez.com nganatra@uaw.net rob@jacobweingarten.com aschehr@jaffelaw.com lrochkind@jaffelaw.com jplemmons@dickinson-wright.com jamesedwardslaw@peoplepc.com ppossinger@jenner.com jrc8@daimlerchrysler.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com

Julie Teicher & Dianna Ruhlandt Judy A Oneill Esq

Kellie M Blair Esq Robert Vozza Esq Val Venable Elias T Majoros Stuart A Gold & Donna J Lehl Jeffrey M Kerscher Anne Marie Kennelly Ken Higman John D Burns Brian D Okeefe Mark Chesnes Niraj R Ganatra Robert K Siegel Alicia S Schehr Louis P Rochkind

Paul V Possinger & Peter A Siddiqui

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

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CREDITOR NAME 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

James S Carr Denver Edwards

EMAIL 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 kll2@krwlaw.com kim.stagg@nmm.nissan-usa.com Kimberly.Rodriguez@gt.com tah@kompc.com patrick.healy@lawdeb.com daniel.fisher@lawdeb.com stzouvelekas@lwtm.com lwalzer@angelogordon.com veronica.fennie@lfr.com dallas.bankruptcy@publicans.com houston_bankruptcy@publicans.com tim@litespeedpartners.com metkin@lowenstein.com ilevee@lowenstein.com vdagostino@lowenstein.com mcrosby@akingump.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com dhoopes@mayocrowe.com lrosenbloom@mwe.com dchristian@mwe.com jdejonker@mwe.com JRG@msblaw.com palucey@michaelbest.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov dmgbeachlaw@hawaii.rr.com Michael.Orourke@colaik.com mike.paslay@wallerlaw.com pborenstein@milesstockbridge.com fusco@millercanfield.com brucemiller@millercohen.com sarbt@millerjohnson.com tdunn@mindengross.com info@electionsquebec.qc.ca mied@dor.mo.gov jmorganroth@morganrothlaw.com maire@st-zotique.com rrios@munsch.com jbruinsma@mnds-pllc.com kschneider@niccausa.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com pbaylor@nutter.com rcolasuonno@orlaw.com ssoll@oshr.com phoffman@bofasecurities.com

Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq Kerr Russell & Weber PLC Kevin L Larin & James E DeLine Kim Stagg Kimberly Davis Rodriguez Paul Magy Terrance Hiller Jr & Matthew Kupelian Ormond & Magy PC Thompson Law Debenture Trust Company of New York Patrick Healy & Daniel Fisher Leatherwood Walker Todd & Mann PC Seann Gray Tzouvelekas Leigh Walzer Levine Fricke Inc Linebarger Goggan Blair & Sampson LLP Linebarger Goggan Blair & Sampson LLP Litespeed Partners Lowenstein Sandler PC Lowenstein Sandler PC M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Mayo Crowe LLC Elizabeth Weller John P Dillman Timothy Chen Michael S Etkin & Ira M Levee Vincent A DAgostino Esq

David S Hoopes

McDermott Will & Emery LLP McShane & Bowie PLC Michael Best & Friedrich LLP Michael R Paslay Michael Stamer Michigan Department Of Treasury Mighty Enterprises Inc Mike O'Rourke Mike Paslay Miles & Stockbridge PC Miller Canfield Paddock & Stone PLC Miller Cohen Miller Johnson Minden Gross LLP Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Morganroth & Morganroth PLLC Municipalite Du Village De Munsch Hardt Kopf & Harr PC Myers Nelson Dillon & Shierk PLLC NICCA USA Inc Nick Shah Nina Rosete Nutter McClennen & Fish LLP O Reilly Rancilio PC

Lewis Rosenbloom John R Grant Paul A Lucey

David M Gurewitz

Patricia A Borenstein Esq Timothy A Fusco Esq Bruce A Miller Thomas P Sarb & Robert D Wolford Timothy Dunn 15663507 Jeffrey Morganroth Lacolle Randall A Rios James R Bruinsma Karen Schneider

