UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

In Re: COLLINS & AIKMAN CORPORATION, et al., Chapter 11 Case No. 05-55927-R Hon. Steven W. Rhodes

Debtor. _________________________________ BROWN CORPORATION'S LIMITED OBJECTION TO GENERAL MOTORS CORPORATION'S MOTION FOR CONTINGENT RELIEF FROM AUTOMATIC STAY TO OBTAIN POSSESSION OF TOOLING Brown Corporation ("Brown"), by and through its attorneys, Varnum, Riddering, Schmidt & HowlettLLP, hereby objects to General Motors Corporation's Motion for Contingent Relief from Automatic Stay to Obtain Possession Tooling (the "Motion") as follows: Brown is a Tier II supplier for GM. This means that GM contracted with the Debtors to produce the Component Parts1 pursuant to Production Purchase Orders. The Debtors in turn contracted with Brown to a) produce certain Component Parts (the "Brown Component Parts") and b) acquire the tooling to manufacture the Brown Component Parts (the "Brown Tooling"). The Debtors issued purchase orders directly to Brown for the Brown Component Parts and the Brown Tooling (the "Brown Purchase Orders"). Brown is the current owner of the Brown Tooling. In the Motion, General Motors Corporation ("GM") seeks relief from the automatic stay to take all necessary actions to recover possession of all Tooling upon the occurrence of certain events in the Debtors' bankruptcy. Brown objects to the Motion to the extent that GM may

All terms not otherwise defined in this Limited Objection shall have the meaning given to them in the

Motion.

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subsequently attempt to use the Motion and any order as a means to obtain possession of the Brown Tooling. While Brown acknowledges that GM may only intend that the Motion pertain to Tooling in the Debtors' possession (therefore excluding the Brown Tooling),2 the Motion is ambiguous. For example, the Tooling Purchase Orders refer to tools "for which Seller has been reimbursed by Buyer . . ." If GM has in fact paid the Debtors for the Brown Tooling, GM could assert that it has reimbursed the Debtors for the Brown Tooling and owns the Brown Tooling free and clear. This would be in direct contravention of Brown's ownership rights in the Brown Tooling. Simply stated, GM's Tooling Purchase Orders to the Debtors do not preempt Brown's ownership of the Brown Tools. The Order as proposed gives GM the right to take possession of Tooling. GM's

requested relief should be limited to exclude the Brown Tooling or other tooling in the possession of third parties or otherwise subject to the rights of third parties, and GM's rights should be limited to only that tooling in the Debtor's physical possession. WHEREFORE, Brown requests that the Court: (A) Limit the relief requested by GM in the Motion so as to preclude GM from taking

actions to recover possession of tooling which belongs to or is subject to the rights of Brown and other third parties; and

The Motion refers to bailment situations (see, 14 of the Motion), which would typically only pertain to property physically in the possession of the Debtors. The Motion also states that to the best of GM's knowledge, no other parties are known to claim a valid interest in the Tooling. See, 26 of the Motion, and 12 of M. Fisher's Affidavit.

(B)

Grant such other relief as is just and proper. Respectfully submitted, VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP Attorneys for Brown Corporation

Date: September 15, 2005

By:

/s/ Mark L. Collins Mark L. Collins (P-34609) Mary Kay Shaver (P-60411) Business Address: Bridgewater Place P. O. Box 352 Grand Rapids, MI 49501-0352 (616) 336-6000

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