UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al.

, Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

MOTION FOR ALLOWANCE OF ADMINISTRATIVE CLAIM OF GENERAL ELECTRIC CAPITAL CORPORATION General Electric Capital Corporation (GECC), moves this Court for an order (a) allowing the administrative claim of GECC against Becker Group, LLC under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $264,775.48, representing post-petition amounts owed under the Becker Lease (as defined below), (b) allowing the administrative claim of GECC, as servicing agent for NMHG Financial Services, Inc., against Collins & Aikman Products Co. under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $568,767.31, representing post-petition amounts owed under the NMHG Lease (as defined below), and (c) allowing the administrative claim of GECC against the above-captioned debtors and debtors in possession (the Debtors), in an unliquidated amount for any damages arising from any post-petition breach by the Debtors of the June 4, 2007 Settlement and Release Agreement between GECC and Collins & Aikman Corporation and its domestic, Canadian and Mexican affiliates signatory thereto (the Settlement Agreement), and for any damages arising from the Debtors failure to return GECC equipment or other property to GECC, from the Debtors sale of GECC equipment or other property without GECC consent or from the Debtors failure to deliver to GECC the proceeds of any equipment or other property of GECC, .

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In support hereof, GECC respectfully represents as follows: Background 1. On May 17, 2005 (the Petition Date), the Debtors commenced these

cases by filing voluntary petitions for reorganization under chapter 11 of the Bankruptcy Code. 2. Since that time, the Debtors have continued in possession of their property

and have operated and managed their businesses, as debtors in possession, pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 4. manufacturers. 5. On July 18, 2007, this Court entered an order confirming the First The Debtors are in the business of supplying parts to automotive

Amended Joint Plan of Collins & Aikman Corporation and Its Debtor Subsidiaries. Lease Agreements 6. GECC and Collins & Aikman Products Co. (Products) are party to (a)

the Master Lease Agreement dated as of August 7, 2001, as amended, (b) the Master Lease Agreement dated as of December 20, 2001, as amended, and (c) the Master Lease Agreement dated as of June 25, 2004, as amended (collectively, the Products Leases), pursuant to which GECC leases equipment to Products. 7. GECC and Becker Group, Inc. are party to a Master Lease Agreement

dated as of May 7, 1993, as amended (including all amendments, schedules and exhibits thereto, the Becker Lease), pursuant to which GECC leased equipment to Becker Group, Inc. The

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Becker Lease was subsequently assigned by Becker Group, Inc. to Becker Group, LLC (Becker). 8. GECC is servicing agent for NMHG Financial Services, Inc. (NMHG)

under a post-petition Lease Agreement with Products dated January 11, 2006, pursuant to which NMHG leases equipment to Products, including numerous forklifts (the Forklift Lease). 9. GECC and various Debtors are also party to various smaller lease

arrangements (the Miscellaneous Leases, and, collectively with the Products Leases, the Becker Lease, and the Forklifts Lease, the Equipment Leases). 10. On April 19, 2006, the Debtors filed a Complaint against GECC (the

Complaint) initiating an adversary proceeding (the Products Adversary Proceeding) seeking to recharacterize the Products Leases as secured financing agreements pursuant to New York law. 11. On June 4, 2007, GECC and various of the Debtors and the Debtors

affiliates entered into the Settlement Agreement, resolving the Products Adversary Proceeding and certain other disputes between the parties. The Settlement Agreement was approved by this Court by order dated July 17, 2007. Administrative Claim 12. Since the Petition Date, Becker has failed to make payments pursuant to

all schedules of the Becker Lease in a total amount of not less than $264,775.48.1 13. Since the Petition Date, Products has breached the Forklift Lease, resulting

in damages arising under the Forklifts Lease in the amount of $568,767.31.2

1 2

A copy of the Becker Lease is attached hereto as Exhibit A. A copy of the Forklifts Lease is attached hereto as Exhibit B. 3

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14.

