IN THE 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

DEBTORS OBJECTION TO MOTION OF GENERAL ELECTRIC CAPITAL CORPORATION TO COMPEL PAYMENTS UNDER MASTER LEASE AGREEMENTS The above-captioned debtors (collectively, the Debtors) object to the Motion of General Electric Capital Corporation to Compel Payments Under the Master Lease Agreements (the Motion) as follows. Preliminary Statement 1. On April 18, 2006, one day before debtor Collins & Aikman Products Co.

(Products)2 filed its Complaint for Declaratory Judgment to recharacterize the Products Leases

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. 05-55972; 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. For the convenience of the Court, except as defined herein, Products will use the same defined terms as used by GECC in the Motion.

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(the Complaint), GECC filed its Motion seeking payment under the Products Leases3 pursuant to section 365(d)(10) of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). As detailed in Products one hundred and twenty-seven paragraph Complaint, however, the facts and circumstances surrounding the transactions at issue and the terms and provisions of the very Leases themselves belie any claim that the Leases are in fact true leases. 2. In substance, the Products Leases document loans GECC advanced to the

Debtors to enable them to acquire a division of Textron, Inc. The loans were structured as sale/leaseback transactions and GECC paid nearly three times the value of the equipment purportedly purchased, leaving itself seriously under-secured. 3. GECC had no concerns, however, because the equipment captured under

the Products Leases was essential to the Debtors continued operations and each Lease was cross-defaulted with the others. GECC knew that the Debtors could not effectively operate without the leased equipment or replace the equipment without dramatically disrupting, perhaps even destroying, their businesses. Needless to say, GECC gained tremendous leverage and advantage over the Debtors other creditors. 4. In any event, buried in three paragraphs of GECCs twenty-eight whether the term lease in

paragraph Motion is the sole issue now before the Court: section 365(d)(10) means true lease.

If so, Products has no obligations under

section 365(d)(10) unless and until the Court finds that the Products Leases are in fact true leases.

GECC also seeks payment under a very minor lease, the Becker Lease. Products is continuing its investigation of the Becker Lease and continues to reserve its right to challenge the character of that lease as well.

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5. decided the issue:

This issue is not novel. Indeed, this Court has already considered and The determinative issue in this case is whether the Rental-Purchase

Agreements are true leases triggering the provisions of 11 U.S.C. sec. 365 . . . if the agreements are true leases, the debtors may retain possession and use only by complying with Section 365 of the Bankruptcy Code. In re Mahoney, 153 B.R. 174, 176 (Bankr. E.D. Mich. 1992) (emphasis added). 6. And, every circuit in the United States Court of Appeals that has

addressed the issue has, without ambiguity or question, agreed with this Court. The second, third, seventh and ninth circuits have each determined that lease under section 365 of the Bankruptcy Code means true lease and that the obligations imposed under the section are triggered exclusively by a finding that the agreement at issue is in fact a true lease. See Motion, 14. 7. GECC declines to take on the abundance of case law that holds that

section 365 applies solely to true leases. Instead, GECC argues from the periphery of the law and attempts to focus the Courts attention on the purpose and intent behind the enactment of section 365(d)(10) and the genesis and priority of lessor claims under section 365. 8. GECCs obfuscation fails, however, and its Motion is barren of any

meaningful support for the relief it requests here. Procedural Posture 9. GECC, with wide-eyed wonder, questions whether Products will ever

challenge the nature of the Products Leases and comments that Products did not file a complaint to recharacterize the Leases after the March 9 hearing on GECCs Original Motion to Compel.

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GECC then contends that any challenge now is untimely and should therefore be disregarded by the Court in considering GECCs instant Motion. 10. As GECC knows, however, Products has openly challenged the nature of

the Leases from the inception of these chapter 11 cases and such challenge has been a matter of judicial record for nearly six months now. Even a cursory reading of the Stipulation and Order attached to GECCs Motion as Exhibit A would establish that fact. 11. GECC also knows that Products refrained from filing its Complaint to

recharacterize the Products Leases for nearly eight months because it believed it was engaged in good faith settlement negotiations with GECC. Additionally, GECC knew when it was drafting its Motion and when it filed its Motion that Products Complaint was imminent. Finally, GECC knew when it filed its Motion that the sole reason it was able to file it one day before Products filed its Complaint is that Products further delayed filing its Complaint to ensure that the subject matter of the Complaint did not interfere with a pending investigation by the United States Department of Justice. 12. Its gratuitous comments aside, GECC has cited no law to support its

implication that Products is somehow time-barred or estopped from prosecuting its Complaint, or that the timing of Products Complaint somehow impacts the Courts analysis of the substantive requirements necessary to trigger the provisions of section 365. In short, the timing of Products Complaint is irrelevant to the Courts inquiry here and has no bearing on its disposition of GECCs Motion.4

