10000027372

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN 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
Hearing Date: July 9, 2007 at 2:00 p.m. Objection Deadline: July 3, 2007 at 4:00 p.m.
DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING SETTLEMENT, INSURANCE POLICY PURCHASE AGREEMENT AND RELEASES The above-captioned debtors (collectively, the Debtors or C&A) hereby move the Court (this Motion) for the entry of an order (the Order), substantially in the form of Exhibit A (i) approving the Settlement and Insurance Policy Purchase Agreement and Release (the Agreement) between C&A and Hartford Accident and Indemnity Company (Hartford);2 (ii) authorizing C&A to sell to Hartford certain alleged insurance policies (the Buyout
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. A form of proposed order is attached to this Motion as Exhibit A, and a copy of the Agreement is attached to this Motion as Exhibit B.
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0555927070622000000000001
Policies) pursuant to the terms of the Agreement, free and clear of all Interests; and (iii) approving the Agreement in all respects. In support of the Motion, C&A states as follows: Jurisdiction 1. This Court has jurisdiction over this matter under 28 U.S.C. 1334. This matter
is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105 and 363 of the
Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code) and Rules 2002, 6004, 9014 and 9019 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions
for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Bankruptcy Rule 1015(b). 5. On May 24, 2005, the United States trustee appointed an official committee of
unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. On January 24, 2007, the Debtors filed the First Amended Joint Plan of Collins & On
Aikman Corporation and Its Debtor Subsidiaries [Docket No. 3976] (the Plan).
January 26, 2007, the Court entered an order approving the Debtors amended disclosure statement related to the Plan [Docket No. 3988]. Pursuant to this order, the Debtors commenced the solicitation process in connection with the Plan. The Plan is supported by the unofficial steering committee for the Debtors senior, secured prepetition lenders, the Committee and the 2
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Debtors major customers. The Court has scheduled a hearing on confirmation of the Plan for July 12, 2007. 7. Under the Plan, general unsecured creditors who do not have the benefit of
insurance coverage are entitled solely to distributions from the Litigation Trust to be established pursuant to the Plan. Such distributions are expected to represent substantially less than a full recovery on the allowed amount of the claims of general unsecured creditors. 8. Historically, C&A has been the subject of a small number of Tort Claims.
Indeed, since 1980, C&A has paid approximately $4 million in total to settle such claims. The Tort Claims are subject to the substantial amount of insurance coverage maintained by C&A approximately $692 million in unexhausted solvent primary and excess policy limits. 9. To streamline the coverage process, in August 1999, C&A and certain of its
primary insurers (the Certain Insurers) entered into an agreement (the Cost Sharing Agreement) whereby C&A and the Certain Insurers agreed upon the allocation of liability for the Tort Claims and set forth the parties respective responsibilities for the defense and settlement of such Tort Claims. In particular, the Certain Insurers agreed to pay approximately 83% of C&As liability for the Tort Claims, and C&A agreed to be responsible for the remainder. The Cost Sharing Agreement expired in August 2006, but its terms continue in place under an evergreen clause contained in the Cost Sharing Agreement. 10. Despite the language contained in the Cost Sharing Agreement, C&A was forced
to pay approximately $1 million in settlement and defense costs (the Disputed Payments) related to the Tort Claims for which the Certain Insurers have failed to reimburse C&A under the terms of the Cost Sharing Agreement.
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11.
Following the expiration of the Agreement, C&A and the Certain Insurers began
to negotiate the terms of a new Cost Sharing Agreement, whereby C&A sought to eliminate its responsibility for the Tort Claims and allow such claims to be fully covered under C&As substantial insurance policies. C&A also sought reimbursement of the Disputed Payments from its insurers. 12. At the same time, C&A undertook an extensive review of its insurance records.
C&As records reflect that Hartford may have issued certain primary and excess public and/or general liability insurance policies (the Alleged Policies) to or for the benefit of C&A or one its predecessor companies, Wickes Boiler Company (Wickes Boiler), which later became known as Wickes Corporation. C&A contends that the coverage under the Alleged Policies would allow them to have no allocated liability for the Tort Claims under a new Cost Sharing Agreement. 13. Hartford, however, disputes that it issued policies to Wickes Boiler, that such
rights run to the benefit of C&A, or that such policies would provide coverage for the Tort Claims in any event. 14. Hartford and C&A continue to disagree regarding the extent and nature of
insurance coverage that Hartford allegedly issued for the benefit of C&A. The parties further disagree regarding whether and, if so, to what extent the Alleged Policies may afford coverage for the Tort Claims. 15. As part of the Plan, the Debtors propose to create a Residual Claims Trust
(Residual Trust) that will be responsible for compensating the holders of Tort Claims from the Debtors insurance policies that are being assigned to the Residual Trust. The creation of the Residual Trust and the use of the insurance policies as contemplated is expected to enable the
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holders of covered Tort Claims to receive payment of their claims, in contrast to the discounted treatment of other general unsecured claims under the Plan. 16. Mindful of (a) the significant costs to the bankruptcy estate to litigate its coverage
claims against Hartford (which litigation would encompass a number of disputed issues, including missing policy issues, trigger of coverage and allocation), (b) the risks of ultimately not prevailing in such litigation, (c) the desire to agree upon the terms of a new Cost Sharing Agreement whereby the Debtors percentage allocation of liability for the Tort Claims would be eliminated, especially in light of the liquidating nature of the Bankruptcy Cases, (d) the desire of the Debtors to recoup a portion of the Disputed Payments, and (e) the desire to obtain maximum value from all of their insurers, including Hartford, for the purpose of funding the Residual Trust, the Debtors have determined that it is in their best interest and that of their estates (the Estates) to reach a resolution of all disputes between the Debtors and Hartford. Toward that end, C&A, Hartford, and the Certain Insurers have in good faith engaged in extensive negotiations to attempt to reach a comprehensive resolution of their disputes. After several months of
negotiations, C&A and Hartford reached the final Agreement attached hereto as Exhibit B. The Hartford Agreement 17. The terms of the agreement reached by C&A and Hartford are contained in the
Agreement, and are summarized as follows:3 a. Hartford will agree to buy, and C&A to sell, all policies Hartford allegedly issued to C&A or their predecessor in interest Wickes Boiler (the Buyout Policies), except that the Buyout Policies shall not include certain primary policies allegedly issued for policy periods July 1, 1960 to July 1, 1966 identified in the Agreement (the Acknowledged Primary
The following summary of the Agreement is provided for the convenience of the Court and parties in interest. To the extent that there are any discrepancies between this summary and the Agreement, the terms and conditions of the Agreement shall govern.
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Policies) and certain excess policies identified in the Agreement (the Acknowledged Excess Policies, collectively, the Remaining Policies). b. The settlement shall be effective upon (a) the Approval Order becoming a Final Order, (b) the Residual Trust having been established and (c) C&As and Hartfords entry into a new Cost Share Agreement. The sale of the Buyout Policies will be free and clear of all Interests. Hartford will purchase the Buyout Policies from C&A for a purchase price of one million dollars ($1,000,000.00) (the Settlement Payment) to be deposited with the Residual Trust pursuant to the terms of the Plan and the Agreement. As part of the overall settlement and negotiation of a new Cost Share Agreement with the Certain Insurers and Hartford, C&A has agreed to pay to the Certain Insurers their portion under the Cost Sharing Agreement (i.e., approximately 17%) of the settled but unpaid Tort Claims existing as of the Petition Date (the Disputed Cost Share Payments), and, in return, the Certain Insurers and Hartford have agreed that C&As percentage liability under the terms of any new Cost Sharing Agreement shall be 0%. These Disputed Cost Share Payments shall be used to fund the settled but unpaid Tort Claims existing as of the Petition Date and certain defense costs associated with such Tort Claims. The funds received from the Settlement Payment shall be used to fund the Residual Trust and to pay Tort Claims (as set forth in the Plan), following reimbursement of C&A for the Disputed Payments they made on the Tort Claims and payment of the Disputed Cost Share Payments to be made to Tort Claimants and defense counsel. Hartford will release C&A, their affiliates, assigns, and related companies from any and all claims they may have relating to or arising out of the Buyout Policies. In addition, all claims against Hartford under the Buyout Policies will be enjoined, and those claims will be paid pursuant to the Plan. Hartford will not purchase, and C&A will not sell, the Remaining Policies. Rather, the Remaining Policies will be deemed to be in force, and will be available to compensate holders of Tort Claims to which the Remaining Policies apply, as contemplated in the new Cost Sharing Agreement among C&A, the Certain Insurers, and Harford, and the terms of the Plan. The parties respective obligations under the Remaining Policies will be governed by the Agreement, the Plan, the Confirmation Order and the new Cost Sharing Agreement.
c. d.
e.
f.
g.
h.
i.
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j.
Finally, C&A will release Hartford, its affiliates, assigns and related companies from any and all of its claims under the Buyout Policies (which specifically includes any other unknown insurance policies issued by Hartford under which C&A or their predecessors-in-interest may have insurance coverage) and will release Hartford from any and all claims under, arising out of, or relating to the Remaining Policies up to and including the Effective Date of the Agreement. Relief Requested
18.
By this Motion, the Debtors seek entry of an order: (i) approving the Agreement
between C&A and Hartford; (ii) authorizing C&A to sell to Hartford certain alleged Buyout Policies pursuant to the terms of the Agreement, free and clear of all Interests; and (iii) authorizing and directing C&A, upon confirmation, to direct the proceeds realized from the sale of the Policies to Hartford to the Residual Trust, and that those proceeds be used by the Residual Trust to satisfy the administrative expenses of the Residual Trust and the Tort Claims following payment by the Residual Trust to (i) the Certain Insurers of an amount equal to the Disputed Cost Share Payments for the benefit of the Tort Claimants and defense counsel and (ii) the Post-Consummation Trust (as C&As successor) of the Disputed Payments in satisfaction of any obligation of the Certain Insurers to pay such amount to C&A. Basis for Relief Requested A. 19. Standards for Approving a Settlement under Bankruptcy Rule 9019 Bankruptcy Rule 9019 authorizes this Court to approve settlements of a debtors
claims against third parties. Indeed, this Court recognizes that the law encourages settlement of disputes arising in the context of bankruptcy cases. See In re Dow Corning Corp., 198 B.R. 214, 221 (Bankr. E.D. Mich. 1996); In re Edwards, 228 B.R. 552, 568-69 (Bankr. E.D. Pa. 1998) (It is well accepted that compromises are favored in bankruptcy in order to minimize the cost of litigation to the estate and expedite its administration . . . .); In re Foster Mfg. Corp., 68 F.3d 914, 917 (5th Cir. 1995); see United States ex rel Rahman v. Oncology Assoc., P.C., 269 B.R. 7
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139, 150 (D. Md. 2001); Dow Corning, 198 B.R. at 222 (A bankruptcy court has the authority to approve a proposed settlement pursuant to F.R. Bankr. P. 9019, if the court finds the settlement to be fair and equitable). 20. Generally, a settlement should be approved if it is determined to be fair and
equitable and does not fall below the lowest level of reasonableness. See Bauer v. Commerce Union Bank, 859 F.2d 438, 441 (6th Cir. 1988); In re Haven, Inc. 2005 WL 927666, at *3 (6th Cir. B.A.P. 2005); Dow Corning, 192 B.R. at 421. In reviewing a motion for approval of a settlement, bankruptcy courts must assess and balance the value of the claim that is being compromised against the value to the estate of the acceptance of the compromise proposal. In re Martin, 91 F.3d 389, 393 (3d. Cir. 1996). In deciding whether a settlement is fair and equitable and in the best interests of creditors, courts are guided by the standards originally set forth by the Supreme Court in Protective Committee for Independent Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 88 S.Ct. 1157, 1163-64 (1968). 21. In making this determination, the Court should examine four factors: (a) the
probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of litigation involved, and the expense, inconvenience and delay necessarily attending it; and (d) the paramount interest of creditors and a proper deference to their reasonable views in the premises. See, e.g., In re A & C Properties, 784 F.2d 1377, 1381 (9th Cir. 1986); In re Martin, 91 F.3d 389, 393 (3d Cir. 1996); In re Justice Oaks II, Ltd., 898 F.2d 1544, 1549 (11th Cir. 1990); In re Pennsylvania Truck Lines, Inc., 150 B.R. 595, 598 (E.D. Pa. 1992), affd, 8 F.3d 812 (3d Cir. 1993); In re Grant Broadcasting of Philadelphia, Inc., 71 B.R. 390, 395 (Bankr. E.D. Pa. 1987).
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22.
