UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

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IN RE:

) ) COLLINS & AIKMAN CORPORATION, et al., ) ) Debtors. ) / )

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

LIMITED OBJECTION OF H.S. DIE & ENGINEERING, INC. TO DEBTORS MOTION FOR INTERIM AND FINAL ORDERS APPROVING CUSTOMER AGREEMENT AMONG THE DEBTORS, THEIR PRINCIPAL CUSTOMERS AND JPMORGAN CHASE BANK, N.A. AND RELATED RELIEF

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 Objection to Debtors Motion for Interim and Final Orders Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief (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).

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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.1 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 Debtors Motion). 4. The Debtors Motion seeks 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., and JPMorgan Chase Bank, in its capacity as agent to the preand post-petition senior, secured lenders. 5. According to the Motion, the Customer Agreement provides a

framework to facilitate the orderly sale of a majority of the Debtors businesses and confirmation of a Chapter 11 Plan, which will be supported by the Customers and the Agents. 6. The Customer Agreement requires, and the Debtors Motion requests

entry of, a final Approval Order, which would provide, among other things, that, with the exception of Unpaid Tooling or Supplier Tooling, the Customers own, 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).

Capitalized terms not otherwise defined in this Objection shall have the meanings given to them in the Debtors Motion, as defined in paragraph 3 of this Objection.

7.

H.S. Die does not object to the Debtors Motion or the approval of the

Customer Agreement, in general. 8. However, H.S. Die has produced, or is 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 Debtors Motion and/or the Customer Agreement to the extent the Customer has paid the Debtors for the H.S. Die Tooling. 9. To the extent the Debtors 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.. 10. Although H.S. Die presumes 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 be argued as having that result. 11. Therefore, H.S. Die objects to the entry of the Final Order requested by

the Debtors Motion and the entry of any Final Order approving the Customer Agreement to the extent that such order does not clarify that the Customer Agreement is without prejudice to or impact on any lien or other rights of H.S. Die against the H.S. Die Tooling, regardless of how such H.S. Die Tooling is defined in the Customer Agreement or the Debtors Motion.

WHEREFORE, for the reasons set forth in this Limited Objection, H.S. Die respectfully requests that this Court (a) enter its Order approving the Customer Agreement, but with language clarifying that the approval of the Customer Agreement and the entry of such order is without prejudice to or impact on any lien or other rights of H.S. Die against the H.S. Die Tooling or (b) deny entry of the final Order requested by the Debtors Motion until such time as language protecting H.S. Dies lien rights is included, and (c) 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.

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

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