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
Hearing Date (if necessary): January 5, 2006 at 2:00 p.m. Objection Deadline: December 30, 2005 at 4:00 p.m.

DEBTORS SECOND MOTION FOR AN ORDER EXTENDING THE DEBTORS EXCLUSIVITY PERIODS TO FILE A CHAPTER 11 PLAN AND TO SOLICIT VOTES THEREON The above-captioned debtors (collectively, the Debtors) hereby move the Court (the Motion) for the entry of an order, substantially in the form of Exhibit A, extending the Debtors exclusivity periods to file a chapter 11 plan and to solicit votes thereon. In support of this Motion, the Debtors respectfully state as follows:

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. 05-55991; 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. 05-55964; 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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Introduction In the three months since the Court granted the Debtors first motion for an extension of their exclusive rights to propose and file a reorganization plan (the Plan Proposal Period) and to solicit and obtain acceptances of such a plan (the Solicitation Period, and together with the Plan Proposal Period, the Exclusivity Periods), the Debtors have made substantial progress in the immense task of successfully reorganizing their companies. Nonetheless, more time is needed for the Debtors to build on these recent gains and achieve the shared goals of all the constituencies in these proceedings: maximizing the value of the estates and ensuring the exit of a healthy and reorganized enterprise. As explained to the Court on prior occasions, the Debtors have been pursuing a dualtrack process of undergoing an M&A process for the Debtors businesses (in whole or in part) while also developing a viable and consensual stand-alone plan of reorganization. In furtherance of both exit strategies, in the last three months the Debtors have successfully renegotiated their contracts with key customers (thus addressing the Debtors immediate cash flow issues) and are presently implementing their cost reduction plans, which include the shedding of unprofitable assets and operations. At the same time, the Debtors also are implementing key M&A processes and

undertaking planning and analyses that are necessary precursors to presenting a plan of reorganization. As described in greater detail below, the Debtors efforts have resulted in tangible benefits for the businesses and demonstrate marked progress toward a successful emergence from chapter 11. In sum, the Debtors respectfully assert there is sufficient cause for this Court to grant the Debtors request for a 110-day extension of the Exclusivity Periods to file a chapter 11 plan and to solicit votes thereon, which request is supported by the Official Committee of Unsecured Creditors, the agent and steering committee for the Debtors senior, secured prepetition lenders and the agent for the Debtors DIP lenders.

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Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 1121 of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. 5. On May 24, 2005, the United States Trustee appointed an official committee

of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. The Debtors and their non-debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur D Automobiles, Toyota SA and Volkswagen AG. 7. On September 12, 2005, the Court granted the Debtors Motion for an Order

Extending the Debtors Exclusivity Period to File a Chapter 11 Plan and to Solicit Votes Thereon (the First Extension Motion) and extended the Debtors Plan Proposal Period by 120 days from

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September 14, 2005 to January 12, 2006 and extended the Debtors Solicitation Period by 120 days from November 13, 2005 to March 13, 2006. Relief Requested 8. By this Motion, the Debtors request the entry of an order, pursuant to section

1121(d) of the Bankruptcy Code, further extending the Debtors Plan Proposal Period for approximately an additional 110 days from January 12, 2006 through and including May 1, 2006, and further extending the Debtors Solicitation Period for approximately an additional 110 days from March 13, 2006 through and including June 30, 2006, without prejudice to their rights to seek additional extensions thereof.2 Basis for Relief 9. The Bankruptcy Code provides that, following the commencement of a

chapter 11 case, a debtor has the exclusive right for 120 days to propose and file a reorganization plan and the exclusive right for 180 days to solicit and obtain acceptances of such a plan. 11 U.S.C. (b), (c)(3).3 10. If the Exclusivity Periods do not afford adequate time for a chapter 11 debtor

to propose a plan, a bankruptcy court may for cause grant a motion to extend them. Id. at 1121(d); see also In re Service Merchandise Co., Inc. et al., 256 B.R. 744, 751 (Bankr. M.D. Tenn. 2000) (citing In re All Seasons Indus., Inc., 121 B.R. 1002 (Bankr. N.D. Ind. 1990)). Indeed, Congress recognized that courts may need to extend the Exclusivity Periods depending on the circumstances of the case, and explicitly noted, [f]or example, if an unusually large company were to seek reorganization under chapter 11, the court would probably need to extend the time in
2 3

The Debtors will be prepared to present evidence at the hearing on this Motion in support of the relief they seek. In the interest of brevity, the Debtors will not restate here the full discussion at 10-17 of their First Extension Motion of the congressional purpose and policy underlying the exclusivity period and, instead, incorporate that information herein by reference.