To the extent the Court would like additional history or detail on the circumstances surrounding the timing of Products complaint, the Debtors will provide that information at the hearing on the Motion

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ARGUMENT 13. Notwithstanding the well-established body of law that indisputably holds

that substance controls and only a true lease counts as a lease under 365,5 GECC has cast about and found two cases that appear to require performance under section 365 prior to a finding that the agreement at issue is a true lease. The cases, In re Elder-Beerman Stores Corp., 201 B.R. 759 (Bankr. S.D. Ohio 1996), and In re Mirant Corp., 2004 Bankr. LEXIS 1377 (Bankr. N.D. Tex. 2004), however, limit their holdings to their facts and neither case is binding authority. More important, neither case can be reconciled with the body of law developed to ensure that the label given to a transaction can never be used to circumvent the substance of the Bankruptcy Code. Products Has No Obligations to GECC Under Section 365 of the Bankruptcy Code Unless and Until the Products Leases Are Found to Be True Leases 14. Every appellate court that has considered the issue has held that only a

true lease qualifies as a lease under section 365. See In re PCH Associates, 804 F.2d 193, 198200 (2d Cir. 1986) (We interpret section 365(d)(3), (4) of the Bankruptcy Code to apply solely to a true or bona fide lease.); In re Pillowtex, Inc., 349 F.3d 711, 716 (3rd Cir. 2003); In re United Airlines, Inc., 416 F.3d 609, 612-614 (7th Cir. 2005) (only a true lease counts as a lease under 365); In re Moreggia & Sons, Inc., 852 F.2d 1179, 1182-1184 (9th Cir. 1988) (The distinction between a true lease and a financing transaction is based. . . not . . . upon the locus of title, the form of the transaction or the fact that the transaction is denominated as a lease. [For section 365 to apply] the substance of the agreement must properly fall within the scope of the type of agreement anticipated by Congress in enacting section 365.).

In re United Airlines, Inc., 416 F.3d 609, 612 (7th Cir. 2005).

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15.

In addition, this Court has already considered and decided the issue: The

determinative issue in this case is whether the Rental-Purchase Agreements are true leases triggering the provisions of 11 U.S.C. sec. 365. . . . if the agreements are true leases, the debtors may retain possession and use only by complying with Section 365 of the Bankruptcy Code. Mahoney, 153 B.R. at 176 (emphasis added). See also, In re Independence Village, Inc., 52 B.R. 715, 719 (Bankr. E.D. Mich. 1985) (this Court now finds, that such contracts are indeed poorly disguised security arrangements and not leases for purposes of section 365 of the Bankruptcy Code.) 16. Inexplicably, GECC ignores Mahoney and the appellate decisions that

concur with Mahoney and doesnt even attempt to distinguish these cases whose holdings indisputably defeat GECCs request for relief. 17. Instead, GECC spends much of its Motion discussing a debtors

obligations under section 365(d)(10) of the Bankruptcy Code and explaining that the purpose in enacting the section was to shift the burden of assumption or rejection from lessors to debtors.6 See Motion at pp. 6-9. Although GECCs analysis in this regard may perhaps be accurate, it is utterly irrelevant to whether Products must perform under section 365 absent a finding that the Leases are true leases. 18. Indeed, in three of the seven cases cited in GECCs Motion, the true

nature of the leases under which payment was sought was not at issue. Instead, each of those courts was considering the genesis and priority of a true lessors claims for unpaid rent. See In re Eastern Agri-Systems, Inc., 258 B.R. 352, 353 (Bankr. E.D. N.C. 2000); In re Russell Cave

GECC also discusses the priority of a lessors claim and argues that lessors are entitled to an administrative claim for unpaid rent regardless of whether the estate derives a benefit from the lessors property. See id. The Debtors dispute GECCs position; however, since this issue is not before the Court, the Debtors will not respond to GECCs extraneous argument.