Peter Nils Baylor Esq Ralph Colasuonno & Craig S Schoenherr Sr

Otterbourg Steindler Houston & Rosen PC Steven B Soll Esq Paul Hoffman

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

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CREDITOR NAME Pear Sperling Eggan & Daniels PC Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Pepe & Hazard LLP Pepper Hamilton LLP Pepper Hamilton LLP Pepper Hamilton LLP Peter Schmidt Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pitts Hay & Hugenschmidt PA Plunkett & Cooney PC Quadrangle Group LLC Quadrangle Group LLC R Aurand R J Sidman Ralph E McDowell Ravich Meyer Kirkman McGrath & Nauman PA Ray C Schrock Rex D Rainach Rhoades McKee Rick Feinstein Ricoh Canada Inc Riker Danzig Scherer Hyland & Perretti LLP RLI Insurance Company Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle SC DHEC Sean P Corcoran Seiller Waterman LLC Seyburn Kahn Ginn Bess & Serlin PC Sheehan Phinney Bass & Green PA Sheryl Toby Shumaker Loop & Kendrick LLP Sidley Austin Brown & Wood LLP Sills Cummis Epstein & Gross PC Spengler Nathanson PLL St Paul Travelers Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME Kevin N Summers Sara Eagle & Gail Perry Sara Eagle & Gail Perry Charles J Filardi Jr Francis J Lawall & Bonnie MacDougal Kistler J Gregg Miller & Linda J Casey Kenneth H Zucker

Tricia Sommers Craig A Barbarosh Patrick J Potter Esq Rick Antonoff Esq Lara Sheikh Esq Josh J May Esq William B Freeman Esq Robert P Pitts Esq Douglas C Bernstein Andrew Herenstein Patrick Bartels

EMAIL ksummers@psedlaw.com eagle.sara@pbgc.gov efile@pbgc.gov cfilardi@pepehazard.com lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com triciawinkle@hotmail.com craig.barbarosh@pillsburylaw.com patrick.potter@pillsburylaw.com rick.antonoff@pillsburylaw.com bill.freeman@pillsburylaw.com pittsrm@charter.net dbernstein@plunkettcooney.com andrew.herenstein@quadranglegroup.com patrick.bartels@quadranglegroup.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante Steven A Siman PC

mfmcgrath@ravichmeyer.com rschrock@kirkland.com A Professional Law Corporation rainach@msn.com Dan E Bylenga Jr dbylenga@rhoadesmckee.com rick.feinstein@ubs.com legal@ricoh.ca Dennis J OGrady Joseph L Schwartz & Curtis M jschwartz@riker.com Plaza cplaza@riker.com Roy Die Roy_Die@rlicorp.com rdiehl@bodmanllp.com rweiss@honigman.com Collector Of Revenue leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com whitehme@dhec.sc.gov Evander Whitehead chandlls@dhec.sc.gov sean.p.corcoran@delphi.com Richard M Rubenstein rubenstein@derbycitylaw.com Leslie Stein lstein@seyburn.com Bruce Harwood bharwood@sheehan.com stoby@dykema.com David H Conaway dconaway@slk-law.com bguzina@sidley.com Bojan Guzina & Brian J Lohan blohan@sidley.com asherman@sillscummis.com Andrew H Sherman & Boris I Mankovetskiy bmankovetskiy@sillscummis.com Michael W Bragg Esq MBragg@SpenglerNathanson.com Vatana Rose vrosa@stp.com PA Powers PAPowers@co.stark.oh.us Michigan Dept Of Environmental Quality Environmental Assistance Div deq-ead-env-assist@michigan.gov Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office treasReg@michigan.gov Michigan Unemployment Insurance Agency shuttkimberlyj@michigan.gov US Trustee steve.e.spence@usdoj.gov laplante@millercanfield.com Steven A Siman sas@simanlaw.net

Michael F McGrath Esq

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CREDITOR NAME Stevens & Lee PC

Stradley Ronon Stevens & Young LLP T Pryce Tax Administrator Textron Inc The Bank of New York Thomas Radom Treasurer Of State Tricia Sherick Troy R Taylor PLLC Tyco Capital Inc United Rentals Of Canada Inc United Steelworkers Varnum Riddering Schmidt & Howlett LLP Ville De Farnham Vinson & Elkins LLP Von Briesen & Roper SC Voridian Canada Company Warner Norcross & Judd LLP Warner Stevens LLP Wickes Manufacturing Co William C Andrews William G Diehl William J Byrne Willkie Farr & Gallagher LLP Wilmer Cutler Pickering Hale and Dorr LLP WL Ross & Co Womble Carlyle Sandridge & Rice PLLC Zeichner Ellman & Krause LLP

