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

STIPULATION REGARDING CONTINUED USE OF CASH COLLATERAL AND CERTAIN OTHER MATTERS RELATED TO REPAYMENT OF THE DEBTORS DIP CREDIT AGREEMENT A. On May 17, 2005 (the Petition Date) Collins & Aikman Products Co.

(C&A) and the other above-captioned debtors (collectively, the Debtors) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), commencing these chapter 11 cases (the Chapter 11 Cases). The Chapter 11 Cases are being jointly administered under Case Number 05-55927. B. JPMorgan Chase Bank, N.A. (JPMorgan), in its capacity as

administrative agent (in such capacity, the Pre-Petition Agent) for itself and the lenders party

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. 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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to the Credit Agreement dated as of December 20, 2001 (as amended and restated as of September 1, 2004, and as further amended from time to time prior to the Petition Date), among C&A, the lenders listed therein (the Pre-Petition Secured Lenders) and JPMorgan, as administrative agent and collateral agent and Credit Suisse First Boston, as syndication agent (the Pre-Petition Credit Agreement) and the collateral and security agreements related thereto (collectively with the Pre-Petition Credit Agreement and the mortgages and all other documentation executed in connection with the Pre-Petition Credit Agreement, the Pre-Petition Loan Documents) has a lien and security interest on substantially all of the Debtors assets. Additionally, the Pre-Petition Agent and the Pre-Petition Secured Lenders obtained liens, priorities and other rights as adequate protection in accordance with the Final DIP Order referred to below. C. JPMorgan, in its capacity as administrative agent (in such capacity, the

DIP Agent) for itself and the lenders party to the Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of July 28, 2005, among the Debtors, JPMorgan, each of the other financial institutions from time to time party thereto (together with JPMorgan, the DIP Lenders) and JPMorgan, as administrative agent for the DIP Lenders (as amended, modified or otherwise supplemented from time to time, the DIP Credit Agreement) has, pursuant to (a) the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363, and 364 [Docket No. 809] (the Final DIP Order, together with the Loan Documents, as defined in the DIP Credit Agreement, collectively, the DIP Documents) and (b) the DIP Documents, for the

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benefit of itself and the DIP Lenders, superpriority claims, liens and security interests on substantially all of the Debtors assets, with priority over the security interests and liens granted under the Pre-Petition Loan Documents.2 D. The Debtors right to use to use Cash Collateral under the Final DIP Order

may be terminated upon one business days written notice from the DIP Agent following, among other things, May 17, 2007 (the maturity date under the DIP Credit Agreement). See Final DIP Order, 10. E. Under the Final DIP Order, the DIP Obligations constitute Superpriority

Claims, with priority over any and all Adequate Protection Obligations and any obligations arising under the Pre-Petition Loan Documents, subject only to the payment of the Carve Out to the extent specifically set forth in the Final DIP Order. F. The Debtors intend to repay the DIP Obligations before May 17, 2007 in

the amount set forth in (the Payoff Amount), and otherwise in accordance with, a payoff letter to be agreed among the Agent and the Debtors (the Payoff Letter). G. Pursuant to the Payoff Letter, all outstanding letters of credit issued under

the DIP Credit Agreement (the Letters of Credit) will remain outstanding after termination of the DIP Credit Agreement under the terms and conditions of a Cash Collateral Agreement (the Cash Collateral Agreement) to be executed between C&A and JPMorgan, as issuing lender (the Issuing Lender). H. Pursuant to the terms of the Cash Collateral Agreement, Account

Collateral (as defined in the Cash Collateral Agreement) will be established and maintained with the Issuing Lender and a security interest in any Account Collateral will be granted to the

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the DIP Documents.

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Issuing Lender to secure payment of any obligations of C&A to reimburse the Issuing Lender for (x) payments made under the Letters of Credit on behalf of C&A and (y) any fees, expenses and other amounts payable by C&A under the Cash Collateral Agreement. I. The Debtors, the Pre-Petition Agent and the DIP Agent wish to stipulate to

the amendment of the Final DIP Order regarding the continued use of Cash Collateral and the other matters set forth herein. Now, therefore, it is hereby stipulated and agreed by the undersigned parties (this Stipulation): 1. This Stipulation shall be effective upon (a) entry of an Order approving

this Stipulation and (b) payment of the Payoff Amount. 2. Notwithstanding anything in the DIP Documents to the contrary, the

