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 Adversary No. _____________

COLLINS & AIKMAN CORPORATION, et al., Plaintiffs, v. NORTHERN TRUST BANK OF CALIFORNIA N. A., AS TRUSTEE, Defendant.

COMPLAINT FOR TURNOVER OF ESTATE ASSETS Plaintiffs Collins & Aikman et al., the above-captioned debtors (collectively, the Debtors or Collins & Aikman), allege for their Complaint, upon knowledge of their own acts and upon information and belief as to all other matters, as follows:

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. 0555991; 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. 0555964; 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.

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Introduction 1. Prior to the Petition Date (as defined below), the Debtors entered into an

agreement with Trust Services of America wherein the Debtors established a trust (the Wickes Rabbi Trust as defined in more detail below) for the purpose of paying supplemental retirement benefits to six former executives of Wickes Companies, Inc. (Wickes which is now operating as Collins & Aikman Products Co., a Debtor in the above-captioned chapter 11 cases). The Defendant, Northern Trust Bank of California N. A., subsequently became the successor trustee of the Wickes Rabbi Trust. Pursuant to the terms of the trust agreement controlling the Wickes Rabbi Trust (the Trust Agreement), attached hereto as Exhibit A, the trust assets held in the Wickes Rabbi Trust (the Trust Assets) are available for distribution to the Debtors creditors. 2. The Defendant has informed the Debtors that it will only transfer the Trust

Assets to the Debtors pursuant to an order by a court of competent jurisdiction to turnover such property. 3. As such, the Debtors file this Complaint seeking the entry of an order,

issued pursuant to Section 542 of title 11 of the United States Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), requiring the Defendant to turnover the Trust Assets. Jurisdiction and Venue 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 continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

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5. 28 U.S.C. 1334.

The Court has jurisdiction over this adversary proceeding pursuant to This adversary proceeding is a core proceeding within the meaning of

28 U.S.C. 157(b)(2). 6. 7. Bankruptcy Code. 8. This adversary proceeding has been instituted in accordance with Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 542(a) of the

Rule 7001 of the Federal Rules of Bankruptcy Procedure. 9. any other court. Background I. The Parties 10. The Debtors and their non-debtor affiliates are leading global suppliers of No prior request for the relief requested herein has been made to this or

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur DAutomobiles, Toyota SA and Volkswagen AG. 11. Defendant in this Adversary Proceeding is Northern Trust Bank of

California N. A. (Northern Trust), a subsidiary of Northern Trust Corporation and a national banking association. II. The Trust 12. On April 30, 1985, Wickes and Trust Services of America entered into the

Trust Agreement establishing the Wickes Rabbi Trust. The Wickes Rabbi Trust was created to hold assets for funding the Debtors liabilities, if any, for retirement benefits of certain of the Debtors former employees. 3
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13. America. 14.

Northern Trust was appointed successor trustee to Trust Services of

Section 6.02 of the Trust Agreement provides:2

6.02 Claims of Creditors. Notwithstanding anything contained herein to the contrary, the assets of the Trust shall at all times be subject to the claims of the Companys creditors as if the assets herein were general assets of the Company; provided, however, that the Trustee shall have no power to make any such trust assets available to the general creditors of the Company unless and until the Responsible Officer or a court of competent jurisdiction (the Court) shall notify the Trustee in writing that the Company is unable to pay its debts as they mature or that the Company has or will imminently become subject, as a debtor, to a pending proceeding under the Bankruptcy Code. By such notice, the Responsible Officer or the Court shall direct the Trustee to, and the Trustee shall, deliver any and all Trust Assets only as the Court may direct to satisfy claims of the Companys creditors. Count I (Accounting and Turnover of Estate Assets -- 11 U.S.C. 542(a)) 15. The Debtors incorporate by reference each of the allegations contained in

paragraphs 1 through 14 of this Complaint as though fully stated herein. 16. Section 542(a) of the Bankruptcy Code provides, in relevant part:

Except as provided in subsection (c) or (d) of this section, an entity, other than a custodian, in possession, custody, or control, during the case, of property that the trustee may use, sell, or lease under section 363 of this title . . . shall deliver to the trustee, and account for, such property or the value of such property . . . . 11 U.S.C. 542(a). 17. Pursuant to the Trust Agreement and section 542 of the Bankruptcy Code,

the Trust Assets are property of the Debtors estates and the Defendant is required to deliver the Trust Assets to the Debtors.

Capitalized terms in this excerpt from the Trust Agreement are as defined in the agreement.

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18.

Pursuant to section 542 of the Bankruptcy Code, the Defendant is required

to provide an accounting to the Debtors with respect to the Trust Assets. WHEREFORE, the Debtors respectfully request the entry of an order (a) requiring the Defendant to deliver the Trust Assets to the Debtors, (b) requiring the Defendant to provide an accounting of the Trust Assets and (c) granting such other further relief as is just and proper. Dated: March 7, 2006 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

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