To be approved, the proposed settlement need only fall within the range of
reasonably possible outcomes were the matter tried on its merits. See In re Apollo Steel Co., No. 94 B 2361, 1994 WL 713697 at *4 (Bankr. N.D. Ill. Dec. 19, 1994) (If the proposed settlement is within the range of reasonable possible outcomes were the matter tried on its merits, or at least within the range of reasonable business judgment considering cost and litigation hazard, the settlement should ordinarily be approved.); see also In re Penn Central Transp. Co., 596 F.2d 1102, 1114 (3d Cir. 1979); In re Indian Motorcycle, Inc., 289 B.R. 269, 283 (1st Cir. 2003) (Compromises are generally approved if they meet the business judgment of the trustee [or debtor in possession].); Dow Corning at 222 n.7; see also In re Dalen, 259 B.R. 586, 609-15 (W.D. Mich. 2001) (applying business judgment rule to process of approving settlement proposed by bankruptcy trustee [or debtor in possession]). In making its determination, a court should not substitute its own judgment for that of C&A. See In re Neshaminy Office Bldg. Assoc., 62 B.R. 798, 803 (E.D. Pa. 1986). Ultimately, this Court should approve the settlement with Hartford if it finds that C&A exercised appropriate business judgment. 23. The settlement and sale to be effected through the Agreement is in the best
interests of the Estates and the Debtors creditors. In this case, there is little doubt that it would prove costly and time consuming to litigate all of the disputed coverage issues between C&A and Hartford. At this point in time, C&A has little ability or desire to engage in costly and time consuming coverage litigation with no guaranty of success. Were C&A to obtain a favorable determination in a coverage action, it is likely that Hartford would exercise its right to appeal, further prolonging a final decision, increasing litigation expenses to the Estates, and delaying the availability of potential funds from Hartford to fund the Residual Trust and satisfy claims to which the Hartford policies might apply. Finally, if C&A does not prevail in their coverage
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disputes with Hartford, the level of funding available to pay for the administrative expenses of the Residual Trust and the coverage available to pay the Tort Claims would be significantly lower. 24. Moreover, the proposed settlement allows C&A to finalize the negotiations
related to a new Cost Sharing Agreement whereby C&As allocated liability will be 0%. In light of the circumstances of this case, negotiating the terms of a new Cost Sharing Agreement absolving C&A from an allocated percentage of liability is quite an accomplishment and will confer a substantial benefit upon the Estates. 25. The proposed settlement, including the Settlement Payment, is well within the
range of likely outcomes of the litigants dispute and C&A has concluded that the settlement and Settlement Payment reflect an appropriate balance of costs, risks and potential rewards of litigation. Indeed, the proposed settlement provides C&A with both an immediate source of funding to enhance the Residual Trust while also filling gaps in C&As coverage for currently pending and future claims (thereby allowing C&A to negotiate the new Cost Sharing Agreement whereby their allocated percentage of liability is zero). Absent this settlement, such a result could only be achieved (if it could be done at all) through extended litigation in which expenses likely would amount to hundreds of thousands of dollars. Under these circumstances, a payment of $1,000,000.00 for the Buyout Policies plus an agreement to provide coverage under the Remaining Policies represents more than adequate consideration for C&A and their creditors asserting Tort Claims. B. 26. Standards for Approving a Sale under Section 363 Section 363(b) allows a trustee or debtor in possession to use property of the
estate other than in the ordinary course of business after appropriate notice and hearing. See 11 U.S.C. 363(b)(1). Section 363(b)(1) provides that [t]he trustee, after notice and a hearing, 10
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may use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). Courts within the Sixth Circuit have held that transactions should be approved under section 363 when they are supported by sound business judgment. See, e.g., Stephens Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (concluding that a court can authorize a sale of a Debtors assets when a sound business purpose dictates such action); In re Embrace Sys. Corp., 178 B.R. 112, 124 (Bankr. W.D. Mich. 1995); see also In re North American Royalties, Inc., 276 B.R. 860, 866 (Bankr. E.D. Tenn. 2002). If C&A articulates a sound business reason for the sale, provides adequate notice as required by section 363(b), and proceeds in good faith to sell the property at a fair and reasonable price, then the Court should approve the sale.4 27. As explained above, C&A has a valid business reason for the sale of the Buyout
Policies through the Agreement; accordingly, the business judgment rule creates a presumption that C&A has acted on an informed basis, in good faith and in the honest belief that the sale is in the best interests of the Estate and its creditors. See In re Gulf States, 285 B.R. at 514 (The Trustee is responsible for the administration of the estate and his or her judgment on the sale and the procedure for the sale is entitled to respect and deference from the Court, so long as the burden of giving sound business reasons is met.); In re Bakalis, 220 B.R. 525, 531-32 (Bankr. E.D.N.Y. 1998) (noting discretion accorded to trustee with regard to sale of assets); see also, In re S.N.A. Nut Co., 186 B.R. 98, 102 (Bankr. N.D. Ill. 1995) (stating a presumption that in
At least one court has concluded that the standards for approving a debtors settlement of claims arising under insurance policies and a debtors sale of those insurance policies are substantially the same. See In re Dow Corning Corp., 198 B.R. 214 (Bankr. E.D. Mich. 1996) (concluding that the various phrasings of the test for approving a sale are really just applications of the same business judgment test, and each test will render the same result. And since approval of a settlement also seems founded upon the business judgment test, it appears that the test for approving a settlement is not appreciably different from the test for approving a sale.).
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making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company). 28. There is no improper motive. The decision by C&A to sell the Buyout Policies is C&A has ceased their normal business
not based on any bad faith or improper motive.
operations, and the currently-proposed Plan contemplates that C&A and the consolidated debtors will liquidate most, if not all, of their assets. The Policies constitute an important remaining asset of the Estates, and the Agreement will both allow C&A to fill gaps in its insurance coverage and provide funding for the administration of the Residual Trust that will make the benefits of the insurance coverage available to compensate Tort Claimants. The proposed settlement will also allow C&A to recoup the Disputed Payments it made to Tort Claimants that have not been paid by the Certain Insurers. Clearly, by bestowing such benefits upon a
liquidating estate, C&As motivation to enter into the proposed settlement cannot be characterized as improper. 29. The Price is Fair. This conclusion is buttressed by the fact that the purchase price Absent this settlement, it is highly
of $1,000,000.00 is fair and reasonable consideration.
speculative as to whether C&A would be able to obtain any payment under the Policies. Given that neither party has been able to locate the Buyout Policies, it is far from certain that C&A would be able to establish that Hartford issued the Buyout Policies for the benefit of C&A. Therefore, there is certainly no guaranty that C&A would prevail were it to litigate these issues against Hartford, and in light of that consideration, the settlement is clearly not the product of any improper motive. 30. The Settlement is the Result of Even-handed Negotiations. The Agreement is
also the product of arms-length negotiations between C&A and Hartford. Hartford is not an
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insider of C&A or any of the jointly administered debtors within the meaning of section 101(31) of the Bankruptcy Code. Nor is Hartford controlled by, or acting on the behalf of, any insider. See, e.g., In re After Six, Inc., 154 B.R. 876, 883 (Bankr. E.D. Pa. 1993) (good faith found where officers, directors and employees of debtor had no apparent connection to purchasers). Therefore, the Court should find that Hartford is a good faith purchaser under section 363(m) of the Bankruptcy Code with respect to the Agreement. 31. C&A has Followed Proper Procedures and has Provided Proper Notice. Finally,
notice of the hearing on the Motion has been given to counsel for all known Tort Claimants (through counsel, where known) of C&A as well as to those parties requesting special notice and the United States Trustee. In addition, notice is being published in the Wall Street Journal and the Detroit Free Press. Accordingly, all of the Lionel factors indicate that the proposed sale of the Buyout Policies is amply justified under section 363 of the Bankruptcy Code, and this Court should therefore approve the sale. The Court Should Approve the Sale of the Policies Free and Clear of All Interests under Section 363(f) 32. To further the sale of the Buyout Policies, C&A requests authorization to sell the
Buyout Policies free and clear of any Interests that may be asserted against that property5 together with an order that all such Interests attach to the sale proceeds.6 In accordance with section 363(f) of the Bankruptcy Code, a debtor in possession may sell property under section 363(b) free and clear of any interest in such property of an entity other than the estate so long
5 6 Thus, prohibiting parties with interests from pursuing the property. This will satisfy the requirement under section 363(e) of the Bankruptcy Code that a sale free and clear of interests under section 363(f) of the Bankruptcy Code provide adequate protection for those interests. See In re Allied Prods Corp., 288 B.R. 533, 536 (Bankr. N.D. Ill. 2003); see also MacArthur Co. v. Johns-Manville Corp., 837 F.2d 89, 94 (2d Cir. 1988) (It has long been recognized that when a debtors assets are disposed of free and clear of third-party interests, the third party is adequately protected if his interest is assertable against the proceeds of the disposition.).
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as at least one of the several conditions enumerated in section 363(f) is satisfied. In re Leckie Smokeless Coal Co., 99 F.3d 573, 581 (4th Cir. 1996) (Section 363(f) of the Bankruptcy Code authorizes the bankruptcy courts, under any one of five prescribed conditions, to authorize the sale of property free and clear of any interest in such property of an entity other than the estate.); In re Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988) (finding that section 363(f) is written in the disjunctive, not the conjunctive. Therefore, if any one of the five conditions of section 363(f) are met, the Debtor has the authority to conduct the sale free and clear of all liens.); In re Gulf States Steel, 285 B.R. at 506. 33. In this case, section 363(f) is satisfied because, pursuant to section 363(f)(5), any
entity holding an interest in the Buyout Policies could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 11 U.S.C. 363(f)(5). 34. In addition, the sale free and clear of the interests of the Tort Claimants is proper
because their interests will be adequately protected. See In re K.C. Mach. & Tool Co., 816 F.2d 238, 248 (6th Cir. 1987) (noting that sales free and clear of interests under section 363(f) require that there be adequate protection for those interests). Pursuant to the Agreement, C&A agrees that the proceeds from the sale of the Buyout Policies will be diverted to the Residual Trust, where they can be reserved for the purpose of paying Tort Claims following C&As recovery of the Disputed Payments and the turnover of the Disputed Cost Share Payments to the Certain Insurers (both of which represent payments either made or to be made to Tort Claimants or defense counsel). See MacArthur Co. v. Johns-Manville Corp. (In re Johns-Manville Corp.), 837 F.2d 89, 94 (2d Cir. 1988). Under the settlement (and as enforced through the Approval Order), therefore, anyone with an interest in the property has assurances that the proceeds from the sale will be devoted to satisfaction of such interests. Accordingly, the sales of the Buyout
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Policies free and clear of Interests satisfy the statutory prerequisites of section 363(f) of the Bankruptcy Code. The Court should, therefore, enter the Approval Order, approve the sale of the Buyout Policies free and clear of Interests under section 363(f) of the Bankruptcy Code, and enjoin all claims against Hartford under, relating to, or arising out of the Buyout Policies. Absent this injunction of claims against Hartford, Hartford would not consummate the Agreement and neither C&A nor the Residual Trust would receive the contemplated consideration. Notice 35. Notice of this Motion has been given to the Core Group, the 2002 List, Counsel to
Hartford, all known Tort Claimants (through counsel, where known), by publication as described above and other interested parties as required by the Case Management Procedures. In light of the nature of the relief requested, the Debtors submit that no additional notice is required. No Prior Request 36. court. No prior motion for the relief requested herein has been made to this or any other
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WHEREFORE, C&A respectfully requests that this Court enter an Order, substantially in the form attached hereto as Exhibit A: (i) authorizing C&A to enter into the Agreement attached hereto as Exhibit B and described herein pursuant to Bankruptcy Rule 9019; (ii) approving, as an integral part of such settlement, pursuant to section 363 of the Bankruptcy Code, the sale of the Buyout Policies to Hartford free and clear of Interests on the terms and conditions set forth above and further detailed in the Agreement; (iii) approving in all respects the terms of the Agreement; and (iv) granting such other relief as this Court deems just and proper. Dated: June 22, 2007 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) Marc J. Carmel (IL 6272032) 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 16
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EXHIBIT A
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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
ORDER APPROVING SETTLEMENT, INSURANCE POLICY PURCHASE AGREEMENT AND RELEASES Upon the motion (the Motion)2 of the above captioned debtors (collectively, the Debtors) for the entry of an order Approving Settlement, Insurance Policy Purchase Agreement and Releases [Docket No. ____]; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; 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
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.
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this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Motion and the opportunity for a hearing on this 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. The Motion is granted in its entirety. For the reasons set forth herein and on the record at the hearing, all objections to
the Motion and the relief requested therein or granted in this Order that have not been withdrawn, waived, or settled, and all reservations of rights included in such objections, are overruled on the merits or have otherwise been adequately addressed by the terms of this Order. 3. C&A is authorized and directed to enter into the Agreement and, pursuant to
section 363(b) of the Bankruptcy Code, to sell, transfer and convey the Buyout Policies to Hartford in accordance with the terms and subject only to the conditions specified herein and in the Agreement. C&A is hereby authorized and directed to take any and all actions, and prepare, execute and file any and all documents necessary and appropriate to effect and implement the terms of the Agreement without further order of this Court. The Agreement and this Order constitute valid and binding obligations of the Estates, and shall be enforceable in accordance with the terms thereof. 4. This Order shall be binding upon (i) Hartford, (ii) C&A, (iii) the Estates, (iv) all
Persons having any Interest in the Buyout Policies, (v) all Persons having Claims against C&A or the Estates that could give rise to a claim for coverage under the Buyout Policies or the Remaining Policies, (vi) the Residual Claims Trust, and (vii) the respective successors and assigns of each of the foregoing Persons. Subject to the payment by Hartford of the Settlement Payment as provided for in the Agreement, the sale of the Buyout Policies by C&A to Hartford
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shall constitute a legal, valid and effective transfer of the Buyout Policies and shall vest Hartford with all right, title, and interest of the Estates in and to the respective Buyout Policies, free and clear of (a) all Interests in the Buyout Policies and (b) any and all Claims against C&A or the Estates that could give rise to a claim for coverage under the Policies, whether arising prior to, during, or subsequent to the Bankruptcy Cases or imposed by agreement, understanding, law, equity or otherwise. 5. The Settlement Payment shall be paid by Hartford as provided in the Agreement.