Debtors, the Pre-Petition Agent on behalf of the Pre-Petition Secured Lenders, and the DIP Agent, on behalf of the DIP Lenders, agree to the amendment of the Final DIP Order as follows: a. the entry of an order approving this Stipulation together with payment of the Payoff Amount (defined above) before May 17, 2007 shall be deemed a voluntary termination of the Commitment prior to the Maturity Date (as such terms are defined in the DIP Credit Agreement) so as to trigger application of the final sentence of paragraph 10 of the Final DIP Order; b. (i) the Carve-Out Account (as defined in the DIP Documents) shall be held by the Debtors in a segregated account at JPMorgan in trust to pay any unpaid professional fees and expenses incurred by the Debtors and any Committee (as defined in the Final DIP Order) and , (ii) the Carve-Out Account shall continue to be used and funded in accordance with the

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provisions of the DIP Documents as if the DIP Documents had remained in effect, and (iii) in determining the Carve Out in accordance with the first sentence of paragraph 6(b) of the Final DIP Order and paragraph 1(e) of this Order, the occurrence and continuance of an Event of Default (as defined in the DIP Documents) shall be determined as if the DIP Documents remained in effect but with any notice provided for in the relevant Event of Default provisions being given by the Pre-Petition Agent in lieu of the party specified in such provisions; c. in accordance with paragraph 6(b)(ii) of the Final DIP Order, cash or other amounts held as Account Collateral (as defined in the Cash Collateral Agreement) shall not be subject to the Carve Out; d. except for cash or other amounts held as Account Collateral (as defined in the Cash Collateral Agreement) in accordance with the Cash Collateral Agreement, to the extent that any DIP Obligations remain outstanding, such DIP Obligations shall remain subject to the payment of the Carve Out (as defined in the Final DIP Order); e. notwithstanding anything to the contrary in the Final DIP Order, the Issuing Lender is authorized to apply Account Collateral (as defined in the Cash Collateral Agreement) in accordance with the Cash Collateral Agreement and section 362 of the Bankruptcy Code shall not prohibit the application of such Account Collateral in accordance with the Cash Collateral Agreement;

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f.

the Pre-Petition Collateral, the Adequate Protection Liens (as such terms are defined in the Final DIP Order) and the superpriority claims of the Pre-Petition Secured Lenders shall continue to be subject to the payment of the Carve Out (as defined in the Final DIP Order) , as and to the extent set forth in the Final DIP Order, and the Cash Collateral (as defined in the Final DIP Order), together with any other cash of the Debtors, shall be available to pay such Carve Out; and

g.

the Pre-Petition Secured Lenders shall not have any lien or right to amounts deposited in the Carve-Out Account, except (i) with respect to funds on deposit therein in excess of the professional fees and expenses referenced in the first sentence of paragraph 6(b) of the Final DIP Order and (ii) to the extent of any amounts deposited in the Carve-Out Account after the occurrence and during the continuance of an Event of Default (as defined in the DIP Documents).

3.

In the event of a dispute among any of the parties hereto regarding the

implementation of this Stipulation, the parties consent to such dispute being heard by the Court. 4. All of the provisions of this Stipulation are non-severable and mutually

dependent. Except as expressly set forth herein, the provisions of the Final DIP Order shall remain in full force and effect. 5. The attorney signatories hereto have been duly authorized to enter into this

Stipulation by the clients listed below their names and addresses on the signature page hereto. 6. The provisions of this Stipulation shall be binding upon and inure to the

benefit of the Pre-Petition Agent and the Pre-Petition Lenders, the DIP Agent and the DIP

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Lenders, the Issuing Lender, the Debtors, and their respective successors and assigns (including any of the Trusts, as defined in the Plan, or any trustee or other estate representative appointed as a representative of any Debtors estates or of any estate in any subsequent chapter 7 case).

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Dated: May 9, 2007 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) 300 East Maple Road, Third Floor Birmingham, Michigan 48009 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Attorneys for the Debtors WACHTELL, LIPTON, ROSEN & KATZ _/s/ Harold S. Novikoff _______________ Harold S. Novikoff 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 -andDYKEMA GOSSETT PLLC Ronald L. Rose (P19621) 400 Renaissance Center Detroit, Michigan 48243 Telephone: (313) 568-6553 Facsimile: (313) 568-6893 Attorneys for JPMorgan Chase Bank, N.A. as Administrative Agent for the Pre-Petition Secured Lenders
SIMPSON THACHER & BARTLETT LLP

_/s/ Alice B. Eaton_____________________ Peter Pantaleo Alice B. Eaton 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 -andDYKEMA GOSSETT PLLC Ronald L. Rose (P19621) 400 Renaissance Center Detroit, Michigan 48243 Telephone: (313) 568-6553 Facsimile: (313) 568-6893 Attorneys for JPMorgan Chase Bank, N.A. as Issuing Lender and Administrative Agent for the Post-Petition Lenders

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