Professional Documents
Culture Documents
In re: )
Chapter 11
Debtors. )
(Jointly Administered)
)
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COLLINS & AIKMN POST-CONSUMMATION TRUST'S MOTION TO APPROVE SETTLEMENT AND COMPROMISE OF CLAIMS WITH GENERA MOTORS CORPORATION AND TRANSFER OF TITLE IN TOOLING FREE AND CLEAR OF LIENS, CLAIMS, AN INTERESTS
The Collins & Aikman Post-Consummation Trust (the "Trust"), as successor II
Trust's Motion to Approve Settlement and Compromise of Claims with General Motors
The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d//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. (flka the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (flka 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. (flka Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (flka Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (flka 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//a Joan
Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellmold, Inc. (d//a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 055595 i; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collns & 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//a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal
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Corporation and Transfer of Title in Tooling Free and Clear of Liens, Claims, and
Interests (the "Motion") respectfully state as follows:
INTRODUCTION
1. Through this Motion, the Trust requests authority to settle and compromise
certain claims the Trust and the Debtors have against General Motors Corporation ("GM")
and certain claims that GM has or may have against the Trust and the Debtors and transfer
title in certain tooling to GM free and clear of liens, claims and interests. If this Motion is
granted, the Trust will receive Seven Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00) from GM. Additionally, GM wil release any and all claims that it has or
might have against the Debtors and the Trust.
JURISDICTION
2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334.
This matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2).
3. Venue is proper pursuant to 28 U.S.c. 1408 and 1409.
BACKGROUND
4. On May 17,2005 (the "Petition Date"), the Debtors filed voluntary petitions
for relief (collectively, the "Chapter 11 Cases") under chapter 11 of the Bankptcy Code,
systems and modules to all of the world's largest vehicle manufacturers, including
DaimlerChrysler AG, Ford Motor Company, GM, Honda Motor Company, Inc., Nissan
Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d//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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Motor Company Unlimited, Porsche Cars GB, Renault Createur D'Automobiles, Toyota
SA and Volkswagen AG.
6. Prior to and subsequent to the Petition Date, GM issued various tooling
purchase orders to the Debtors (the "Purchase Orders") pursuant to which the Debtors
designed, fabricated and modified for GM certain tooling, fixtures, gauges, jigs, patterns,
documents, drawings, specifications, casting patterns, dies, and molds (the "Tooling")
including, but not limited to, the Tooling described on Exhibit A to the Settlement
otherwise fulfilled their obligations under the Purchase Orders and the Debtors and/or the
Trust issued invoices to GM for the work performed and services provided by the Debtors
in accordance with the Purchase Orders (the "Invoices"). The Debtors and the Trust
contend that they are owed $12,865,740.00 (the "Trust Claim").
8. A dispute has arisen between the parties concerning the Purchase Orders,
the Tooling, the Invoices and amounts due and owing from GM to the Debtors and or the
Trust.
The Settlement
9. The parties have engaged in negotiations to resolve the Trust Claim.
10. . Based upon all of the foregoing, including the investigation by the Trust
into the facts and circumstances surrounding the Trust Claim, the Debtors and the Trust, in
the sound exercise of their business judgment, believe that it would be in the best interests
of the Debtors' estates and their creditors to resolve the Trust Claim in exchange for the
relief outlined in the Settlement Agreement (the "Settlement Agreement").
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The
Terms
Settlement Agreement,
and to the Tooling will vest in GM free and clear of any and all
liens, claims, encumbrances, and other interests.
12. Based upon all of the foregoing, including the investigation by the Trust
into the facts and circumstances surrounding the dispute, the Trust, in the sound exercise of
its business judgment, believes that it would be in the best interests of the Debtors' estates
and their creditors to resolve these disputes upon the terms and conditions set forth herein.
The Trust believes that significant sums would have been spent pursuing litigation with the
attendant risk that the Trust would not ultimately prevaiL.
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the Debtors' estates, while at the same time avoiding significant attendant risks.
14. Under Fed. R. Bankr. P. 9019, on motion and after notice and a hearing, the
Court may approve a compromise or settlement after notice is provided to all parties
required to be served, as provided in Fed. R. Bankr. P. 2002.
