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

EXHIBIT H TO FIRST AMENDED JOINT PLAN OF COLLINS & AIKMAN CORPORATION AND ITS DEBTOR SUBSIDIARIES

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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0555927070525000000000013

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RESIDUAL TRUST AGREEMENTS

THE RESIDUAL TRUST AGREEMENTS INCLUDE: (A) RESIDUAL CLAIMS TRUST AGREEMENT; (B) CUSTODIAL TRUST AGREEMENT (ZANESVILLE, OHIO); AND (C) CUSTODIAL TRUST AGREEMENT (NEW HAMPSHIRE). THE RESIDUAL TRUST AGREEMENTS WILL BE SUBSTANTIALLY IN THE FORM OF THE RESIDUAL TRUST AGREEMENTS ATTACHED HERETO.

RESIDUAL CLAIMS TRUST AGREEMENT This Residual Claims Trust Agreement (this Agreement) is made this ___day of _____, 2007, by and among (i) Collins & Aikman Corporation and its debtor subsidiaries in the case In re Collins & Aikman Corporation, et al., Case No. 05-55927 (jointly administered) in the United States Bankruptcy Court for the Eastern District of Michigan (the Court); and (ii) ___________, in the representative capacity of trustee of the Residual Claims Trust and not individually (the Trustee). The foregoing entities are the Parties to this Agreement. This Agreement is made pursuant to the First Amended Joint Plan of Collins & Aikman Corporation and Its Debtor Subsidiaries (the Plan) under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code). This Agreement will become effective upon the entry of an order of the Court confirming the Plan (the Confirmation Order). RECITALS A. On May 17, 2005, Collins & Aikman Corporation and certain subsidiaries (collectively, the Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. B. The Plan provides, inter alia, for the creation of the Residual Claims Trust (the Residual Trust). C. In accordance with the Plan, the Residual Trust is established for the purpose of (i) acquiring all rights and obligations of the Debtors under the Insurance Contracts and (ii) processing, investigating, defending, prosecuting, settling, resolving and otherwise administering Potentially Insured Claims and Insured Claims in accordance with the Plan. D. The Residual Trust is intended to effectuate, and be in accordance with, the Plan.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements contained herein and in the Plan, the Parties agree as follows: ARTICLE I GENERAL 1.1 Definitions.

The following terms as used in this Agreement shall have the definitions given below: Agreement means this Residual Claims Trust Agreement. Beneficiary or Beneficiaries has the meaning set forth in Section 4.1. Confirmation Order has the meaning stated in the preamble. Court has the meaning stated in the preamble. Debtors has the meaning stated in Recital A.

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Insurance Contract means any policy of third party liability insurance under which any of the Debtors could have asserted or did assert, or may in the future assert, a right to coverage for any Claim, together with any other contracts which pertain to such policy(ies) (including, without limitation, the August 12, 1999 Claim Handling Agreement between Debtor and certain Insurers as it may be modified by the parties thereto, and the settlement agreement between the Debtors and The Hartford Financial Services Group, Inc. and order approving same), provided that Insurance Contract does not include any Executory Contract if such contract has been rejected. Plan has the meaning stated in the preamble. Residual Trust has the meaning stated in Recital B. Residual Trust Assets means (a) the Insurance Contracts to be transferred and assigned to and vested in the Residual Trust pursuant to the Plan, (b) certain amounts received pursuant to that certain settlement agreement between the Debtors and The Hartford Financial Services Group, Inc. and (c) such other assets acquired or held by the Residual Trust from time to time pursuant to this Agreement, the Plan or an order of the Court. Residual Trust Parties means the Trustee, the Trustees employees, officers or directors, the Residual Trusts employees or any of the professionals or representatives of the Trustee or the Residual Trust. Trustee has the meaning stated in the preamble. All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan, and such definitions are incorporated in this Agreement by reference. All capitalized terms not defined in this Agreement or the Plan, but defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meanings ascribed to them by the Bankruptcy Code or the Bankruptcy Rules, and such definitions are incorporated in this Agreement by reference. 1.2 Recitals. The foregoing recitals, by this reference, are incorporated into and made a part of this Agreement. ARTICLE II AGREEMENT OF TRUST 2.1 Creation and Name. The Debtors hereby create the Residual Trust. The Residual Trust shall be identified as the Residual Claims Trust. By execution of this Agreement, the Trustee accepts appointment as trustee of the Residual Trust and covenants and agrees to comply with the terms of this Agreement. 2.2 Objective and Purpose. The purpose of the Residual Trust is to implement the Plan by, among other things, (a) acquiring all rights and obligations of the Debtors under the Insurance Contracts and (b) processing and otherwise administering Potentially Insured Claims and Insured Claims in accordance with the Plan. 2
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2.3