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order to allow the debtor to reach an agreement. H.R. Rep. No. 595, 95th Cong., 1st Sess. 220 (1977) (hereinafter, House Report) (footnotes omitted)); see also In re Timbers of Inwood Forest Associates, Ltd., 808 F.2d 363 (5th Cir. 1987), affd, 484 U.S. 365 (1988). 11. The Bankruptcy Code does not define what constitutes cause justifying an

extension of the Exclusivity Periods, but the legislative history and case law emphasize that courts have the discretion to remain flexible in promoting the orderly, consensual and successful reorganization of a debtors affairs. House Report at 232; In re AMKO Plastics, Inc., 197 B.R. 74, 77 (Bankr. S.D. Ohio 1996) (stating the for cause standard in determining an exclusivity extension leave[s] the question to the reorganization court in the exercise of its discretion and to promote maximum flexibility to suit various types of reorganization proceedings); In re RCN Anlagenivestitionen Frodsgesellschaft II-Kommanditgessellschaft, 118 B.R. 460, 462 (W.D. Mich. 1990) (same). 12. Courts consider a number of factors to determine whether cause exists to

extend the Exclusivity Periods, any of which may provide sufficient grounds for doing so. E.g., AMKO, 197 B.R. at 77; In re Express One Intl, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996); In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 1987); In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 1983). Among the factors that courts analyze are: (a) the size and complexity of the chapter 11 case;4 (b) the debtors progress in the chapter 11 case;5 and (c) whether an extension of the Exclusivity Periods will harm the debtors creditors.6 Ultimately,

See, e.g., In re The Elder Beerman Stores Corp., 1997 U.S. Dist. LEXIS 23785, at *4 (S.D. Ohio 1997); In re Texaco, Inc., 76 B.R. 322, 326-27 (Bankr. S.D.N.Y. 1987). See, e.g., McLean, 87 B.R. at 834; Jasik v. Conrad (In re Jasik), 727 F.2d 1379, 1382 (5th Cir. 1984); AMKO, 197 B.R. at 77; Service Merchandise, 256 B.R. at 751. See, e.g., In re Grand Traverse Devp Co. Ltd. Partnership, 147 B.R. 418, 420 (Bankr. W.D. Mich. 1992); In re Gibson & Cushman, 101 B.R. 405, 409 (E.D.N.Y. 1989).

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the primary consideration should be whether or not [granting an extension] would facilitate moving the case forward. Dow Corning, 208 B.R. at 664-670 (analyzing eight factors which are mostly subsumed within the list above before concluding that the most important factor is the practical call of whether an extension would facilitate progress in the case). I. Sufficient Cause Exists To Grant The Debtors Requested Extension. 13. The Debtors situation presents a textbook case where an additional extension

of the Exclusivity Periods is both necessary and proper to permit the Debtors sufficient time to develop further strategic and financial alternatives and to negotiate a reorganization plan containing appropriate treatment of creditors. A. The Debtors Chapter 11 Cases Are Large And Complex. 14. Perhaps because Congress expressly noted that courts may need to extend

Exclusivity Periods for unusually large or complex cases, House Report at 232, this is the basis upon which courts most commonly grant extensions. See, e.g., Express One Intl, 194 B.R. at 100; Texaco, 76 B.R. at 326 (finding cause to extend exclusivity based on size of cases); In re Manville Forest Prods. Corp., 31 B.R. 991, 995 (S.D.N.Y. 1978) (same). 15. As the Debtors have described at greater length in prior pleadings,7 their

cases are undeniably large and complex. It is unnecessary to again restate all of the relevant statistics, but the following key points remain: the Debtors cases are among the largest filed in the United States this year and among the largest ever filed in this district; there are 38 debtor entities with domestic and foreign operations that generate approximately $2.5 billion in combined revenue8 and employ approximately 17,500 employees in North America; and

7 8

First Exclusivity Motion, at 18-23. Excluding the Debtors European operations.

