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 THE COLLINS & AIKMAN POST-CONSUMMATION TRUST, RELATIONAL, LLC, RELATIONAL FUNDING CORPORATION, RELATIONAL TECHNOLOGY SERVICES AND RELATIONAL FUNDING CANADA CORPORATION RESOLVING CERTAIN CLAIMS This Stipulation resolving certain claims filed by Relational, LLC, Relational Funding Corporation, Relational Technology Services and Relational Funding Canada Corporation (collectively, Relational) against the above-captioned debtors (collectively, the Debtors) is made as of August 15, 2008, by and among the Collins & Aikman Post-Consummation Trust (PCT), as successors to the Debtors, and Relational.

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.

K&E 13138815.1

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WHEREAS, on May 17, 2005 (the Petition Date), the Debtors filed petitions for relief under chapter 11 of title 11 of the United States 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); and WHEREAS, prior to the Petition Date, the Debtors entered into master equipment lease agreements and related schedules with Relational pursuant to which Relational leased certain computer and related equipment to the Debtors (collectively, as amended from time to time, the Prepetition Leases); and WHEREAS, after the Petition Date, the Debtors entered into additional computer equipment lease agreements with Relational (collectively, the Postpetition Leases, and together with the Prepetition Leases, the Relational Leases); and WHEREAS, on June 5, 2007, the Court entered an order approving the sale (the Sale) of the Debtors Carpet & Acoustics business to International Automotive Components Group North America, Inc. (IAC) [Docket No. 4594]; and WHEREAS, PCT contends that in connection with the Sale, the Debtors assumed and assigned certain of the Relational Leases, identified on Exhibit A hereto, to IAC (collectively, the IAC-Related Leases); and WHEREAS, on July 18, 2007, the Court entered an order [Docket No. 7827] confirming the Debtors chapter 11 plan [Docket No. 7731] (the Plan); and WHEREAS, pursuant to the Plan, the PCT has the authority to file, settle, compromise, withdraw or litigate to judgment objections to claims; and

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WHEREAS, on August 29, 2007, the Debtors filed an amended list of executory contracts and unexpired leases that the Debtors were rejecting in accordance with the terms of the Plan [Docket No. 8105] (the Rejection Schedule); WHEREAS, the Rejection Schedule identified certain Relational Leases to be rejected (collectively, the Non-IAC-Related Leases); WHEREAS, on November 9, 2007, Relational filed a request for allowance of administrative claim [Docket No. 8444] (including any amendments thereto, the Allowance Request) and a request for payment of administrative claim [Docket No. 8445] (including amendments thereto, the Payment Request, and together with the Allowance Request, the Administrative Claim Request); WHEREAS, in the Administrative Claim Request, Relational alleges that it maintains administrative claims in excess of $3 million against the Debtors on account of the provision of equipment under the Relational Leases from and after the Petition Date, and the Debtors alleged failure to provide sufficient information on the Rejection Schedule to allow Relational to identify which Relational Leases the Debtors were rejecting and the Debtors alleged failure to return to Relational all of the equipment subject to the Non-IAC-Related Leases; and WHEREAS, the Debtors and Relational have agreed that (a) not later than five (5) days after the Courts entry of an Order approving this Stipulation, the Debtors will pay Relational $910,619.00 on account of the provision of equipment under the Non-IAC-Related Leases from and after the Petition Date (in addition to all sums already paid) and the Debtors alleged failure to provide sufficient information on the Rejection Schedule with respect to the Non-IAC Relational Leases, (b) Relational shall maintain an allowed prepetition non-priority unsecured claim in the amount of $447,636 against the Debtors in connection with the Non-IAC-Related

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Leases (the Unsecured Claim) and (c) except on account of: (i) the payment described in clause (a) of this paragraph; (ii) the Unsecured Claim; and (iii) claims, if any, Relational allegedly maintains against the Debtors on account of the IAC-Related Leases (collectively, the IAC-Related Claims), the Debtors and the PCT shall not be liable for any other claims that Relational had, has or may or can have against the Debtors or the PCT on account the Relational Leases. NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby stipulated and agreed to by and between the parties, as follows: 1. The PCT shall pay to Relational $910,619.00 within five (5) days after the entry

