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 BY AND AMONG COLLINS & AIKMAN CORPORATION, THE PREPETITION AGENT AND GENERAL MOTORS CORPORATION REGARDING POST-JUNE 30, 2007 CUSTOMER AGREEMENT This Stipulation is entered into by and among: (a) Collins & Aikman Corporation (for itself and its affiliated chapter 11 subsidiaries and other relevant non-debtor subsidiaries and affiliates) (the Supplier); (b) JPMorgan Chase Bank, N.A., as administrative agent for the Debtors prepetition senior secured lenders (the Prepetition Agent); and (c) General Motors Corporation (for itself and on behalf of GM de Mexico S. de R.L. de C.V.) (GM), through

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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their respective counsel, regarding the Post-June 30, 2007 Customer Agreement (as defined below). WHEREAS, on May 17, 2005, the Debtors filed their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code), in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court); WHEREAS, on June 29, 2007, the Bankruptcy Court approved that certain agreement by and among the Supplier, DaimlerChrysler Company, LLC (f/k/a DaimlerChrysler Corporation) (for itself, DaimlerChrysler Canada, Inc. and DaimlerChrysler Motor Company, LLC), GM and the Prepetition Agent regarding post-June 30, 2007 production at U.S. and Mexican Plastics & Convertibles plants of the Supplier [Docket No. 7673] (the Post-June 30, 2007 Customer Agreement); WHEREAS, on July 18, 2007, the Court entered an order [Docket No. 7827] (the Confirmation Order) confirming the First Amended Joint Plan of Collins & Aikman Corporation and Its Debtor Subsidiaries [Docket No. 7731] (the Plan); WHEREAS, the Supplier has entered into an agreement providing for the sale of its assets at its plant located in Saltillo, Mexico (the Saltillo Sale) to IACNA Mexico, S. de R.L. de C.V. (the Buyer); WHEREAS, the Saltillo Sale is anticipated to close on or before September 30, 2007; WHEREAS, GM has requested that the Supplier continue to operate its plants located in Athens, Tennessee, Bowling Green, Kentucky and Saltillo, Mexico (collectively, the Remaining GM Plants) and manufacture component parts for GM from the

Remaining GM Plants through September 30, 2007; and

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WHEREAS, the Supplier, the Prepetition Agent and GM have agreed to extend the Production End Date (as defined in the Post-June 30, 2007 Customer Agreement) with respect to the Remaining GM Plants pursuant to the terms and conditions set forth in this Stipulation. IT IS HEREBY STIPULATED AND AGREED as follows: 1. The definition of Production End Date in the Post-June 30, 2007 Customer

Agreement is amended to provide that with respect to the Remaining GM Plants the Production End Date will be the earliest to occur of (a) the Exit Date (as defined in the Post-June 30, 2007 Customer Agreement) for such plants and (b) September 30, 2007. 2. Notwithstanding anything to the contrary in the Post-June 30, 2007 Customer

Agreement, GMs funding obligations with respect to the Remaining GM Plants for the period September 1, 2007 through September 30, 2007 will be as set forth on Exhibit A, Exhibit B and Exhibit C attached hereto.2 3. Notwithstanding anything to the contrary in the Post-June 30, 2007

Customer Agreement, the Determination Date (as defined in the Post-June 30, 2007 Customer Agreement) for the Suppliers plant located in Saltillo, Mexico shall be deemed not to have occurred before September 30, 2007 and the Target Closing Date for the Suppliers plant located in Saltillo, Mexico set forth on Schedule 3 to the Post-June 30, 2007 Customer Agreement shall be September 30, 2007. 4. GM hereby acknowledges and agrees that the Buyer constitutes a

Qualified Buyer under the Customer Agreement with respect to the Saltillo Sale.

Pursuant to the Protective Order Authorizing the Filing of Certain Documents Under Seal [Docket No. 7662], Exhibit A, Exhibit B and Exhibit C to this Stipulation will be filed under seal.

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5.

Except as amended by this Stipulation, all terms and conditions of the

Post-June 30, 2007 Customer Agreement shall remain in full force and effect. 6. GM hereby acknowledges and agrees that the effective date of the Plan (the

Effective Date) may occur prior to September 30, 2007. 7. Notwithstanding anything to the contrary in the Plan or the Confirmation Order,

the Post-Consummation Trust (as defined in the Plan) shall succeed to the rights and obligations of the Supplier set forth in this Stipulation on and after the Effective Date. 8. The Bankruptcy Court shall retain jurisdiction (and the parties hereto consent to

such retention of jurisdiction) to resolve any disputes or controversies arising from this Stipulation. Any request for relief brought before the Bankruptcy Court to resolve a dispute arising from this Stipulation shall be brought on proper notice and in accordance with relevant Federal Rules of Bankruptcy Procedure and Local Rules for the Bankruptcy Court. 9. Each person who executes this Stipulation on behalf of a party hereto represents

that he or she is duly authorized to execute this Stipulation on behalf of such party. 10. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 11. This Stipulation shall not be modified, altered, amended or vacated without

written consent of all parties hereto. Any such modification, alteration, amendment or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 12. The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon the entry of an order by the Bankruptcy Court approving this Stipulation.

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STIPULATED AND AGREED: Dated: August 29, 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 -andWACHTELL, LIPTON, ROSEN & KATZ David L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Scott R. Zemnick (IL 6276224) 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 Harold S. Novikoff 51 West 52nd Street New York, New York Telephone: (212) 403-1000 Co-Counsel for JPMorgan Chase Bank, N.A., as Prepetition Agent DYKEMA GOSSETT PLLC /s/ Ronald L. Rose Ronald L. Rose (P19621) Brendan G. Best (P66370) 400 Renaissance Center Detroit, Michigan 48243 Telephone: (313) 568-6553 -and-

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HONIGMAN MILLER SCHWARTZ AND COHN LLP /s/ Tricia A. Sherick Robert B. Weiss (P28249) Tricia A. Sherick (P60384) 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Telephone: (313) 465-7596 Counsel for General Motors Corporation (for itself and on behalf of GM de Mexico S. de R.L. de C.V.)

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EXHIBIT A

TO BE FILED UNDER SEAL

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EXHIBIT B

TO BE FILED UNDER SEAL

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EXHIBIT C

TO BE FILED UNDER SEAL

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