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Co., Inc., 247 B.R. 656, 657-8 (Bankr. E.D. Ky. 2000); In re Brennick, 178 B.R. 305, 306-7 (Bankr. D. Mass. 1995). 19. In addition, in two of the seven cases cited in GECCs Motion, Edison and

Circuit-Wise, the courts holdings actually dictate denial of GECCs Motion. The Edison court unequivocally states: if I find that the transaction is, as titled by certain written agreements, a true lease, Debtor must timely perform under 365(d)(10). . . . Thus, as [debtor] contends, if the Lease Agreement constitutes a true lease, Debtor must perform its obligations thereunder until it is assumed or rejected. If, on the other hand, the Lease Agreement is found to be a security agreement as asserted by Debtor, then 365 does not apply. In re Edison Brothers Stores, Inc., 207 B.R. 801, 805-807 (Bankr. D. Del. 1997) (emphasis added). 20. The Circuit-Wise court is equally clear: the court holds that [lessor] is

not and will not be entitled to the protections of Section 365(d)(10) until and unless this court determines that the Lease is a true or bona fide lease. In re Circuit-Wise, Inc., 277 B.R. 460, 462 (D. Conn. 2002) (emphasis added). 21. Thus, GECC is left with Elder-Beerman and Mirant to support its claim

that it is entitled to performance under section 365 simply because the agreements at issue are labeled as leases. Each case, however, limits its holding to the specific facts before the court and neither set of facts is analogous here. Moreover, neither case can be reconciled with the host of cases across the country that have examined the true nature of a putative lease and have only required performance from a debtor under section 365 upon a finding that the lease is in fact a true lease. 22. In Elder-Beerman, the lessor filed a motion to compel payment and the

debtor responded with a complaint seeking to recharacterize the lease at issue. 201 B.R. at 760. 7
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The motion and complaint were consolidated and the putative lessor thereafter filed a motion seeking adequate protection during the pendency of the adversary proceeding. See id. Unlike Products, the debtor in Elder-Beerman did not make any post-petition payments to the putative lessor. See id. In addition, the agreement in question did not involve a sale/lease back

transaction as is the case here. See id. 23. Rather than focusing on the specific relief sought, i.e., protection for the

putative lessor, the court first acknowledges the settled state of the law: it is clear that if the transactions in question are not leases, but are instead security transactions, no obligations under this Code section [365] are due. Section 365(d)(10) by its own terms applies only to unexpired lease[s] of personal property. The court then reframes the issue of whether section 365 only applies to true leases (a question already answered in the affirmative by court after court, including the Elder-Beerman court itself as evident from the quote above) as whether a debtor may avoid its obligations under 365(d)(10) during the pendency of a challenge to the nature of the underlying transactions. Id. at 764. Reframing the issue, however, does not change the answer and the courts internally inconsistent logic is self-evident: if, as the Elder-Beerman court itself states, section 365(d)(10) only applies to true leases and therefore a debtor has no obligations absent a finding that the transactions in question are true leases, how then can a debtor avoid obligations that simply do not exist? 24. The court further contradicts itself by finding that in the limited

circumstances extant in this case, that is where the debtor is faced with agreements unambiguously titled as leases, the debtor may not circumvent the requirements of 365(d)(10) while challenging the nature of the agreements. Id. Again, there is no

requirement under section 365 if there is no true lease. Thus, in a leap that even Superman

