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 FIRST AMENDED JOINT PLAN OF COLLINS & AIKMAN AND ITS DEBTOR SUBSIDIARIES Lear Corporation (Lear) objects to the First Amended Joint Plan of Collins & Aikman and its Debtor Subsidiaries (Plan). In support of its objection Lear states as follows: 1. On May 17, 2005, Debtors filed their voluntary petitions for relief under chapter

11 of the Bankruptcy Code. 2. On January 24, 2007, Debtors filed their Amended Disclosure Statement for the

Plan, which this Court approved on February 9, 2007.

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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Lear purchases component parts from Debtors under certain purchase orders

(Lear Purchase Orders). Debtors also purchase various component parts from Lear under certain purchase orders (C&A Purchase Orders). 4. Debtors have not yet assumed or rejected the Lear Purchase Orders or the C&A

Purchase Orders. 5. The Plan provides that Executory Contracts (as defined in the Plan) will be either

assumed and assigned or rejected. (See Plan, Article V). The Lear Purchase Orders and C&A Purchase Orders are Executory Contracts. The Executory Contracts to be assumed and assigned by Debtors are listed on Exhibit E to the Plan. Debtors are listed on Exhibit F to the Plan. 6. The Plan states that Exhibits E and F will be available for review no later than 10 The Executory Contracts to be rejected by

days before the Confirmation Hearing, which is a date that is after the deadline for filing objections to the Plan. 7. Because Lear does not know whether the Lear Purchase Orders and C&A

Purchase Orders will be listed on either Exhibit E (to be assumed) or F (to be rejected) to the Plan, Lear is unable to determine whether it opposes the proposed relief. Lear reserves its rights to raise further objections, including but not limited to the right to object to any proposed cure amount once Debtor discloses its Exhibits to the Plan. 8. Further, in order for the Plan to be confirmed, the Plan must satisfy all of the

requirements of Section 1129 of the Bankruptcy Code. 9. Section 1129(a)(1) of the Bankruptcy Code provides that the Plan must comply -2Detroit_768015_2

with the applicable provisions of [the Bankruptcy Code]. 10. The injunction contained in Article XII. E. of the Plan prohibits all holders of

claims from asserting a setoff, right of subrogation, or recoupment of any kind against any debt, liabilities or obligation due to the Debtors or any Trust. This injunction eliminates the setoff rights of creditors without compensation (or the indubitable equivalent that is required under Section 1129(b)(2)(A)(iii)). Such injunction is contrary to the state law rights of holders of claims preserved by the Bankruptcy Code under Section 553(a) and the treatment of creditors under the various classes should not be read to eliminate or limit those rights. This provision of the injunction should be stricken. 11. Because the Plan violates the setoff rights preserved in Section 553(a) of the

Bankruptcy Code, the Plan does not satisfy the requirement of Section 1129(a)(1) of the Bankruptcy Code. confirmation. RELIEF REQUESTED Lear requests entry of an Order denying the confirmation of the Plan and granting other relief as this Court determines. BODMAN LLP Therefore, the Plan cannot be confirmed and the Court should deny

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 -3Detroit_768015_2

rdiehl@bodmanllp.com Attorneys for Lear Corporation May 7, 2007

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