The proceeds realized from the Settlement Payment shall be deposited with the Residual Claims Trust within seven (7) days of the date upon which Hartford is notified in writing by the Debtors that (a) the Approval Order has become a Final Order, (b) the Residual Trust has been established and (c) the Debtors and Hartford have entered into a new Cost Share Agreement as set forth in the Agreement. Pursuant to the terms of the Agreement, once deposited with the Residual Claims Trust, these proceeds will be used to pay the administrative costs of the Residual Claims Trust and Tort Claims, following C&As recovery of the Disputed Payments and the turnover of the Disputed Cost Share Payments to the Certain Insurers. 6. Pursuant to section 363(f) of the Bankruptcy Code and subject to the
consummation of the sale of the Buyout Policies as provided under the Agreement, the Buyout Policies shall be and hereby are transferred to Hartford, free and clear of (a) all Interests in the Buyout Policies and (b) any and all Claims against C&A or the Estates that could give rise to a claim for coverage under the Policies, whether arising prior to, during, or subsequent to the Bankruptcy Case or imposed by agreement, understanding, law, equity or otherwise. 7. Any and all persons and entities holding Interests of any kind or nature (including,
without limitation, all debt security holders, equity security holders, governmental, tax and
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regulatory authorities, lenders, trade and other creditors, and Tort Claimants) against or in the Estate or the Buyout Policies are hereby barred, estopped and permanently enjoined from asserting such Interests against Hartford or any of its affiliates, stockholders, members, partners, parent entities, successors, assigns, officers, directors or employees, agents, representatives, and attorneys, or against the Buyout Policies. 8. Any and all Interests in the Buyout Policies shall be transferred, affixed, and
attached to the proceeds of the sale in accordance with the Agreement, with the same validity, priority, force, and effect as such Interests had upon the Buyout Policies immediately prior to the consummation of the sale of the Buyout Policies. 9. This Order shall be effective and enforceable immediately upon entry and its
provisions shall be self-executing and shall not be stayed under Bankruptcy Rule 6004(g). The provisions of this Order are nonseverable and mutually dependent. 10. This Order, the Agreement and all related agreements or documents necessary to
effect and implement the Agreement shall be binding upon and inure to the benefit of the Estates, Hartford and any of its respective successors and assigns. The provisions of this Order shall survive any order dismissing the Bankruptcy Case. 11. The failure specifically to include any particular provision of the Agreement in
this Order shall not diminish or impair the efficacy of such provisions, it being the intent of this Court that the Agreement and each and every provision, term and condition thereof be authorized and approved in its entirety. 12. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
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13.
The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry. 14. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
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CERTIFICATE OF SERVICE I, Ray C. Schrock, an attorney, certify that on the 22nd day of June, 2007, 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 Motion for the Entry of An Order Approving Settlement, Insurance Policy Purchase Agreement and Releases.
Dated: June 22, 2007 /s/ Ray C. Schrock Ray C. Schrock
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Served via Electronic Mail
CREDITOR NAME A Freeman Acord Inc Adrian City Hall Alice B Eaton Amalgamated Life Askounis & Borst PC Assistant Attorney General of Texas ATC Nymold Corporation Athens City Tax Collector Attorney for MDEQ Attorneys for Michigan DLEG UIA Autoliv ASP Inc Bailey & Cavalieri LLC Baker & Hostetler LLP Balch & Bingham LLP Barnes & Thornburg LLP Barnes & Thornburg LLP Barris Sott Denn & Driker PLLC Bartlett Hackett Feinberg Basell USA Inc Beadle Burket Sweet & Savage PLC
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Benesch Friedlander Coplan & Aronoff LLP William E Schonberg & Stuart A Laven Jr Bernardi Ronayne & Glusac PC Rodney M. Glusac Bernstein Litowitz Berger & Grossman LLP Berry Moorman PC Berry Moorman PC Bird Svendsen Brothers Scheske & Pattison PC Borges & Associates LLC Bose McKinney & Evans LLP Bradley Arant Rose & White LLP Brendan G Best Brown Rudnick Berlack Israels LLP Bryan Clay Butzel Long PC Butzel Long PC Cahill Gordon & Reindel Cahill Gordon & Reindel Calhoun Di Ponio & Gaggos PLC Carlile Patchen & Murphy LLP Chambliss Bahner & Stophel PC Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell 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 Clark Hill PLC Steven Singer & John Browne Dante Benedettini Esq James Murphy Esq Eric J Scheske Wanda Borges Esq Jeannette Eisan Hinshaw Jay R Bender
EMAIL afreeman@akingump.com jlivingston@acordinc.com cityofadrian@iw.net aeaton@stblaw.com jgreenspan@amalgamatedlife.com taskounis@askborst.com stuart.phillips@oag.state.tx.us sepstein@atc-lighting-plastics.com finance@cityofathens.com gillcr@michigan.gov hwangr@michigan.gov eric.swanson@autoliv.com tony.nellis@autoliv.com Yvette.Cox@baileycavalieri.com Adam.Biehl@baileycavalieri.com wgibson@bakerlaw.com eray@balch.com john.gregg@btlaw.com pmears@btlaw.com dbargamian@bsdd.com lgisbson@bsdd.com ffm@bostonbusinesslaw.com scott.salerni@basell.com ksmith@bbssplc.com wschonberg@bfca.com slaven@bfca.com rodg@brgpc.com steve@blbglaw.com johnb@blbglaw.com dante@berrymoorman.com murph@berrymoorman.com bsbs@charter.net borgeslawfirm@aol.com jhinshaw@boselaw.com jbender@bradleyarant.com bbest@dykema.com rstark@brownrudnick.com ssmith@brownrudnick.com bryan_clay@ham.honda.com sharkey@butzel.com osborne@butzel.com wilkins@butzel.com jschaffzin@cahill.com rusadi@cahill.com kcc@cdg-law.com lxf@cpmlaw.com bbailey@cbslawfirm.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 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 japplebaum@clarkhill.com
Robert Stark & Steven Smith
Daniel N Sharkey & Paula A Osborne Matthew E Wilkins Esq Jonathan A Schaffzin Robert Usadi Kevin C Calhoun Leon Friedberg Bruce C Bailey Barb Neal The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter E Todd Sable
In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)
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CREDITOR NAME Cole Schotz Meisel Forman & Leonard PA Constellation NewEnergy Inc Crowell & Moring LLP Crowell & Moring LLP Cummings McClorey Davis & Acho PLC DaimlerChrysler DaimlerChrysler DaimlerChrysler Corporation Daniella Saltz Danning Gill Diamond & Kollitz LLP David H Freedman David Heller David Youngman Dennis C Roberts PLLC Dickinson Wright PLLC Dickinson Wright PLLC Dilworth Paxson LLP Dow Chemical Company Dow Chemical Company Duane Morris LLP DuPont Dworken & Bernstein Co LPA Dykema Gossett Rooks Pitts PLLC Earle I Erman Eastman & Smith Ltd Elias Meginnes Riffle & Seghetti PC Ellwood Group Inc Erin M Casey Erman Teicher Miller Zucker & Freedman PC Filardi Law Offices Foley & Lardner LLP Frank Gorman Gail Perry Garan Lucow Miller PC Garan Lucow Miller PC Ge Capital GE Polymerland George E Schulman Gold Lange & Majoros PC Gold Lange & Majoros PC Hal Novikoff Handwork & Kerscher LLP Heather Sullivan Hewlett Packard Co Hewlett Packard Co Howard & Howard Attorneys PC Hunton & Williams LLP Hyman Lippitt PC InterChez Logistics Systems Inc International Union UAW Jacob & Weingarten PC Jaffe Raitt Heuer & Weiss PC Jaffe Raitt Heuer & Weiss PC James A Plemmons James C Edwards Jenner & Block LLP Jim Clough Joe LaFleur Joe Saad John A Harris
CREDITOR NOTICE NAME Stuart Komrower & Mark Politan Catherine Barron Esq Joseph L Meadows Mark D Plevin K Kinsey
Kim R Kolb Esq George E Shulman
Dennis C Roberts Dawn R Copley Esq Michael C Hammer Anne Marie Kelley & Scott Freedman Kathleen Maxwell Lee H Sjoberg Brian W Bisignani Esq Bruce Tobiansky Howard S Rabb Esq Peter J Schmidt Matthew D Harper Brian J Meginnes & Janaki Nair Susan A Apel Esq
EMAIL skomrower@coleschotz.com mpolitan@coleschotz.com cathy.barron@constellation.com jmeadows@crowell.com mplevin@crowell.com kkinsey@cmda-law.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com krk4@dcx.com dsaltz@ford.com ges@dgdk.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com dcroberts@coxinet.net dcopley@dickinsonwright.com mchammer2@dickinsonwright.com sfreedman@dilworthlaw.com klmaxwell@dow.com LHSjoberg@dow.com bisignani@duanemorris.com bruce.d.tobiansky@usa.dupont.com abollas@dworkenlaw.com pschmidt@dykema.com eerman@ermanteicher.com mdharper@eastmansmith.com bmeginnes@emrslaw.com jnair@emrslaw.com sapel@elwd.com ecasey@stblaw.com jteicher@ermanteicher.com charles@filardi-law.com jo'neill@foley.com fgorman@honigman.com perry.gail@pbgc.com kblair@garanlucow.com rvozza@garanlucow.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com emajoros@glmpc.com sgold@glmpc.com dlehl@glmpc.com HSNovikoff@wlrk.com kerscher@aol.com hsullivan@unumprovident.com anne.kennelly@hp.com ken.higman@hp.com lgretchko@howardandhoward.com jburns@hunton.com bokeefe@hymanlippitt.com mchesnes@interchez.com nganatra@uaw.net rob@jacobweingarten.com aschehr@jaffelaw.com lrochkind@jaffelaw.com jplemmons@dickinson-wright.com jamesedwardslaw@peoplepc.com ppossinger@jenner.com jrc8@daimlerchrysler.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com
Julie Teicher & Dianna Ruhlandt Charles J Filardi Judy A Oneill Esq
Kellie M Blair Esq Robert Vozza Esq Val Venable Elias T Majoros Stuart A Gold & Donna J Lehl Jeffrey M Kerscher Anne Marie Kennelly Ken Higman Lisa Gretchko John D Burns Brian D Okeefe Mark Chesnes Niraj R Ganatra Robert K Siegel Alicia S Schehr Louis P Rochkind
Paul V Possinger & Peter A Siddiqui
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CREDITOR NAME John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo K Schultz Kelley Drye & Warren LLP
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James S Carr Denver Edwards
EMAIL 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 jcarr@kelleydrye.com robert.bassel@kkue.com kim.stagg@nmm.nissan-usa.com Kimberly.Rodriguez@gt.com tah@kompc.com patrick.healy@lawdeb.com daniel.fisher@lawdeb.com stzouvelekas@lwtm.com lwalzer@angelogordon.com veronica.fennie@lfr.com dallas.bankruptcy@publicans.com houston_bankruptcy@publicans.com dolan@litchfieldcavo.com tim@litespeedpartners.com metkin@lowenstein.com ilevee@lowenstein.com vdagostino@lowenstein.com mcrosby@akingump.com jill.smith@macombcountymi.gov webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com dhoopes@mayocrowe.com JRG@msblaw.com palucey@michaelbest.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov dmgbeachlaw@hawaii.rr.com Michael.Orourke@colaik.com mike.paslay@wallerlaw.com pborenstein@milesstockbridge.com fusco@millercanfield.com brucemiller@millercohen.com sarbt@millerjohnson.com tdunn@mindengross.com info@electionsquebec.qc.ca mied@dor.mo.gov jmorganroth@morganrothlaw.com maire@st-zotique.com rrios@munsch.com jbruinsma@mnds-pllc.com kschneider@niccausa.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com pbaylor@nutter.com rcolasuonno@orlaw.com ssoll@oshr.com phoffman@bofasecurities.com ksummers@psedlaw.com eagle.sara@pbgc.gov
Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq Kim Stagg Kimberly Davis Rodriguez Paul Magy Terrance Hiller Jr & Matthew Kupelian Ormond & Magy PC Thompson Law Debenture Trust Company of New York Patrick Healy & Daniel Fisher Leatherwood Walker Todd & Mann PC Seann Gray Tzouvelekas Leigh Walzer Levine Fricke Inc Linebarger Goggan Blair & Sampson LLP Linebarger Goggan Blair & Sampson LLP Litchfield Cavo LLP Litespeed Partners Lowenstein Sandler PC Lowenstein Sandler PC M Crosby Macomb County MI Macomb Intermediate School Marc J Carmel Mark Fischer Mayo Crowe LLC McShane & Bowie PLC Michael Best & Friedrich LLP Michael R Paslay Michael Stamer Michigan Department Of Treasury Mighty Enterprises Inc Mike O'Rourke Mike Paslay Miles & Stockbridge PC Miller Canfield Paddock & Stone PLC Miller Cohen Miller Johnson Minden Gross LLP Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Morganroth & Morganroth PLLC Municipalite Du Village De Munsch Hardt Kopf & Harr PC Myers Nelson Dillon & Shierk PLLC NICCA USA Inc Nick Shah Nina Rosete Nutter McClennen & Fish LLP O Reilly Rancilio PC Elizabeth Weller John P Dillman Dennis M Dolan Timothy Chen Michael S Etkin & Ira M Levee Vincent A DAgostino Esq Jill K Smith Asst Corp Counsel
David S Hoopes John R Grant Paul A Lucey
David M Gurewitz
Patricia A Borenstein Esq Timothy A Fusco Esq Bruce A Miller Thomas P Sarb & Robert D Wolford Timothy Dunn 15663507 Jeffrey Morganroth Lacolle Randall A Rios James R Bruinsma Karen Schneider
Peter Nils Baylor Esq Ralph Colasuonno & Craig S Schoenherr Sr
Otterbourg Steindler Houston & Rosen PC Steven B Soll Esq Paul Hoffman Pear Sperling Eggan & Daniels PC Kevin N Summers Pension Benefit Guaranty Corporation Sara Eagle & Gail Perry
