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

In RE: COLLINS & AIKMAN CORPORATION, et al., Debtors.

______________________________________

COLLINS & AIKMAN CORPORATION, COLLINS & AIKMAN PRODUCTS CO. AND DURA CONVERTIBLE SYSTEMS, INC.,
Plaintiff, v. MP COMPONENTS, Defendant.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

CASE NO. 05-55927-SWR (Jointly Administered)

CHAPTER 11 ADVERSARY PROCEEDING NO. 07-04640 RELATED TO DOCKET NO.: 1 DOCKET NO. _____ JURY TRIAL DEMANDED

ANSWER MP Components (the "Defendant"), through its undersigned counsel files the following Answer to Plaintiff's Complaint (the "Complaint"), averring as follows: JURISDICTION AND VENUE 1. 2. 3. 4. Averment 1 is admitted. Averment 2 is admitted. Averment 3 is admitted. Averment 4 is admitted.

00815062.DOC

0W[;'';

0555927070727000000000001

!I

PARTIES AND BACKGROUND 5. 6. Averment 5 is admitted. The Defendant is without sufficient information to admit or deny the

allegations in averment number 6. To the extent a response is required, the averments in paragraph 6 are denied. 7. Averment 7 is admitted. CLAIMS FOR RELIEF FIRST CAUSE OF ACTION (AVOIDANCE AND RECOVERY OF PREFERENTIAL TRANSFERS) 8. 9. Paragraphs 1 through 7 are incorporated herein by reference. The Defendant admits in part and denies in part averment 9. It admits that

it received some transfers of money from the Plaintiff within ninety (90) days prior to the Petition Date. However, it is without sufficient information to admit or deny the remaining allegations in averment number 9. To the extent a response is required, the remaining allegations in paragraph 9 are denied. 10. The Defendant is without sufficient information to admit or deny the

allegations in averment number 10. To the extent a response is required, the averments in paragraph 10 are denied. 11. The Defendant is without sufficient information to admit or deny the

allegations in averment number 11. To the extent a response is required, the averments in paragraph 11 are denied. 12. The Defendant is without sufficient information to admit or deny the

allegations in averment number 12. To the extent a response is required, the averments in paragraph 12 are denied.
-200815062.DOC

13.

The averments in paragraph 13 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 13 are denied. 14. The averments in paragraph 14 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 14 are denied. 15. The Defendant is without sufficient information to admit or deny the

allegations in averment number 15. To the extent a response is required, the averments in paragraph 15 are denied. 16. The averments in paragraph 16 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 16 are denied. 17. The averments in paragraph 17 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 17 are denied. WHEREFORE, the Defendant respectfully requests that the Court dismiss Count I. SECOND CAUSE OF ACTION (AVOIDANCE AND RECOVERY OF FRAUDULENT TRANSFERS) 18. 19. Paragraphs 1 through 17 are incorporated herein by reference. The Defendant is without sufficient information to admit or deny the

allegations in averment number 19. To the extent a response is required, the averments in paragraph 19 are denied.

-300815062.DOC

20.

The Defendant is without sufficient information to admit or deny the

allegations in averment number 20. To the extent a response is required, the averments in paragraph 20 are denied. 21. The Defendant is without sufficient information to admit or deny the

allegations in averment number 21. To the extent a response is required, the averments in paragraph 21 are denied. 22. The averments in paragraph 22 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 22 are denied. 23. The averments in paragraph 23 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 23 are denied. WHEREFORE, the Defendant respectfully requests that the Court dismiss Count II. THIRD CAUSE OF ACTION (DISALLOWANCE OF CLAIM) 24. 25. Paragraphs 1 through 23 are incorporated herein by reference. The averments in paragraph 25 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 25 are denied. 26. The averments in paragraph 26 constitute a conclusion of law to which no

response is required. To the extent a response is required, the averments in paragraph 26 are denied. WHEREFORE, the Defendant respectfully requests that the Court dismiss Count III.
-400815062.DOC

DEFENSES 27. 28. 29. 30. Paragraphs 1 through 26 are incorporated herein by reference. All elements of a prima facie case under 11 U.S.C. 547(b) are not met. At all relevant times, the Debtor was solvent. Assuming, without conceding, that all of the elements of a prima facie

case under 11 U.S.C. 547(b) can be met, any and all transfers that the Defendant received are immune from avoidance by virtue of 11 U.S.C. 547(c). 31. Assuming, without conceding, that all of the elements of a prima facie

case under 11 U.S.C. 547(b) are present, the Defendant has a right of setoff under 11 U.S.C. 553. 32. to the Defendant. WHEREFORE, the Defendant respectfully requests that the relief requested be denied, that the Complaint be dismissed with prejudice and that the Defendant be granted such other relief as this Court deems appropriate. Respectfully submitted, Dated: July 27, 2007 By: /s/ Patrick W. Carothers Kimberly Luff Wakim Pa. I.D. No. 55542 Patrick W. Carothers Pa. I.D. No. 85721 THORP REED & ARMSTRONG, LLP One Oxford Centre, 14th Floor 301 Grant Street Pittsburgh, Pennsylvania 15219-1425 (412) 394-2325 phone (412) 394-2555 facsimile pcarothers@thorpreed.com Counsel to MP Components
-500815062.DOC

The Debtor received reasonably equivalent value for any payments made

CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing has been served upon counsel of record this 27th day of July, 2007, by U.S. Mail, first class, postage prepaid, as follows Neil Berger Togut, Segal & Segal LLP One Penn Plaza, Suite 335 New York, NY 10119 /s/ Patrick W. Carothers Kimberly Luff Wakim Pa. I.D. No. 55542 Patrick W. Carothers Pa. I.D. No. 85721 Thorp Reed & Armstrong, LLP Pa. I.D. No. 85721 One Oxford Centre 301 Grant Street, 14th Floor Pittsburgh, PA 15219-1425
412-394-2325

00815062.DOC