Transfer of Assets and Liabilities.

(a) Pursuant to the Plan, as of the Effective Date, all right, title and interest in the Residual Trust Assets, and the liabilities associated with Potentially Insured Claims and Insured Claims, shall be transferred, assigned and delivered to the Residual Trust, on behalf of the Beneficiaries. The Debtors shall execute and deliver such documents to the Residual Trust as the Trustee reasonably requests to transfer and assign the Residual Trust Assets to the Residual Trust. (b) Upon the transfer of the Residual Trust Assets pursuant to this Agreement and the Plan, neither the Debtors nor any successors thereto, including, without limitation, the Post-Consummation Trust and the Litigation Trust created pursuant to the Plan, shall have any further obligation to provide any funding to the Residual Trust. 2.4 Acceptance of Assets and Liabilities. In furtherance of the purpose of the Residual Trust, the Trustee, on behalf of the Residual Trust, expressly accepts the transfer and assignment to the Residual Trust of the Residual Trust Assets and the liabilities associated with the Potentially Insured Claims and Insured Claims in the time and manner as contemplated by the Plan. ARTICLE III POWERS AND TRUST ADMINISTRATION 3.1 Appointment. The Parties to this Agreement hereby appoint the Trustee to serve as the initial trust administrator of the Residual Trust under the Plan, and the Trustee hereby accepts such appointment and agrees to serve in such representative capacity, in each case effective upon the Effective Date of the Plan. 3.2 Generally. The Trustees powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Residual Trust and the Plan and not otherwise. The Trustee shall have the authority to bind the Residual Trust, and any successor trustee, or successor or assign of the Residual Trust, but shall for all purposes hereunder be acting in his representative capacity as Trustee and not individually. Notwithstanding anything to the contrary contained herein, the Trustee shall not be required to take action or omit to take any action if, after getting the advice of counsel, the Trustee believes such action or omission is not consistent with the Trustees fiduciary duties. 3.3 Powers. In connection with the administration of the Residual Trust, except as otherwise set forth in this Agreement or the Plan, the Residual Trust is authorized to perform any and all acts necessary and desirable to accomplish the purposes of the Residual Trust. The powers of the Residual Trust shall consist of, without any further Court approval or order, and without limitation, each of the following: (a) to acquire all rights and obligations of the Debtors under the Insurance Contracts; (b) to process and otherwise administer Potentially Insured Claims and Insured Claims in accordance with the Plan; (c) to engage employees and professional persons to assist the Residual Trust and/or the Trustee with respect to the responsibilities described herein; (d) to make distributions under the Residual Trust Assets for the purposes contemplated in the Plan and this Agreement; and (e) to effect all actions and 3
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execute all agreements, instruments and other documents necessary to implement the Plan, including to exercise such other powers as may be vested in or assumed by the Residual Trust or the Trustee pursuant to this Agreement and any order of the Court or as may be necessary and proper to carry out the provisions of the Plan. No person dealing with the Residual Trust shall be obligated to inquire into the authority of the Trustee in connection with the protection, conservation or disposition of Residual Trust Assets. The Trustee is authorized to execute and deliver all documents on behalf of the Residual Trust to accomplish the purposes of this Agreement and the Plan. 3.4 Other Activities. The Trustee shall be entitled to perform services for and be employed by third parties; provided, however, that such performance or employment affords the Trustee sufficient time to carry out its responsibilities as Trustee. The Trustee may delegate the performance of services and the fulfillment of responsibilities to other persons. Such persons shall be entitled to be compensated and to be reimbursed for out-of-pocket disbursements in the same manner as the Trustee. 3.5 Liability of Residual Trust Parties. In no event shall the Residual Trust Parties be held personally liable for any claim asserted against one or more of the Residual Trust Parties or the Residual Trust except for actions or omissions to act to the extent such actions or omissions to act are determined by a final order of the Court to be due to their own respective gross negligence, willful misconduct or fraud after the Effective Date. It shall be an irrebuttable presumption that any action taken, or omitted to be taken, with the approval of the Court shall not constitute gross negligence, willful misconduct or fraud. The Residual Trust Parties shall be indemnified in accordance with Section 3.8 of this Agreement. 3.6 Reliance by Trustee. Except as may otherwise be provided herein: (a) the Trustee may rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order or other paper or document believed by him to be genuine and to have been signed or presented by the proper party or parties; (b) the Trustee may consult with legal counsel, financial or accounting advisors and other professionals to be selected by him, and the Trustee shall not be personally liable for any action taken or omitted to be taken by him in accordance with the advice thereof; and (c) persons dealing with the Trustee shall look only to the Residual Trust Assets that may be available to them consistent with the Plan to satisfy any liability incurred by the Trustee to such person in carrying out the terms of this Agreement, the Plan or any order of the Court, and the Trustee shall have no personal obligation to satisfy any such liability. 3.7 Compensation of the Trustee. The Residual Trust shall pay its own reasonable and necessary costs and expenses, and shall reimburse the Trustee for actual out-of-pocket fees and expenses to the extent incurred by the Trustee in connection with the Trustees duties hereunder, including, without limitation, necessary travel, lodging, office rent (to be paid directly by the Residual Trust), postage, personal computer and printer, photo copying, telephone and facsimile charges upon receipt of periodic billings, all in accordance with an annual budget or fee schedule. The Trustee and employees of the Residual Trust and the Trustee who perform services for the Residual Trust shall be entitled to receive compensation for services rendered on behalf of the Residual Trust in accordance with an annual budget or fee schedule.