In addition, GECC may have various administrative claims against the

Debtors arising from any of the Equipment Leases that remain unliquidated at this time, including any claim for damages arising from any post-petition breach by the Debtors of the Settlement Agreement, any claim for damages arising from the Debtors failure to return GECC equipment or other property to GECC, any claim for damages arising from the Debtors sale of GECC equipment or other property without GECCs consent, and any claim for damages from the Debtors failure to deliver to GECC the proceeds of any equipment or other property of GECC sold by the Debtors3 (collectively, the Lease Damages). 15. GECC therefore files this request for an administrative claim seeking (a) a

liquidated administrative claim against Becker under sections 503(b) and 507(a)(2) of the Bankruptcy Code for unpaid post-petition amounts owed under the Becker Lease in the amount of $264,775.48, and (b) an unliquidated administrative claim against the Debtors under sections 503(b) and 507(a)(2) of the Bankruptcy Code for any Lease Damages arising after the Petition Date.4 16. GECC reserves all rights to amend or supplement this Motion and the

request for allowance of an administrative claim set forth herein. WHEREFORE, GECC respectfully requests that the Court enter an order in the form of Exhibit 1 hereto (a) allowing GECC a liquidated administrative claim against Becker under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $264,775.48,
3

Upon information and belief, GECC suspects that certain pieces of GECC Equipment have been sold by the Debtors but the proceeds therefore have not been delivered to GECC. GECC has requested information from the Debtors regarding such sales but has not yet received the necessary information from the Debtors. This Motion for Allowance of Administrative Claim is in addition to, and not in substitution of any and all other administrative claim requests of GECC, including those set forth in other filings. 4

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representing post-petition amounts owed under the Becker Lease, (b) allowing GECC, as servicing agent for NMHG, a liquidated administrative claim against Products under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $568,767.31, representing postpetition amounts owed under the Forklifts Lease, (c) allowing GECC an unliquidated administrative claim against the Debtors under sections 503(b) and 507(a)(2) of the Bankruptcy Code for any post-petition Lease Damages and (d) granting GECC such other and further relief as the Court deems just and proper.

Respectfully submitted, November 9, 2007 /s/ Erin L. Toomey__________________________ Nicole Y. Lamb-Hale (P46202) Erin L. Toomey (P67691) FOLEY & LARDNER LLP One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 442-6490 Facsimile: (313) 234-2800 etoomey@foley.com -andDavid S. Heller Josef S. Athanas LATHAM & WATKINS LLP 233 South Wacker Drive Sears Tower, Suite 5800 Chicago, Illinois 60606 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 ATTORNEYS FOR GENERAL ELECTRIC CAPITAL CORPORATION

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Exhibit 1 Proposed Order

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

ORDER ALLOWING UNLIQUIDATED ADMINISTRATIVE CLAIM OF GENERAL ELECTRIC CAPITAL CORPORATION Upon the Motion (the Motion) for Allowance of Administrative Claim of General Electric Capital Corporation; it appearing to the Court that notice of the hearing on the Motion was adequate, appropriate and in accordance with the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), and the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); a hearing on the Motion having been held and the Court having considered the objections, responses and arguments of counsel at the hearing; the Court being satisfied that the legal and factual bases set forth in the Motion and at the hearing establish just cause for the relief granted herein; and the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, and (b) this is a core proceeding pursuant to 28 U.S.C. 157 (b)(2); IT IS HEREBY ORDERED that:5 1. 2. The Motion shall be, and hereby is, granted. General Electric Capital Corporation (GECC) shall be, and hereby is,

allowed (a) a liquidated administrative claim against Becker under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $264,775.48, representing post-petition amounts owed

Capitalized terms used but not defined herein shall have the meanings ascribed in the Motion.

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under the Becker Lease, (b) a liquidated administrative claim against Products under sections 503(b) and 507(a)(2) of the Bankruptcy Code in the amount of $568,767.31, representing postpetition amounts owed under the Forklifts Lease and (c) an unliquidated administrative claim against the Debtors under sections 503(b) and 507(a)(2) of the Bankruptcy Code for any postpetition Lease Damages.