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would envy, the Elder-Beerman court catapults over years of jurisprudence in which courts refused to elevate form over substance without even glancing down. 25. In the end, the Elder-Beerman court did not in fact require the debtor to

perform under the putative leases. Instead, the court required the debtor to make payments into an escrow account to protect the lessor in the event of conversion to chapter 7 or administrative insolvency because, unlike Products, the debtor had failed to make any payments to the lessor for the use of the property under the agreements. See id. at 764-5. Hence, ElderBeermans confused and internally contradictory analysis did not result in a holding that grants the relief GECC requests here. Its holding therefore provides no support for GECCs Motion. 26. As for Mirant, the seventh and final case cited by GECC, that court did

not engage in any meaningful analysis of the issue and instead simply relied on Elder-Beerman in requiring the debtor to perform under the agreements at issue prior to a finding that the agreements were true leases. 2004 LEXIS 1377, at *12-13. Moreover, Mirant is otherwise distinguishable. 27. First, Mirant was limited to its facts. See id., at *12. Second, the court

actually reviewed the agreements in question and found their provisions to be consistent with the provisions of a true lease. See id. Third, it appears that the putative lessor, if ultimately found to be a secured creditor, was either fully-secured or over-secured thus the Mirant estate would have been required to make the payments under the agreements and in the amounts set forth in the agreements regardless of the courts ruling on the true nature of the agreements. See id., at *13. 28. Here, the terms and provisions of the Products Leases themselves are

inconsistent with a finding that the agreements are true leases. See Complaint, 9-127. In addition, the highest value potentially obtainable for the equipment subject to the

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Products Leases (and obtainable exclusively from Products) is approximately $21 million, less than half of GECCs claims under the Leases, and the orderly liquidation value of the equipment is approximately $13.6 million. Thus, GECC will receive substantially less than it claims under the plan of reorganization (or during the pendency of the case as adequate protection for the use of its collateral) if the Court finds the Products Leases to be disguised financing transactions. 29. Furthermore, Products has already paid GECC nearly $9 million under the

Products Leases since the petition date and GECC (after it filed the Motion) has drawn an additional $3.952 million from letters of credit posted to secure the obligations under the Products Leases. 30. In sum, GECC has been paid approximately $13 million post-petition on

account of the Products Leases, an amount substantially equal to the orderly liquidation value of the equipment and substantially in excess of the forced liquidation value of the equipment (the relevant value for adequate protection purposes). In addition, GECC holds secured guarantees from Products parent and from a non-debtor affiliate of Products. GECC requires no further protection here. 31. Like Shakespeare, the law has proclaimed that a name or a label cannot

change substance: lease is [but] a label. . . . It is unlikely that the Code makes big economic effects turn on the parties choice of language rather than the substance of their transaction; why bother to distinguish transactions if these distinctions can be obliterated at the drafters will? United, 416 F.3d 609, 612. Like Romeo, the Court should not be persuaded otherwise. Products Is Current on Its Purported Rent Obligations Under the Products Leases and the Becker Lease 32. Pursuant to the Products Leases, Products is required to pay rent on a

quarterly basis. Pursuant to section 365(d)(10), if the Products Leases are true leases, Products 10
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obligations would commence after the 60-day breathing spell provided in the section. Thus, under section 365, Products would owe rent for each quarter after July 16, 2005. Three quarters have passed since that date and Products has paid three quarters of rent to GECC since the petition date. 33. GECC does not dispute that Products has paid it three quarters of rent

under the Products Leases since the petition date. Instead, GECC claims that because it received certain payments within the 60-day breathing spell, it is entitled to allocate those payments as it sees fit. GECC, of course, has decided to allocate the payments to rent accrued during the first 60 days of the case thus artificially creating a balance due under section 365(d)(10). GECCs continued gamesmanship should not be tolerated. 34. With respect to any tax reimbursement obligations, GECC sends the

invoices for these obligations to the plants where the relevant equipment is located rather than to Products corporate offices. This practice has caused substantial confusion and delay in

processing the invoices. GECC, however, claims it is unable to redirect the invoices to Products corporate offices. To remedy the problem, counsel for the parties agreed in December 2005 that all invoices for tax reimbursement claims would be sent to counsel for Products who would then forward the invoices for processing to Products corporate offices. 35. Since the last payment of approximately $253,000 in tax reimbursements,

counsel for Products has only received additional invoices totaling approximately $186,000 and that amount is being reconciled. 36. Finally, GECC has drawn approximately $3.952 million from letters of

credit posted to secure the obligations under the Products Leases since it filed its Motion. The Motion, however, only seeks payment of $1,769,930.50 in rent and $468,245.01 in tax