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the Debtors operate 33 plants in the United States, with an additional 16 plants operated through North American non-Debtor affiliates. 16. In addition, the ongoing administrative proceedings of the Debtors

24 affiliates in ten European countries which themselves have approximately 2,300 employees and generate approximately $1 billion annually continue to have important implications for these chapter 11 cases. For instance, the Joint Administrators of the Debtors European affiliates

announced on November 28, 2005, that they had entered into a contract with a joint venture of WL Ross & Co. LLC, Franklin Mutual Advisors and Lear Corporation for the sale of 14 core European businesses. The Debtors are in ongoing discussions with the Joint Administrators

regarding the potential transfer or license of intellectual property in conjunction with the asset sale. Further, as the largest creditor and ultimate parent of the European entities, the Debtors are monitoring closely the value of their claims and are optimistic about the amounts they will be able to recover for the estates. In any event, the coordination and management of the concurrent proceedings in the United States and Europe illustrate that the Debtors cases are especially large and complex. 17. The Debtors respectfully submit that the size and complexity of these cases

alone constitute sufficient cause to grant the Debtors request to further extend the Exclusivity Periods. B. The Debtors Have Made Great Progress In These Chapter 11 Cases. 18. Again, when evaluating a debtors progress in their chapter 11 cases, the

primary consideration should be whether or not [granting an extension] would facilitate moving the case forward. Dow Corning, 208 B.R. at 664-670. Plainly the Debtors have made and are continuing to make substantial and rapid progress towards effectuating their rehabilitation and developing a consensual plan of reorganization, in conjunction with their secured lenders and the Committee. 7
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i. 19.

The Debtors Have Successfully Renegotiated Their Contracts With Key Customers. Vitally important to the Debtors efforts to maximize the value of the estates

was the Courts approval on October 14, 2005, of the Debtors renegotiated contracts with their six largest customers: DaimlerChrysler AG; Ford Motor Company; General Motors Corporation;

Honda Motor Company, Inc.; Nissan Motor Company Unlimited; and Toyota Motor North America, Inc. Also of great significance, five of the six renegotiated contracts were approved without objection, which the Debtors respectfully submit speaks favorably of the consensual and cooperative relationship they have fostered with their major constituencies in these proceedings. 20. As the Court is aware, the renegotiated contracts are a critical component to

ensuring the Debtors going-forward liquidity and preserving the Debtors long-term relationships with their customers. The contracts included the following revenue relief: price increases of $185.5 million; a one-time surcharge of $58.5 million; raw materials price indexing; an extension through the end of September 2006 of the customers commitment to five-day net payment terms of accounts receivables; and an extension of the customers commitment to fund capital expenditure, tooling and launch costs.

Furthermore, the renegotiated agreements also included valuable non-pricing relief in the form of: certain continued assurances by the customers not to resource programs away from the Debtors; and removal of the Debtors from the customers no-bid lists i.e., the Debtors are again eligible to seek and be awarded new business from their major customers. 21. As Mr. Boken testified, maximizing value for the creditors requires the

Debtors to be able to have a productive, ongoing relationship with their largest customers. The

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renegotiated contracts enable the Debtors to collect market-based competitive pricing for the sales of their products. ii. 22. The Debtors Are Presently Implementing Significant Operational Efficiencies. Moreover, as explained at greater length below, the gains achieved through

the renegotiated contracts facilitate the Debtors opportunity to pursue M&A transactions and to develop a stand-alone restructuring. At the same time, however, pricing relief is only one

component of restoring the Debtors solvency and long-term viability. Another major component and next step in the Debtors restructuring efforts is cost reduction. 23. To that end, the Debtors in coordination with their major creditor