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CREDITOR NAME Pension Benefit Guaranty Corporation Pepper Hamilton LLP Pepper Hamilton LLP Pepper Hamilton LLP Peter Schmidt Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pitts Hay & Hugenschmidt PA Plunkett & Cooney PC Plunkett & Cooney PC Post & Schell PC Quadrangle Group LLC Quadrangle Group LLC R Aurand R J Sidman Ralph E McDowell Ravich Meyer Kirkman McGrath & Nauman PA Ray C Schrock Receivable Management Services Rex D Rainach Rhoades McKee Rick Feinstein Ricoh Canada Inc Riker Danzig Scherer Hyland & Perretti LLP RLI Insurance Company Robert J Diehl Jr Robert Weiss Robin Spigel Ronald R Rose Sarah Eagle SC DHEC Schreeder Wheller & Flint LLP Sean P Corcoran Seiller Waterman LLC Seward & Kissel LLP Seyburn Kahn Ginn Bess & Serlin PC Seyfarth Shaw LLP Sheehan Phinney Bass & Green PA Sheryl Toby Shumaker Loop & Kendrick LLP Sidley Austin Brown & Wood LLP Sills Cummis Epstein & Gross PC Spengler Nathanson PLL St Paul Travelers Stark County Treasurer State Of Michigan
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EMAIL efile@pbgc.gov lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com pschmidt@dykema.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com triciawinkle@hotmail.com craig.barbarosh@pillsburylaw.com patrick.potter@pillsburylaw.com rick.antonoff@pillsburylaw.com bill.freeman@pillsburylaw.com pittsrm@charter.net dlerner@plunkettcooney.com dbernstein@plunkettcooney.com bbisignani@postschell.com andrew.herenstein@quadranglegroup.com patrick.bartels@quadranglegroup.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com
State Of Michigan State Of Michigan
mfmcgrath@ravichmeyer.com rschrock@kirkland.com Phyllis A Hayes Phyllis.Hayes@rmsna.com A Professional Law Corporation rainach@msn.com Dan E Bylenga Jr dbylenga@rhoadesmckee.com rick.feinstein@ubs.com legal@ricoh.ca Dennis J OGrady Joseph L Schwartz & Curtis M jschwartz@riker.com Plaza cplaza@riker.com Roy Die Roy_Die@rlicorp.com rdiehl@bodmanllp.com rweiss@honigman.com rspigel@willkie.com rrose@dykema.com eagle.sarah@pbgc.com whitehme@dhec.sc.gov Evander Whitehead chandlls@dhec.sc.gov J Carole Thompson Hord chord@swfllp.com sean.p.corcoran@delphi.com Richard M Rubenstein rubenstein@derbycitylaw.com John Ashmead ashmead@sewkis.com Leslie Stein lstein@seyburn.com David C. Christian II dchristian@seyfarth.com Bruce Harwood bharwood@sheehan.com stoby@dykema.com David H Conaway dconaway@slk-law.com bguzina@sidley.com Bojan Guzina & Brian J Lohan blohan@sidley.com asherman@sillscummis.com Andrew H Sherman & Boris I Mankovetskiy bmankovetskiy@sillscummis.com Michael W Bragg Esq MBragg@SpenglerNathanson.com Vatana Rose vrosa@stp.com PA Powers PAPowers@co.stark.oh.us Michigan Dept Of Environmental Quality Environmental Assistance Div deq-ead-env-assist@michigan.gov Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office treasReg@michigan.gov Michigan Unemployment Insurance Agency shuttkimberlyj@michigan.gov
Michael F McGrath Esq
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CREDITOR NAME Steinberg Shapiro & Clark Stephen E Spence Stephen S LaPlante Stephen Tetro Steven A Siman PC Stevens & Lee PC
CREDITOR NOTICE NAME Mark Shapiro US Trustee
Stradley Ronon Stevens & Young LLP Tax Administrator Textron Inc The Bank of New York Thomas Radom Tricia Sherick Troy R Taylor PLLC Tyco Capital Inc United Rentals Of Canada Inc United Steelworkers Varnum Riddering Schmidt & Howlett LLP Ville De Farnham Vinson & Elkins LLP Von Briesen & Roper SC Voridian Canada Company W Strong Warner Norcross & Judd LLP Warner Stevens LLP Wickes Manufacturing Co Wienner & Gould PC William C Andrews William G Diehl William J Byrne Willkie Farr & Gallagher LLP
Steven A Siman Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com ppatterson@stradley.com mdorval@stradley.com Paul Patterson Esq jtrotter@stradley.com Jim Cambio jcambio@tax.ri.gov afriedman@textron.com Gary S Bush gbush@bankofny.com radom@butzel.com tsherick@honigman.com Troy Taylor troytaylor@comcast.net Frank.Chaffiotte@cit.com e-rental@ur.com David R Jury djury@usw.org Mary Kay Shaver Service de la Tresorerie John E West Randall Crocker & Rebecca Simoni
EMAIL shapiro@steinbergshapiro.com steve.e.spence@usdoj.gov laplante@millercanfield.com stephen.tetro@lw.com sas@simanlaw.net
Michael G Cruse Michael D Warner Esq co Stacy Fox of C&A Seth Gould David Ellenbogen
Alan Lipkin & Robin Spigel
mkshaver@varnumlaw.com msaintdenis@ville.farnham.qc.ca jwest@velaw.com rcrocker@vonbriesen.com blanderson@eastman.com wstrong@ford.com mcruse@wnj.com mwarner@warnerstevens.com stacy.fox@colaik.com sgould@wiennergould.com dellenbogen@wiennergould.com kandrews@e-bbk.com wdiehl@e-bbk.com bbyrne@e-bbk.com alipkin@willkie.com rspigel@willkie.com andrew.currie@wilmerhale.com andrew.goldman@wilmerhale.com pmachir@wlross.com RWhelehan@wcsr.com pjanovsky@zeklaw.com
Wilmer Cutler Pickering Hale and Dorr LLP Andrew Currie Wilmer Cutler Pickering Hale and Dorr LLP WL Ross & Co Womble Carlyle Sandridge & Rice PLLC Zeichner Ellman & Krause LLP Andrew N Goldman Esq Patrick Machir Rory D Whelehan Esq Peter Janovsky & Stuart Krause
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CREDITOR NAME American General Finance Attorney General of MI Barclays Bank PLC Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation Burr & Forman LLP City Of Albemarle City Of Battle Creek City Of Marshall City Of Sterling Heights Clark Hill PLC Colbert & Winstead PC Colbond Inc Contrarian Capital Management LLC Coolidge Wall Womsley & Lombard Dayton Bag & Burlap Co El Paso Natural Gas Company Enerflex Solutions LLC Exxon Chemicals Intertex World Resources Trintex Corp Kilpatrick & Associates PC Lake Erie Products Lambert Leser Isackson Cook & Giunta PC McLane Graf Raulerson & Middleton PA Meridian Magnesium Miller Canfield Paddock & Stone PLC Missouri Dept of Revenue Office of Finance of Los Angeles Office of the US Attorney Paul Weiss Rifkind Wharton & Garrison LLP Pension Benefit Guaranty Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Ronald A Leggett Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank Stark Reagan PC State Of Michigan Teknor Financial Corporation TG North America Third Avenue Trust Town Of Lincoln Finance Office Treasurer Of State Unique Fabricating Inc Valiant Tool & Mold Inc Vericorr Packaging fka CorrFlex Packaging CREDITOR NOTICE NAME Matthew H Rick Mr David Bullock Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Shannon E Hoff Utilities Department Income Tax Division Maurice S Evans City Manager James P Bulhinger City Treasurer E Todd Sable Amy Wood Malone Don Brown Seth Lax Steven M Wachstein Esq Jeff Rutter Michael J McGinnis Todd McCallum Law Dept Bill Weeks Richardo Kilpatrick Leonora Baughman Lilia Roman Susan M Cook Joseph A Foster Jose J Bartolomei Steven A Ginther Bankruptcy Auditor Julia Pidgeon Asst US Atty Stephen J Shimshak & Netanella T Zahavi Sara Eagle & Gail Perry Barb Krzywiecki Dan Thiffault George Tabry Collector Of Revenue Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Joseph A Ahern Linda King Bruce B Galletly Raymond Soucie W James Hall Joseph T Deters Tom Tekieke General Fax Adriana Avila FAX 217-356-5469 517-373-2060 212-412-1706 412-777-4736 312-827-8542 312-827-8542 616-527-3385 205-458-5100 704-984-9445 269-966-3629 269-781-3835 586-276-4077 313-965-8252 615-321-9555 828-665-5005 203-629-1977 937-223-6705 937-258-0029 713-420-5669 248-430-0134 281-588-4606 770-258-3901 248-377-0800 630-595-0336 989-894-2232 603-625-5650 517-663-2714 313-496-8452 573-751-7232 213-368-7076 313-226-3800 212-757-3990 202-326-4112 810-329-9388 905-760-3371 902-432-6287 734-281-4483 314-622-4413 937-233-7640 803-898-5147 610-361-6082 248-816-4376 248-641-9921 517-241-8077 401-725-5160 248-280-2110 212-735-0003 401-333-3648 614-644-7313 248-853-8422 519-944-7748 586-939-4216
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CREDITOR NAME Viacom Inc William R Garchow CREDITOR NOTICE NAME JoAnn Haller FAX 412-642-5614 989-832-0077
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CREDITOR NOTICE NAME Rob Morgan Michael S Stamer Philip C Dublin
ADDRESS2
COUNTRY
Mike Keith Charlie Burrill Harry W Miller III
Jay Truty Ms Amy Evans Thomas B Radom Attn Receiver General International Tax Service
Canada Canada
CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assoc Receivables Funding Inc Athens City Tax Collector Basf Corporation Beam Miller & Rogers PLLC Beirne Maynard & Parsons LLP Bell Boyd & Lloyd Inc Brunswick Corp Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Cetrulo & Capone Charter Township Of Plymouth Christopher Molloy & John Stowe City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace
Thornton & Naumes Canton Income Tax Dept Wastewater Labroratory
Mary Ellen Hinckle
ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 PO Box 849 1609 Biddle Ave 709 Taylor St 1700 Pacific Ave Ste 2700 3 1st National Plaza Ste 3300 Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd Two Seaport Ln PO Box 8040 100 Summer St 30Th Fl PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave
CITY Sidney New York Greenville Athens Wyandotte PO Box 280240 Nashville Dallas 70 W Madison St Chicago One North Field Ct Lake Forest Bloomfield Hills Sudbury Ottawa Boston Plymouth Boston Canton Dover Dover Evart Fullerton Havre De Grace
STATE OH NY SC TN MI TN TX IL IL MI ON ON MA MI MA OH NH NH MI CA MD
ZIP 45365-8977 10022 29606 37371-0849 48192 37208 75201-7305 60602-4207 60045 48304 P3A 5C2 K1A 1B1 02121 48170-4394 02110 44711-9951 03820 03820-0818 49631 92632 21078
Carolyn Rutland PhD Water Utilities Dept Of Building And Safety City Attorneys Office Tax Department Water Department
City of Kalamazoo City Of Longview City Of Los Angeles City Of Phoenix City Of Roxboro City Of St Joseph City Of Williamston City Treasurer Clapper & Patti Clark Depew & Tracey Clients of Goldberg Persky & White Collector Of Revenue Collins & Aikman Asbestos Claimants Collins & Aikman Asbestos Claimants Collins & Aikman Asbestos Claimants Collins & Aikman Asbestos Claimants Collins & Aikman Corp Legal Dept Columbia Center 10th Fl 321 Settlers Rd 4500 Dorr St 885 Third Ave Ste 3300 7000 N Green Bay Ave Kellie Schone Jayson Macyda
Port Huron Police Department
Barbara J Walker Heard Robins Cloud & Lubel Michael Serling Sieben Polk Zamler Mellen Stacy Fox
Public Svc Dept Env Svc Div PO Box 1952 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 700 BRd St 161 E Grand River 100 Mcmorran 2330 Marinship Way Ste 140 440 Louisiana 16th Fl 4800 Fashion Square Blvd Ste 260 201 N Second St 500 Dallas Ste 3100 280 N Old Woodward Ste 406 1640 S Frontage Rd Ste 200 23077 Greenfield Ste 557 26553 Evergreen Rd
MI TX CA AZ NC MI MI MI CA TX MI MO TX MI MN MI MI NY MI MI OH New York Milwaukee 5445 Corporate Dr Ste 170 Troy NY WI MI
49007-2565 75606 90012 85003 27573 49085-1355 48895 48060 94965 77002 48604-2602 63301 77002 48009 55033 48075 48076 14831 48084 49423 43615 10022 53209 48098-2683
Corning Inc
Nancy Holtby Esq
Cox Hodgman & Giarmarco PC Cunningham Dalman PC Dana Corp Davidson Kempner Capital Management LLC Dennis Reis LLC
William H Horton Esq & Sean M Walsh Esq Jeffrey K Helder Lisa A Wurster Esq
1415 N Harrison St Kalamazoo Longview File 54563 Los Angeles Phoenix Roxboro St Joseph Williamston Port Huron Sausalito Houston Saginaw St Charles Houston Birmingham Hastings Southfield Ste 900 Southfield Riverfront Plaza HQ E2 10 Corning 101 W Big Beaver Rd Troy PO Box 1767 Holland PO Box 1000 Toledo
Morgan Blackwell Dennis P Reis
Dold Spath McKelvie & DeLuca PC
Charles McKelvie Rita Baird
Page 1 of 4
CREDITOR NOTICE NAME 1007 N Market St PO Box 10032
ADDRESS2
COUNTRY
Susan F Herr Ronald Rose & Brendan Best David W Nunn Esq co Lanier Law Firm Gary Torke 90 S Seventh St Auburn Hills Plymouth 400 W Capitol Ave Little Rock MI MI AR
ADDRESS1 50 Fremont St 20th Fl DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 6810 FM 1960 West 4611 North 32nd St 2200 Wells Fargo Center 1084 Doris Rd 47690 E Anchor Ct 2000 Regions Center 48326-2613 48170 72201
CITY San Francisco Wilmington Detroit Toledo Houston Milwaukee Minneapolis
STATE CA DE MI OH TX WI MN
ZIP 94105-2235 19898 48243 43604 77069 53209-6023 55402
CREDITOR NAME DrinkerBiddle DuPont Dykema Gossett PLLC Eastman & Smith Ltd Edward Milon and Philomen Milon ER Wagner Manufacturing Faegre & Benson LLP Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc
William Stiefel
Friday Eldredge & Clark LLP
Director's Office for Taxpayer Services Division
Ga Dept Of Revenue Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Motors Corp Goldenberg Miller Heller Harford County Revenue Heritage Environmental Svcs Inc Hicks Casey & Foster PC PO Box 300 PO Box 959 Attn Lease Administration
Linda L Bentley
Mr Ken Price Samuel D Hicks Esq
PO Box 105499 PO Box 890691 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 300 Renaissance Center 2227 S State Route 157 220 South Main St 7901 W Morris St 136 N Fairground St Ste 100
Atlanta Charlotte Atlanta Pittsburgh Pittsburgh Charlotte Detroit Edwardsville Bel Air Indianapolis Marietta
GA NC GA PA PA NC MI IL MD IN GA TN
30348-5499 28289-0691 30374 15264-0387 15264 28260 48243 62025 21014 46231 30060 37203
Highwoods Forsyth Lp
co Highwoods Properties Llc
