UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE: COLLINS & AIKMAN CORPORATION, et al.

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

EMERGENCY MOTION AND MEMORANDUM OF LAW OF GENERAL ELECTRIC CAPITAL CORPORATION FOR APPROVAL OF THE STIPULATION AND ORDER REGARDING APPLICATION OF THE ACCESS AGREEMENT AND CUSTOMER AGREEMENT TO COLLINS & AIKMAN AUTOMOTIVE HERMOSILLO, S.A. DE C.V. General Electric Capital Corporation (GECC), by and through its attorneys, hereby moves (the Motion) the Court to approve the Stipulation and Order Regarding Application of the Access Agreement and Customer Agreement to Collins & Aikman Automotive Hermosillo, S.A. de C.V. (the Stipulation) in the form attached as Exhibit B, regarding the application of the Final Order (I) Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 363 and 364, and (II) Granting Liens, Security Interests and Administrative Expense Claims (the Customer Financing Order), to the automotive facility in Hermosillo, Mexico. Background 1. On May 17, 2005 (the Petition Date), the Debtors commenced these

cases by filing voluntary petitions for reorganization under chapter 11 of the Bankruptcy Code. 2. Since that time, the Debtors have continued in possession of their property

and have operated and managed their businesses, as debtors in possession, pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

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3.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 4. manufacturers. Automotive Facility in Hermosillo, Mexico 5. Pursuant to the Construction Agency Agreement, dated as of November 8, The Debtors are in the business of supplying parts to automotive

2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the CAA), between Collins & Aikman Automotive Hermosillo, S.A. de C.V., a Mexican sociedad annima de capital variable (C&A Hermosillo) and GE Capital De Mxico, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (the GE Mexico), C&A Hermosillo agreed to act as the agent of GE Mexico in the construction and operation of an automotive facility located in Hermosillo, Mexico. Capitalized terms used herein and not otherwise defined have the meanings assigned in the CAA. 6. On August 11, 2005, the Court approved the Customer Financing Order,

which approved the Customer Agreement and the form of the Access Agreement (both as defined in the Customer Financing Order), as an exhibit to the Customer Agreement. The Access Agreement expires no later than September 30, 2005. 7. Although the Debtors and Ford Motor Company intended that the Access

Agreement would extend to the Hermosillo, Mexico facility, General Electric Capital Corporation (GECC) and GE Mexico did not understand (and contend that notice was not given) that the Access Agreement would grant access to Ford Motor Company with respect to the Hermosillo, Mexico facility. C&A Hermosillo, a non-debtor, is not a party to the Customer Agreement or the Access Agreement.

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8.

Subsequent to the entry of the Customer Financing Order, GECC

informed the Debtors and Ford Motor Company that GECC intended to object to the inclusion of the Hermosillo, Mexico facility on an exhibit to the Access Agreement. The Debtors and Ford Motor Company responded that it was always their understanding that the Hermosillo, Mexico facility was supposed to be included on the exhibit to the Access Agreement. GECC and the Debtors have entered into the Stipulation to resolve GECCs objection based on the terms set forth therein. Relief Requested 9. GECC respectfully requests that the Court approve the Stipulation

between GECC and the Debtors, which clarifies that none of the Customer Financing Order, the Customer Agreement, the Access Agreement nor any agreement or document executed or delivered in connection therewith in any way affects the rights of GECC or GE Mexico with regard to the CAA, including, without limitation, any right GE Mexico has to prohibit Ford Motor Company or any other third party from operating the equipment at the Hermosillo, Mexico facility without GE Mexicos consent. Memorandum of Law 10. GECC respectfully submits that this Motion satisfies the requirement that

GECC submit a separate memorandum of law in support of the Motion pursuant to Local Rule 9014-1.

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Notice 11. Notice of this Motion has been served in accordance with the First

Amended Notice, Case Management and Administrative Procedures, and all applicable Bankruptcy Rules and Local Rules. WHEREFORE, GECC respectfully requests that the Court enter an order substantially in the form attached hereto as Exhibit A: (a) granting this Motion; (b) approving the Stipulation; and (c) granting such other and further relief as the Court deems just and proper.

September 19, 2005 /s/ Erin L. Abrahams__________________ Judy A. ONeill (P32142) Erin L. Abrahams (P67691) FOLEY & LARDNER LLP 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226 Telephone: (313) 234-7100 Facsimile: (313) 234-2800 -andDavid S. Heller Josef S. Athanas LATHAM & WATKINS LLP 233 South Wacker Drive Sears Tower, Suite 5800 Chicago, Illinois 60606 Telephone: (312) 876-7700 Facsimile: (312) 993-9767

ATTORNEYS FOR GENERAL ELECTRIC CAPITAL CORPORATION

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al., ) ) ) ) ) ) ) Chapter 11 Jointly Administered Honorable Steven W. Rhodes

Debtors.

ORDER GRANTING EMERGENCY MOTION OF GENERAL ELECTRIC CAPITAL CORPORATION FOR APPROVAL OF THE STIPULATION AND ORDER REGARDING APPLICATION OF THE ACCESS AGREEMENT AND CUSTOMER AGREEMENT TO COLLINS & AIKMAN AUTOMOTIVE HERMOSILLO, S.A. DE C.V. This matter having come before this Court on the Emergency Motion Of General Electric Capital Corporation (GECC) For Approval Of The Stipulation And Order Regarding Application Of The Access Agreement And Customer Agreement To Collins & Aikman Automotive Hermosillo S.A. de. C.V. (the Motion); the Court having reviewed the Motion, and it appearing that the relief requested in the Motion is necessary and is in the best interests of GECC, the Debtors, their estates and their creditors; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is hereby granted in all respects. 2. The Stipulation1 attached to the Motion as Exhibit B is hereby approved.

Capitalized terms used herein and not otherwise defined have the meanings assigned in the Motion.

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3. The Court will sign and enter the Order incorporated in the Stipulation. Dated: ________________, 2005 Detroit, Michigan ______________________________________ Honorable Steven W. Rhodes UNITED STATES BANKRUPTCY JUDGE

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