constituencies have embarked on an ambitious program to reduce costs. As Mr. Macher and Mr. Boken have testified, a number of factors such as excess space and capacity in facilities, inefficiencies in manufacturing and scrap processes, above-market legacy labor costs from prior acquisitions collectively burden the Debtors with an unsustainably high fixed-cost structure. Accordingly, the Debtors already have begun implementing the following measures, among others, to substantially reduce their operating expenses. Development and Refinement of a Comprehensive Business Plan: The Debtors are close to completing a comprehensive business plan that, among other things, takes into account the strategic benefit of every part they produce, as well as how to enhance the profitability of all of the Debtors programs. Operational Efficiencies: The Debtors are reducing their manufacturing costs by taking such steps as insourcing and outsourcing various subprograms, reducing or recycling scrap materials and utilizing alternative techniques. Purchasing Initiatives: The Debtors have identified opportunities to obtain certain key materials from less expensive, qualified, alternate suppliers or by purchasing scrap materials for regrinding into useable product. Plant Consolidations: The Debtors are planning to rationalize their production footprint by the end of 2006. For example, the Debtors have already announced their plans to consolidate operations at several plants.

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Continuing to Build Management Team: In addition to procuring the valuable services of Mr. Macher and Mr. Boken, and as described in greater detail throughout this motion, the Debtors are continuing to assemble a talented group of senior executives who are experienced and knowledgeable in cost-reduction techniques. Equipment Leases: The Debtors are presently appraising their excess machinery to determine which equipment should be retained, and at what cost. Following the results of this appraisal, the Debtors intend to achieve significant savings by utilizing their options under the Bankruptcy Code to renegotiate, reject or recharacterize leases. Real Estate Leases: Similarly, the Debtors are reviewing their many real estate leases for additional opportunities to trim expenses through renegotiation or rejection. Corporate Overhead: Finally, the Debtors plan to reduce corporate overhead through headcount attrition and related initiatives. 24. Additionally, on January 1, 2006, changes announced and approved in

June 2004 to non-union retiree medical benefits are scheduled to become effective. These changes were made in accordance with the plans terms and will result in significant savings for these estates. 25. The Debtors estimate their cost-reduction measures will result in a significant

increase in cash flow by the end of 2006. Importantly, though, completing many of these reforms takes time. For example, because of commercial realities like industry-wide shutdown schedules and the need to transition programs between plants in an orderly fashion, the Debtors cannot simply shed assets and operations immediately. Ultimately, however, decreasing costs increases the value of the Debtors businesses and of the estates, and providing the Debtors adequate time to complete this stage of their restructuring efforts is in the best interests of all constituencies. iii. 26. The Debtors Are Pursuing Possible M&A Transaction(s). As the Court is aware, the Debtors are in the midst of soliciting and

evaluating bids to sell their businesses in whole or in part. The Debtors operations include four primary businesses: (a) Plastics (instrument panels, cockpits, etc.); (b) Carpet & Acoustics (floor

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systems, accessory mats, etc.); (c) Convertible Systems (soft-top convertible roofs); and (d) Fabrics (seat and headliner fabrics). As previously noted, the Debtors are utilizing the marketing process to help evaluate all of their options for emergence from chapter 11, and the process does not necessarily represent a commitment by the Debtors to sell all or any portion of their businesses. 27. As a general matter, the Debtors and their professionals have marketed their

businesses through multi-stage processes. The Debtors and their restructuring advisers first prepare an offering book/information memorandum and then contact a predetermined set of potentially interested parties. At the end of this first stage, parties are expected to evidence their interest by submitting non-binding indications of interest. The Debtors and their restructuring advisers then

select qualified parties to advance to the next stage, involving comprehensive due diligence through management presentations, site visits and access to a data room. At the end of this stage, interested parties are expected to provide firm, written offers which often include marked up purchase agreements. Depending on the level of interest and other factors, the Debtors, of course, retain the right to modify the process at any time to maximize the value of the estates. 28. Fabrics business. On September 16, 2005, the Debtors initiated a M&A process for their The Debtors restructuring advisers have since contacted approximately

40 potentially interested parties. Following circulation of an information memorandum, the Debtors received a number of non-binding indications of interest. At this time, the Debtors and their advisers are assisting a certain number of interested parties with phase two due diligence. Following completion of this stage, likely in early January, the Debtors will request firm, written offers and seek to select one party with whom they will likely negotiate an asset purchase agreement. 29. On November 8, 2005, the Debtors initiated a M&A process for their The Debtors restructuring advisers have since contacted

Convertible Systems business.

