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 Bidding Procedures Relief Hearing Date: April 12, 2007 at 2:00 p.m. Bidding Procedures Relief Objection Deadline: April 9, 2007 at 4:00 p.m.

RESPONSE OF FORD MOTOR COMPANY AND FORD MOTOR COMPANY, S.A. DE C.V. TO DEBTORS MOTION FOR THE ENTRY OF ORDERS APPROVING BIDDING PROCEDURES, SALE OF CERTAIN OF THE ASSETS OF THE DEBTORS INTERIORS PLASTICS GROUP FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS AND RELATED RELIEF

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. 0555972; 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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On April 2, 2007, the Debtors filed their Debtors Motion for the Entry of Orders Approving Bidding Procedures, Sale of Certain Assets of the Debtors Interior Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests and Related Relief (Motion) [Docket No. 4408]. The Motion requests the entry of two orders: the first, an order approving certain bidding procedures and buyer protections (Bidding Procedures Relief), which is the subject matter of a hearing scheduled for April 12, 2007 [Docket No. 4412], and, the second, an order approving the sale itself (Sale Approval Relief), which is the subject matter of a hearing scheduled for May 10, 2007 [Docket No. 4412].

No Objection to Bidding Procedures Relief Ford Motor Company and Ford Motor Company, S.A. de C.V. (Ford of Mexico and, together with Ford Motor Company, Ford) do not object to the Bidding Procedures Relief, including the overbid protections or the expense reimbursement, or the entry of an order in the form appended to the Motion2 granting the Bidding Procedures Relief. As a result, Ford does not request a hearing on the Motion as it pertains to the proposed Bidding Procedures Relief. Ford Motor Company and Ford of Mexico do, however, expressly reserve the right to file any objections and raise any issues either of them deems appropriate in connection with the proposed Sale Approval Relief.

Ford reserves all rights in connection with the Bidding Procedures Relief to the extent the form of the order approving the Bidding Procedures Relief that is entered by the Court is different than the form of the order approving the Bidding Procedures Relief that is appended to the Motion.

Statement of Position and Reservation of Rights in Respect of the Sale Approval Relief The Debtors Asset Purchase Agreement dated as of March 30, 2007, with Cadence Innovation LLC (Cadence), a copy of which is appended to the Motion as Exhibit C (APA), appears to include both assets owned by the Debtors that are subject to the Customer Agreement [Docket No. 3890] and these bankruptcy cases, and assets owned by a non-Debtor affiliate, Collins & Aikman Automotive Hermosillo S.A. de C.V. (Hermosillo), at a facility that is located in Hermosillo, Mexico. Hermosillo is expressly excluded from the Customer Agreement3 and is not the subject of these bankruptcy cases.4 The assets included in the APA to be sold and assigned may include certain purchase orders and production contracts between Hermosillo and Ford of Mexico, two non-Debtor parties, that are not subject to sections 363 or 365 of the bankruptcy code or the Customer Agreement. Those purchase orders and production contracts can be assigned only with Ford of Mexicos prior written consent,5 do not constitute property of

The Parties to the Customer Agreement expressly exclude Hermosillo (Customer Agreement, 1), and do not include Ford of Mexico or any of Ford Motor Companys affiliates or subsidiaries.

Hemosillo is a Mexican entity, formed and operating in Hermosillo, Mexico. Upon information and belief, the only assets or other interests that any of the Debtors has to sell in respect of Hermosillo is 1% of the stock of Hermosillo owned by Collins & Aikman International Corporation, and 99% of the stock it holds in another non-Debtor Mexican entity, Collins & Aikman Holdings, S.A. de C.V., which, in turn, owns the other 99% of the stock of Hermosillo. None of the Debtors holds any interest in the underlying assets owned by Hermosillo, such as the purchase orders and production contracts between Hermosillo and Ford of Mexico. Section 42.04 of the Production Purchasing Global Terms and Conditions (PPGTC Jan.1, 2004) (GT&C) expressly provides that [t]he Supplier [Hermosillo] may not assign or delegate any of its obligations without obtaining the Buyers [Ford of Mexicos] prior written consent. The GT&C apply to the purchase of production goods and services (GT&C, 1.01) by Ford of Mexico, and govern the purchase orders and production contracts between Hermosillo and Ford of Mexico.
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any of the Debtors estates, and are not executory contracts to which any of the Debtors is a party. At this juncture, it is difficult to determine the intention of Cadence and the Debtors regarding these purchase orders and production contracts6 because the necessary schedules to the APA, and certain ancillary agreements referred to in the Motion are not attached to the Motion, have not been filed with the Court, and in many cases may not yet be prepared.7 Although Ford of Mexico is continuing to talk with Cadence and may agree to the sale and assignment of some or all of its purchase orders and production contracts to Cadence or another prospective purchaser, Ford of Mexico has the right to withhold its consent to any such sale and assignment.8 As a result, this response is being filed to apprise all interested parties of the position of Ford of Mexico. Ford Motor Company, as a party to these bankruptcy cases (and Ford of Mexico with respect to any purported sale and assignment of its purchase orders and production contracts), retain the right to file objections to the proposed Sale Approval Relief.

Ford of Mexico is also the owner of certain capital equipment used for production by Hermosillo. It also is not clear whether this equipment is intended to be sold as Equipment and, as a result, Ford of Mexico reserves all rights in connection with its owned-equipment. These essential documents include the Mexican Agreement, and the schedules of Assumed Leases, Assumed Contracts, Assumed Agreements, Alternative Contracts, Acquired Programs, Designated Contracts, Undesignated Contracts and Material Contracts, among others. The concept of a Qualified Buyer described in section 10 of the Customer Agreement does not apply to Hermosillo or Ford of Mexico.
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Respectfully submitted, MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

By: /s/ Jonathan S. Green Jonathan S. Green (P33140) Attorneys for Ford Motor Company and Ford of Mexico 150 West Jefferson, Suite 2500 Detroit, MI 48226 (313) 496-7997 green@millercanfield.com

Dated: April 9, 2007

DELIB:2838699.4\029982-00171