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reimbursements. Thus, even if the Products Leases are true leases and even if the amounts alleged are currently owed (and they are not) GECC has now been paid $1,714,133.30 in excess over the amount it seeks in the Motion. 37. As for the Becker Lease, under which GECC alleges it is owed $14,868.42

in rent and $24,575.14 in tax reimbursements, Products payment records indicate that Products is current in rent payments. Because Products is still investigating the true nature of the Becker Lease, it will continue in good faith and under a full reservation of rights to perform under the lease. As it has throughout this case, Products will work with GECC to reconcile the parties respective accounting under the Becker Lease and will promptly pay any amounts past due. CONCLUSION 38. Ignoring the weight of authority that crushes its request for relief (as

GECC does in its Motion) doesnt lessen the damage to its Motion, and deflecting the true issue before the Court (as GECC also does in its Motion) doesnt change the soundly settled answer to that issue. Products Complaint challenging the nature of the Products Leases is pending before the Court. Unless and until the Court rules in favor of GECC in that proceeding, Products has no obligations under section 365(d)(10) of the Bankruptcy Code and GECCs Motion must therefore be denied.

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Dated: May 5, 2006

KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Amy A. Hijjawi (IL 6201301) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 5th day of May, 2006, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Objection to Motion of General Electric Capital Corporation to Compel Payments Under Master Lease Agreements. Dated: May 5, 2006 /s/ Ray C. Schrock Ray C. Schrock

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CREDITOR NAME A Freeman Adrian City Hall Alice B Eaton Athens City Tax Collector Brendan G Best Bryan Clay Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Marshall City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer City Treasurer DaimlerChrysler DaimlerChrysler Daniella Saltz Danielle Kemp David H Freedman David Heller David Youngman DuPont Earle I Erman Erin M Casey Frank Gorman Gail Perry Ge Capital GE Polymerland George E Schulman Hal Novikoff Heather Sullivan James A Plemmons Jim Clough Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo K Schultz Kim Stagg Kimberly Davis Rodriguez Leigh Walzer Levine Fricke Inc M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Michael R Paslay Michael Stamer Michigan Department Of Mike O'Rourke

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Barb Neal The Mayor at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Maurice S Evans City Manager Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter

Bruce Tobiansky

Val Venable

Email afreeman@akingump.com cityofadrian@iw.net aeaton@stblaw.com finance@cityofathens.com bbest@dykema.com bryan_clay@ham.honda.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us Mevans@cityofmarshall.com roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com Ncowdrey@corunna-mi.gov kpm3@daimlerchrysler.com krk4@daimlerchrysler.com dsaltz@ford.com danielle.kemp@lw.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com bruce.d.tobiansky@usa.dupont.com eerman@ermanteicher.com ecasey@stblaw.com fgorman@honigman.com perry.gail@pbgc.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com HSNovikoff@wlrk.com hsullivan@unumprovident.com jplemmons@dickinson-wright.com jrc8@daimlerchrysler.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com greenj@millercanfield.com jdawson@quarles.com jss@sawyerglancy.com josef.athanas@lw.com joseph.delehant@sylvania.com jfischer@carsonfischer.com kcrumbo@kraftscpas.com kschultz@tmmna.com kim.stagg@nmm.nissan-usa.com krodriguez@gosrr.com lwalzer@angelogordon.com veronica.fennie@lfr.com mcrosby@akingump.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov Michael.Orourke@colaik.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Mike Paslay Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Nick Shah Nina Rosete Paul Hoffman Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Peter Schmidt Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company R Aurand R J Sidman Ralph E McDowell Ray C Schrock Rick Feinstein Ricoh Canada Inc Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle Sean P Corcoran Sheryl Toby Stark County Treasurer State Of Michigan

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Sara Eagle & Gail Perry Sara Eagle & Gail Perry

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Email mike.paslay@wallerlaw.com info@electionsquebec.qc.ca mied@dor.mo.gov maire@st-zotique.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com phoffman@bofasecurities.com eagle.sara@pbgc.gov efile@pbgc.gov pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com WDKinley@aol.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com rschrock@kirkland.com rick.feinstein@ubs.com legal@ricoh.ca rdiehl@bodmanllp.com rweiss@honigman.com leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com sean.p.corcoran@delphi.com stoby@dykema.com sjbolek@co.stark.oh.us deq-ead-env-assist@michigan.gov