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approximately 35 potentially interested parties, who have received an information memorandum and have been instructed that non-binding indications of interest are due on January 5, 2005. Following receipt of indications of interest, the Debtors may select a certain number of qualified bidders to perform phase two due diligence. (The Debtors will be better informed as to the timing of this process at the hearing on the Motion, which follows the Debtors receipt of indications of interest.) 30. Finally, the Debtors also have recently initiated a M&A process for their two

primary businesses, Plastics and Carpet & Acoustics, which account for more than 85% of total revenues. The Debtors and their restructuring advisers have prepared an information memorandum and begun distributing it to interested parties. The information memorandum, in excess of 130 pages, is the product of enormous effort by the Debtors management and professionals and provides a comprehensive overview of the Debtors businesses, operations and financial performance. 31. Preparing historical and projected financial information for the Debtors

domestic operations by business unit presented a significant challenge to these M&A transactions. The Debtors and their restructuring advisers encountered many difficulties that required additional time and effort, including: (a) key members of the Debtors finance team were no longer employed by the Debtors at the time the financial information was prepared; (b) many of the Debtors finance resources had been dedicated to near-term financial planning and reporting; (c) the Debtors had recently completed customer negotiations, which resulted in changes to the Debtors future pricing and revenue expectations (allocating these price changes to their respective business units required significant time and resources); (d) the Debtors are in the midst of cost reduction efforts which make any projections of future performance even more fluid and complicated than usual; and (e) the Debtors had historically included European and South American business units for their financial

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reporting purposes, whereas the M&A transactions required that financial information for each business unit be presented on a pro forma basis, excluding the European and South American operations. iv. 32. The Debtors Are Diligently Developing a Plan of Reorganization. To be clear, the Debtors are committed to exploring all reorganization

alternatives. Precisely because the Debtors have not yet determined whether a sale of one or more of their businesses maximizes value as compared to a stand-alone restructuring, the Debtors need more time to evaluate their M&A and stand-alone alternatives. 33. To that end, a stand-alone plan proposal will establish a baseline against

which all other alternatives can be compared. The comprehensive business plan, which will be completed in January, will be the foundation for developing a plan of reorganization. Nonetheless, because of the substantial progress the Debtors have made toward finalizing their business plan, the Debtors will soon begin discussing plan concepts with their major creditor constituencies. 34. Moreover, aiding in these restructuring efforts will be new personnel the

Debtors have brought on board, including a new General Counsel, Stacy Fox; Executive Vice President for Strategic Planning, Susan Armstrong; and President of Plastics Operations, Dennis Profitt. The Debtors also have made valuable additions to the finance team by recently hiring a new treasurer and are currently concluding a search process for a Chief Financial Officer. These professionals will bring a wealth of automobile industry knowledge and turnaround expertise, and these and other recent hires are a critical element of the Debtors progress in these chapter 11 cases. 35. As explained in their First Exclusivity Motion, the Debtors continue to

communicate regularly with all of their major constituencies. The Committee, prepetition and postpetition secured lenders and customers have extraordinary access to the Debtors executives, professionals and financial information. The Debtors believe this transparent interaction has

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fostered a cooperative relationship and allowed all constituencies to serve a constructive role in all facets of the Debtors reorganization efforts. 36. In sum, while great strides have been made, more time is needed for the An

Debtors to complete their progress toward a successful reorganization of the enterprise.

extension of the Exclusivity Periods is both appropriate and necessary to complete these processes and propose a consensual plan. v. 37. The Debtors Have Initiated the Claims Proven Process. On August 11, 2005, the Court entered an Order Extending the General Bar