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3.8 Exculpation; Indemnification. In their personal capacities, the Residual Trust Parties shall be and hereby are exculpated by all Persons, including, without limitation, holders of claims and other parties in interest, of and from any and all claims, causes of action and other assertions of liability arising out of the ownership of the Residual Trust Assets and the discharge of the powers and duties conferred upon the Trustee and the Residual Trust by the Plan, this Agreement or any order of the Court entered pursuant to or in furtherance of the Plan or this Agreement, or applicable law or otherwise, other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective gross negligence, willful misconduct or fraud after the Effective Date. No holder of a claim or other party in interest will have or be permitted to pursue any claim or cause of action against any Residual Trust Party for making payments in accordance with the Plan, this Agreement or any order of the Court, or for implementing the provisions of the Plan, this Agreement or any order of the Court. The Residual Trust shall indemnify, defend and hold harmless (without the Residual Trust Parties having to first pay from their own funds) the Residual Trust Parties from and against any and all claims, causes of action, liabilities, obligations, losses, costs, judgments, damages or expenses (including attorneys fees) (other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective gross negligence, willful misconduct or fraud after the Effective Date) to the fullest extent permitted by applicable law. It shall be an irrebuttable presumption that any action taken or, omitted to be taken, with the approval of the Court shall not constitute gross negligence, willful misconduct or fraud. 3.9 Termination; Resignation. The duties, responsibilities and powers of the Trustee will terminate on the date the Residual Trust is dissolved under applicable law in accordance with the Plan, or by an order of the Court; provided that Sections 3.5 and 3.8 above shall survive such termination, dissolution and entry. The Trustee may resign by giving not less than thirty (30) days prior written notice thereof to the Court. The Trustee may be terminated by order of the Court for (a) gross negligence, fraud or willful misconduct immediately upon notice and the appointment of a temporary or permanent successor, or (b) cause upon sixty (60) days prior written notice, or otherwise as provided in the Plan. 3.10 Acceptance of Appointment by Successor Trustees. Any successor Trustee shall be proposed by the immediate preceding Trustee and appointed by the Court. Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Residual Trust records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Residual Trust with like effect as if originally named herein; provided, however, that a removed or resigning Trustee shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Residual Trust all the estates, properties, rights, powers, and trusts of such predecessor Trustee. 3.11 No Bond. The Trustee shall serve without bond.

