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 BETWEEN DEBTORS AND CITICORP DEL-LEASE, INC., D/B/A CITICORP DEALER FINANCE This Stipulation regarding CitiCorp Del-Lease, Inc., d/b/a CitiCorp Dealer Finances Motion for Relief from Automatic Stay Pursuant to 11 U.S.C. 362(d)(1) [Docket No. 1432] (the Motion) is made as of February 2, 2006, by and between the above-captioned debtors (collectively, the Debtors) and CitiCorp Del-Lease, Inc., d/b/a CitiCorp Dealer Finance (CitiCorp). WHEREAS, on March 12, 2002, March 13, 2002 and March 15, 2002, the Debtors entered into a Master Equipment Lease Agreement (the Lease) and Equipment
1 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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Schedules (the Schedules) with CitiCorp under which the Debtors agreed to pay monthly rental to CitiCorp in exchange for possession and use of a Caterpillar Model GC25K Lift Truck bearing serial number AT82C07162, a Caterpillar Model GC25K Lift Truck bearing serial number AT82C07158, a Caterpillar Model GC30K Lift Truck bearing serial number AT83C01755 and a Caterpillar Model GC30K Lift Truck bearing serial number AT83C01690 (hereinafter collectively referred to as the Lift Trucks); and WHEREAS, the rental terms for the Lift Trucks under the Lease and Schedules expired; and 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, on the Petition Date, the Debtors still had possession of the Lift Trucks and have been and continue to use them in the operation of their business; and WHEREAS, CitiCorp filed the Motion, seeking possession of the Lift Trucks from the Debtors. 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. 2. The Lease and Schedules are reinstated. The rental term for each Lift Truck under the Lease and Schedules is extended

until October 31, 2006, and the Debtors will be allowed to retain possession of the Lift Trucks provided that the Debtors make ongoing monthly rental payments to CitiCorp as follows:

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(a)

Within ten (10) days from entry of the Order approving this Stipulation, the Debtors will pay all unpaid post-petition rental under the Lease and Schedules to CitiCorp in the amount of $15,230.42; and then Monthly rental payments in the amount of $1,795.30 commencing thirty (30) days after entry of the Order approving this Stipulation and on the same day of each successive month thereafter until the Lease and Schedules expire. Unless otherwise advised in writing by CitiCorp, all payments shall be paid by the

(b)

3.

Debtors to CitiCorp at 250 East Carpenter Freeway, 7 Decker, Irving, Texas 75062, Attention: Julie Peoples. 4. Unless modified or amended by this Stipulation, the terms, conditions and

covenants contained in the Lease and Schedules shall remain in full force and effect and by this reference are incorporated into this Stipulation. 5. The Debtors shall keep the Lift Trucks in good working order, and the Debtors

shall make the Lift Trucks available for inspection by CitiCorp or it agents during normal business hours upon CitiCorps written request and reasonable notice (the Required Inspection). 6. The Debtors shall maintain physical damage and theft insurance for the Lift

Trucks in the form and in the amounts required under the Lease (the Required Insurance) and will provide written proof of such insurance coverage to CitiCorp within three (3) business days of any written request from CitiCorp. 7. If the payments provided under this Stipulation are not received by CitiCorp as

and when due, or if the Debtors otherwise fail to comply with the terms and conditions contained in this Stipulation regarding Required Insurance or Required Inspection, a Payment Default, Insurance Default or Inspection Default shall exist hereunder.

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8.

If any Default under this Stipulation by the Debtors remains uncured by the

Debtors for fifteen (15) days after written notice is sent to the Debtors at 250 Stephenson Highway, Troy, Michigan 48083 and to their attorney, Scott R. Zemnick at Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, CitiCorp shall be entitled to an expedited hearing on such notice as the Bankruptcy Court may require solely to determine whether or not a Default occurred or was timely cured. If the Bankruptcy Court determines that a Default has occurred that was not timely cured pursuant to the terms of this Stipulation, and if the Debtors do not cure such Default within seven (7) days after such determination, the Lease and Schedules will be deemed rejected by the Debtors pursuant to 11 U.S.C. 365 and the automatic stay imposed by 11 U.S.C. 362 will be deemed terminated to allow CitiCorp to repossess the Lift Trucks. 9. By agreeing to enter into this Stipulation, neither CitiCorp nor the Debtors shall

be deemed to have waived any right or remedy afforded to it under the Bankruptcy Code, except insofar as it relates to performance under this Stipulation. 10. The Bankruptcy Court shall retain jurisdiction (and the Debtors and CitiCorp

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. 11. 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.
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12.

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. 13. The terms and conditions of this Stipulation shall be immediately effective and

enforceable upon its entry. [Remainder of page intentionally left blank]

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KIRKLAND & ELLIS LLP /s/ Marc J. Carmel 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) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

RICHARD A. GREEN /s/ Richard A. Green Richard A. Green 30150 North Telegraph, Suite 444 Bingham Farms, MI 48025 Telephone: (248) 540-7665 Counsel for CitiCorp Del-Lease, Inc., d/b/a CitiCorp Dealer Finance

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