CREDITOR NOTICE NAME EMAIL Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com ppatterson@stradley.com mdorval@stradley.com jtrotter@stradley.com Paul Patterson Esq tpryce@ford.com Jim Cambio jcambio@tax.ri.gov afriedman@textron.com Gary S Bush gbush@bankofny.com radom@butzel.com Joseph T. Deters treasurer@tos.state.oh.us tsherick@honigman.com Troy Taylor troytaylor@comcast.net Frank.Chaffiotte@cit.com e-rental@ur.com David R Jury djury@usw.org Mary Kay Shaver Service de la Tresorerie John E West Randall Crocker & Rebecca Simoni Michael G Cruse Michael D Warner Esq co Stacy Fox of C&A mkshaver@varnumlaw.com msaintdenis@ville.farnham.qc.ca jwest@velaw.com rcrocker@vonbriesen.com blanderson@eastman.com mcruse@wnj.com mwarner@warnerstevens.com stacy.fox@colaik.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com alipkin@willkie.com rspigel@willkie.com andrew.goldman@wilmerhale.com pmachir@wlross.com RWhelehan@wcsr.com pjanovsky@zeklaw.com

Alan Lipkin & Roger Spigel Andrew N Goldman Esq Patrick Machir Rory D Whelehan Esq Peter Janovsky & Stuart Krause

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

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(no valid e-mail) CREDITOR NAME American General Finance Attorney General of MI Barclays Bank PLC Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Sterling Heights Clark Hill PLC Colbond Inc Contrarian Capital Management LLC Dayton Bag & Burlap Co El Paso Natural Gas Company Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kilpatrick & Associates PC Lake Erie Products Lambert Leser Isackson Cook & Giunta PC McLane Graf Raulerson & Middleton PA Meridian Magnesium Miller Canfield Paddock & Stone PLC Missouri Dept of Revenue Office of Finance of Los Angeles Office of the US Attorney Paul Weiss Rifkind Wharton & Garrison LLP Pension Benefit Guaranty Corporation Pine River Plastics Inc Plastech Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank Stark Reagan PC State Of Michigan Teknor Financial Corporation TG North America Third Avenue Trust Town Of Lincoln Finance Office UBS Investment Bank Unique Fabricating Inc Valiant Tool & Mold Inc Vericorr Packaging fka CorrFlex Packaging Viacom Inc CREDITOR NOTICE NAME Matthew H Rick Mr David Bullock Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities James P Bulhinger City Treasurer E Todd Sable Don Brown Seth Lax Jeff Rutter Michael J McGinnis Todd McCallum Law Dept Bill Weeks Richardo Kilpatrick Leonora Baughman Lilia Roman Susan M Cook Joseph A Foster Jose J Bartolomei Steven A Ginther Bankruptcy Auditor Julia Pidgeon Asst US Atty Stephen J Shimshak & Netanella T Zahavi Sara Eagle & Gail Perry Barb Krzywiecki Kelvin W Scott Esq Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Joseph A Ahern Linda King Bruce B Galletly Raymond Soucie W James Hall Rick Feinstein Tom Tekieke General Fax Adriana Avila JoAnn Haller FAX 217-356-5469 517-373-2060 212-412-1706 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 586-276-4077 313-965-8252 828-665-5005 203-629-1977 937-258-0029 713-420-5669 248-430-0134 281-588-4606 770-258-3901 248-377-0800 630-595-0336 989-894-2232 603-625-5650 517-663-2714 313-496-8452 573-751-7232 213-368-7076 313-226-3800 212-757-3990 202-326-4112 810-329-9388 313-792-2729 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 248-641-9921 517-241-8077 401-725-5160 248-280-2110 212-735-0003 401-333-3648 203-719-1090 248-853-8422 519-944-7748 586-939-4216 412-642-5614

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

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CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin

ADDRESS2

COUNTRY

Mike Keith Attn Matthew R Goldman Charlie Burrill Harry W Miller III 1900 E Ninth St PO Box 280240 70 W Madison St

CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Baker & Hostetler LLP Basf Corporation Beam Miller & Rogers PLLC Becker Ventures Bell Boyd & Lloyd Inc Bodman LLP

Jay Truty Robert J Diehl Jr

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 3200 National City Center 1609 Biddle Ave 709 Taylor St 5755 New King Ct 3 1st National Plaza Ste 3300 100 Renaissance Center 34th Fl

CITY Sidney New York Greenville Athens Cleveland Wyandotte Nashville Troy Chicago Detroit

STATE OH NY SC TN OH MI TN MI IL MI

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Ms Amy Evans Thomas B Radom Attn Receiver General International Tax Service

Canada Canada

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Income Tax Division Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle

Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 104 3rd St NW PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave

One North Field Ct Lake Forest Bloomfield Hills Sudbury Ottawa Plymouth Barberton Canton Dover Dover Evart Fullerton Havre De Grace

IL MI ON ON MI OH OH NH NH MI CA MD

60045 48304 P3A 5C2 K1A 1B1 48170-4394 44203 44711-9951 03820 03820-0818 49631 92632 21078

City of Kalamazoo City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp Legal Dept Columbia Center 10th Fl 321 Settlers Rd 4500 Dorr St 885 Third Ave Ste 3300 7000 N Green Bay Ave Kellie Schone Jayson Macyda DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 4611 North 32nd St 1084 Doris Rd

Carolyn Rutland PhD Dept Of Building And Safety City Attorneys Office Tax Department Water Department

Port Huron Police Department Barbara J Walker Stacy Fox

Public Svc Dept Env Svc Div 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 26553 Evergreen Rd

MI CA AZ NC MI MI MI MO MI NY MI MI OH New York Milwaukee 5445 Corporate Dr Ste 170 Troy 1007 N Market St Wilmington Detroit PO Box 10032 Toledo Milwaukee Auburn Hills NY WI MI DE MI OH WI MI

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

Corning Inc

Nancy Holtby Esq

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

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

1415 N Harrison St Kalamazoo File 54563 Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Ste 900 Southfield Riverfront Plaza HQ E2 10 Corning 101 W Big Beaver Rd Troy PO Box 1767 Holland PO Box 1000 Toledo

Morgan Blackwell Dennis P Reis

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

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

William Stiefel

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

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CREDITOR NAME Freudenberg Nok Inc

CREDITOR NOTICE NAME

ADDRESS1 47690 E Anchor Ct

ADDRESS2

CITY Plymouth

STATE MI

ZIP 48170

COUNTRY

Director's Office for Taxpayer Services Division

Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Motors Corp Gill Industries Inc Harford County Revenue Heritage Environmental Svcs Inc Hicks Casey & Foster PC PO Box 300 Attn Lease Administration TN 37203

Linda L Bentley Charles E Scholfield

Mr Ken Price Samuel D Hicks Esq

PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 300 Renaissance Center 5271 Plainfield Ave NE 220 South Main St 7901 W Morris St 136 N Fairground St Ste 100

Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Detroit Grand Rapids Bel Air Indianapolis Marietta

GA NC GA PA PA NC MI MI MD IN GA

30348-5499 28289-0691 30374 15264-0387 15264 28260 48243 49525 21014 46231 30060

Highwoods Forsyth Lp

co Highwoods Properties Llc

co Highwoods Properties Llc co Rudolph libbe Properties

Michael L Cioffi of the City of Montgomery

Canada

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

SBSE Insolvency Unit

Tim Gorman

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

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

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

Howard S Sher

Jacob & Weingarten PC James R Temple Janesville Products Keith Milligan

Laura Kelly

777 Somerset Pl 108 W Scott St 2700 Patterson Ave 3745 C Us Hwy 80 W

MI MI MI AL

48084 48837 49546 36870

Janis N Acosta Esq

Lear Corp Lear Corp Manpower Meridian Park

C Garland Waller

World Headquarters 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr

3322 West End Ave Ste 600 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Cincinnati Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston 2301 W Big Beaver Rd Troy Grand Ledge Grand Rapids Phenix 21557 Telegraph Rd Southfield Southfield Farmington Hills Greenville

