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

STIPULATION BY AND BETWEEN THE DEBTORS AND MID AMERICA II, LLC RESOLVING 365(d)(4) MOTION [DOCKET NO. 1932] AND REJECTION MOTION [DOCKET NO. 2012] AND OBJECTIONS THERETO [DOCKET NOS. 1980 AND 2064] This Stipulation regarding (i) the Debtors Second Motion for Order Extending the Period Within Which the Debtors Must Assume or Reject Unexpired Leases of Nonresidential Real Property [Docket No. 1932] (the 365(d)(4) Motion), (ii) the Debtors Motion for Entry of an Order Authorizing Debtors to Reject Certain Unexpired Leases [Docket No. 2012] (the Rejection Motion, and together with the 365(d)(4) Motion, the Motions) and (iii) the objections [Docket Nos. 1980 and 2064] filed by Mid America II, LLC (Mid America) thereto

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.

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is made as of March 16, 2006, by and between the above-captioned debtors (collectively, the Debtors) and Mid America. WHEREAS, on May 17, 2005 (the Petition Date), the Debtors filed petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court); and WHEREAS, on December 21, 2005, the Debtors filed the 365(d)(4) Motion, seeking an extension of the time period within which to assume or reject unexpired leases of nonresidential real property; and WHEREAS, on December 30, 2005, Mid America filed an objection to the 365(d)(4) Motion [Docket No. 1980] (the 365(d)(4) Objection); and WHEREAS, on January 5, 2006, the Debtors filed the Rejection Motion, seeking to reject, among other leases, a certain lease (the Mid America Lease) with Mid America regarding the premises located at Mid America Business Park, Building Two, 8121 Mid America Blvd., Oklahoma City, OK (the Mid America Premises); and WHEREAS, on January 17, 2006, Mid America filed an objection to the Rejection Motion [Docket No. 2064] (the Rejection Objection, and together with the 365(d)(4) Objection, the Objections). NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby stipulated and agreed to by and between the parties as follows: 1. Stipulation. The Objections are hereby resolved in their entirety pursuant to the terms of this

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2.

The time period within which the Debtors must assume or reject the Mid America

Lease is extended through and including July 15, 2006. 3. Subject to paragraph 4 of this Stipulation, the Mid America Lease is rejected

pursuant to section 365 of the Bankruptcy Code effective as of July 15, 2006; provided that if the Debtors surrender the Mid America Premises sooner than such date and give Mid America 10 days prior written notice of such surrender, the Mid America Lease shall be rejected effective as of the expiration of the 10-day notice (the Rejection Date). 4. Prior to the Rejection Date, the Debtors shall complete the following tasks: (a) with respect to the generator located at the east end of the Mid America Premises (the Generator): (i) (ii) (iii) (iv) (b) remove the Generator; knock down the shed enclosing the Generator; remove the concrete slab on which the Generator sits and plant grass in its place; and remove the control panel for the Generator and cap off the related wiring per code;

with respect to the compressor located at the east end of the Mid America Premises (the Compressor): (i) (ii) remove the Compressor; pay Mid America $3,000.00 in full satisfaction for the cost of removing the structure in which the Compressor is located (the Structure); leave the main header for the Compressor in place; remove the hoses that drop from the main header for the Compressor; and leave the junction box for the Compressor in place and cap off the related wiring per code;

(iii) (iv) (v) (c)

with respect to the air condition unit located at the south end of the Mid America Premises (the A/C Unit): (i) (ii) remove the A/C Unit; remove the main duct for the A/C Unit; and 3

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(iii) 5.

repair the hole in the wall where the main duct for the A/C Unit enters the building.

The Debtors do not waive any claims that they have or may have against

Mid America and Mid America does not waive any claims that it has or may have against the Debtors, in each case whether or not such claims are related to the rejection of the Mid America Lease; provided that upon receipt by Mid America of the $3,000.00 payment pursuant to paragraph 4(b)(ii) of this Stipulation, Mid America shall waive any claim it has or may have against the Debtors with respect to the Structure. 6. The Debtors shall continue to pay rent and all other obligations due under the

Mid America Lease pursuant to the terms of the Mid America Lease through and including the Rejection Date. 7. The Bankruptcy Court shall retain jurisdiction (and the Debtors and Mid America

consent to such retention of jurisdiction) to resolve any disputes or controversies arising from or related to this Stipulation. Any request for relief brought before the Bankruptcy Court to resolve a dispute arising from or related to this Stipulation shall be brought on proper notice and in accordance with relevant Federal Rules of Bankruptcy Procedure and Local Rules for the Bankruptcy Court of the Eastern District of Michigan. 8. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 9. This Stipulation shall not be modified, altered, amended or vacated without

written consent of all parties hereto. Any such modification, alteration, amendment or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court.

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The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon the entry of the order approving this Stipulation. [Remainder of page intentionally left blank]

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KIRKLAND & ELLIS LLP /s/ Marc J. Carmel 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

ERMAN, TEICHER, MILLER, ZUCKER & FREIDMAN, P.C. /s/ Julie Beth Teicher Julie Beth Teicher (P34300) 400 Galleria Officentre, Suite 444 Southfield, MI 48034 Telephone: (248) 827-4100 Counsel for Mid America II, LLC

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