Date for Filing Proofs of Claim [Docket No. 918] to provide creditors until March 22, 2006, to file proofs of claim. When the Debtors committed to pursuing a dual-track plan, it became apparent that accelerating the bar date would enhance the Debtors ability to make progress toward a standalone plan of reorganization or sale of their assets. Consequently, on November 22, 2005, the Court entered an Order Establishing A Bar Date for Filing Proofs of Claim and Approving the Manner and Notice Thereof [Docket No. 1802] approving procedures related to the claims bar date and setting the bar date for creditors to file proofs of claim as January 11, 2006 (the Bar Date Order). 38. Pursuant to the procedures approved in the Bar Date Order, the Debtors

served notices of the bar date with customized proofs of claim to the more than 10,000 scheduled creditors, served notices of the bar date with blank proofs of claim to more than 110,000 additional entities and published notice of the bar date in the Wall Street Journal, USA Today (National Edition) and the Detroit Free Press/Detroit News. 39. The Debtors and their professionals also have begun the significant task of

addressing proofs of claim. Given the number of scheduled claims and the number of potential creditors who received notice of the bar date, there will undoubtedly be thousands of claims that

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have to be processed, reviewed and analyzed before the Debtors are able to possess, and share with their constituencies, reliable information regarding the number and amount of prepetition claims. C. Further Extending The Exclusivity Periods Will Not Prejudice Creditors. 40. Creditors would not be harmed by further extending the Exclusivity Periods,

which would merely allow the Debtors to continue without undue restrictions their tangible progress toward a plan of reorganization or M&A transactions that satisfy the requirements of chapter 11. On the other hand, allowing the Exclusivity Periods to expire before the Debtors, creditors and other parties in interest can complete their negotiations would defeat the congressional purpose behind section 1121 of the Bankruptcy Code to provide debtors with a meaningful and reasonable amount of time to propose and confirm a consensual plan of reorganization. 41. Again, the Debtors have achieved significant gains since the Court granted

their First Extension Motion, but there also remain significant issues to address: the Debtors must capitalize on the relief (pricing and otherwise) contained in the renegotiated customer contracts; continue to implement their cost-reduction measures; and evaluate proposals to sell one or more of their companies while at the same time drafting a reorganization plan. Meeting these challenges depends on the Debtors ability to solidify further their relationships with their key constituencies which, in turn, requires the stability and focus of the Debtors and their restructuring experts made possible by the Exclusivity Periods. 42. Because of the Exclusivity Periods, the Debtors have thus far been able to

pursue their difficult and necessary work without the distractions of other parties filing competing plans. Absent the Exclusivity Periods, the Debtors attention and resources would be siphoned off in unproductive directions such that the value of the estates would dissipate to the detriment of all creditors and parties in interest. The Debtors therefore respectfully request that the Court extend the Exclusivity Periods for the Debtors to file a plan of reorganization and solicit votes thereon.

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43.

Finally, the Debtors request is reasonable in light of relief granted in other

similar cases. This Court and other courts routinely grant further extensions of the Exclusivity Periods in large reorganization cases. See, e.g., In re Meridian Auto, Sys.-Composites Operations Inc., Case No. 05-11168 (Bankr. D. Del. Dec. 8, 2005) (MFW) (first two exclusivity orders granting extension of seven months); In re Tower Auto., Inc., Case No. 05-10578

(Bankr. S.D.N.Y. September 21, 2005) (ALG) (first two exclusivity orders granting extension of eight months); In re Intermet Corp., Case No. 04-67597 (MBM) (Bankr. E.D. Mich. April 22, 2005) (first two exclusivity orders granting extension of five months); In re UAL Corp., Case No. 0248191 (ERW) (Bankr. N.D. Ill. September 19, 2003) (first two exclusivity orders granting extension of eleven months); In re Kmart Corp., Case No. 02-02474 (Bankr. N.D. Ill. July 24, 2002) (first two exclusivity orders granting extension of nine months); In re Enron Corp., Case No. 01-16034 (AJG) (Bankr. S.D.N.Y. September 25, 2002) (first two exclusivity orders granting extension of ten months); In re Bethlehem Steel Corp., Case No. 01-15288 (BRL) (Bankr. S.D.N.Y. July 24, 2002) (first two exclusivity orders granting extension of eleven months); In re Service Merchandise, Inc., Case No. 99-02649 (Bankr. M.D. Tenn. February 2, 2000) (first two exclusivity orders granting extension of twenty-one months). 44. Although the Debtors are mindful of the desire of creditors and all parties in

interest for the Debtors to emerge from chapter 11 quickly, for the foregoing reasons the Debtors require the additional time requested herein to afford them the ability to develop a plan of reorganization.