Jim Cambio Of Ingersoll Joseph T. Deters

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treasReg@michigan.gov shuttkimberlyj@michigan.gov steve.e.spence@usdoj.gov laplante@millercanfield.com tpryce@ford.com jcambio@tax.ri.gov elantz@town.ingersoll.on.ca radom@butzel.com treasurer@tos.state.oh.us tsherick@honigman.com Frank.Chaffiotte@cit.com e-rental@ur.com msaintdenis@ville.farnham.qc.ca blanderson@eastman.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of Sterling Heights City Of Stockton Colbond Inc Dayton Bag & Burlap Co Dow Chemical Co Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Office of Finance of Los Angeles Orlando Corporation Pension Benefit Guaranty Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan Teknor Financial Corporation TG North America Town Of Lincoln Finance Office Unique Fabricating Inc Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging CREDITOR NOTICE NAME John Livingston Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities James P Bulhinger City Treasurer Economic Development Don Brown Jeff Rutter David Brasseur Todd McCallum Law Dept Bill Weeks Lilia Roman Bankruptcy Auditor Sara Eagle & Gail Perry Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Linda King Bruce B Galletly Raymond Soucie Tom Tekieke General Fax Terry Nardone Adriana Avila FAX 248-852-6074 217-356-5469 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 586-276-4077 209-937-5099 828-665-5005 937-258-0029 989-638-9852 248-430-0134 281-588-4606 770-258-3901 502-564-3875 630-595-0336 517-663-2714 213-368-7076 905-677-1851 202-326-4112 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 517-241-8077 401-725-5160 248-280-2110 401-333-3648 248-853-8422 519-944-7748 586-755-8988 586-939-4216

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Basell USA Inc Basf Corporation Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp DuPont Dykema Gossett PLLC ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Foley & Lardner LLP Freudenberg Nok Inc Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye Harford County Revenue Highwoods Forsyth Lp Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Industrial Development Board

CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin Mike Keith Jim Frick Charlie Burrill Thomas B Radom Attn Receiver General International Tax Service Ohio Income Tax City Building Canton Income Tax Dept Wastewater Labroratory

Mary Ellen Hinckle Dept Of Building And Safety City Attorneys Office Tax Department Water Department Port Huron Police Department Barbara J Walker Stacy Fox Susan F Herr Ronald Rose & Brendan Best Gary Torke William Stiefel Judy O'Neill & Erin Toomey

ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 7925 Kingsland Dr 1609 Biddle Ave 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy DuPont Legal D 7156 400 Renaissance Center 4611 North 32nd St 1084 Doris Rd One Detroit Center 47690 E Anchor Ct PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 220 South Main St Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 PO Box 4660

ADDRESS2

File 54563

1007 N Market St

CITY Sidney New York Greenville Athens Raleigh Wyandotte Bloomfield Hills Sudbury Ottawa Plymouth Barberton Barberton Canton Dover Dover Evart Fullerton Havre De Grace Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron St Charles Troy Wilmington Detroit Milwaukee

STATE OH NY SC TN NC MI MI ON ON MI OH OH OH NH NH MI CA MD CA AZ NC MI MI MI MO MI DE MI WI MI MI MI GA NC GA PA PA NC MD TN NC OH IN IN AL

ZIP 453658977 10022 29606 37371-0849 27613-4203 48192 48304 P3A 5C2 K1A 1B1 48170-4394 44203 44203-2584 44711-9951 03820 03820-0818 49631 92632 21078 90012 85003 27573 49085-1355 48895 48060 63301 48083 19898 48243 53209-6023 48326-2613 48226 48170 30348-5499 28289-0691 30374 15264-0387 15264 28260 21014 37203-5223 27604 43617 46204-2253 46207-7218 36103-4660

COUNTRY

Canada Canada

Auburn Hills 500 Woodward Ave Ste 2700 Detroit Plymouth Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Bel Air 2120 West End Ave Ste 100 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Montgomery

Director's Office for Taxpayer Services Division

co Highwoods Properties Llc co Highwoods Properties Llc co Rudolph libbe Properties

of the City of Montgomery

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer Janesville Products Keith Milligan Latham & Watkins LLP Lear Corp Manpower Meridian Park Ministre Du Revenu Du Quebec Municipality Of Port Hope North Loop Partners Ltd PolyOne Corp Prestige Property Tax Special Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp Receiver General For Canada Receiver General For Canada Receiver General for Canada Receiver General For Canada Receiver General for Canada Revenue Canada Securities and Exchange Commission Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd The Town Of Pageland Tom Heck Truck Service Town Of Farmington Town Of Farmville Town Of Gananoque Town Of Old Fort Town Of Pageland

