UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

In re: COLLINS & AIKMAN CORPORATION. et al.,

Chapter 11 Case No. 05-55927-SWR Jointly Administered Hon. Steven W. Rhodes /

Debtors.

OBJECTION OF VALIANT TOOL & MOLD, INC., TO THE DEBTORS MOTION FOR ENTRY OF ORDERS APPROVING SALE OF CERTAIN OF THE ASSETS OF THE DEBTORS INTERIORS PLASCTICS GROUP FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, AND RELATED RELIEF Valiant Tool & Mold, Inc., (Valiant) hereby objects to entry of an order approving sale of certain of the assets of the Debtors Interiors Plastics Group Free and Clear of Liens, Claims, Encumbrances and Interests, and Related Relief (the Sale Motion), and in support of its objection states as follows: BACKGROUND AND PROCEDURAL HISTORY 1. On May 17, 2005 (Petition Date), Collins & Aikman Corporation and its debtor

subsidiaries (Debtors) filed their voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code 1101, et. seq. (Bankruptcy Code). 2. Debtors are operating their businesses and managing their properties as debtors-

in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 cases. 3. This Court has jurisdiction pursuant to 28 U.S.C. 157 and 1334. This is a core

proceeding pursuant to 28 U.S.C. 157(b)(2).

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On or about April 2, 2007, the Debtors submitted the Sale Motion. The deadline

to object to the Sale Motion was extended to May 11, 2007. 5. Valiant is a party to purchase orders with certain of the Debtors in the above-

captioned case, for the ongoing production of tooling for Debtors. 6. subsidiaries. 7. Currently pending in the Superior Court of Justice, in Windsor, Ontario, Canada, Valiant is not only a creditor of Debtors but also of certain of Debtors Canadian

is an action by Valiant against Collins & Aikman Automotive Canada Company (C&A Canada), a non-debtor entity, with court file number 06 CV 8313 CM (the Canadian Proceeding). In the Canadian Proceeding, Valiant is seeking damages in the amount of $1,527,566.23 plus interest (the C&A Indebtedness). 8. Because neither the Debtors nor C&A Canada would admit liability for the C&A

Indebtedness, Valiant also filed a secured claim in the Debtors chapter 11 bankruptcy for the C&A Indebtedness. The C&A Indebtedness is secured by certain tools and equipment (the Valiant Assets) by the Michigan Moldbuilders Lien Act and/or Canadian law. The ultimate customer for the tools and equipment was Honda Of America Mfg., Inc. (Honda) 9. On or about December 12, 2006, Debtors filed a Notice of Sale of de Minimis

Assets to Honda (the Notice). The equipment and/or tooling subject to the Notice appeared to be assets in which Valiant claimed a lien. As such, Valiant objected to the sale of its collateral until any lien issues could be resolved. Based on that objection, Debtors withdrew the Notice. See attached Exhibit A. Valiant was advised that Debtors would not sell the tools and equipment subject to the notice to Honda absent Valiants consent or further court order. See attached email, Exhibit B.

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Upon information and belief, either the Debtors or C&A Canada subsequently

transferred the assets subject to the Notice to Honda without seeking further court approval. In addition, upon information and belief, either Debtors and/or C&A Canada transferred all other Valiant Assets to Honda. To date, Valiant has been unable to confirm this transfer, including who made the transfer and on what terms. 11. The Sale Motion contemplates approval of an Asset Purchase Agreement (the

APA) by and among Cadence Innovation LLC as purchaser (the Purchaser), and certain of the Debtors. The APA contemplates a sale of certain of the assets of the Debtors interior plastics division (the Sale) and an assumption of certain of the Debtors contracts associated with the interiors plastics division. 12. In addition, upon information and belief, the Sale Motion contemplates that the

Debtors will cause their non-debtor Canadian subsidiaries to sell certain of the Canadian assets without paying the creditors of the Canadian subsidiaries. 13. Furthermore, the Canadian assets are included in the definition of Purchased

