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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 (SWR) (Jointly Administered) Honorable Steven W. Rhodes

LIMITED, PROTECTIVE OBJECTION OF H.S. DIE & ENGINEERING, INC. TO FIRST AMENDED JOINT PLAN OF COLLINS & AIKMAN CORPORATION AND ITS DEBTOR SUBSIDIARIES

H.S. Die & Engineering, Inc., on behalf of itself and any and all of its subsidiaries including, but not limited to, H.S. Die Rantoul Mold Service, L.L.C. (collectively, H.S. Die), through its counsel, Miller Johnson, for its Limited, Protective Objection to the First Amended Joint Plan of Collins & Aikman Corporation and its Debtor Subsidiaries (this Objection), states as follows: 1. On May 17, 2005 (the Petition Date), the Debtors filed their The Debtors

voluntary petitions for relief under chapter 11 of the Bankruptcy Code.

continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, this Court entered an order jointly administering these cases pursuant to Bankruptcy Rule 1015(b). 2. H.S. Die manufactures and repairs tooling and dies and serves as a

supplier of tooling to the Debtors in connection with the Debtors work for its customers, including, but not limited to, the Customers (as defined below).

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3.

On or about December 12, 2006, the Debtors filed their Motion for

Interim and Final Orders Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief (the Customer Agreement Motion). 4. The Customer Agreement Motion sought Court approval of an

agreement (the Customer Agreement) between the Debtors, the Debtors major customers, including DaimlerChrysler Corporation, Ford Motor Company, General Motors Corporation and Auto Alliance International, Inc. (collectively, the Customers), and JPMorgan Chase Bank, in its capacity as agent to the pre- and post-petition senior, secured lenders. 5. The Customer Agreement provided, among other things, that, with the

exception of Unpaid Tooling or Supplier Tooling, the Customers owned, free and clear of all liens, claims or encumbrances, all other tooling used in the production of their respective component parts (defined by the Customer Agreement as Customer Tooling). 6. H.S. Die filed a limited objection to the Customer Agreement Motion

seeking certain clarifications related to lien rights claimed by H.S. Die against certain tooling. 7. The basis for H.S. Dies limited objection was that H.S. Die had

produced, or was in the process of producing, certain tooling for the Debtors (the H.S. Die Tooling), some of which may be considered Customer Tooling under the terms of the Customer Agreement to the extent the Customer had paid the Debtors for the H.S. Die Tooling. To the extent the Debtors had/have not paid H.S. Die for the H.S. Die Tooling, H.S. Die claims a lien on such H.S. Die Tooling for amounts owed pursuant to either the Michigan Mold Lien Act, MCL 445.611, et. seq., the Michigan Special Tools Lien Act,

MCL 570.541, et. seq., or the Illinois Tool and Die Lien Act, 770 ILCS 105/0.01, et. seq. Although H.S. Die presumed that the parties to the Customer Agreement did not intend the Customer Agreement to impact H.S. Dies lien rights in the H.S. Die Tooling (to the extent the Debtors, any of the Customers, the Agent or any other party-in-interest seeks to avoid H.S. Dies lien rights against the H.S. Die Tooling, such rights can only be avoided after affording H.S. Die due process by filing an adversary proceeding against it seeking to avoid such lien rights), the language of the Customer Agreement and the proposed final Approval Order could have been argued as having that result. 8. In response to H.S. Dies Limited Objection, the parties agreed to the

inclusion of the following language at paragraph 11 of this Courts January 11, 2007 Final Order Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief (the Customer Agreement Order), a copy of which is attached as Exhibit A: Notwithstanding anything to the contrary herein, amounts that the Debtors have received or receive in the future from Customers for Customer Tooling, Unpaid Tooling and Supplier Tooling (each as defined in the Customer Agreement) that H.S. Die & Engineering, Inc. (with its affiliates and subsidiaries, H.S. Die) has produced, repaired or modified pursuant to engineering changes or otherwise, or is in the process of producing, repairing or modifying pursuant to engineering changes or otherwise (collectively, the H.S. Die Tooling) shall be deemed to be segregated (the H.S. Die Deemed Segregated Proceeds) and all liens, claims and encumbrances of H.S. Die on the H.S. Die Tooling shall attached to the H.S. Die Deemed Segregated Proceeds with the same, validity, extent and priority as H.S. Dies liens, claims and encumbrances in the H.S. Die Tooling immediately prior to such sale or transfer as if the H.S. Die Deemed Segregated Proceeds were the H.S. Die Tooling, subject to all rights, claims and defenses of the Debtors, the Customers, the prepetition and postpetition senior, secured lenders and other parties-in-interest. The Debtors shall pay H.S. Die postpetition amounts for the H.S. Die Tooling in the ordinary course of business in accordance with the Debtors contractual obligations to H.S. Die.

9.