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Notice 45. Notice of this Motion has been given to the Core Group and Affected Parties

as required by the Case Management Procedures.9 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 46. other court. No prior motion for the relief requested herein has been made to this or any

Capitalized terms used in this paragraph 45 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures [Docket No. 294].

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WHEREFORE, the Debtors respectfully request an entry of an order, substantially in the form attached hereto as Exhibit A, (a) extending the Plan Proposal Period from January 12, 2006 to May 1, 2006, (b) extending the Solicitation Period from March 13, 2006 to June 30, 2006, and (c) granting such other further relief as is just and proper. Dated: December 21, 2005 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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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 EXTENDING THE DEBTORS EXCLUSIVITY PERIOD TO FILE A CHAPTER 11 PLAN AND TO SOLICIT VOTES THEREON Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for an Order Extending the Debtors Exclusivity Period to File a Chapter 11 Plan and to Solicit Votes Thereon; it appearing that the relief requested is in the best interests 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

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.

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 appears 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 be given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Motion is granted in its entirety. The Plan Proposal Period is extended by approximately 110 days from

January 12, 2006 to May 1, 2006. 3. The Solicitation Period is extended by approximately 110 days from

March 13, 2006 to June 30, 2006. 4. This relief is without prejudice to the Debtors right to seek a further extension of

the Exclusivity Periods. 5. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. Dated: __________________, 2006 United States Bankruptcy Judge

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 AND OPPORTUNITY TO RESPOND TO THE DEBTORS SECOND MOTION FOR AN ORDER EXTENDING THE DEBTORS EXCLUSIVITY PERIODS TO FILE A CHAPTER 11 PLAN AND TO SOLICIT VOTES THEREON PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively, the Debtors) have filed their Second Motion for an Order Extending the Debtors Exclusivity Periods to File a Chapter 11 Plan and to Solicit Votes Thereon (the Motion). PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Motion and discuss it with your attorney, if you have one in these cases. (If you do not have any attorney, you may wish to consult one.)

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 10878285.2

PLEASE TAKE FURTHER NOTICE THAT in accordance with the First Amended Notice, Case Management and Administrative Procedures [Docket No. 294] (the Case Management Procedures), filed on June 9, 2005, if you wish to object to the Court granting the relief sought in the Motion, or if you want the Court to otherwise consider your views on the Motion, no later than December 30, 2005 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:2 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before December 30, 2005 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to: Carson Fischer, P.L.C. Attn: Joseph M. Fischer 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Facsimile: (248) 664-1832 E-mail: jfischer@carsonfischer.com -and-

Response or answer must comply with Rule 8(b), (c) and (e) of the Federal Rules of Civil Procedure.

2
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Kirkland & Ellis LLP Attn: Richard M. Cieri, Esq. Citigroup Center 153 East 53rd Street New York, NY 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -andKirkland & Ellis LLP Attn: David L. Eaton, Esq. Ray C. Schrock, Esq. Marc J. Carmel, Esq. 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Motion are timely filed and served, the Court may grant the Motion and enter the order without a hearing as set forth in Rule 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

3
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Dated: December 21, 2005

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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

4
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CERTIFICATE OF SERVICE I, Ray Schrock, an attorney, certify that on the 21st day of December, 2005, 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 Debtors Second Motion for an Order Extending the Debtors Exclusivity Periods to File a Chapter 11 Plan and to Solicit Votes Thereon.

Dated: December 21, 2005 /s/ Ray C. Schrock Ray C. Schrock

K&E 10878977.2

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Jim Cambio Of Ingersoll Joseph T. Deters

Service de la Tresorerie

treasReg@michigan.gov steve.e.spence@usdoj.gov laplante@millercanfield.com tpryce@ford.com jcambio@tax.ri.gov elantz@town.ingersoll.on.ca radom@butzel.com treasurer@tos.state.oh.us tsherick@honigman.com Frank.Chaffiotte@cit.com e-rental@ur.com msaintdenis@ville.farnham.qc.ca blanderson@eastman.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com

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

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

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co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

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

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