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

EX PARTE MOTION FOR ENTRY OF PROTECTIVE ORDER AUTHORIZING THE FILING OF A CERTAIN DOCUMENT UNDER SEAL The above-captioned debtors (collectively, the Debtors) hereby move the Court (this Ex Parte Motion) for the entry of an order (a) authorizing the Debtors to file the settlement agreement (the Settlement Agreement) that is the subject of the Debtors motion for an order approving their entry into the settlement agreement among certain of the Debtors and their non-Debtor affiliates, JPMorgan Chase Bank, N.A., as agent to the senior, secured prepetition lenders (the Agent), and Auto Alliance International, Inc. (AAI), a partially-owned affiliate of Ford Motor Company [Docket No. 8247] (the AAI Settlement Agreement Motion)2 under seal and (b) ordering that any portions of pleadings with respect to the AAI Settlement Agreement Motion

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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined in this Ex Parte Motion have the meanings assigned in the AAI Settlement Agreement Motion.

K&E 12109109.1

0W[;')8

0555927070924000000000010

*V

filed by any party that reference any information in the Settlement Agreement be filed under seal. In support of this Ex Parte Motion, the Debtors respectfully state as follows: Jurisdiction 1. This Court has jurisdiction over this matter pursuant to 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 section 107(b) of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), and Rule 9018 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. 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 the official committee of

unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. On July 12, 2007, Collins & Aikman Corporation, one of the Debtors, and its non-

Debtor affiliates Collins & Aikman Automotive Hermosillo S.A. de C.V. and Collins & Aikman Management Hermosillo S.A. de CV entered into an asset purchase agreement with International Automotive Components Group North America, Inc. for the sale

(the Hermosillo Sale) of substantially all of the Debtors assets located at their Hermosillo, Sonora, Mexico facility (the Hermosillo Assets). On August 31, 2007, the Court entered an order [Docket No. 8134] approving the Hermosillo Sale. 7. As a condition to the consummation of the Hermosillo Sale, the Debtors are obligated

to enter into settlement agreements with (a) AAI and (b) Ford Motor Company and certain of its

2
K&E 12109109.1

other affiliates (collectively, Ford) with respect to substantially all of the Debtors commercial claims and disputes with AAI and Ford, including any claims or disputes regarding the Hermosillo Assets.3 8. After extensive discussions with AAI and the Agent, the Debtors have agreed to

enter into the Settlement Agreement. The Settlement Agreement, among other things, (a) resolves substantially all of the commercial disputes between AAI and the Debtors and (b) relieves the Debtors of certain financial obligations associated with any claims maintained by AAI against the Debtors. 9. Contemporaneously herewith, the Debtors filed the AAI Settlement Agreement

Motion. A copy of the Settlement Agreement, however, has not yet been filed with the Court. Assuming the Court approves this Ex Parte Motion, the Debtors will file the Settlement Agreement with the Court under seal before the hearing on the AAI Settlement Agreement Motion. Relief Requested 10. Pursuant to section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018, the

Debtors seek an order from the Court (a) authorizing the Debtors to file the Settlement Agreement under seal and directing that the Settlement Agreement shall remain under seal and confidential and (b) ordering that any portions of pleadings with respect to the AAI Settlement Agreement Motion filed by any party that references the Settlement Agreement be filed under seal with respect thereto. Basis for Relief 11. Section 107(b) provides bankruptcy courts with the power to issue orders that will

protect entities from potential harm that may result from the disclosure of certain information. This section provides, in relevant part:

On September 21, 2007, the Debtors filed their motion for entry of an order approving the Debtors entry into the settlement agreement with the Agent and Ford [Docket No. 8237].

3
K&E 12109109.1

On request of a party in interest, the bankruptcy court shall, and on the bankruptcy courts own motion, the bankruptcy court may (1) (2) 11 U.S.C. 107(b). 12. Bankruptcy Rule 9018 defines the procedures by which a party may move for relief protect an entity with respect to a trade secret or confidential research, development, or commercial information; or protect a person with respect to scandalous or defamatory matter contained in a paper filed in a case under this title.

under section 107(b), providing that [o]n motion or on its own initiative, with or without notice, the court may make any order which justice requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information [or] (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code . . . . FED. R. BANKR. P. 9018. According to section 107(b) of the Bankruptcy Code, a court must protect confidential commercial information. See In re Frontier Group, LLC, 256 B.R. 771, 773 (Bankr. E.D. Tenn. 2000); see also In re Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994) (commercial information defined as information which would cause an unfair advantage to competitors by providing them information as to the commercial operations of the debtor). 13. herein. The Debtors submit that good cause exists for the Court to grant the relief requested

In particular, outside of the bankruptcy process, the information contained in the

Settlement Agreement generally is held to be confidential because the Debtors and AAI believe that, otherwise, they would be competitively disadvantaged in the operation of their businesses by the disclosure of such information. If AAI s competitors knew the terms of the Settlement Agreement, it could provide them with a competitive advantage in their dealings with AAI or the Debtors, as the case may be.

4
K&E 12109109.1

14.

Additionally, if the Debtors customers other than AAI were aware of the specific

terms of the Settlement Agreement, it could provide them with a competitive advantage in negotiating agreements with the Debtors. Therefore, the Debtors seek to seal the

Settlement Agreement and any portion of any pleading filed with respect to the AAI Settlement Agreement Motion that references the information in the Settlement Agreement to prevent the disclosure of confidential commercial information that could substantially harm the Debtors, their estates and stakeholders, and AAI. 15. Moreover, interested parties have been provided with sufficient information to

analyze the AAI Settlement Agreement Motion and make an informed judgment, without disclosure of each and every term of the Settlement Agreement.4 16. Accordingly, to protect the business operations of the Debtors and AAI , it is critical

that the Settlement Agreement be placed, and remain, under seal.

A copy of the Settlement Agreement will be provided to AAI, the Agent and the United States trustee.

5
K&E 12109109.1

WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to file the Settlement Agreement under seal, (b) ordering that any portions of pleadings filed with respect to the AAI Settlement Agreement Motion by any party that references any information in the Settlement Agreement be filed under seal and (c) granting such other and further relief as is just and proper. Dated: September 24, 2007 KIRKLAND & ELLIS LLP /s/ Scott R. Zemnick 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) Scott R. Zemnick (IL 6276224) 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

6
K&E 12109109.1

EXHIBIT A

K&E 12113133.1

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

PROTECTIVE ORDER AUTHORIZING THE FILING OF A CERTAIN DOCUMENT UNDER SEAL Upon the ex parte motion (the Ex Parte Motion)2 of the above-captioned debtors (collectively, the Debtors) for entry of a protective order (a) authorizing the Debtors to file the Settlement Agreement under seal and (b) ordering that any portions of pleadings with respect to the AAI Settlement Agreement Motion filed by any party that references any information in the Settlement Agreement be filed under seal [Docket No. ]; it appearing that this Court has

jurisdiction over this matter pursuant to 28 U.S.C. 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 the Ex Parte Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that
1 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. 0555946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 0555962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Ex Parte Motion.

K&E 12113133.1

notice of the Ex Parte Motion and the opportunity for a hearing on the Ex Parte 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. 3. The Ex Parte Motion is granted in its entirety. The Debtors are authorized to file the Settlement Agreement under seal. Any portions of pleadings filed with respect to the AAI Settlement Agreement

Motion by any party that references any information in the Settlement Agreement must be filed under seal. 4. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order. 5. upon its entry. 6. The Court retains jurisdiction with respect to all matters arising from or related to the The terms and conditions of this Order shall be immediately effective and enforceable

implementation of this Order.

2
K&E 12113133.1