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ARTICLE IV BENEFICIARIES 4.1 Beneficiaries. The beneficiaries of the Residual Trust shall be those Debtor entities that may have the right to claim coverage under one or more Insurance Contracts with respect to a Potentially Insured Claim (the Beneficiaries and each individually, a Beneficiary). 4.2 No Rights Created. No person or entity is intended to be a third party beneficiary of this Agreement. This Agreement shall not create any rights for any Beneficiary or Holder of a Potentially Insured Claim in any Insurance Contract or proceeds thereof. ARTICLE V REPORTING AND COOPERATION If requested in writing by a Beneficiary, the Debtors, the 5.1 Reporting. Post-Consummation Trust or the Litigation Trust, the Trustee shall provide to such party access to all books and records concerning the Residual Trust, and also shall provide to such party written detailed reports regarding any assets, receipts, disbursements, liabilities and expenses of the Residual Trust. 5.2 Cooperation. The Residual Trust shall be bound by the terms of the Plan and the Insurance Contracts, including the Claim Handling Agreement, and shall, among other things, cooperate with the Insurers in the defense of claims as set forth in those documents. ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Amendment; Waiver. Any provision of this Agreement may be amended or waived with the approval of the Court and the Insurers, with the consent of the Trustee; provided, however, that no such amendment shall violate or be inconsistent with the terms of the Plan. Technical amendments to this Agreement may be made as necessary, to clarify this Agreement or enable the Residual Trust to effectuate the terms of this Agreement, with the consent of the Trustee and the Insurers. 6.2 Preservation of Privilege. Any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Residual Trust shall vest in the Residual Trust, the Insurers (with respect to all documents or records pertinent to the defense of Claims) and their representatives, and the Parties are authorized to take all necessary actions to effectuate the transfer of such privileges. No Holder of any Potentially Insured Claim shall be entitled to access privileged material. 6.3 Cooperation. The Debtors shall provide the Residual Trust with copies of such of their books and records as the Residual Trust shall reasonably require for the purpose of performing its duties and exercising its powers hereunder.

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6.4 Laws as to Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to rules governing the conflict of law that would require the application of the law of another jurisdiction. 6.5 Severability. If any provision of this Agreement or application thereof to any person or circumstance shall be finally determined by the Court to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 6.6 Headings. The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or any term or provision hereof. 6.7 Actions Taken on Other Than Business Day. If any payment or act under the Plan or this Agreement is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. 6.8 Consistency of Agreements; Construction. To the extent reasonably possible, the provisions of this Agreement shall be interpreted in a manner consistent with the Plan. Where the provisions of this Agreement are irreconcilable with the provisions of the Plan, the provisions of the Plan shall prevail.

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IN WITNESS WHEREOF, the Parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as the date first above written.