Dated:

________________, 2007 UNITED STATES BANKRUPTCY JUDGE

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Exhibit 2 Notice and Opportunity to Respond

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: ) Chapter 11 ) COLLINS & AIKMAN ) Case No. 05-55927-R CORPORATION, et al., ) (Jointly Administered) ) Debtors. ) Honorable Steven W. Rhodes

NOTICE AND OPPORTUNITY TO RESPOND General Electric Capital Corporation (GECC) has filed with this Court its MOTION FOR ALLOWANCE OF ADMINISTRATIVE CLAIM OF GENERAL ELECTRIC CAPITAL CORPORATION (the Motion). Your rights may be affected. You should read these papers carefully and discuss them with your attorney, if you have one in this bankruptcy case. If you do not have an attorney, you may wish to consult one. If you do not want the Court to grant the relief requested in the Motion, or if you desire the Court to consider your views on the Motion, within 15 days of the date of this Notice, you and your attorney must: 1. File with the Court a written response or an answer, explaining your position at: United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, MI 48226 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 described above. You must also mail a copy of your response or answer to:

Foley & Lardner LLP Nicole Y. Lamb-Hale

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Erin L. Toomey 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 234-7100 -andLatham & Watkins LLP David S. Heller Josef S. Athanas 233 South Wacker Drive Sears Tower, Suite 5800 Chicago, Illinois 60606 Telephone: (312) 876-7700 2. If a response or answer is timely filed and served, the clerk will schedule a

hearing on the Motion and you will be served with a notice of the date, time and location of the hearing. If no response or answer is filed within 15 days of the date of this Notice, the authority requested by GECC in the Motion may be granted without a hearing.

Respectfully submitted, November 9, 2007 /s/ Erin L. Toomey__________________________

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Nicole Y. Lamb-Hale (P46202) Erin L. Toomey (P67691) FOLEY & LARDNER LLP One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 442-6490 Facsimile: (313) 234-2800 etoomey@foley.com -andDavid S. Heller Josef S. Athanas LATHAM & WATKINS LLP 233 South Wacker Drive Sears Tower, Suite 5800 Chicago, Illinois 60606 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 ATTORNEYS FOR GENERAL ELECTRIC CAPITAL CORPORATION

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Exhibit 3 Certificate of Service

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

CERTIFICATE OF SERVICE I hereby certify that on November 9, 2007, I electronically filed: (i) Motion for Allowance of Administrative Claim of General Electric Capital Corporation; (ii) Proposed Order; (iii) Notice and Opportunity to Respond; and (iv) this Certificate of Service with the Clerk of the Court using the ECF system which will send notification of such filing to those attorneys registered to receive notices; I hereby further certify that I caused the foregoing to be served on the following via Federal Express: Richard M. Cieri Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, NY 10022 Telephone: (212) 446-4800 David L. Eaton Ray C. Schrock Scott R. Zemnick Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 Telephone: (312) 861-2000 Joseph M. Fischer Lawrence A. Lichtman Carson Fischer, P.L.C. 4111 West Andover Road Second Floor Bloomfield Hills, MI 48302 Telephone: (248) 644-4840

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Harold S. Novikoff Gregory E. Pessin Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Collins & Aikman Claims Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Blvd., Ste. 1 Los Angeles, CA 90066 Telephone: (866) 381-9100 Michael S. Stamer Philip C. Dublin Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, NY 10022 Telephone: (212) 872-1000 Thomas B. Radom Butzel Long, P.C. 100 Bloomfield Hills Parkway Bloomfield Hills, MI 48304 Telephone: (248) 258-1616 Peter Chadwick Peter Nurge Capstone Advisory Group, LLC 1975 I Street, NW Suite 500 Washington, D.C. 20006 Telephone: (202) 429-2079 Stephen E. Spence U.S. Department of Justice Office of the United States Trustee 211 West Fort Street, Suite 700 Detroit, MI 48226 Telephone: (313) 226-7911

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/s/ Erin L. Toomey Erin L. Toomey (P67691) Foley & Lardner LLP 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226-3489 Telephone: (313) 234-7100 Facsimile: (313) 234-2800 etoomey@foley.com Attorneys for General Electric Capital Corporation

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Exhibit 4 Documentary Exhibits

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 05-55927-R (Jointly Administered) Honorable Steven W. Rhodes

LIST OF EXHIBITS Exhibit A B Description Becker Lease Forklifts Lease

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Exhibit A Becker Lease

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Exhibit B Forklifts Lease

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