MI MI MI NC

48034 48034 48334 27834

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

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

Canada Canada

co Beer Wells Real Estate Alexander G Nossiff Donald F Slavin

3030 W Grand Blvd Ste 10 200 10 Light St 3800 Marly PO Box 117 PO Box 3449 24 Chestnut St 1200 N Telegraph Rd Asst District Attorney 800 Park Ave 4th Fl 33587 Walker Rd 320 Robert S Kerr Rm 307

Detroit Baltimore Ste Foy Port Hope Longview Dover Pontiac Oklahoma City Utica Avon Lake

MI MD QC ON TX NH MI OK NY OH

48202 21202-1487 G1X 4A5 L1A 3V9 75606 03820 48341 73102 13501 44012

Oklahoma County Treasurer Oneida County SCU PolyOne Corp

Gretchen Crawford County Office Building Woody Ban

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CREDITOR NAME Prestige Property Tax Special Princeton Properties 10,000 Midatlantic Dr PO Box 6529

CREDITOR NOTICE NAME

ADDRESS1 1025 King St East 678 Princeton Blvd

ADDRESS2

CITY Cambridge Lowell

STATE ON MA

ZIP N3H 3P5 01851

COUNTRY Canada

QAD Inc Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp Receivable Management Services PO Box 5126

Jason Pickering

Phyllis A Hayes

Legal Dept Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk 9690 Deereco Rd Ste 200

Mt Laurel New York New York Tyngsboro Timonium

NJ NY NY MA MD

08054 10249 10020-1605 01879-2710 21093

Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada S Group Automotive LLC Securities and Exchange Commission Securities and Exchange Commission 875 Heron Rd

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St Ottawa Technology Centre 37788 Chase Court Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900

Ottawa Ottawa Dorval Belleville Ottawa Livonia Chicago Chicago

ON ON QC ON ON MI IL IL

K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 K1A 9Z9 48150 60604 60604

Canada Canada Canada Canada Canada

Brian Green Peter Pantaleo Erin Casey & Alice Eaton

Shapero & Green LLC Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan PO Box 30744

Dept Of Commerce & Nat Res Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex

Signature Square II Ste 220 425 Lexington Ave Department Of Revenue PO Box 30004 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St

25101 Chagrin Blvd Cleveland New York 50 N Ripley St Montgomery Lansing Lansing Detroit Lansing Lansing

OH NY AL MI MI MI MI MI

44122 10017-3954 36104 48909 48909 48277-0833 48909 48918-0001

Jennifer Nelles US Trustee

First Plaza County Of Fresno

PO Box 2228

Canada 425 5th Ave N

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

Canada PO Box 67

Michael F Geiger Esq

Farmville Downtown Partnership

PO Box 100

Canada

State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd Teleflex Inc Tennessee Department of Revenue The Corporation Of The Town The Goodyear Tire & Rubber Co The Town Of Pageland Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Farmville Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit Unifi Inc Uniform Color Co

Fsia Inc

Randy Lueth

Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 155 S Limerick Rd Cordell Hall 130 Oxford St 2nd Fl 1144 E Market St 126 North Pearl St 8155 TB Blvd 1306 E Triumph Dr 356 Main St 3802 S Main 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 7201 W Friendly Ave 942 Brooks Ave

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

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

48909-8244 48226 48075 28602 937151192 K8V 5R1 19468 37247 N5C 2V5 44316-0001 29728 38125 61802 03835 27828-1621 K7G 2T6 28762 29728 27371 48083 48232 27410-6237 49423

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

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CREDITOR NOTICE NAME 211 W Fort St Ste 2001 3000 University Dr 12341 E 9 Mile Rd 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner One Village Center Dr MI 48111 MI MI MI CT OH IL 48226 48326-2356 48089 06830 44633 61866

ADDRESS1

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CREDITOR NAME United States Attorney for the Eastern District of Michigan Valeo Inc Vari Form Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul Detroit Auburn Hills Warren Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township

Attn Civil Division Jerry Dittrich Terry Nardone Blue Point Capital Bpv Lowell LLC

Visteon Climate Control

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

co Lincoln Harris Llc Hal Novikoff

Frank Remesch Steven Susser P52940

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200 2559 Songbird Dr 26200 American Dr Ste 305

Charlotte New York Bingham Farms Troy Southfield

NC NY MI MI MI

28262-2337 10019 48025 48085 48034

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

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