DEBTORS BY __________________________________ John R. Boken Chief Restructuring Officer

TRUSTEE: BY___________________________________

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CUSTODIAL TRUST AGREEMENT (ZANESVILLE, OHIO) This Custodial Trust Agreement (Agreement) is made this _______day of _______, 2007, by and among Collins & Aikman Corporation and its debtor subsidiaries (as identified on Attachment A hereto and incorporated herein; collectively, the Debtors) in the case In re Collins & Aikman Corporation, et al., Case No. 05-55927 (jointly administered) in the United States Bankruptcy Court for the Eastern District of Michigan (the Court), Marmon Wire & Cable LLC (Marmon) and LePetomane XXI, Inc., not individually but solely in its representative capacity of Custodial Trust Trustee, as Trustee (the Custodial Trustee). The Custodial Trustee, Marmon, and the Debtors are collectively referred to herein as the Parties. RECITALS A. On May 17, 2005, Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code; B. By order dated _______________ (the Confirmation Order) the Court confirmed the First Amended Joint Plan of Collins & Aikman Corporation and Its Debtor Subsidiaries (the Plan) under Chapter 11 of the Bankruptcy Code; C. The Plan provides, among other things, for the implementation of the Settlement Agreement by and among Debtors, Marmon and the United States of America on behalf of the Environmental Protection Agency (Settlement Agreement), as approved by the Bankruptcy Court by Order dated on or about _____________ (Settlement Order); D. In accordance with the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, this trust (the Custodial Trust) is established for the purpose of (a) owning the Mosaic Tile Plant Northern Parcel located between Woody Lane and Benjamin Avenue in Zanesville, Ohio (the Property) and carrying out and funding the administrative functions related to the Property and the establishment, operation and management of the Custodial Trust, including employing accounting, environmental, legal and other professionals needed to do so consistent with the budget to be provided to and approved by the Governmental Party, (b) managing and/or funding implementation of response actions, and payment of response action costs, with respect to the Property as instructed by the United States Environmental Protection Agency (EPA), including oversight costs incurred or to be incurred by the EPA, and (c) ultimately selling the Property, if possible; E. The Custodial Trust is created pursuant to, and to effectuate, the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement; F. The Custodial Trust is intended to qualify as a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations; G. The Custodial Trust shall be the exclusive holder of the assets described herein for purposes of 31 U.S.C. 3713(b) and 26 U.S.C. 6012(b)(3); and

K&E 11836164.1

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. The following terms as used in this Agreement shall have the definitions given below. Beneficiary shall have the meaning set forth in Section 5.1 hereof. Custodial Trust has the meaning given in the preamble. Custodial Trust Assets means (a) those assets and properties, including the Property, to be transferred to the Custodial Trust pursuant to the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement and (b) such other assets acquired or held by the Custodial Trust from time to time pursuant to this Agreement, the Plan, the Confirmation Order, the Settlement Order, the Settlement Agreement, or an order of the Court. Custodial Trust Proceeds means the proceeds of the liquidation, sale, recovery or other proceeds in respect of the Custodial Trust Assets. Effective Date shall mean the date that this Agreement is executed by all parties to this Agreement and the Plan has become effective pursuant to the Plan terms and the Settlement Agreement has become effective pursuant to the Settlement Agreement terms. Facility means the Property, Southern Parcel and all areas affected or potentially affected by the release or threatened release of hazardous substances or hazardous wastes, as a direct or indirect result of the operations or activities occurring on or in the vicinity of the Property which gave rise to the release or threatened release, including the migration of hazardous substances or hazardous wastes therefrom. Governmental Party shall mean the United States Environmental Protection Agency. Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof or any other entity. Plan shall have the meaning given in the preamble. Southern Parcel means the Mosaic Tile Plant Southern Parcel where Marmon performed response actions pursuant to a Unilateral Administrative Order (UAO) issued by the Governmental Party on January 7, 1993.

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ARTICLE II THE TRUST 2.1 Creation of and Transfer of Assets to Custodial Trust.

