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

, Debtors. ______________________________________ Case No. 05-55927 (SWR) Chapter 11 case (Jointly Administered) Hon. Steven W. Rhodes

VISTEON CORPORATIONS RESPONSE TO COLLINS & AIKMAN POST-CONSUMMATION TRUSTS TWENTY-SEVENTH AND TWENTY-EIGHTH OMNIBUS OBJECTIONS TO CLAIMS Visteon Corporation ("Visteon"), by its attorneys, Dickinson Wright PLLC, for its Response to the Post-Consummation Trusts Twenty-Seventh and Twenty-Eighth Omnibus Objections to Claims, states as follows: 1. Visteon filed identical proofs of claim against each Debtor entity1 asserting

a secured claim of $2,217.171.06 (Claim # 8509). THE TWENTY-SEVENTH OMNIBUS OBJECTION 2. On April 4, 2008, Debtors filed the Twenty-Seventh Omnibus Objection to

Claims (Insufficient Books and Records) seeking to expunge Visteons claim on the basis the Debtors books and records do not support Visteons claim. 3. As evidenced by the attached Accounts Receivable Summary which was

previously provided to Debtors, Debtors have the documentation necessary to support Visteons claim. Debtors Twenty-Seventh Objection as it relates to Visteons Claim Number 8509 should be overruled.
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Debtors 25 Omnibus Objection to Claims seeks to expunge the duplicative claims filed by Visteon against each Debtor entity and designate Claim Number 8509 asserted against Collins & Aikman Corporation as the Surviving Claim. Visteon has no objection to the Debtors proposed treatment of th its claim in its 25 Omnibus Objection.

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THE TWENTY-EIGHTH OMNIBUS OBJECTION 4. On April 4, 2008, Debtors filed the Twenty-Eighth Omnibus Objection to

Claims (Insufficient Books and Records) seeking to reclassify Visteons claim from a secured claim to an unsecured claim. 5. 553(a). Visteons secured claim is based on its right of set-off under 11 U.S.C Section 553 specifically preserves a creditor's right to take a setoff against a

debtor. The purpose of this section is to allow "entities that owe each other money to apply their mutual debts against each other, thereby avoiding the absurdity of making A pay B when B owes A." Westinghouse Credit Corp. v. D'Urso, 278 F.3d 138, 149 (2d Cir. 2002); U.S. v. Gordon Sel-Way, Inc. (In re Gordon Sel-Way, Inc.), 239 B.R. 741, 750 (E.D.Mich. 1999), aff'd, 270 F.3d 280 (6th Cir. 2001). In order to exercise the right of setoff, the party seeking setoff must show that: (a) the debt owing to the debtor and the debt owing from the debtor arose Pre-Petition; and (b) the debts are mutual. 11 U.S.C. 553; Gordon Sel-Way, 239 B.R. at 751-52; In re New Haven Foundry, Inc., 285 B.R. 646, 647 (Bankr. E.D. Mich. 2002); Sentinel Products Corp. v. Dennison Manufacturing Co., Inc. (In re Sentinel Products Corp.), 192 B.R. 41, 45 (N.D.N.Y.1996). 6. Debtors purchased component parts from Visteon prior to the Petition

Date. Debtors presently owe $2,217,171.05 (the Debtor Pre-Petition Debt) to Visteon for parts shipped prior to the Petition Date. Similarly, Visteon purchased component parts from Debtors prior to the Petition Date, a claim for which was asserted under Claim Number 8509. The amount allegedly owing to Debtors from Visteon for

component parts provided prior to the Petition Date totals $403,667.51 (the "Visteon

Pre-Petition Debt"). The entire amount of the Debtor Pre-Petition Debt was incurred by the Debtor before the Petition Date. The entire amount of the Visteon Pre-Petition Debt was incurred by Visteon before the Petition Date. Visteon has a right to setoff the Visteon Pre-Petition Debt against the Debtor Pre-Petition Debt. 7. Furthermore, 11 U.S.C. 506(a)(1) provides that a setoff claim may be

the basis for a secured claim. Section 506(a)(1) states that a claim that is subject to setoff under section 553 of this title, is a secured claimto the extent of the amount subject to setoff (emphasis added). 8. Thus, pursuant to 11 U.S.C. 553 and 506, the Post-Consummation

Trust cannot reclassify all of Visteons claim as an unsecured claim. Rather, Visteon holds a secured claim to the extent of the amount subject to setoff - $403,667.51. Therefore, Visteon does not object to the following reclassification of its claim: Secured $ 403,667.51 Unsecured $1,813,503.55 Total $2,217,171.06

WHEREFORE, Visteon respectfully requests that the Post-Consummation Trusts Twenty-Seventh and Twenty-Eighth Omnibus Objection to Claims be overruled and that Visteon's claim be allowed in the manner set forth in Paragraph 8 above. Dated: May 12, 2008 DICKINSON WRIGHT PLLC By /s/ Dawn R. Copley Michael C. Hammer (P41705) Dawn R. Copley (P53343) Attorneys for Visteon Corporation 301 E. Liberty, Suite 500 Ann Arbor, MI 48104 (734) 623-7075
DETROIT 26381-215 1039907v2