15. Settlements are generally favored by the law. In re Dow Corning Corp.,
198 B.R. 214, 221 (Bank. E.D. Mich. 1996). The benchmark for determining the
propriety of a bankrptcy settlement is whether the settlement is in the best interests of the
estate. In re Lee Way Holding Corp., 120 B.R. 881, 890 (Bank. S.D. Ohio 1990). In
bankrptcy estate, a bankrptcy court should consider, among other things: (i) the
probability of the part's success in the litigation; (ii) the complexity of the litigation; and
(iii) the litigation's expense, inconvenience and delay. Protective Committee for
Independent Stockholders of TMT Trailer Ferr, Inc. v. Anderson, 390 U.S. 414 (1968);
Matter of
Energy Cooperative, Inc., 866 F.2d 1921 (7th Cir. 1989); In re Lee Way Holding
Corp., supra.
Dow Corning, 198 B.R. 214, 222 (Bank. E.D. Mich. 1996); see also. In re New Concept
Housing, Inc., 951 F.2d 932,938 (8th Cir. 1991).
17. Giving appropriate consideration to the above factors, the risk to the Trust,
the available defenses of GM, the complexity of the issues and the other risks inherent in
litigation, and weighing those fees and expenses which the Trust would necessarily incur
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in further pursuing these claims through trial, and the delay and inconvenience which
would be involved therewith even if the Trust were to prevail, the Trust believes that the
Settlement is in the best interest of the Debtors' Estate.
Notice
18. Notice of this Motion has been given to the Core Group and Affected
Parties as required by the Case Management Procedures. In light of the nature of the relief
requested, the Trust submits that no further notice is required.
No Prior Request
19. No prior motion for the relief
other court.
20. The parties request that the requirements of Fed. R. Bank. P 8002(a) be
waived in this matter as it pertains to the approval of
Agreement, resulting in the Order becoming final and non-appealable upon entry.
WHEREFORE, the Trust respectfully requests that this Court approve the
Settlement Agreement and enter the proposed Order attached hereto as Exhibit 1 and grant
to the Trust such other and further relief as is just and appropriate in the circumstances.
CARSON FISCHER, P .L.C.
lsi David E. Schlackman Joseph M. Fischer (P13452) David E. Schlackman (P58894) Patrick 1. Kukla (P60465) 4111 Andover Road
West - Second Floor
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EXHIBIT
1
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In re: )
Chapter 11
) )
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Debtors. )
ORDER GRATING COLLINS & AIKMN POST-CONSUMMATION TRUST'S MOTION TO APPROVE SETTLEMENT AND COMPROMISE WITH GENERAL MOTORS CORPORATION AND TRANSFER OF TITLE IN TOOLING FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS
Upon the Motion2 of the Collins & Aikman Post-Consummation Trust for entr of
an order approving the Collins & Aikman Post-Consummation Trust's proposed settlement
with General Motors Corporation ("GM") and transfer of title in Tooling free and clear of
liens, claims and interests; it appearing that this proceeding is a core proceeding pursuant
to 28 U.S.c. 157; it appearing that venue of this proceeding and this Motion in this
I The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-
55949; Becker Group, LLC (d//a! Collns & 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. (flka 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; Collns & Aikman Automotive (Asia), Inc. (flka Textron
Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (flka Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (flka Textron Automotive Interiors, Inc.), Case No. 0555956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International
Services, Inc. (flka 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. 0555943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d//a loan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d//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; iPS Automotive, Inc. (d//a PACI, 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//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.
Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Collins & Aikman PostConsummation Trust's Motion To Approve Settlement And Compromise With General Motors Corporation And Transfer Of
Title
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District is proper pursuant to 28 U.S.c. 1408 and 1409 and 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 notice of this Motion and the opportnity for a hearing on this Motion was
appropriate under the particular circumstances and that no other or further notice need be
given; no objections having been timely filed or served; and after due deliberation and
suffcient cause appearing therefore and the Court being otherwise duly advised in the
premises, it is hereby ORDERED that:
authorized to e)(ecute any and all documents necessary to consummate the Settlement
Agreement. The Settlement Agreement is binding on the Collins & Aikman PostConsummation Trust, Debtors, their estates and GM.
Agreement) wil vest in GM free and clear of any and all liens, claims, encumbrances, and
other interests.