Pursuant to the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, the Parties hereby establish, on behalf of the Beneficiary named herein, and Debtors hereby transfer, assign, and deliver to the Custodial Trust, on behalf of the Beneficiary, all right, title and interest in the Custodial Trust Assets, including the Property. The transfer of the Property shall be recorded in appropriate deed records, the form of deed to be approved by the Custodial Trust, indicating the ownership of the Property by the Custodial Trust. In addition, Marmon shall contribute $1,100,000 and the Debtors shall contribute up to $33,500 to the Custodial Trust in accordance with the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement. The Custodial Trust agrees to accept and hold the Custodial Trust Assets in the Custodial Trust for the Beneficiary for the purposes described in Section 2.2 below, subject to the terms of the Plan, the Settlement Agreement, this Agreement and any applicable orders of the Court. Cash received and held by the Custodial Trust shall be applied to the environmental cleanup costs in relation to the Custodial Trust Assets, for administration expenses of the Custodial Trust as set forth under Section 3.2 and for other purposes set forth herein and in the Settlement Agreement. The Custodial Trust may incur any reasonable and necessary expenses in liquidating and converting the Custodial Trust Assets to cash. Pursuant to the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, contributions and accretions to the Custodial Trust shall include: (1) the Property and proceeds of any lease, sale or other disposition of the Property, (2) payments payable to the Custodial Trust under the terms of the Settlement Agreement, and (3) any interest earned on funds held by the Custodial Trust. Upon the Effective Date of this Agreement, (i) Marmon, and Debtors shall have no interest in, or with respect to, any Custodial Trust Assets, and (ii) neither Marmon or the Debtors nor any successors thereto shall have any further obligation to provide any funding to the Custodial Trust. 2.2 Objective and Purpose.

The Custodial Trust established by this Agreement seeks to be a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations. The purposes of the Custodial Trust are to implement the Plan and Settlement Agreement by, among other things, owning the Property, carrying out and funding the administrative functions related to the Property and the establishment, operation and management of the Custodial Trust, including employing accounting, environmental, legal and other professionals needed to do so consistent with the budget to be provided to and approved by the Governmental Party, managing and/or funding implementation of response actions with respect to the Property that are selected and approved by the Governmental Party with respect to the Property in order to facilitate response action at the Property, and payment of response action costs, including oversight costs incurred or to be incurred by the Governmental Party, as instructed by the Governmental Party, and ultimately to sell the Property, if possible, as provided in the Settlement Agreement.

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2.3

Obligations Related to the Property.

The Custodial Trust shall implement any institutional controls or deed restrictions requested by the Governmental Party with respect to the Property. In the event that the Court finds that the Custodial Trust exacerbated conditions at the Property or violated the provisions of this Agreement or Custodial Trust Documentation, the Governmental Party, may direct that all remaining funds and future recoveries in the Custodial Trust be paid to the it for use consistent with the terms of this Agreement. 2.4 Claims on Custodial Trust.

Payments from the Custodial Trust shall be made as provided in Paragraphs 3 and 5 of the Settlement Agreement. 2.5 Investment and Safekeeping of Custodial Trust Assets.

The Custodial Trust Assets, until sold as provided herein and in the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, shall be held in trust and segregated. The Custodial Trust shall be under no liability for interest or producing income on any moneys received by the Custodial Trust hereunder and held for distribution or payment as provided in this Agreement, except as such interest shall actually be received by the Custodial Trust. Investments of any moneys held by the Custodial Trust shall be administered in a manner consistent with the standards and requirements applicable to a trustee in connection with a liquidation under Chapter 7 of the Bankruptcy Code; provided, however, that the right and power of the Custodial Trust to invest the Custodial Trust Assets, the Custodial Trust Proceeds, or any income earned by the Custodial Trust, shall be limited to the right and power to invest such assets (pending periodic distributions in accordance with Article III hereof) in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills; and provided further, that the scope of any such permissible investments shall be limited to include only those investments, or shall be expanded to include any additional investments, as the case may be, that a liquidating trust, within the meaning of Treasury Regulation section 301.7701-4(d), may be permitted to hold, pursuant to Treasury Regulations, or any modification in the IRS guidelines, whether set forth in IRS rulings, other IRS pronouncements or otherwise. 2.6 Access and Deed Restrictions.