co Highwoods Properties Llc co Rudolph libbe Properties
Michael L Cioffi of the City of Montgomery
Canada
Highwoods Forsyth Lp Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Indiana Steel & Wire Co Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer
SBSE Insolvency Unit
Tim Gorman
Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 1 E 4th St PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346
NC OH IN IN OH AL MI NC ON MI IL TX
27604 43617 46204-2253 46207-7218 45202 36103-4660 49501 27702-1807 L4B 1L7 48232 60605-1725 77210
Howard S Sher
Laura Kelly co Brayton Purcell
Jacob & Weingarten PC James R Temple Janesville Products K Morrison, S Benard, W Ruffino Keith Milligan Kerr Russell & Weber PLC Larry Norris Esq Lear Corp Manpower
Kevin L Larin & James E DeLine
Edward M. Mahon, Jr. C Garland Waller
777 Somerset Pl 108 W Scott St 2700 Patterson Ave 222 Rush Landing Rd 3745 C Us Hwy 80 W 500 Woodward Ave Ste 2500 PO Box 1603 21557 Telegraph Rd 30800 Northwestern Hwy
3322 West End Ave Ste 600 Nashville 3100 Smoketree Ct Ste 600 Raleigh Toledo Indianapolis Indianapolis Cincinnati Montgomery Grand Rapids Durham Richmond Hill Detroit Chicago Houston 2301 W Big Beaver Rd Troy Grand Ledge Grand Rapids PO Box 6169 Novato Phenix Detroit Hattiesburg Southfield Farmington Hills
MI MI MI CA AL MI MS MI MI
48084 48837 49546 94948-6169 36870 48226 39401 48034 48334
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CREDITOR NOTICE NAME 450 Sansome St 660 Woodward Ave Ste 1490 33 N La Salle St Ste 1400 338 Church St PO Drawer 948 2707 Meridian Dr Chicago Columbia Greenville IL MS NC 60602-2610 39429 27834 San Francisco Detroit CA MI 94111 48226
ADDRESS1
ADDRESS2
CITY
STATE
ZIP
COUNTRY
CREDITOR NAME Marvin Nordquist Jr as Executor to the Estate of Marvin Nordquist Sr Mazur & Kittel
co Harowitz & Tigerman
McKenna Storer Rowe White & Farrug McNeese & Hahn PLLC Meridian Park
Gregory L Cochran Esq Lawrence E Hahn Esq
Michael A Cox Juandisha M Harris & Heather Donald Stephen M Sylvestri Esq
Canada
Michigan Dept of Treasury Mills & Stockbridge PC Ministre Du Revenu Du Quebec Morris Sakalarios & Blackwell Mundy & Singley Municipality Of Port Hope Nix Patterson & Roach Nossiff & Giampa PC Oakland County Corporation Counsel 320 Robert S Kerr Rm 307
Canada
Alexander G Nossiff Donald F Slavin
3030 W Grand Blvd Ste 10 200 10 Light St 3800 Marly 201 Hardy St 816 Congress Ave Ste 1230 PO Box 117 205 Linda Dr 24 Chestnut St 1200 N Telegraph Rd
Detroit Baltimore Ste Foy Hattiesburg Austin Port Hope Daingerfield Dover Pontiac
MI MD QC MS TX ON TX NH MI
48202 21202-1487 G1X 4A5 39401 78701 L1A 3V9 75638 03820 48341
Gretchen Crawford County Office Building
co Waters & Kraus Kelvin W Scott Esq Woody Ban
Oklahoma County Treasurer Oneida County SCU Paul Hanley Harley Paul S Minor PA Phil Balfour Plastech PolyOne Corp Porter & Malouf Prestige Property Tax Special Princeton Properties Pustorino Tilton Parrington & Lindquist LLC 4005 W 6th St Ste 200
Asst District Attorney 800 Park Ave 4th Fl 1608 Fourth Street Ste 300 160 Main St 3219 McKinney Ave Ste 3000 835 Mason Ave Ste 100 33587 Walker Rd PO Box 12768 1025 King St East 678 Princeton Blvd
Oklahoma City Utica Berkeley Biloxi Dallas Dearborn Avon Lake Jackson Cambridge Lowell Edina 10,000 Midatlantic Dr PO Box 6529
OK NY CA MS TX MI OH MS ON MA MN
73102 13501 94710 39530 75204 48124 44012 39236 N3H 3P5 01851 55435
Canada
QAD Inc Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp Receivable Management Services
Jason Pickering
Phyllis A Hayes
Legal Dept Church St Station 50 Rockefeller Lobby 2 100 Vesper Executive Pk 9690 Deereco Rd Ste 200
PO Box 5126
Mt Laurel New York New York Tyngsboro Timonium
NJ NY NY MA MD
08054 10249 10020-1605 01879-2710 21093
Receiver General For Canada Receiver General for Canada Receiver General For Canada Revenue Canada Secrest Wardle Securities and Exchange Commission Securities and Exchange Commission Sessions Fishman & Nathan LLP
Canada Customs & Rev Agency Technology Ctr 875 Heron Rd 700 Leigh Capreol 11 Station St Ottawa Technology Centre 30903 Northwestern Hwy Ste 200 Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 900 201 St Charles Ave 35th Fl
875 Heron Rd
Ottawa Dorval Belleville Ottawa Farmington Hills Chicago Chicago New Orleans
ON QC ON ON MI IL IL LA
K1A 1B1 H4Y 1G7 K8N 2S3 K1A 9Z9 48334 60604 60604 70170
Canada Canada Canada Canada
Shapero & Green LLC Simpson Thacher & Bartlett LLP State Of Alabama State Of Michigan
Brian Green Peter Pantaleo Erin Casey & Alice Eaton
Dept Of Commerce & Nat Res
Signature Square II Ste 220 425 Lexington Ave Department Of Revenue PO Box 30004
25101 Chagrin Blvd Cleveland New York 50 N Ripley St Montgomery Lansing
OH NY AL MI
44122 10017-3954 36104 48909
Page 3 of 4
CREDITOR NAME State Of Michigan State Of Michigan State Of Michigan State of Michigan PO Box 30744
CREDITOR NOTICE NAME Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex
ADDRESS1 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St
ADDRESS2
CITY Lansing Detroit Lansing Lansing
STATE MI MI MI MI
ZIP 48909 48277-0833 48909 48918-0001
COUNTRY
Jennifer Nelles US Trustee PO Box 2228
First Plaza County Of Fresno
Canada
425 5th Ave N
Jim Leyden TN Attorney Generals Office Of Ingersoll Steven C Bordenkircher Esq Michael F Geiger Esq
Canada
PO Box 100
Canada
State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd Teleflex Inc Tennessee Department of Revenue The Corporation Of The Town The Goodyear Tire & Rubber Co Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit Distressed Debt & Special Situations
Fsia Inc
Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 155 S Limerick Rd Cordell Hall 130 Oxford St 2nd Fl 1144 E Market St 8155 TB Blvd 1306 E Triumph Dr 356 Main St 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525
Lansing Detroit Southfield Hickory Fresno Trenton Limerick Nashville Ingersoll Akron Memphis Urbana Farmington Gananoque Old Fort Pageland Troy Troy Detroit
MI MI MI NC CA ON PA TN ON OH TN IL NH ON NC SC NC MI MI
48909-8244 48226 48075 28602 937151192 K8V 5R1 19468 37247 N5C 2V5 44316-0001 38125 61802 03835 K7G 2T6 28762 29728 27371 48083 48232
Rick Feinstein
Randy Lueth 211 W Fort St Ste 2001 3000 University Dr 12341 E 9 Mile Rd 10 Livingston Pl 2nd Fl 10 High St 205 Millersburg Rd 333 S Tanner One Village Center Dr
677 Washington Blvd 7201 W Friendly Ave 942 Brooks Ave
Stamford Greensboro Holland
CT NC MI MI MI MI CT MA OH IL MI
06901 27410-6237 49423 48226 48326-2356 48089 06830 02110 44633 61866 48111
UBS Investment Bank Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vari Form Inc Vespera Lowell Llc Victor Ditullio Village Of Holmesville Village Of Rantoul
Attn Civil Division Jerry Dittrich Terry Nardone Blue Point Capital Bpv Lowell LLC The Shepard Law Firm
Visteon Climate Control
Detroit Auburn Hills Warren Greenwichn Boston PO Box 113 Holmesville Rantoul Van Buren Ste PO RFQ Office Township
W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC Young & Susser PC
co Lincoln Harris Llc Hal Novikoff
Steven Susser P52940
10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200 26200 American Dr Ste 305
Charlotte New York Bingham Farms Southfield
NC NY MI MI
28262-2337 10019 48025 48034
Page 4 of 4
EXHIBIT B
K&E 11863026.12
SETTLEMENT AND INSURANCE POLICY PURCHASE AGREEMENT AND RELEASES This Settlement and Insurance Policy Purchase Agreement and Releases (this Agreement) is hereby made by and between (i) the Debtors, as hereinafter defined and (ii) Hartford, as hereinafter defined. RECITALS WHEREAS, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330, as amended (the Bankruptcy Code) on May 17, 2005 (the Petition Date), which cases have been jointly administered under Case No. 0555927; and WHEREAS, prior to the Petition Date, Hartford Accident and Indemnity Company allegedly issued certain liability insurance policies to or for the benefit of the Debtors; and WHEREAS, prior to the Petition Date, certain Tort Claims were asserted against the Debtors, and the Debtors anticipate that in the future there may be additional Tort Claims asserted against them; and WHEREAS, prior to the Petition Date, the Debtors tendered Tort Claims (as hereinafter defined) to their alleged liability insurers, including Hartford; and WHEREAS, the Debtors paid certain amounts to satisfy the Tort Claims that the Debtors now allege should have been paid by Hartford under the Alleged Policies; and WHEREAS, certain Insurers (as hereinafter defined) allegedly paid certain amounts to satisfy the Tort Claims that the Insurers allege should have been paid by Hartford under the Alleged Policies; and
K&E 11862385.9
WHEREAS, the Parties disagree with respect to whether and to what extent the Alleged Policies may afford coverage for the Tort Claims against the Debtors (the Coverage Disputes); and WHEREAS, the Parties, without any admission of liability or concession of the validity of the positions or arguments advanced by each other, now wish to fully and finally compromise and resolve the Coverage Disputes and any and all other disputes between them; and WHEREAS, as part of the compromise and resolution of such disputes, the Debtors wish to recoup from Hartford their alleged share of the amounts the Debtors paid for the Tort Claims (the Disputed Payments); and WHEREAS, as part of the compromise and resolution of such disputes, the Debtors have agreed to pay to the Insurers their portion of the settled but unpaid Tort Claims, and defense costs related to such Tort Claims (collectively, the Disputed Cost Share Payments), under that certain Asbestos Claim Handling Agreement dated August 12, 1999 between the Debtors and the Insurers (the Cost Share Agreement); and WHEREAS, as part of the compromise and resolution of such disputes, Hartford wishes to acknowledge and purchase certain of the Alleged Policies (the Buyout Policies) from the Debtors in good faith and free and clear of all Interests (as defined herein) of any Person (as defined herein); and WHEREAS, as part of the compromise and resolution of such disputes, Hartford intends to acknowledge certain additional Alleged Policies (the Remaining Policies), and to agree that the Remaining Policies provide liability coverage in accordance with certain terms, conditions, limitations, and exclusions; and
2
K&E 11862385.9
WHEREAS, each Party has received the advice of counsel in the preparation, drafting and execution of this Agreement, which was negotiated at arms-length; NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants contained herein, and intending to be legally bound hereby, subject to the approval of the Bankruptcy Court, the Parties hereby agree as follows: I. DEFINITIONS AND CONSTRUCTION 1.1 below. (a) Acknowledged Excess Policies shall have the meaning ascribed to it in As used in this Agreement, the following terms shall have the meanings set forth
Paragraph 3.5 of this Agreement. (b) Acknowledged Primary Policies shall have the meaning ascribed to it in
Paragraph 3.1 of this Agreement. (c) Alleged Policies shall mean all insurance policies allegedly issued by
Hartford, whether known or unknown, missing or located, (i) that were allegedly issued to the Debtors, (ii) under which the Debtors claim to be an insured, named insured, person insured, additional insured, or additional person insured, or (iii) under which the Debtors assert, have asserted, or could, in the future, assert a right to coverage for Tort Claims. (d) Approval Order means an order or orders of the Bankruptcy Court in
substantially the form attached hereto as Exhibit 1 with such modifications as are acceptable to the Debtors and Hartford in their sole discretion, entered by the Bankruptcy Court under Bankruptcy Code Section 363 and Bankruptcy Rule 9019 and/or under such other provisions as the Bankruptcy Court may order, approving this Agreement and authorizing the Parties to undertake the settlement and the transactions contemplated by this Agreement.
3
K&E 11862385.9
(e)
Bankruptcy Court means the United States Bankruptcy Court for the
Eastern District of Michigan and, to the extent it exercises jurisdiction over the Bankruptcy Case, the United States District Court for the Eastern District of Michigan. (f) forth in Section IV. (g) (h) Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure. Buyout Policies shall mean all Alleged Policies except for the Bankruptcy-Related Obligations means the obligations of the Parties set
Remaining Policies, as defined herein. (i) Claim means any past, present, or future claim, demand, action, cause of
action, suit or liability of any kind or nature whatsoever, whether at law or in equity, known or unknown, asserted or unasserted, anticipated or unanticipated, accrued or unaccrued, fixed or contingent, which have been or may be asserted by or on behalf of any Person, whether seeking damages (including compensatory, punitive or exemplary damages) or equitable, mandatory, injunctive, or any other type of relief, including crossclaims, counterclaims, third-party claims, suits, lawsuits, administrative proceedings, notices of liability or potential liability (including Potentially Responsible Party or PRP notices), arbitrations, actions, rights, requests, causes of action or orders, including any claim as that term is defined in the United States Bankruptcy Code, 11 U.S.C. 101(5). (j) Debtors shall mean Collins & Aikman Corporation and its affiliated