4. The requirements of
5. The Court retains jurisdiction with respect to all matters arising from or
related to the parties respective rights and obligations under the Settlement Agreement and
the implementation of this Order.
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In re: )
- - - - - - - - - - - - - - - - - - - - - -- - -- - -- -- - - - - -- - -- -- - - -- - -- - - - -- --- -- )(
Chapter I I
)
Debtors. )
) )
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CERTIFICATE OF SERVICE
the Court using the ECF system which wil send notification of such fiing to the
attorneys of record listed on the Court's ECF system for the above-captioned case.
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. (flka the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (flka Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (flka Textron Automotive (Asia), Inc.), Case No. 05-55991; Collins & Aikman Automotive Exteriors, Inc. (flka Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collns & Aikman Automotive Interiors, Inc. (flka Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (flka Textron Automotive International Services, Inc.), Case No. 05-55985; Collns & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (flka 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; Collns & 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//a Joan
Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d//a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collns & Aikman International Corporation, Case No. 0555951; 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//a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal
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I further state that I provided a copy of the Collins & Aikman Post-Consummation
Trust's Motion to Approve Settlement and Compromise of Claims With General Motors
Corporation and Transfer of Title in Tooling Free and Clear of Liens, Claims and Interests
to Kurtzman, Carson Consultants, LLC who wil serve the Motion on the Core
Croup and the 2002 List.
Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d//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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This Settlement Agreement and Mutual Release (the "Settlement Agreement") is made by and between GENERAL MOTORS CORPORATION for itself and on behalf of its affliates and subsidiaries (collectively, "GM"), COLLINS & AIKMAN CORPORATION, on behalf of I (individually and collectively, the "Debtors") and itself and its affliated debtors in possession
WHEREAS, on May 17, 2005 (the "Petition Date") the Debtors fied petitions for relief under Chapter 11 of the United States Bankptcy Code and thus initiated numerous related
Chapter 11 cases, which are being jointly administered and referenced as In re Collins & Aikman
Corporation et aL., being Case No. 05-55927 (individually and collectively, the "Case"), currently pending before the United States Bankptcy Court for the Eastern District of
Michigan, Southern Division (the "Bankptcy Court").
WHEREAS, both prior and subsequent to the Petition Date, GM issued various tooling purchase orders to the Debtors (the "Purchase Orders") pursuant to which the Debtors designed, fabricated and modified for GM certain tooling, fixtures, gauges, jigs, patterns, documents, drawings, specifications, casting patterns, dies, and molds (the "Tooling") including, but not limited to, the Tooling described on Exhibit A attached hereto.
WHEREAS, the Debtors assert that they have fully performed and otherwise fulfilled
their obligations under the Purchase Orders and the Debtors and/or the Trust issued invoices to
GM for the work performed and services provided by the Debtors in accordance with the
Purchase Orders (the "Invoices"). A schedule of
WHEREAS, a dispute arose between the parties concerning the Purchase Orders, the
Tooling, the Invoices, and amounts due and owing from GM to the Debtors and/or the Trust
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/ka the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/ka Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/ka 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/ka Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive Intemational Services, Inc. (f/ka 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/ka Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collns & 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; Collns & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-5597 i; Collins & Aikman Fabrics, Inc. (d//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. 05-5595 i; 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//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.
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WHEREAS, the parties wish to resolve their disputes concerning the Purchase Orders, the Tooling, the Invoices, and amounts due and owing from GM to the Debtors and/or the Trust
through the settement embodied herein.
NOW, THEREFORE, for good and valid consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Recitals Incorporated. The recitals and prefatory phrases and paragraphs set
forth above are hereby incorporated in full, and made a part of this Settement Agreement.
2. Payment. Within three (3) business days of the date on which the order approving this Settlement Agreement (the "Order") becomes final and non-appealable (the
"Effective Date"), GM shall pay, in good funds, via wire transfer to the Trust's bank account the lump sum of Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00) (the
"Settlement Payment").