CREDITOR NOTICE NAME

SBSE Insolvency Unit Tim Gorman Laura Kelly David Heller Josef Athanas & Danielle Kemp C Garland Waller

co Beer Wells Real Estate Woody Ban

ADDRESS1 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346 2700 Patterson Ave 3745 C Us Hwy 80 W Sears Tower Ste 5800 21557 Telegraph Rd 30800 Northwestern Hwy 2707 Meridian Dr 3800 Marly PO Box 117 PO Box 3449 33587 Walker Rd 1025 King St East 678 Princeton Blvd Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk

ADDRESS2

233 S Wacker Dr

PO Box 6529

CITY Grand Rapids Durham Richmond Hill Detroit Chicago Houston Grand Rapids Phenix Chicago Southfield Farmington Hills Greenville Ste Foy Port Hope Longview Avon Lake Cambridge Lowell New York New York Tyngsboro Ottawa Ottawa Dorval Belleville Dorval Ottawa Chicago New York Montgomery Lansing Lansing Detroit Lansing Lansing Lansing Detroit Southfield Hickory Fresno Trenton Pageland Urbana Farmington Farmville Gananoque Old Fort Pageland

STATE MI NC ON MI IL TX MI AL IL MI MI NC QC ON TX OH ON MA NY NY MA ON ON QC ON QC ON IL NY AL MI MI MI MI MI MI MI MI NC CA ON SC IL NH NC ON NC SC

ZIP 49501 27702-1807 L4B 1L7 48232 60605-1725 77210 49546 36870 60606 48034 48334 27834 G1X 4A5 L1A 3V9 75606 44012 N3H 3P5 01851 10249 10020-1605 01879-2710 K1A 1B1 K1P 6K1 H4Y 1G7 K8N 2S3 H4Y 1G7 K1A 9Z9 60604 10017-3954 36104 48909 48909 48277-0833 48909 48918-0001 48909-8244 48226 48075 28602 937151192 K8V 5R1 29728 61802 03835 27828-1621 K7G 2T6 28762 29728

COUNTRY

Canada

Canada Canada

Canada

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd Industry Canada Als Financial Postal Station D Box 2330 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Midwest Regional Office 175 W Jackson Blvd Ste 90 Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Department Of Revenue Dept Of Commerce & Nat Res PO Box 30004 Matthew Rick Asst Attorney General PO Box 30754 State Of Michigan Mc Dept 77833 State Secondary Complex 7150 Harris Dr PO Box 30015 430 W Allegan St Jennifer Nelles US Trustee First Plaza County Of Fresno Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 126 North Pearl St 1306 E Triumph Dr 356 Main St 115 West Church St 30 King St East PO Box 520 PO Box 67

875 Heron Rd

Canada Canada Canada Canada Canada Canada

50 N Ripley St

PO Box 30744

PO Box 2228

Canada

PO Box 67

Farmville Downtown Partnership

PO Box 100

Canada

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Town Of Troy Tr Associates Treasurer City Of Detroit Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vespera Lowell Llc Village Of Holmesville Village Of Rantoul Visteon Climate Control W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

CREDITOR NOTICE NAME Fsia Inc

Randy Lueth Attn Civil Division Jerry Dittrich Blue Point Capital Bpv Lowell LLC

ADDRESS1 315 North Main St 200 E Big Beaver PO Box 33525 7201 W Friendly Ave 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd 333 S Tanner One Village Center Dr

ADDRESS2

CITY Troy Troy Detroit Greensboro Warren

STATE NC MI MI NC MI MI MI CT OH IL MI NC NY MI

ZIP 27371 48083 48232 27410-6237 48089-3171 48226 48326-2356 06830 44633 61866 48111 28262-2337 10019 48025

COUNTRY

Detroit Auburn Hills Greenwichn PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township Charlotte New York Bingham Farms

co Lincoln Harris Llc Hal Novikoff

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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