of an order approving this Stipulation, which payment Relational acknowledges and agrees shall fully, completely and finally satisfy any and all claims that Relational had, has or may or can have against the Debtors or the PCT with respect to the Relational Leases other than (a) the IACRelated Claims, and (b) the Unsecured Claim. 2. Relational shall have an Allowed Class 5 General Unsecured Claim (as defined in

the Plan) against the Debtors in the amount of $447,636, which shall receive the same treatment as all other Allowed Class 5 General Unsecured Claims. The PCT, or the claims agent in these chapter 11 cases, shall record the Unsecured Claim as an Allowed Class 5 General Unsecured Claim on the schedule of unsecured claims maintained in these cases. 3. Relational hereby reserves the right to continue to assert the IAC-Related Claims;

provided that any rights, defenses, setoffs, objections, counterclaims or any other action that the Debtors, the PCT or other interested parties may have with respect to the IAC-Related Claims are hereby reserved.

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4.

The Bankruptcy Court shall retain jurisdiction (and the Debtors, the PCT and

Relational consent to such retention of jurisdiction) to resolve any disputes or controversies arising from or related to this Stipulation. Any request for relief brought before the Bankruptcy Court to resolve a dispute arising from or related to 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 of the Eastern District of Michigan. 5. This Stipulation comprises the entire agreement between the parties in respect of

the subject matter hereof. 6. 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. 7. The signatories to this Stipulation represent that they have been duly authorized

by their clients to execute this Stipulation. 8. 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. 9. The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon the entry of the order approving this Stipulation. [Remainder of page intentionally left blank]

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KIRKLAND & ELLIS LLP /s/ Scott R. Zemnick 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) 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 PCT

JENNER & BLOCK LLP /s/ Michael S. Terrien Michael S. Terrien 330 North Wabash Avenue Chicago, Illinois 60611 Telephone: (312) 923-8316 Facsimile: (312) 923-8416 Counsel for Relational

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EXHIBIT A

IAC-Related Leases
US equipment lease schedules
CAPC-007 CAPC-017 CAPC-018 CAPC-019 CAPC-021 CAPC-025 CAPC-032 CAPC-040 CAPC-041 CAPC-048 CAPC-056 CAPC-058 CAPC-059 CAPC-071 CAPC-073 CAPC-079 CAPC-080 CAPC-082 CAPC-083 CAPC-084 CAPC-087 CAPC-088 CAPC-093 CAPC-094 CAPC-098 CAPC-099 CAPC-100 CAPC-117 CAPC-126 CAPC-127 CAPC-128 CAPC-132 CAPC-133 CAPC-134 CAPC-135 CAPC-136 CAPC-137 CAPC-146 CAPC-147 CAPC-148 CAPC-157 CAPC-158 CAPC-160 CAPC-162 CAPC-168 CAPC-170 CAPC-171 CAPC-172 CAPC-173 CAPC-176 CAPC-177 CAPC-178 CAPC-179 CAPC-180 CAPC-181 CAPC-182 CAPC-183 CAPC-184 CAPC-186 CAPC-187 CAPC-188 CAPC-189 CAPC-194 CAPC-195 CAPC-196 CAPC-197 CAPC-198 CAPC-200 CAPC-201 CAPC-202 CAPC-203 CAPC-205 CAPC-207 CAPC-210 CAPC-213 CAPC-214 CAPC-215 CAPC-216 CAPC-217 CAPC-218 CAPC-220 CAPC-221 CAPC-222 CAPC-223 CAPC-226 CAPC-229 CAPC-230 CAPC-231 CAPC-233 CAPC-234 CAPC-235 CAPC-236 CAPC-239 CAPC-240 CAPC-245 CAPC-246 CAPC-247 CAPC-249 CAPC-255 CAPC-257 CAPC-258 CAPC-260 CAPC-261 CAPC-262 CAPC-266 CAPC-267 CAPC-268 CAPC-276 CAPC-277 CAPC-278 CAPC-279 CAPC-280 CAPC-C003 CAPC-C004 CAPC-C010 CAPC-C012 CAPC-C015 CAPC-C016

Canadian equipment lease schedules

CACI-001 CACI-002 CACI-006 CACI-013 CACI-017 CACI-018 CACI-019 CACI-020 CACI-021 CACI-022 CACI-024 CACI-025 CACI-026 CACI-031 CACI-034 CACI-035 CACI-039 CACI-040 CACI-041 CACI-042