debtors, as debtors and debtors in possession jointly administered in the Bankruptcy Court under Case No. 05-55927. (k) Direct Action Claim means any Claim by a Tort Plaintiff against any
insurer, including Hartford, on account of a Tort Claim, whether arising by contract, in tort or
4
K&E 11862385.9
under the laws of any jurisdiction, including any statute that gives a third party a direct cause of action against an insurer. (l) Execution Date means the first day upon which a complete set of all
counterpart signatures of the Parties has been delivered to Hartford pursuant to paragraph 7.12 and Hartford has executed the Agreement. (m) Extra-Contractual Claim means any Claim against an insurer, including
Hartford, seeking any type of relief, including, compensatory, exemplary or punitive damages, on account of alleged bad faith; failure to act in good faith; violation of any duty of good faith and fair dealing; violation of any unfair claims practices act or similar statute, regulation or code; any type of alleged misconduct; or any other act or omission of the insurer of any type for which the claimant seeks relief other than coverage or benefits under an insurance policy. (n) Final Order means an order or judgment (including any modification or
amendment thereof) that remains in effect and has not been reversed, vacated or stayed, and as to which the time to appeal or seek review, rehearing or writ of certiorari has expired and as to which no appeal or petition for review, reconsideration, rehearing or certiorari has been taken or, if taken, has been resolved and no longer remains pending. (o) Hartford means Hartford Accident and Indemnity Company and its
respective past, present, and future subsidiaries, parents, affiliates, associated corporations and entities, employees, officers, directors, shareholders, principals, agents, attorneys, representatives, predecessors, successors and assigns. (p) Insurance Coverage Claim means any Claim for insurance coverage
under the Alleged Policies.
5
K&E 11862385.9
(q)
Insurers means those certain insurance companies that are parties to the
Cost Share Agreement; (r) Interests includes, without limitation, all liens, Claims, encumbrances,
interests and other rights of any nature, whether at law or in equity. (s) them. (t) Person means an individual, a corporation, a partnership, an association, Parties means Hartford and the Debtors and Party means either one of
a limited liability company, a proprietorship, joint venture, a trust, executor, legal representative, or any other entity or organization, as well as any federal, international, foreign, state, or local governmental or quasi-governmental entity, body, or political subdivision or any agency or instrumentality thereof. (u) Plan shall mean the First Amended Joint Plan of Collins & Aikman
Corporation and its Debtor Subsidiaries dated February 9, 2007, as may be amended or modified. (v) 3.6 of this Agreement. (w) Plan. (x) 2.1 of this Agreement. (y) (z) 1.2 Tort Claims shall have the meaning set forth in the Plan. Tort Plaintiff means any and all Persons holding Tort Claims. Settlement Payment shall have the meaning ascribed to it in Paragraph Residual Trust shall mean the Residual Claim Trust described in the Remaining Policies shall have the meaning ascribed to it in Paragraph
The following rules of construction shall apply to this Agreement:
6
K&E 11862385.9
(a)
unless the context of this Agreement otherwise requires, (1) words of any
gender include both genders; (2) words using the singular or plural number also include the plural or singular number, respectively; (3) the terms hereof, herein, hereby and derivative or similar words refer to this entire Agreement; (4) the words include, includes or including shall be deemed to be followed by the words without limitation; and (5) the word or shall be disjunctive but not exclusive; (b) references to agreements and other documents shall be deemed to include
all subsequent amendments and other modifications thereto; (c) references to statutes shall include all regulations promulgated thereunder
and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation; (d) the wording of this Agreement was reviewed by legal counsel for each of
the Parties and each of them had sufficient opportunities to propose and negotiate changes prior to its execution. None of the Parties will be entitled to have any wording of this Agreement construed against the other based on any contention as to which of the Parties drafted the language in question or which Party is an insurer. II. SETTLEMENT PAYMENT 2.1 Subject to all of the terms of this Agreement, in full and final settlement of all
responsibilities under and arising out of the Disputed Payments, Disputed Cost Share Payments, and/or Buyout Policies, and in consideration of the sale of the Buyout Policies to Hartford free and clear of all Interests of any Person, Hartford Accident and Indemnity Company shall pay to the Debtors, to be directed to the Residual Trust subject to the terms of this Agreement, the sum of One Million Dollars ($1,000,000.00) (the Settlement Payment). The Settlement Payment shall be made within seven (7) days after the date upon which Hartford is notified in writing by 7
K&E 11862385.9
the Debtors that (a) the Approval Order has become a Final Order, (b) the Residual Trust has been established and (c) the Debtors and Hartford have entered into a new Cost Share Agreement providing that the Debtors allocable share of liability shall be 0%. 2.2 In exchange for making the Settlement Payment, the Debtors will sell (as
described in Section V herein), and Hartford shall purchase, and become sole owner of, the Buyout Policies, which shall include the alleged policies identified on Exhibit 2. 2.3 The Parties expressly agree that (i) the Settlement Payment is the total amount
Hartford is obligated to pay on account of any and all Claims of any kind made under or relating to the Disputed Payments and/or Buyout Policies or with respect to Extra-Contractual Claims relating to the Buyout Policies; (ii) that under no circumstance will Hartford ever be obligated to make any additional payments to anyone in connection with the Disputed Payments and/or Buyout Policies, including amounts allegedly owed for Extra-Contractual Claims; (iii) that all limits of liability of the Buyout Policies, including all per occurrence and aggregate limits, shall be deemed fully and properly exhausted; (iv) the Settlement Payment is the full purchase price of the Buyout Policies, and that, upon payment of the Settlement Payment, Hartford shall be deemed to own the Buyout Policies free and clear of all Interests of any Person; and (v) Hartfords payment of the Settlement Payment includes Hartfords payment of any and all amounts it is, or has become, obligated to pay on account of liability for past Tort Claims to which the Buyout Policies allegedly were obligated to respond, including the Disputed Payments. 2.4 The Settlement Payment shall be directed, as specified in Paragraph 2.1 above, to
the Residual Trust where it shall be used to pay liabilities of the Debtors for Tort Claims and related expenses, including expenses of establishing and administering the Residual Trust, after
8
K&E 11862385.9
payment of the Disputed Payments to the Debtors and Disputed Cost Share Payments to the Insurers. 2.5 From and after the Execution Date, the Debtors will not commence against
Hartford and Hartford shall not commence against the Debtors, any action, suit, or proceeding of any nature whatsoever with respect to any matter, conduct, transaction, occurrence, fact or other circumstance alleged in, arising out of, connected with or in any way relating to the Disputed Payments and/or Buyout Policies, except to enforce the terms set forth in this Agreement. III. ACKNOWLEDGEMENT OF REMAINING POLICIES 3.1 For purposes of this Agreement, Hartford acknowledges that the following third-
party liability insurance policies were issued by Hartford Accident and Indemnity Company to Wickes Boiler Company (the Acknowledged Primary Policies): Company Hartford A & I Hartford A & I Hartford A & I Hartford A & I Hartford A & I Hartford A & I 3.2 Policy Number 35 C 693165 35 C 693989 35 C 694745 35 C 695316 35 C 695316 35 C 695316 Policy Period July 1, 1960 to July 1, 1961 July 1, 1961 to July 1, 1962 July 1, 1962 to July 1, 1963 July 1, 1963 to July 1, 1964 July 1, 1964 to July 1, 1965 July 1, 1965 to July 1, 1966
Subject to the terms of Paragraphs 3.3 and 3.4 below, the Debtors and Hartford
agree that each of the Acknowledged Primary Policies incorporates the terms and conditions of the policy form attached to this Agreement as Exhibit 3. 3.3 The limits of liability in each Acknowledged Primary Policy shall provide: LIMIT OF LIABILITY
$1,000,000 each occurrence $1,000,000 in the aggregate each annual period
LIABILITY COVERAGE Bodily Injury and Property Damage Liability
9
K&E 11862385.9
3.4
The Debtors and Hartford agree that, notwithstanding Paragraph 3.2 above and
any contrary language of the policy form attached as Exhibit 3, each of the Acknowledged Primary Policies expressly provides that: Regardless of the number of (i) insureds under the Policy, (ii) persons or organizations who sustain bodily injury or property damage, or (iii) claims made or suits brought on account of bodily injury or property damage, there shall exist for the Policy Period set forth in the Declarations a combined single occurrence limit of one million dollars ($1,000,000.00) for all damages because of bodily injury or property damage sustained by one or more persons or organizations as the result of any one occurrence. Subject to the combined single occurrence limit there shall exist for the Policy Period set forth in the Declarations an aggregate limit for each annual period of one million dollars ($1,000,000.00), which is the total liability of Hartford for all damages because of bodily injury or property damage. The Debtors and Hartford agree, pursuant to this Paragraph 3.4, that, upon payment of the applicable policy limit of liability by Hartford, the Debtors immediately release Hartford from all Claims arising out of or relating to that Acknowledged Primary Policy, whether such Claims are known or unknown, including any and all Insurance Coverage Claims and any and all ExtraContractual Claims, including any alleged bad faith claim, alleged violation of any statute or regulation, including any Unfair Claim Practices Acts or similar statutes of each of the fifty (50) states (where applicable), or any other extra-contractual claims or alleged misconduct. 3.5 Hartford acknowledges that Hartford Accident and Indemnity Company, New
England Reinsurance Company (New England), First State Insurance Company (First State), and Twin City Fire Insurance Company (Twin City) issued the following excess liability policies (the Acknowledged Excess Policies): Issuing Insurer and Policy Number Hartford A&I Policy No. 56 HU SG1612 Hartford A&I Policy No. 72 HU SG5216 Hartford A&I Policy No. 72 XXN ST0386 10
K&E 11862385.9
Policy Period 9/12/85-9/12/86 9/12/86-9/12/87 9/12/87-9/12/88
Hartford A&I Policy No. 72 HUSG 6249 New England Policy No. 686942 First State Policy No. 951246 First State Policy No. EL 936017 First State Policy No. EL 000360 Twin City Policy No. TXS 100948 Twin City Policy No. TXS 101597 3.6
9/12/87-9/12/88 5/1/81-4/24/82 4/24/82-4/24/83 4/24/83-4/24/84 9/12/86-9/12/87 4/24/82-4/24/83 4/24/83-4/24/84
The Debtors shall not release, and Hartford shall not acquire, the Acknowledged
Primary Policies or Acknowledged Excess Policies (collectively, the Remaining Policies), except to the extent and as described in this Section III and Paragraph 5.4. 3.7 Hartford shall have no obligation under the Remaining Policies to reimburse the
Debtors or any other entity for amounts incurred or paid prior to the Execution Date of this Agreement, nor shall Hartford have any obligation under any of the Remaining Policies to reimburse the Debtors or any entity for any Tort Claims resolved prior to the Petition Date. 3.8 The Debtors fully, finally, and completely release, acquit, and remit Hartford
from all Claims, whether known or unknown, relating to or arising out of and/or in connection with any Insurance Coverage Claim under the Remaining Policies or any Extra-Contractual Claim, including any alleged bad faith claim, alleged violation of any statute or regulation, including without limitation any Unfair Claim Practices Acts or similar statutes of each of the fifty (50) states (where applicable), or any other extra-contractual claims or alleged misconduct committed by Hartford up to, and including the Execution Date of this Agreement. 3.9 Hartford fully, finally, and completely remises, releases, acquits and forever
discharges, the Debtors of and from any and all past or present Claims, including Insurance Coverage Claims, Extra-Contractual Claims, and all Claims relating to or arising out of the
11
K&E 11862385.9
Bankruptcy Case, against the Debtors with respect to the Remaining Policies up to, and including, the Execution Date of this Agreement. IV. BANKRUPTCY-RELATED OBLIGATIONS 4.1 Within five (5) business days after the Execution Date, the Debtors shall file a