On or about January 24, 2007, the Debtors filed their First Amended

Joint Plan of Collins & Aikman Corporation and its Debtor Subsidiaries (the Plan) and Amended Disclosure Statement for the First Amended Joint Plan of Collins & Aikman Corporation and its Debtor Subsidiaries (the Disclosure Statement). 10. Based on H.S. Dies review of the Plan, Disclosure Statement and

related financial information/projections, it is not clear whether the H.S. Die Deemed Segregated Proceeds are being, and shall continue to be, segregated by the Debtors in accordance with the Customer Agreement Order. Although the Plan references the Debtors obligations under the Customer Agreement at various points, it does not reaffirm the Debtors obligations to H.S. Die under the Customer Agreement or Customer Agreement Order, nor does it specifically require the Debtors to continue segregating H.S. Die Deemed Segregated Proceeds in accordance with the Customer Agreement Order. 11. Because H.S. Die is still owed a substantial receivable related to

production, repair or modification of H.S. Die Tooling, it is critical that the Debtors continue to maintain their obligations to H.S. Die under the Customer Agreement Order. 11. As a result and although H.S. Die does not take a position in support of

or against the Plan at this time, H.S. Die files this Objection in order to obtain clarification that it is the Debtors intent that they continue to be bound by their obligations to H.S. Die and otherwise under paragraph 11 of the Customer Agreement Order pursuant to the Plan. WHEREFORE, for the reasons set forth in this Limited, Protective Objection, H.S. Die respectfully requests that any Order entered by this Court confirming the Plan, contain language (or require that the Plan as confirmed contains language) clarifying that (a) the Debtors obligations to H.S. Die under the Customer Agreement and Customer Agreement

Order shall continue, unchanged by the Plan or any subsequent confirmation or implementation of the Plan, and (b) confirmation of the Plan is without prejudice to or impact on any lien or other rights of H.S. Die against the H.S. Die Tooling. Alternatively, H.S. Die respectfully requests that this Court deny confirmation of the Plan until such time as such language protecting H.S. Dies rights is included or grant such other, further or different relief as this Court in its discretion determines is just and appropriate under the circumstances. Respectfully submitted,
MILLER JOHNSON Counsel to H.S. Die & Engineering, Inc.

Dated: May 7, 2007

By:

/s/Robert D. Wolford Thomas P. Sarb (P27520) ecfsarbt@millerjohnson.com Robert D. Wolford (P62595) ecfwolfordr@millerjohnson.com Business Address: 250 Monroe Avenue, N.W., Suite 800 Grand Rapids, Michigan 49503 Telephone: (616) 831-1700

GR_DOCS 1181442v1

Exhibit A

IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et aU Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

FINAL ORDER APPROVING CUSTOMER AGREEMENT AMONG THE DEBTORS, THEIR PRINCIPAL CUSTOMERS AND JPMORGAN CHASE BANK, N.A. AND RELATED RELIEF Upon the motion (the "Motion")2 of the above-captioned debtors (collectively, the "Debtors") for interim and final orders approving the Customer Agreement and related relief [Docket No. 3720]; it appearing that the relief requested is in the best interests of the Debtors' estates; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and the Motion in this District is proper pursuant to
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. (file/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. (&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; CoHins & 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; CoHins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; CoHins & 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; CoHins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aifcman 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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

28 U.S.C. 1408 and 1409; it appearing that notice of the Motion and the opportunity for ahearing on the Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. 3. 4. The Motion is granted on a final basis as set forth herein. The Customer Agreement and all agreements attached thereto are approved. The Access Agreement is approved. The Debtors are authorized to obtain the financing under the Customer Agreement

under section 364(b) of the Bankruptcy Code. 5. The financing provided by the Customers under the Customer Agreement shall be

entitled to the full protection of section 364(e) of the Bankruptcy Code. 6. Any inventory purchased by a Customer pursuant to the Customer Agreement shall

be sold free and clear of all Hens, claims and encumbrances, pursuant to section 363(f) of the Bankruptcy Code, with all such liens, claims and encumbrances attaching only to the sale proceeds in the same validity, extent and priority as immediately prior to the transaction, subject to any rights, claims and defenses of the Debtors and other parties in interest. 7. Excluding Unpaid Tooling (as defined in the Customer Agreement) and

Supplier Tooling (as defined in the Customer Agreement), the Customers own, free and clear of all Hens, claims and encumbrances all tooling, dies, test and assembly figures, gauges, jigs, patterns, casting patterns, cavities, molds and documentation including engineering specifications, test reports, PPAP books and production sheets (collectively, the "Customer Tooling") used in the production of their respective component parts.

8.