3. Title to Tooling Free and Clear. Effective upon GM paying the Settlement
Payment to the Trust, title in and to the Tooling wil pass from the Debtors and the Trust to GM
(to the extent such title had not previously transferred) free and clear of any and all
liens, claims,
4. Mutual Release. Upon the Effective Date and the Trust's receipt of the
Settlement Payment, the Debtors and the Trust, for themselves and on behalf of their respective agents, attorneys, employees, offcers, directors, other representatives, affliates, successors, and assigns, including but not limited to, any successor trustee(s) in the Case hereafter appointed, in consideration of the Settlement Payment and release set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, do hereby fully and forever release, acquit and discharge GM and each of its respective agents, attorneys, employees, offcers, directors, other representatives, affliates, successors and assigns, from any
and all actions, causes of action, claims, damages, liabilities, choses in action, contracts,
covenants, sums of money, costs and expenses, demands and rights whatsoever, of any kind or nature, whether known or unknown, accrued or unaccrued, liquidated or unliquidated, fixed or contingent, direct or indirect, which now exist or which might otherwise hereafter arise from any events, transactions or occurrences which happened at any time, since the beginning of time up and until and including the date of this Settlement Agreement; and provided however, that nothing herein shall be deemed to release GM from any of its obligations under this Settlement
Agreement.
Upon the Effective Date, GM for itself and on behalf of its agents, attorneys, employees,
offcers, directors, other representatives, affliates, successors, and assigns, in consideration of
the settlement and the release contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby fully and forever
release, acquit and discharge the Trust, the Debtors and each of
their respective agents, attorneys, employees, offcers, directors, other representatives, affliates, successors and assigns, including
but not limited to, any successor trstee(s) in the Case hereafter appointed, from any and all
actions, causes of action, claims, damages, liabilities, choses in action, contracts, covenants, sums of money, costs and expenses, demands and rights whatsoever, of any kind or nature,
2
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whether known or unknown, accrued or unaccrued, liquidated or unliquidated, fixed or contingent, direct or indirect, which now exist or which might otherwise hereafter arise from any events, transactions or occurrences which happened at any time, since the beginning of time up and until and including the date of this Settlement Agreement; and provided however, that nothing herein shall be deemed to release the Debtors or the Trust from any of their obligations
under this Settement Agreement.
5. No Other Representations. This Settlement Agreement is being entered into
voluntarily for the purpose of settling the parties' claims against each other and is not based on any representation or statements other than those in this Settlement Agreement of any kind made
by any part or their representatives as to legal merits, legal liability, or the value of
the parties'
claims. Each part enters into the Settlement Agreement with all requisite authority, freely and
voluntarily, with full knowledge of its significance and the Settlement Agreement is in all
respects complete and finaL. The parties acknowledge that they have sought counsel with respect to this matter and understand the consequences in entering into this Agreement.
6. Entire Agreement. The parties agree that the Settlement Agreement contains the
entire agreement and understanding of the parties, that that there are no additional promises or terms of the Settlement Agreement amongst the parties other than those written in this Settlement
Agreement.
7. Binding Effect. This Settlement Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
8. Severabilty. In the event any term of this Settlement Agreement is
unenforceable, then such unenforceable term, if possible, wil be altered so as to remain
enforceable, or if that is not possible, then it will be deleted from this Settlement Agreement, and
the remaining part of the Settlement Agreement shall remain in effect.
9. Modifcation. No modification of
10. Assignment. The parties represent and warrant that they have not assigned any part of the claims subject to this Settlement Agreement, and that no part that is not bound by
this Settlement Agreement owns any interest in such claims.
11. Headings. The headings to the various clauses of this Settlement Agreement the parties only. They shall not be used to interpret or construe the meaning of the terms and provisions hereof.
12. Counterparts. This Settlement Agreement may be signed in counterparts, each
counterpart to be considered an original portion of this Settlement Agreement, and, upon the
event of each part signing the Settlement Agreement, it shall be final and binding upon the parties. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto except having additional signature page(s) executed by one or more
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of the other parties. Each of the parties agree that each of the other parties may rely upon the facsimile signature of any part on this Settlement Agreement as constituting a duly authorized, irrevocable, actual, current delivery of this Settlement Agreement as fully as if this Settlement Agreement contained the original ink signature of the part or parties supplying a facsimile
signature.
