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In re: A.P.I. Inc., Chapter 11 Case, Debtor.

THIRD STIPULATION REGARDING CONTINUED USE OF CASH COLLATERAL BY CONSENT

GREGORY KISHEL, Bankruptcy Judge

This Stipulation and Agreement ("Stipulation") is entered into by and among A.P.I. Inc. (the "Debtor"), LaSalle Bank National Association ("LaSalle"), Wells Fargo Bank National Association (together with LaSalle, the "Banks"), and Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, Pacific Life Insurance Company, United of Omaha Life Insurance Company, Companion Life Insurance Company, Thrivent Financial for Lutherans and Nationwide Life Insurance Company (collectively, the "Senior Noteholders"), and the Asbestos Claimants Committee (the "Committee").

A. On January 6, 2005 (the "Petition Date"), the Debtor filed the above-referenced petition for relief under Chapter 11 of the Bankruptcy Code. Pursuant to Sections 1107 and 1108 of the Bankruptcy Code, the Debtor retained possession of its assets and continues to operate its business as debtor-in-possession.

B. Most recently on August 9, 2005, the Court entered an Order Authorizing Continued Use of Cash Collateral (the "Order").

C. On September 26, 2005, Debtor filed a motion for the continued use of cash collateral for hearing on October 11, 2005.

D. Pursuant to Paragraph 7 of the Order, the stipulations and findings set forth in Recital C of the Order and the provisions of Paragraph 6 of the Order are binding on all parties-in-interest in the cases and their respective successors and assigns, including any trustee, subject only to the right of the Committee to file and serve an appropriate pleading objecting to or contesting such stipulations, findings or provisions on or before October 10, 2005.

E. Paragraph 10 of the Order authorizes the Debtor's right to use cash collateral until October 10, 2005 "unless the Banks, Senior Noteholders and Debtor agree in writing to a further 30-day extension in which case the Order will terminate on November 9, 2005."

ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED, DECREED AND, AS APPLICABLE, STIPULATED:

1. Each of the Banks and the Senior Noteholders has consented to a 30-day extension, to November 9, 2005, of the Debtor's continued use of Cash Collateral on the terms and subject to the conditions set forth in the Order, including, but not limited to, the granting of Replacement Liens (as defined therein) as set forth in Paragraph 2 of the Order.

2. Each of the Committee, the Banks, the Senior Noteholders and the Debtor has consented to an extension of the time for the Committee to file and serve an appropriate pleading objecting to or contesting the stipulations and findings set forth in Recital C of the Final Order and the provisions of Paragraph 6 of the Final Order to November 9, 2005.

3. The hearing now scheduled for October 11, 2005 is continued to November 7, 2005 at 1:30 p.m.

SO ORDERED, ADJUDGED, DECREED AND STIPULATED.

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IN RE A.P.I. INC
(Oct 12, 2005)