motion to approve this Agreement pursuant to Bankruptcy Code section 363 and Bankruptcy Rules 6004 and Rule 9019. The Debtors and Hartford agree to use their commercially reasonable efforts to obtain entry of the Approval Order as a Final Order, and to oppose any attempt by a non-party to invalidate or prevent the approval, validation, or enforcement of the Approval Order or this Agreement. The Approval Order shall be in substantially the form of Exhibit 1 hereto, with only such changes as Hartford and the Debtors may approve, and shall provide, inter alia: (1) pursuant to section 363(f) of the Bankruptcy Code, the Buyout Policies are transferred to Hartford, free and clear of all Interests of any Person, which Interests shall attach to the Settlement Payment in the hands of the Residual Trust, following payment of the Disputed Payments and the Disputed Cost Share Payments, with the same validity and priority as they had in the Buyout Policies subject to the administrative costs of maintaining the Residual Trust; (2) Hartford is a good faith purchaser of the Buyout Policies and, as such, is entitled to all protections provided to a good faith purchaser under Bankruptcy Code Section 363(m). 4.2 If the Approval Order or any other orders of the Bankruptcy Court relating to this
Agreement shall be appealed by any Person (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), the Debtors will use their commercially reasonable efforts to defend against such appeal, petition or motion, and Hartford agrees to cooperate in such efforts, and each Party hereto agrees to use its commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, however, that nothing herein shall preclude the Parties hereto from consummating the transactions contemplated herein if the 12
K&E 11862385.9
Approval Order shall have been entered and has not been stayed and Hartford, in its sole discretion, waives in writing the requirement that the Approval Order be a Final Order. 4.3 Each of the Parties further agrees not to take any appeal from, or to seek to
reopen, reargue or obtain reconsideration of, or otherwise contest or challenge in any way, directly or indirectly, the Approval Order or any other order provided for by, or executed or entered pursuant to, or in implementation of, this Agreement, except to the extent that any such order shall be materially inconsistent with the terms hereof. 4.4 Once the Residual Trust has been established, the rights and obligations of the
Debtors under this Agreement shall be deemed to have been assigned to it without need of further action by any Party, and the Residual Trust shall be bound by all of the provisions of this Agreement. 4.5 Consummation of the transactions contemplated by this Agreement is expressly
conditioned upon entry of the Approval Order as a Final Order. Hartford shall have no obligation to pay the Settlement Payment under this Agreement unless and until the Approval Order becomes a Final Order and all other conditions specified in this Agreement have been satisfied. If the Bankruptcy Court declines to enter the Approval Order, or if the Approval Order is vacated, modified in a way that is not acceptable to a Party, or reversed on appeal, each Party may terminate this Agreement, at its sole option, by delivering written notice to the other Party. This Agreement shall become null and void immediately upon delivery of such notice, except as provided in Paragraph 4.6 below. 4.6 Notwithstanding anything in the Agreement to the contrary, in the event the
Agreement is declared null and void under Paragraph 4.5 above, (1) the Agreement, except for Sections I, VI, VII, and Paragraphs 4.5 and 4.6 (which sections shall remain in full force and
13
K&E 11862385.9
effect), shall be vitiated and shall be a nullity; (2) Hartford, at its sole discretion, may elect that Section III shall remain in full force and effect by notifying the Debtors in writing; (3) subject to Hartfords right under subparagraph (2) above, Hartford shall not be obligated to pay the Settlement Payment pursuant to this Agreement; (4) the Parties shall have all of the rights, defenses and obligations under or with respect to any and all Alleged Policies that they would have had absent this Agreement; and (5) any and all otherwise applicable statutes of limitations or repose, or other time-related limitations, shall be deemed to have been tolled for the period from the Execution Date through the date that the Agreement becomes null and void, and no Party shall assert or rely on any time-related defense to any Claim by any other Party related to such tolled period. 4.7 The Debtors will cooperate with Hartford and its representatives in connection
with the Approval Order and the bankruptcy proceedings in connection therewith. Such cooperation shall include, but not be limited to, consulting with Hartford at its request concerning the status of such proceeding and providing Hartford with copies of requested pleadings, notices, proposed orders and other documents relating to such proceedings as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court. The Debtors further covenant and agree that it will not submit to the Bankruptcy Court for approval any motion, plan, adversary proceeding, filing or other request the approval of which could conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement and the rights of Hartford hereunder, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, including any transaction that is contemplated by or approved pursuant to the Approval Order.
14
K&E 11862385.9
V.
RELEASES 5.1 Upon the entry of the Approval Order as a Final Order, and without any further
action by the Parties: (a) The Debtors hereby fully, finally, and completely remise, release, acquit
and forever discharge, Hartford of and from any and all past, present or future Claims, including Tort Claims, Extra-Contractual Claims, Direct Action Claims and all Claims relating to or arising out of the Bankruptcy Case, or relating to or arising out of the Disputed Payments and/or Buyout Policies. (b) Hartford Accident and Indemnity Company hereby fully, finally, and
completely remises, releases, acquits and forever discharges, the Debtors of and from any and all past, present or future Claims, including Extra-Contractual Claims, and all Claims relating to or arising out of the Bankruptcy Case, or relating to or arising out of the Disputed Payments and/or Buyout Policies. 5.2 The Parties acknowledge they have been advised by their respective legal counsel
and are familiar with the provisions of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of the executing of the release which if known by him must have materially affected his settlement with the debtor. In furtherance of this Agreement, each Party expressly waives any and all rights it may have under any contract, statute, code, regulation, ordinance, or the common law, which may limit or restrict the effect of a general release as to Claims, including without limitation Insurance Coverage Claims, that it does not know or suspect to exist in its favor at the time of the execution of this Agreement. 15
K&E 11862385.9
5.3
If, contrary to the Parties specific intent, any Claims released pursuant to Section
V, including, Insurance Coverage Claims, are deemed to survive this Agreement, even though they are encompassed by the terms of the release set forth in this Section V of this Agreement, Hartford and the Debtors hereby: (1) forever, expressly, and irrevocably waive entitlement to and agree not to assert any and all such Claims, and (2) expressly assume the risk that acts, omissions, matters, causes, or things may have occurred or will occur that they do not know and do not suspect to exist. 5.4 The releases set forth in this Section V shall not apply to or have any effect on
Hartfords right to any claim for reinsurance in connection with the Alleged Policies (including the Buyout Policies and the Remaining Policies) and/or any Tort Claim; or the rights of the Debtors or the Residual Trust against any Person other than Hartford, which rights are expressly retained by the Debtors and the Residual Trust. 5.5 Nothing in this Section V is intended to, nor shall be construed to, release, waive
or otherwise affect the Parties rights and obligations under this Agreement. VI. REPRESENTATIONS AND WARRANTIES OF THE PARTIES Each of the Parties separately represents and warrants as follows: (a) To the extent it is a corporation or other legal entity, it has the requisite
power and authority to enter into this Agreement and to perform the obligations contemplated by this Agreement; (b) Subject to entry of the Approval Order as a Final Order, the execution and
delivery of, and the performance of the obligations contemplated by this Agreement have been approved by duly authorized representatives of the Party, and by all other necessary actions of the Party;
16
K&E 11862385.9
(c)
Each Party has expressly authorized its undersigned representative to
execute this Agreement on the Partys behalf as its duly authorized agent; and (d) This Agreement has been thoroughly negotiated and analyzed by its
counsel and has been executed and delivered in good faith, pursuant to arms-length negotiations, and for value and valuable consideration. VII. ACTIONS INVOLVING THIRD PARTIES 7.1 For purposes of supporting the release granted in Section V and the
extinguishment of any and all rights under the Buyout Policies resulting from the purchase and sale thereof contemplated by this Agreement, the Debtors hereby agree as follows with respect to any claim against them: (a) they will not seek to obtain payment from any other insurance company of
any amount that may be attributable or allocable to Hartford under the Buyout Policies; and (b) In the event that any insurer of the Debtors obtains a judicial
determination or binding arbitration award that it is entitled to obtain a sum certain from Hartford as a result of a claim for contribution, subrogation, indemnification or other similar claim against Hartford for Hartfords alleged share or equitable share, or to enforce subrogation rights, if any, of the defense and/or indemnity obligation of Hartford for any Claims released pursuant to this Agreement, the Debtors shall voluntarily reduce their judgment or Claim against, or settlement with, such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification claims against Hartford. To ensure that such a reduction is accomplished, Hartford shall be entitled to assert this paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect Hartford from any liability for the judgment or Claim. 17
K&E 11862385.9
7.2
Hartford shall not seek reimbursement for any payments Hartford is obligated to
make under this Agreement, whether by way of a claim for contribution, subrogation, indemnification or otherwise, from anyone other than Hartfords reinsurers in their capacity as reinsurers of Hartford. Notwithstanding the foregoing, if a third party pursues a contribution, subrogation or indemnification claim against Hartford relating to any of the Alleged Policies, then Hartford shall be free to assert such a claim against such third party. VIII. MISCELLANEOUS 8.1 Hartford shall have the right, at its own expense, upon reasonable notice, at a time
and place convenient to the Residual Trust, to review and/or audit the Residual Trust, its payments and filings. 8.2 In the event that any proceedings are commenced to invalidate all or any part of
this Agreement, the Parties agree to cooperate fully in opposition to such proceedings. 8.3 Each Party agrees to take such steps and to execute any documents as may be
reasonably necessary or proper to effectuate the purpose and intent of this Agreement and to preserve its validity and enforceability. In the event that any action or proceeding of any type whatsoever is commenced or prosecuted by any Person not a Party hereto to invalidate, interpret, or prevent the validation, enforcement, or carrying out of all or any of the provisions of this Agreement, the Parties mutually agree, represent, warrant, and covenant to cooperate in opposing such action or proceeding. 8.4 This Agreement constitutes a single integrated written contract that expresses the
entire agreement and understanding between the Parties. Except as otherwise expressly provided, this Agreement supersedes all prior communications, settlements, and understandings between the Parties and their representatives regarding the matters addressed by this Agreement. Except as explicitly set forth in this Agreement, there are no representations, warranties, 18
K&E 11862385.9
promises, or inducements, whether oral, written, expressed, or implied, that in any way affect or condition the validity of this Agreement or alter or supplement its terms. Any statements, promises, or inducements, whether made by any party or any agents of any party, that are not contained in this Agreement shall not be valid or binding. 8.5 By entering into this Agreement, neither of the Parties has waived or shall be