13. Preparation of Settlement Agreement and Construction. This Settlement
Agreement has been prepared jointly by respective counsel for each of the parties, with a full opportnity for the parties to negotiate its terms. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Settlement Agreement against the party that has drafted it is not applicable and is hereby waived.
the compromise reflected herein by the U.S. Bankptcy Court under the procedure set forth under the Federal Rules of Bankptcy Procedure. This Settlement Agreement shall be construed and governed by the laws of the State of Michigan, and the Bankptcy Court shall have jurisdiction over this Settlement Agreement and the parties.
conditioned upon the approval of
16. Authority. Each part hereto warrants and represents to the other that the
execution and performance of this Settlement Agreement by it has been duly authorized such that
the signatory hereto possesses all requisite power and authority to bind the entity on whose
behalf they execute this Settlement Agreement.
By:
Its:
By:
Its:
Dated:
,2008
Dated:
,2008
By:
Its:
Dated:
,2008
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Exhibit A
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PLATFORM
GMX231 GMT901/902
1/002
HR900027 H450007P
CIPOO03K
09/1
111081
10/1
KG3001NO
CIPOO03T CIPOO03L CIPOO03Z
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HR80009C DW20032Z
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15630 15625 15622 OR5ROOM3 15967 GG20005L 10/12/2006 15721 HPZOOOKN 15641 09/141 ..... 15733 LX40004L 10/131 'own", ...... ........ HPZOOOKH 09/141 15638 OR5ROOM1 12/211 15909 .-=_..=.h~,=_.__m='=_W='~N_= HPZOOOKL 15617 09/14/2006 HPZOOOKF 09/14/2006 15628 HPZOOOKF 06/15/2007 16528 HPZOOOKG 9ii41206i " ,,-" " -w-__."=_~=====.=m.wh_h_ 15636 "',V",',',V~ vw ,,- ,,- "'" i LX40004K 002 ... "iii3ii06("'M 15732 .............._,.".'",.._wv....w.ww....v.....'""'vn"w"w . , HR90003N 15626 ..__~"~~p9/'i'4/2:61'" (.w~ , HR90003W 15634 09/1 4/15/200 DW2002VT 18015 ""'hKG3001N7002 i /13/2:61 15735 ................... ....... ..... KG3001MF lUI 15734 4/1 "!?O()R OW6FOOBF 18008 11 02ZKOOOM 15788 oc)/, A''"'''''' HPZOOOKK 15618 ONZ1009M 16107 DW2002VV 4/ 18001 BMBOO087 11/28/2006 15819 KG3001MG 15727 OR5ROOB 12/1 15883 HR900042 15616 09/1 HR90003T 15632 """ A''''''', HR900043 15615 HPZOOOKD 15640 1 15728 KG3001P3 , LX40004J 15736 HPZOOOKJ 15619 HR90003X 15635 HR90003V V/ 15633 G610008K 6/1 A''", "'., 61178057
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PLATFORM
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H4500080 K3001VN HJH00164 GG20004J KG3001WC HJH0013M H4500081 H450009J KG3001XK HJH00155 KG3001WD GG200073 GG200074 KG300256-000 HJH00152 HJH0010D GG200084
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BMB0009K HJH00151 TCS61948 HJH00126 J4K0003X EWO 802042 HJH00124 G6100084 DW200391000 G610007N