The Customers shall have the right to immediate possession of the Customer Tooling

(as defined in the Customer Agreement) and Unpaid Tooling used at any Unsold Plastics Plants (as defined in the Customer Agreement), or immediately upon obtaining the right to resource the parts produced using the Customer Tooling and Unpaid Tooling at any of the other plants, in each case, without further order of the Court or payment by the Customers of any kind; provided that in the case of Unpaid Tooling, (a) the Customer has paid to the Supplier all undisputed amounts of the relevant tooling purchase order, (b) the Supplier reserves any claim or right to payment for the disputed amounts against the respective Customer (but may not withhold delivery of possession of the Unpaid Tooling to such Customer pending such payment) and (c) in the event such disputed claim or right to payment is not resolved and paid within 30 days after any Unpaid Tooling has been delivered to a Customer, the Supplier may require by notice to such Customer that the parties enter into non-binding mediation to attempt to resolve the dispute; provided further that, notwithstanding clause (c) above, the Supplier may file an action in the Court or other court of competent jurisdiction to prosecute its claim for the disputed amounts. 9. Pursuant to the Customer Agreement, the Customers shall have an option to purchase

at the Debtors' cost all Supplier Tooling free and clear of all liens, claims and encumbrances, with all such liens, claims and encumbrances attaching only to the sale proceeds in the same validity, extent and priority as immediately prior to the transaction, subject to any rights, claims and defenses of the Debtors and other parties in interest, without further order of the Court and upon payment take immediate possession of the Supplier Tooling. 10. Notwithstanding anything to the contrary herein, the Debtors shall reserve an amount

of $149,000 (the "D&F Reserve") on behalf of the tool fixtures supplied to the Debtors by D&F Corporation ("D&F") that are sold or otherwise transferred to a Customer pursuant to the

Customer Agreement, and any lien, claim and encumbrance of D&F with respect to such tool fixtures shall attach to the D&F Reserve in the same validity, extent and priority as immediately prior to such sale or transfer, subject to any rights, claims and defenses of the Debtors and other parties in interest. 11. Notwithstanding anything to the contrary herein, amounts that the Debtors have

received or receive in the future from Customers for Customer Tooling, Unpaid Tooling and Supplier Tooling (each as defined in the Customer Agreement) that H.S. Die & Engineering, Inc. (with its affiliates and subsidiaries, "H.S, Die") has produced, repaired, or modified pursuant to engineering changes or otherwise, or is in the process of producing, repairing, or modifying pursuant to engineering changes or otherwise (collectively, the "H.S. Die Tooling") shall be deemed to be segregated (the "H.S. Die Deemed Segregated Proceeds") and all liens, claims and encumbrances of H.S. Die on the H.S. Die Tooling shall attach to the H.S. Die Deemed Segregated Proceeds with the same validity, extent and priority as H.S. Die's liens, claims and encumbrances in the H.S. Die Tooling immediately prior to such sale or transfer as if the H.S. Die Deemed Segregated Proceeds were the H.S. Die Tooling, subject to all rights, claims and defenses of the Debtors, the Customers, the prepetition and postpetition senior, secured lenders and other parties in interest. The Debtors shall pay H.S. Die postpetition amounts for the H.S. Die Tooling in the ordinary course of business in accordance with the Debtors' contractual obligations to H.S. Die. 12. The Stipulation between the State of New Hampshire Department of Environmental

Services and Collins & Aikman Corporation and Its Affiliated Debtors Resolving the State's Objection to the Debtors' Motion to Approve the Customer Agreement [Docket No. 3878] is approved.

13.

The parties agree that the Customer Agreement is not intended to, nor shall it,

prejudice or otherwise compromise the ability of Brown Corporation ("Brown") to object to any assignment of third party supply arrangements to which Brown is a party. 14. The Debtors shall be deemed to have segregated and hold $800,000 (the

"Brown Fund") for amounts allegedly owed to Brown and Brown, the Debtors and other parties in interest each preserve any and all rights to advance arguments concerning the validity, extent and priority of, or lack thereof, any lien rights that Brown may have with respect to the Brown Tooling (as defined in the objection filed by Brown to the Motion) relating to GM production, with the Brown Fund effectively replacing the Brown Tooling. In no event shall the Brown Fund be deemed the Debtors' property until Brown's lien rights are determined. 15. This order is not intended to, nor shall it, prejudice or otherwise compromise any

parties' rights with respect to the Brown Tooling relating to DCC or Ford production, if any., which rights shall be addressed by further order of the Court without need for further motion by any party. 16. Notwithstanding anything to the contrary herein, the Debtors shall be deemed to have

segregated and hold an amount of $853,100 (the "Active Fund") for amounts allegedly owed to Active Mould & Design Ltd. a/k/a Active Burgess ("Active") on behalf of the tool fixtures supplied to the Debtors by Active that are sold or otherwise transferred to a Customer pursuant to the Customer Agreement, and any lien, claim and encumbrance of Active with respect to such tool fixtures shall attach to the Active Fund in the same validity, extent and priority as immediately prior to such sale or transfer, subject to any rights, claims and defenses of the Debtors and other parties in interest. 17. The Debtors are authorized to take all other actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

18. upon its entry. 19.

The terms and conditions of this Order shall be immediately effective and enforceable

The Court retains jurisdiction with respect to all matters arising from or related to the

implementation of this Order.

Signed on January 11,2007 /s/ Steven Rhodes Steven Rhodes Chief Bankruptcy Judge

1.

20.