Assets under the APA. The proposed sale order (the Sale Order) contemplates that all entities will be enjoined from pursuing the Purchaser or the Purchased Assets in connection with their claims against the Canadian subsidiaries. 14. Upon information and belief, the ongoing purchase orders between Valiant and

the Debtors are intended to be transferred to Purchaser in connection with the Sale. Valiant, however, has received conflicting notices in connection with the sale. 15. Attached as Exhibit C is a notice that Valiant received regarding purchase orders

that Debtors seek to assume and assign to Purchaser. That notice does not include the following purchase orders which are currently in process: 66477, 66510, 66569, 66568, 66567, 66582,

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66584, 65593, 64979, 65934, 66151, 64331, 65934, 62001, 62285, 61299, 85466, 403540, 401490, 404332, 404723 and 402485. The notice lists all the cure amounts as $0, despite that some of these contracts have past due amounts currently owing.. 16. Valiant also received a conflicting notice of clerical error attached as Exhibit D.

That notice lists some of the same contracts that are in Exhibit C, but instead notes that those contracts had been mistakenly listed as executory contracts that could be assumed. 17. Finally, Valiant received a notice of clerical error regarding a confidentiality and

non-disclosure agreement that Valiant is unaware of. OBJECTIONS TO THE PLAN 18. With respect to ongoing tooling purchase orders with the Debtors, Valiant

conditionally objects to the Sale Motion because it is currently unclear under the Sale Motion and subsequent notices which of the ongoing purchase orders are being transferred to the Purchaser in connection with the Sale. It is also unclear whether Valiant deems such contracts to be executory contracts. As such, Valiant reserves its rights to object to the Sale pending further information regarding what contracts are being transferred. 19. Valiant further objects to the transfer of the open tooling orders to the extent the

Purchaser is not assuming the obligations under the purchase orders, including the past due cure amounts. In addition, Valiant reserves the right to amend this objection once Valiant determines the actual cure amounts under the contracts that Debtors ultimately determine to assume. 20. Valiant further objects to the Sale Motion because Valiant has not been provided

with adequate assurance of future performance by Cadence or the Debtor as required by U.S.C. 365(f)(2)(B). Valiant is entitled to determine whether an assignee to the purchase orders is in fact credit worthy.

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With respect to Valiants claim against C&A Canada, Valiant objects to the Sale

to the extent the Sale Order seeks to enjoin Valiant from taking an action against the Purchased Assets or the Purchaser. The relief that Debtors seek in the Sale Order affecting Canadian assets, is beyond the scope of jurisdiction of a United States bankruptcy court. 22. Valiant further objects to the sale of the C&A Canada assets to the extent that the

sale proceeds are not being utilized to pay C&A Canada creditors, but rather will be distributed to C&A Canadas parent corporation, the Debtors in these proceedings. If in fact the sale proceeds will be transferred directly to C&A Canada, the proceeds should be frozen for the benefit of C&A Canada creditors. 23. Finally, it is unclear whether the Valiant Assets are subject to this Sale. Upon

information and belief, Debtors and/or C&A Canada may have already sold the assets subject to Valiants liens to a third-party. Given the uncertainty regarding what is being sold in this case, Valiant would like documentation regarding the status of the Valiant Assets, including, without limitation, who held title to the assets, whether and in what manner they were transferred to Honda, and what the consideration was for the transfer. Valiant further reserves its right to object to the Sale Motion if in fact the Valiant Assets will be included in the Sale. WHEREFORE, for the reasons stated above, Valiant respectfully requests that this Court deny the Sale Motion, require that the Debtors make more specific disclosures regarding what is being sold, and grant such further relief as is equitable and just.

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Dated: May 11, 2007

KERR, RUSSELL AND WEBER, PLC

/s/ Laura J. Eisele Laura J. Eisele (P42949) Attys. for Valiant Tool & Mold, Inc. 500 Woodward Avenue, Suite 2500 Detroit, MI 48226 (313) 961-0200

By:

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