49571575 49571572 ',~r1~l~~~I'" 49571556 ~1;itt~f' 49571558 49571685 v, 49571597 6/4/2007 49571576 6/4/2007: 49571578 61 49571579 6/4/2007: 49571682 81 16/~ggZI, 49571577 6/4/2~1..t1. CIA i,.riri~ 49571584 49571595 6/4/2007 C ii,."'.. 49571565 GMT93 0 " H2 49571598 6/4/20071 9/141?()()(l! 93027759 i__",..~,,9lv~~~9(21,Q...,...,.., 49571596 6/4/2007 "., ''''''N''''"''''''~=W~==~'_'~'n'N_=_W_~W_=~=' ..,1....., .......",glvI,~99,..... .,......., ",., 49571594 GMT901/902 (j1~(~gg7: GMX272 80609149 .,,"__Jl/~2007i H2 49571602 6/4/2007 15644 GMX231 I 09/14/2006 _WN.w.. ... ,w,__",__ -" ""' "s'2cY',".M""" 19000 GMT9011902 """"""""_"W","",,''N'"'' 18033 4/15/2008 GMT201 22002 GMX020 16374 GMT901/902 GMX024 61177028 17002 GMX245 GMX020 61
GMX357 GMX215/245 GMX231 GMX231 GMX231 GMX357 GMT900 GMT900 GMT900 GMT900 GMT345 GMT900 GMT900 GMX357 GMT900 "". "'"'oo'''''''',,'',,''' w.,.. GMX920/930 GMX365 H2 GMT900 H2 GMT900 GMT900 GMT900 GMT900 GMT900 GMT900 N. N'" ",",~''''.'.-.~",.w,,~',,~ "., '''v, '-_Y~'_._~__Y._~_____.__"___'_ GMT900
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PLATFORM
GMX357 GMX357 GMT880
KG3001WZ
OR5ROOBK
80596590
18005 16111 18016 49571663
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GMX215 0 GMX27 80594113 GMT900 21009 02ZKOOON ,'m.-'_ ,. h,",~y.-...'HmM=-~-_-~-~._._~~..-.~~w" '-.W .w_,_____.w._._____,'_,.-..._.,..".,,'~,', ',.,....,','" GMT900 49571332 _,__~y_-.,...~".w....,"-_...'..Nq..__~.,_,__,_ .. .... . . 9~?K9QQ!'w.'".www..L"".w.~'w~~!~~9!~.99~. GMT201 18000 GMX384 15879 GMT900 49571570 KG30022J-000 L..ww.w?l~t?:.907 GMX357 16105 'rN~-="m'.-.'"w,-,-NNN,',',',','''__ .'" "w".-~-.-"-, '.Y-.,_,_._._,.".,'__, GMT900 21008 GG200072 4/i 5/2008.""w GMX245 18026 GMX920/930 21002 ,m",,-.~' '-..W,~-. "~N""',V, '-.','h' W 750599 GMX365 49571660 49571590 GMX365 ~w,~w"GMX24w5' 18028 GMX001 18006 GMX245 18031 GMX020 18034 ONZ1009V GMT900 4/15/2008 21013 C1P00044 H2 15962 TCS98255 01/16/2007 49571591 H450009POOO GMT900 6/4/2007 4/15/2008 DW20038H GMX020 18019 4/15/2008 21004 1JTP002L L.dd.'"GMX92~~3~~ddd...wd GMX920/930 49571680 1JTP002L """"AV_w'M''"W.==.'=""'.',W."',','" 21006 , GMX920/930 GG200080 =,m,'="~Yh-~=w",m="h- W'W" "', --".-.WhW.-_-=-h-.-' ",,,_m,,, GMT900 49571587 GG20008XOOO H2 49571599 HJH0016DOOO 6/4/2007 GMT900 49571569 6/4/2007 GG20008Z000
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GMX245
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DW2003FH 4/15
OR5ROOBZ 4/15/2008
DW2003FJ 4/15/2008
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INVOICE DATE
6/4/2007 6/4/2007 12/18/2006 6/4/2007 12/19/2
4/1 10/20/20061 471512008: ,.,.,.,.,.,wo..,.., """w,',','.""'"
6!~!~9~?
INVOICE NUMBER
49571559 49571561
15880
PLATFORM
H2 GMT345 GMX384 GMT201 GMX020 GMT880 GMT900
!:.........._.~92Q!~1_9... . ..::;
KG3001Z6000
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6/4/2007 8/16/2007
61 61
HJHOO 18NOOO
8/22/2007
GG20007Z HJH0012X 1JTP0034-000 DW2002VL 1JTP002N DW2002PP H45000B6000 H450005F TCS04102 DW2003B7
OR5ROOGT
DW2003NF
21000 49571588 49571604 49571684 49571601 49571603 49571691 21005 21012 49571564 18014 21010 18010 49571592 750496 18029 16529 18007 49571600 21007 21011 49571563 49571566 18030 18032 49571560 15882 18024
GMX245 GMT900 GMX215 GMT900 GMX231 GMX245 GMX245 GMX020 H2 GMT900 GMT900 GMX920/930 ynmm=m"m~""'M''''''W_'W'''''.''''''''_'._.W''~____'__._._._._~__, 'h-.-.-.-~ GMX920/930 GMX245 '=~'.'~~=W_'_'_'_=W'A"'W_'_W'_'_"_"N_'''_'_'_V_ww'''. GMX245 GMT345 GMX384 GMX215
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