The Custodial Trust shall provide the United States and the State of Ohio and their representatives with reasonable access at all reasonable times to the Property for the purposes of conducting response actions at or near the Property. The Custodial Trust shall execute and record with the appropriate Recorders Office any easements or deed restrictions requested by the Governmental Party for restrictions on use of the Property in order to protect public health or safety or ensure non-interference or protectiveness of response action. 2.7 Accounting.

The Custodial Trust shall maintain, in respect of the Custodial Trust, the Beneficiary and all others to receive distributions under this Agreement, books and records relating to the assets and income of the Custodial Trust and the payment of expenses of, and liabilities of, claims 4
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against or assumed by, the Custodial Trust in such detail and for such period of time as may be necessary to enable the Custodial Trust to make full and proper accounting in respect thereof in accordance with Article VI hereof and to comply with applicable provisions of law. Except as otherwise provided herein or the Settlement Agreement, the Custodial Trust is not required to file any accounting or seek approval of any court either with respect to the administration of the Custodial Trust, or as a condition for making any payment or distribution out of the Custodial Trust Assets. The Beneficiary shall have the right upon thirty (30) days prior written notice delivered to the Custodial Trust to inspect the Custodial Trusts books and records. 2.8. Liability of Custodial Trust Parties.

As provided in Paragraphs 8 and 9 of the Settlement Agreement, the Custodial Trustee, the Custodial Trustees shareholder, the Custodial Trustees employees, officers, or directors, the Custodial Trusts employees and any of the Custodial Trustees or Custodial Trusts professionals or representatives (the Custodial Trust Parties) and the Custodial Trust are deemed to have resolved their civil liability under CERCLA or under Section 7003 the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6973, and, to have contribution protection against any claims arising from the existing contamination at the Facility. The Custodial Trust Parties and the Custodial Trust will also have benefits of the covenant not to sue as set forth in Paragraph 8 of the Settlement Agreement. 2.9 Future Disposition of the Property.

The Governmental Party or a governmental unit that is a designee of Governmental Party may at any time propose in writing to take title to the Property. Any such proposed transfer and the terms thereof are subject to approval in writing by the Governmental Party. The Custodial Trust may at any time seek the approval of the Governmental Party for the sale or lease or other disposition of all or part of the Property. The Governmental Party must approve such sale or lease or other disposition and the terms thereof in writing. In the event of any approved sale or lease or other disposition under this Paragraph, the net proceeds from the sale or lease or other disposition shall be added to the Custodial Trust Account. 2.10 Prompt Fulfillment of Trust Purposes.

Consistent with the terms of the Settlement Agreement, the Custodial Trust shall not unduly prolong the duration of the Custodial Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Custodial Trust Assets and to effect the distribution of the Custodial Trust Proceeds and other receipts relating to the Custodial Trust Assets to the Beneficiary and the others who receive distributions hereunder in accordance with the terms hereof, and to terminate the Custodial Trust as soon as practicable consistent with the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement.

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ARTICLE III DISTRIBUTIONS 3.1 Trust Accounts.

