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 AUTHORIZING AND APPROVING THE DEBTORS ENTRY INTO NEW INSURANCE PREMIUM FINANCING AGREEMENTS WITH CANANWILL AND OTHER PREMIUM FINANCIERS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for an order authorizing and approving the Debtors entry into the New Insurance Premium Financing Agreements with Cananwill and other premium financiers

[Docket No. 3809]; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction
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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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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 this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Motion and the opportunity for a hearing on this Motion was appropriate under the particular circumstances and that no other or further notice need by given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Motion is granted in its entirety. The Debtors may enter into and perform under the New Financing

Agreements, substantially in the form attached to the Motion as Exhibit C. 3. The provisions of this Order, including those set forth in paragraphs 4

through 17 shall apply, and are approved, with respect to any Future Financing Agreements (including the New Financing Agreement) with any Insurance Premium Financier (including Cananwill). 4. The Debtors may enter into and perform under any Future Financing

Agreements with any Insurance Premium Financier. 5. Each Insurance Premium Financier is granted a first priority security

interest in any gross unearned premiums payable to the Debtors pursuant to the Debtors insurance policies financed under the relevant Future Financing Agreements (the Collateral). Such security interest shall be senior to any prepetition and postpetition security interest in the Collateral and senior to any future security interest in the Collateral. The Debtors shall not grant any lien or security interest in the Collateral that is or may be senior to or pari passu with the security interest of the Insurance Premium Financier in the Collateral.

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6.

In the event that the Debtors default in the timely repayment of any

monies due to the Insurance Premium Financier under the terms of the Future Financing Agreements, the automatic stay provisions of section 362 of the Bankruptcy Code shall be immediately lifted and such Insurance Premium Financier may cancel the Debtors insurance policies financed under the relevant Future Financing Agreements after giving any notice required by applicable state law, and the Insurance Premium Financier may apply any unearned premiums payable to the Debtors upon cancellation of the Debtors insurance policies to any amount owing by the Debtors to the Insurance Premium Financier on account of the Future Financing Agreements, all without further application to or order of the Court. 7. In the event that upon cancellation of the insurance policies financed by an

Insurance Premium Financier, the unearned or returned premiums are insufficient to pay Debtors total amount due to the Insurance Premium Financier under the Future Financing Agreements, then any remaining amount owing to the Insurance Premium Financier on account of the Future Financing Agreements shall be administrative expenses under section 503 of the Bankruptcy Code. 8. The Debtors are authorized and directed to execute and deliver such

documents and amendments to the Future Financing Agreements as the Debtors may deem necessary or desirable to carry out this Order. 9. The reversal or modification on appeal of the authorization under this

Order and section 364 of the Bankruptcy Code shall not effect the validity of the debt, priority or lien granted to an Insurance Premium Financier under this Order, as provided by section 364(e) of the Bankruptcy Code.

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10.

Upon occurrence of a default by the Debtors under the terms and

conditions of the Future Financing Agreements and applicable law, no action shall be taken to hinder, impede or delay exercise by an Insurance Premium Financier of its rights and remedies under the Future Financing Agreements and applicable law, including but not limited to an action under the Bankruptcy Code or otherwise to enjoin exercise by an Insurance Premium Financier of such rights. 11. This Order shall be binding on the Debtors and their estates, and all

successors and assigns of the Debtors and their estates, including, but not limited to, any trustee appointed in the Debtors bankruptcy case under chapter 7 or chapter 11 of the Bankruptcy Code. 12. Each Insurance Premium Financiers rights under the Future Financing

Agreements and applicable state law shall not be impaired by this bankruptcy proceeding, the appointment of a trustee or the conversion of this proceeding to one under chapter 7 of the Bankruptcy Code or any other provisions of the Bankruptcy Code. 13. The Debtors are authorized and directed to execute and deliver such

documents and amendments to the Future Financing Agreements as the Debtors may deem necessary or desirable to carry out this Order. 14. For the avoidance of doubt, Cananwill is an Insurance Premium Financier

with respect to the New Financing Agreements (which is a Future Financing Agreement) as such terms are used in this Order. 15. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 16. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Motion.

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The Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Signed on January 05, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes 1. Chief Bankruptcy Judge

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