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

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

ORDER APPROVING ASSUMPTION AND ASSIGNMENT OF THE OWOSSO LEASE Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order approving assumption and assignment of the Owosso Lease [Docket No. 4020]; it appearing that the relief requested is in the best interest of the Debtors estates; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of the Motion and the
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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opportunity for a hearing on the Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED 1. 2. The Motion is granted as set forth herein. The Debtors assumption of the Owosso Lease, which lease was attached as

Exhibit A to the Notice of Filing of (A) the Lease Agreement Between One If By Land LLC and Owosso Thermal Forming, LLC and (B) Form of Irrevocable Letter of Credit to Be Posted to One If By Land LLC Docket No. [4229], is approved and the assignment of the Owosso Lease to S-Group is approved conditioned on: (a) the closing of the Owosso Purchase Agreement; and (b) satisfaction of the conditions set forth in paragraph 4 of this Order. 3. No later than five business days after the assumption of the Owosso Lease, the

Debtors shall pay $30,000.00 to One If By Land, LLC (the Lessor), which payment satisfies in full any and all obligations to cure any existing default under the Owosso Lease, including without limitation, any unpaid rent, legal fees of the Lessor and damage to the Premises (as defined in the Owosso Lease). 4. The assignment of the Owosso Lease to S-Group shall be conditioned on S-Group

posting or providing the following: (a) S-Group shall post an irrevocable letter of credit from Hometown Bank to

the Lessor of an amount equal to the Base Rent and the Real Estate Taxes (each as defined in the Owosso Lease) through February 28, 2009 (the Letter of Credit, in substantially the form of Exhibit B to the Notice of Filing of (A) the Lease Agreement Between One If By Land LLC and Owosso Thermal Forming, LLC and (B) Form of Irrevocable Letter of Credit to Be Posted to One If By Land LLC Docket No. [4229]).

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The Letter of Credit shall be adjusted downward quarterly based on the amount of Base Rent and Real Estate Taxes paid by S-Group to the Lessor or Mortgagee (as defined in the Owosso Lease). The Letter of Credit may be drawn if S-Group defaults under Section 13a of the Owosso Lease for the amount of such default. (b) S-Group shall provide the Lessor with a security deposit in the amount of

one month of the current Base Rent. (c) S-Group shall provide the Lessor with evidence of insurance as required

by Section 8 of the Owosso Lease. 5. S-Group agrees to abide by the terms of the Owosso Lease, including, without

limitation, with respect to provisions for insurance, taxes and maintenance and repair in accordance with the Owosso Lease. S-Group agrees to make direct payment of rent to Lessors mortgage holder at: LaSalle Bank Midwest, William H. Byrne, 2600 W. Big Beaver,

MC: M0900-330, Troy, MI 48084; and with a copy of all payments to Lessors counsel at the Law Office of Troy R. Taylor PLLC, 126 N. Center St., Ste. C, Northville, MI 48167. 6. The Debtors and S-Group acknowledge that the sale of the assets under the

Owosso Purchase Agreement do not include the sale of any assets that are not owned by the Debtors, including, without limitation, the following items set forth as Acquired Assets on Exhibit A to the Owosso Purchase Agreement: (a) the 15 Ton Bridge Crane; (b) the 30 Ton Bridge Crane; (c) the Comp Air 6000 Air Compressor (including the Great Lakes Air Dryer); and (d) the Ingersoll Rand Air Compressor (including the Ingersoll Rand Air Dryer) (collectively, the Lessors Assets). Further, the Debtors and S-Group acknowledge and agree that the Lessors Assets are not the property of the Debtors or S-Group.

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7.

The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 8. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 9. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

.

Signed on March 05, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes 10. Chief Bankruptcy Judge 11.

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