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

Debtors.
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Chapter 11 Case No. 05-55927-R (Jointly Administered) Tax Identification No. 13-3489233 Honorable Steven W. Rhodes

OBJECTION BY LEAR CORPORATION TO DEBTORS MOTION FOR THE ENTRY OF ORDERS APPROVING BIDDING PROCEDURES, SALE OF CERTAIN OF THE ASSETS OF DEBTORS INTERIORS PLASTICS GROUP FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS AND RELATED RELIEF Lear Corporation. (Lear) objects to the Debtors Motion for the Entry of Orders Approving Bidding Procedures, Sale of Certain of the Assets of Debtors Interior Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests and Related Relief (Sale Motion). In support of its objection Lear states as follows: Introduction 1. Lear files this objection because:

1 The Debtors in the proposed jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc.; Becker Group, LLC (d/b/a Collins & Aikman Premier Mold); Brut Plastics, Inc.; Collins & Aikman (Gibraltar) Limited; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation); Collins & Aikman Asset Services, Inc.; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.); Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.); Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.); Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.); Collins & Aikman Automotive International, Inc.; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.); Collins & Aikman Automotive Mats, LLC; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.); Collins & Aikman Automotive Services, LLC; Collins & Aikman Canada Domestic Holding Company; Collins & Aikman Carpet & Acoustics (MI), Inc.; Collins & Aikman Carpet & Acoustics (TN), Inc.; Collins & Aikman Development Company; Collins & Aikman Europe, Inc.; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.); Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.); Collins & Aikman Interiors, Inc.; Collins & Aikman International Corporation; Collins & Aikman Plastics, Inc.; Collins & Aikman Products Co.; Collins & Aikman Properties, Inc.; Comet Acoustics, Inc.; CW Management Corporation; Dura Convertible Systems, Inc.; Gamble Development Company; JPS Automotive, Inc. (d/b/a PACJ, Inc.); New Baltimore Holdings, LLC; Owosso Thermal Forming, LLC; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.); Wickes Asset Management, Inc.; and Wickes Manufacturing Company.

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(a)

Lear is unable to ascertain whether Debtors intend to assume and assign the contracts between Lear and Debtors;

(b)

due to the multiple notices it received, Lear is unable to determine, which (if any) of the contracts between Lear and Debtors that Debtors intend to assume and assign;

(c)

Lear is unable to determine the deadline (if any) by which Debtors must assume and assign their contacts with Lear;

(d)

no proposed purchaser under the Sale Motion has given Lear adequate assurance that it would be able to perform its duties under any contracts between Lear and Debtors that will be assumed and assigned; and

(e)

in the three days since Debtors provided Lear with a complete list of their contracts with Lear that they might possibly assume and assign, Lear has not yet determined the scope and nature of these contracts, including, without limitation, whether the proposed cure amounts listed by Debtors for these contracts are correct. Background

2.

On May 17, 2005, Debtors filed their voluntary petitions for relief under chapter

11 of the Bankruptcy Code. 3. On April 2, 2007, Debtors filed the Sale Motion.

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4.

In the Sale Motion, Debtors seek authority under Section 365 of the Bankruptcy

Code to assume and assign certain contracts to Cadence Innovation LLC (Cadence) or any other successful bidder. 5. Initially, Lear, through its undersigned counsel, received two different copies of

Notice of Sale of Assets of Debtors Interior Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests (collectively Notices) from Debtors. The Notices informed Lear that the contracts listed on exhibit A to the Notice may potentially be assumed and assigned to the Proposed Purchaser or other Successful Bidder. Counsel for Lear contacted counsel for Debtors in order to obtain a list of all the contracts that were to be assumed and assigned in connection with the Sale Motion in order to verify the existence of any other contracts between Lear and Debtors (collectively, Contracts) that Debtors intended to assume and assign. 6. On May 7, 2007, counsel for Lear received a Notice of Clerical Error Regarding

Potential Assumed Agreement Related to the Debtors Interior Plastics Group Sale (Error Notice). The Error Notice set forth certain of the Contracts that were listed on the Notices in error and that would not be assumed and assigned by Debtors in connection with the Sale Motion. 7. On May 8, 2007, three days before objections to the Sale Motion were due,

Debtors provided Lear with a list of the Notices that Debtors sent to Lear. Although the undersigned have been counsel to Lear in this case continuously since they filed their appearance on June 23, 2005, Debtors mailed only two of the approximately 20 Notices to Lears counsel of record. Debtors sent the rest of the Notices to Lear at various locations throughout the United States. In the three days since Lear received a complete list of the Notices listing the Contracts

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that Debtors may potentially assume and assign in connection with the Sale Motion, Lear has not been able to identify the Contracts listed on Exhibit A to the Notices. Argument 8. The Notices do not state affirmatively whether Debtors will assume and assign the

Contracts that are listed. Moreover, the Debtors have not provided a deadline by which they must assume and assign the Contracts and pay all cure costs. This Court should not allow Cadence or any other prospective purchaser under the Sale Motion to perform Contracts without Lears consent before the Contracts are assumed and assigned and all cure costs paid to Lear. 9. Before Lear enters into business relationships with suppliers, Lear requires that its

prospective suppliers meet certain qualifications (Lear Qualifications). Neither Cadence nor any other prospective purchaser demonstrated to Lear that it meets the Lear Qualifications. Under Section 365(f)(2)(B) of the Bankruptcy Code, Debtors may assign an executory contract only if adequate assurance of future performance by the assignee of such contract is provided. Neither Cadence nor any other prospective purchaser provided Lear with adequate assurance of future performance of the Contracts. 10. Lear has not yet verified whether Debtors characterization of the scope and nature

of the Contracts is correct. Lear reserves the right to object to Debtors characterization of any of the Contracts, including without limitation, whether such Contracts are enforceable, assignable or executory. Moreover, if the Contracts are valid agreements between Lear and Debtors, Lear has not yet determined whether it is entitled to any cure costs with regard to the Contracts. Section 365(b)(1) of the Bankruptcy Code provides that if there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or -4Detroit_769232_2

lease unless, at the time of the assumption the trustee (A) cures such default. Lear reserves the right to object to the proposed cure amounts listed on the Notices. RELIEF REQUESTED Lear requests entry of an Order denying the Sale Motion and granting other relief as this Court determines. BODMAN LLP

By:

/s/ Robert J. Diehl, Jr. Robert J. Diehl, Jr. (P31264) Ralph E. McDowell (P39235) 6th Floor at Ford Field 1901 St. Antoine Street Detroit, Michigan 48226 Telephone: (313) 259-7777 Facsimile: (313) 393-7579 rdiehl@bodmanllp.com Attorneys for Lear Corporation

May 11, 2007

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