UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

) ) COLLINS & AIKMAN CORPORATION, et al., ) ) Debtors. ) ) ---------------------------------------------------------------)

In re:

Case No. 05-55927 (SWR) Chapter 11 Honorable Steven W. Rhodes (Jointly Administered)

ORDER GRANTING GENERAL MOTORS CORPORATIONS AMENDED MOTION FOR CONTINGENT RELIEF FROM AUTOMATIC STAY This matter having come on to be considered upon the Amended Motion of General Motors Corporation (GM) for Contingent Relief from Automatic Stay (the Motion), the parties having consented to the relief granted herein, no further notice or hearing being necessary, capitalized terms not defined herein having the meanings as defined in the Motion, and the Court being fully advised in the premises; IT IS HEREBY ORDERED THAT: 1. The Non-Debtor Bailed Tooling shall be subject to the provisions of this

Order to the same extent as all other Relevant Tooling. 2. For purposes of the relief granted herein, Relevant Tooling shall only

include Tooling related to the Relevant Programs, which includes the Non-Debtor Bailed Tooling related to the (1) GMX231 (Monte Carlo) Carpet; and (2) GMX231 (Monte Carlo) Trunk Trim programs; provided, however, that in no event shall Relevant Tooling include any of the following:

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A.

Injection Tooling, including (1) Center Point Lifts; (2) Swivel Eye Bolts; (3) H20 Manifolds; (4) External Ejector Guards; and (5) Qmc Plates;

B.

Secondary Tooling, including (1) Carrier/Frame Work; (2) Electrical Components or controllers; and (3) External safety mechanisms (fences, light curtains, or safety mats);

C.

Nickel Shell Tooling, including (1) Mold Box; (2) Powder Tub Holder; (3) Bundle Holder; and (4) Top Plates; and

D.

Foam Tooling, including (1) Carrier/Frame Work; (2) Electrical Components or controllers; and (3) External Safety Mechanisms (Fences, Light Curtains or Safety Mats).

3.

Subject to the express condition precedent of GM making payment in full

to the Debtors within two (2) business days after the entry of this Order of (i) the amount of $217,019.64 in outstanding and unpaid accounts receivable owed to one or more of the Debtors for the Relevant Tooling as of October 24, 2006, and (ii) the amount of $277,658.58 in outstanding and unpaid pre-petition accounts receivable owed to one or more of the Debtors for Component Parts manufactured through the use of the Relevant Tooling, the automatic stay imposed by 11 U.S.C. 362 shall be deemed lifted, without further order of the Court, to permit GM to enforce its non-bankruptcy rights and remedies as to the Relevant Tooling under the following circumstances: A. Upon the conversion of Debtors cases to chapter 7 of the Bankruptcy Code; or

B.

Upon Debtors causing an imminent material interruption of any of GMs vehicle assembly operations at facilities that utilize Component Parts manufactured through the use of any of the Relevant Tooling, provided that, in such event, relief from the stay shall be limited to the Relevant Tooling related to the imminent interruption. No imminent interruption shall be deemed to have been caused by Debtors if the imminent interruption results from GMs failure to provide surcharge funding during the month of November, 2006. If an Accommodation Agreement is

approved by this Court, the conditions for lifting the automatic stay in this Order shall be superseded by any provisions of the Accommodation Agreement that expressly supersede the provisions of this Order. Subject to GMs making the payments provided for in this paragraph, GM has paid Debtors in full for the Relevant Tooling, and GM holds all right, title, and interest in the Relevant Tooling, subject to the lien rights of Tri-Way Mold & Engineering (Tri-Way) and Hallmark Tools, if any, and Debtors rights of possession and use as GMs bailee at will. 4. No further action by this Court will be necessary to effectuate the relief

from the automatic stay as provided for in this Order; provided, however, that GM shall take no action in furtherance of the relief granted herein without first providing the Debtors, Debtors co-counsel in their Chapter 11 cases, counsel for Tri-Way, and counsel for Hallmark Tools with one (1) business days prior written notice thereof. Electronic mail shall constitute written notice upon sending. Should the Debtors receive such written notice and dispute the existence of a basis for GM to act based upon this Order,

the Debtors shall be entitled to seek an emergency hearing before this Court on such issue and for the purpose of seeking appropriate injunctive relief to prevent enforcement action by GM. The Court shall retain jurisdiction to hear and resolve any such disputes in furtherance of this Order. 5. This Order is entered as a final order, and the ten-day stay under

Bankruptcy Rule 4001(a)(3) shall not apply.

Deleted: DETROIT.2358605.7

Signed on November 17, 2006 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes Chief Bankruptcy Judge

Formatted: Tabs: 3", Centered

Formatted: Tabs: 3", Centered