deemed to have waived any rights, obligations, or positions it or they have asserted or may in the future assert in connection with any matter or Person outside the scope of this Agreement. No part of this Agreement, its negotiation or performance may be used in any manner in any action, suit or proceeding by any Person as evidence of the rights, duties or obligations of any of the Parties with respect to matters or Persons outside the scope of this Agreement. All actions taken and statements made by the Parties or by their representatives, relating to this Agreement or participation in this Agreement, including its development and implementation, shall be without prejudice or value as precedent, and shall not be used as a standard by which other matters may be judged. 8.6 This Agreement represents a compromise of disputed Claims and shall not be
deemed an admission or concession by any Party of liability, culpability, or wrongdoing. Hartfords entry into this Agreement does not constitute an endorsement of any plan of reorganization for the Debtors or a statement of position of any kind as to whether any such plan of reorganization as proposed or confirmed is lawful or unlawful. Settlement negotiations leading up to this Agreement and all related discussions and negotiations shall be deemed to fall within the protection afforded to compromises and to offers to compromise by Rule 408 of the Federal Rules of Evidence and any parallel state law provisions. Any evidence of the terms of this Agreement or negotiations or discussions associated with this Agreement shall be
19
K&E 11862385.9
inadmissible in any action or proceeding for purposes of establishing any rights, duties, or obligations of the Parties, except in (1) an action or proceeding to enforce the terms of this Agreement, or (2) any possible action or proceeding between Hartford and any of its reinsurers. This Agreement shall not be used as evidence or in any other manner, in any court or dispute resolution proceeding, to create, prove, or interpret Hartfords obligations under the Policies to the Debtors, Tort Plaintiffs, the Residual Trust or any other Person. 8.7 If any provisions of this Agreement, or the application thereof, shall for any
reason or to any extent be construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, and application of such provisions to other circumstances, shall remain in effect and be interpreted so as best to reasonably effect the intent of the Parties. Notwithstanding the foregoing, (i) if the releases set forth in Section III and/or V are found to be unenforceable or invalid by a court of competent jurisdiction, then it shall be the intent of the Parties that such invalidity or unenforceability shall be cause for rescission of the entire Agreement at the election of the Party whose interests are injured by the finding of invalidity or unenforceability, and (ii) the provisions in this Agreement regarding the entry of the Approval Order as a Final Order shall not be severable from this Agreement. 8.8 Neither this Agreement nor the rights and obligations set forth herein shall be
assigned without the prior written consent of the other Parties. 8.9 Section titles or headings contained in this Agreement are included only for ease
of reference and shall have no substantive effect.
20
K&E 11862385.9
8.10
All notices, demands, or other communication to be provided pursuant to this
Agreement shall be in writing and sent to the Parties at the addresses set forth below, or to such other person or address as any of them may designate in writing from time to time: If to Hartford: John J. Kinney Vice President Complex Claim Group The Hartford Hartford Plaza Hartford, CT 06115 With a copy to: James P. Ruggeri, Esq. Hogan & Hartson LLP 555 Thirteenth Street, NW Washington, DC 20004 If to the Debtors: General Counsel Collins & Aikman Corporation 26533 Evergreen Road Suite 900 Southfield, MI 48076 With a copy to: David Eaton, Esq. Ray Schrock, Esq. Adam Paul, Esq. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 If to the Agent for the DIP Lenders Peter Nurge Capstone Advisory Group, LLC Park 80 West, Plaza 1 Plaza Level Saddle Brook, NJ 07663 21
K&E 11862385.9
Harold S. Novikoff, Esq. Wachtell Lipton Rosen & Katz 51 West 52nd St. New York, NY 10019 If to the Residual Trust, to the Trustee as appointed by the Bankruptcy Court. 8.11 This Agreement may be executed in multiple counterparts, all of which together
shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, which facsimile counterparts shall be deemed to be originals. 8.12 The Parties agree that nothing contained in this Agreement shall be deemed or
construed to constitute (i) an admission by Hartford that the Debtors or any other Person was or is entitled to any insurance coverage under the Policies or as to the validity of any of the positions that have been or could have been asserted by the Debtors, (ii) an admission by the Debtors as to the validity of any of the positions or defenses to coverage that have been or could have been asserted by Hartford, or (iii) an admission by the Debtors or Hartford of any liability whatsoever with respect to any of the Tort Claims. 8.13 Each of the Parties expressly agrees and acknowledges that irreparable injury may
result to the other in the event of a breach by any of them of this Agreement, and in the event of such a breach, or the threat thereof, the aggrieved Party shall be entitled, in addition to any otherwise available legal and/or equitable remedies and without a showing of actual damage, to temporary or permanent injunctive or other equitable relief to restrain any and/or enjoin any actual, prospective or threatened violation of this Agreement. [signatures on following page]
22
K&E 11862385.9
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the last date indicated below. THE DEBTORS (as defined) By: Name: Title: Date: HARTFORD (as defined) By: Name: Title: Date:
23
K&E 11862385.9
[Exhibit 1 Draft Approval Order]
K&E 11862385.9
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
ORDER APPROVING SETTLEMENT, INSURANCE POLICY PURCHASE AGREEMENT AND RELEASES Upon the motion (the Motion)2 of the above captioned debtors (collectively, the Debtors) for the entry of an order Approving Settlement, Insurance Policy Purchase
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.
K&E 11862385.9
Agreement and Releases [Docket No. ____]; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; 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 this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of this Motion and the opportunity for a hearing on this 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. The Motion is granted in its entirety. For the reasons set forth herein and on the record at the hearing, all objections to
the Motion and the relief requested therein or granted in this Order that have not been withdrawn, waived, or settled, and all reservations of rights included in such objections, are overruled on the merits or have otherwise been adequately addressed by the terms of this Order. 3. C&A is authorized and directed to enter into the Agreement and, pursuant to
section 363(b) of the Bankruptcy Code, to sell, transfer and convey the Buyout Policies to Hartford in accordance with the terms and subject only to the conditions specified herein and in the Agreement. C&A is hereby authorized and directed to take any and all actions, and prepare, execute and file any and all documents necessary and appropriate to effect and implement the terms of the Agreement without further order of this Court. The Agreement and this Order constitute valid and binding obligations of the Estates, and shall be enforceable in accordance with the terms thereof. 4. This Order shall be binding upon (i) Hartford, (ii) C&A, (iii) the Estates, (iv) all
Persons having any Interest in the Buyout Policies, (v) all Persons having Claims against C&A
26
K&E 11862385.9
or the Estates that could give rise to a claim for coverage under the Buyout Policies or the Remaining Policies, (vi) the Residual Claims Trust, and (vii) the respective successors and assigns of each of the foregoing Persons. Subject to the payment by Hartford of the Settlement Payment as provided for in the Agreement, the sale of the Buyout Policies by C&A to Hartford shall constitute a legal, valid and effective transfer of the Buyout Policies and shall vest Hartford with all right, title, and interest of the Estates in and to the respective Buyout Policies, free and clear of (a) all Interests in the Buyout Policies and (b) any and all Claims against C&A or the Estates that could give rise to a claim for coverage under the Policies, whether arising prior to, during, or subsequent to the Bankruptcy Cases or imposed by agreement, understanding, law, equity or otherwise. 5. The Settlement Payment shall be paid by Hartford as provided in the Agreement.
The proceeds realized from the Settlement Payment shall be deposited with the Residual Claims Trust within seven (7) days of the date upon which Hartford is notified in writing by the Debtors that (a) the Approval Order has become a Final Order, (b) the Residual Trust has been established and (c) the Debtors and Hartford have entered into a new Cost Share Agreement as set forth in the Agreement. Pursuant to the terms of the Agreement, once deposited with the Residual Claims Trust, these proceeds will be used to pay the administrative costs of the Residual Claims Trust and Tort Claims, following C&As recovery of the Disputed Payments and the turnover of the Disputed Cost Share Payments to the Certain Insurers. 6. Pursuant to section 363(f) of the Bankruptcy Code and subject to the
consummation of the sale of the Buyout Policies as provided under the Agreement, the Buyout Policies shall be and hereby are transferred to Hartford, free and clear of (a) all Interests in the Buyout Policies and (b) any and all Claims against C&A or the Estates that could give rise to a
27
K&E 11862385.9
claim for coverage under the Policies, whether arising prior to, during, or subsequent to the Bankruptcy Case or imposed by agreement, understanding, law, equity or otherwise. 7. Any and all persons and entities holding Interests of any kind or nature (including,
without limitation, all debt security holders, equity security holders, governmental, tax and regulatory authorities, lenders, trade and other creditors, and Tort Claimants) against or in the Estate or the Buyout Policies are hereby barred, estopped and permanently enjoined from asserting such Interests against Hartford or any of its affiliates, stockholders, members, partners, parent entities, successors, assigns, officers, directors or employees, agents, representatives, and attorneys, or against the Buyout Policies. 8. Any and all Interests in the Buyout Policies shall be transferred, affixed, and
attached to the proceeds of the sale in accordance with the Agreement, with the same validity, priority, force, and effect as such Interests had upon the Buyout Policies immediately prior to the consummation of the sale of the Buyout Policies. 9. This Order shall be effective and enforceable immediately upon entry and its
provisions shall be self-executing and shall not be stayed under Bankruptcy Rule 6004(g). The provisions of this Order are nonseverable and mutually dependent. 10. This Order, the Agreement and all related agreements or documents necessary to
effect and implement the Agreement shall be binding upon and inure to the benefit of the Estates, Hartford and any of its respective successors and assigns. The provisions of this Order shall survive any order dismissing the Bankruptcy Case. 11. The failure specifically to include any particular provision of the Agreement in
this Order shall not diminish or impair the efficacy of such provisions, it being the intent of this
28
K&E 11862385.9
Court that the Agreement and each and every provision, term and condition thereof be authorized and approved in its entirety. 12. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion. 13. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry. 14. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
29
K&E 11862385.9
Exhibit 2 Known Alleged Buyout Policies
Policy Number PL202458 MC14399 C1465 C1731 C7785 C10144 C11668 C13892 C20926 C20926 C20926 C49283 C49283 C49283 C75637 C75637 C75637 C205085 C210392 35 C 691695 35 C 692395
Policy Period 12/31/1939-12/31/1940 12/31/1940-12/31/1941 12/31/1941-12/31/1942 12/31/1942-12/31/1943 12/31/1943-12/31/1944 12/31/1944-12/31/1945 12/31/1945-12/31/1946 12/31/1946-12/31/1947 12/15/1947-12/31/1948 12/15/1948-12/15/1949 12/15/1949-12/15/1950 12/15/1950-12/15/1951 12/15/1951-12/15/1952 12/15/1952-7/1/1953 7/1/1953-7/1/1954 7/1/1954-7/1/1955 7/1/1955-7/1/1956 7/1/1956-7/1/1957 7/1/1957-7/1/1958 7/1/1958-7/1/1959 7/1/1959-7/1/1960
K&E 11862385.9
[Exhibit 3 Policy Form Included in the Acknowledged Primary Policies]
K&E 11862385.9

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN In re: COLLINS & AIKMAN CORPORATION,

not based on any bad faith or improper motive.

of $1,000,000.00 is fair and reasonable consideration.

granted pursuant to this Order in accordance with the Motion.

the implementation of this Order.

Dated: June 22, 2007 /s/ Ray C. Schrock Ray C. Schrock

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