The Custodial Trust shall hold such trust accounts as it deems necessary, consistent with the Settlement Agreement, to administer Custodial Trust Assets and distributions therefrom (each, a Trust Account, and collectively the Trust Accounts), and each Trust Account may be divided into such number of trust subaccounts dedicated for specific uses as may be deemed necessary in the sole discretion of the Custodial Trust (each, a Trust Subaccount) to comply with the terms of, and implement, the Settlement Agreement, the Plan and this Agreement. Without limiting the foregoing, the Custodial Trust shall at all times maintain at least one Trust Account to fund response actions and payment of response action costs, with respect to the Facility as instructed by the Governmental Party, including oversight costs incurred or to be incurred by the Governmental Party, with respect to hazardous substances or wastes released, or threatened to be released, at or from the Facility for which such Trust Account was created. Funds designated by the Settlement Agreement for the Facility shall be held and distributed from the Facility Trust Account as set forth therein. The Custodial Trust shall at all times seek to treat the Trust Accounts held by it as Qualified Settlement Funds pursuant to the Treasury Regulations under Section 468B of the Internal Revenue Code and related regulations. 3.2 Administrative Expenses of the Trust.

By May 1 of each year the Custodial Trust shall provide the Governmental Party with an annual budget for the following July 1 June 30 period for administration of the Custodial Trust, which may be approved or disapproved by the Governmental Party. If disapproved, such budget shall be revised and resubmitted as expeditiously as possible. No administrative expenses may be incurred or paid by the Custodial Trust that are inconsistent with the approved budget, unless a revised budget is approved. Such annual budget shall include a future year forecast of administrative expenditures, with annual details for at least the next three years (or such longer period as the Governmental Party shall reasonably request). The Custodial Trust shall regularly, but not less often than annually, and otherwise upon the reasonable request of any Beneficiary, provide documentation to the Beneficiary to substantiate compliance with the applicable approved budget and application of Custodial Trust Assets consistently with the terms of the Plan, this Agreement and the Settlement Agreement. The approved budget shall be funded by proceeds set aside and otherwise required to be paid to the Custodial Trust as provided in the Settlement Agreement. 3.3 Granting of First Priority Lien.

Notwithstanding anything to the contrary in this Article III, the Custodial Trust hereby grants to the Custodial Trustee and the Governmental Party a first-priority lien on and security interest in the Custodial Trust Assets to secure the payment of all amounts owed to, accrued or reserved on account of the Custodial Trust or to be retained by the Custodial Trustee hereunder or otherwise due hereunder. The Custodial Trust agrees to take appropriate actions and execute appropriate documents to perfect the liens and security interest granted hereunder.

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3.4

Manner of Payment.

Cash payments made by the Custodial Trust pursuant to the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement shall be in United States dollars by checks drawn on a domestic bank selected by the Custodial Trust, or by wire transfer from a domestic bank, at the option of the Custodial Trust. 3.5 Unclaimed Distributions.

In the event that there are funds in excess of the amount required to make full payment pursuant to this Article III, after due notice to any affected claim holder(s), the amount shall be paid to the Governmental Party. 3.6 Compliance with Laws.

Any and all distributions of Custodial Trust Assets shall be in compliance with applicable laws, including but not limited to, applicable federal and state securities laws. ARTICLE IV TRUSTEE 4.1 Appointment.

Debtors hereby appoint the Custodial Trustee to serve as the initial trust administrator of the Custodial Trust under the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, and the Custodial Trustee hereby accepts such appointment and agrees to serve in such representative capacity, in each case effective upon the Effective Date. 4.2 Generally.

The Custodial Trustees powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Custodial Trust and the Settlement Agreement and not otherwise. The Custodial Trustee shall have the authority to bind the Custodial Trust, and any successor trustee, or successor or assign of the Custodial Trust, but shall for all purposes hereunder be acting in its representative capacity as Custodial Trustee and not individually. Notwithstanding anything to the contrary contained herein, the Custodial Trustee shall not be required to take action or omit to take any action if, after the advice of counsel, the Custodial Trustee believes such action or omission is not consistent with the Custodial Trustees fiduciary duties. 4.3 Powers.

In connection with the administration of the Custodial Trust, except as otherwise set forth in this Agreement, the Plan or the Settlement Agreement, the Custodial Trust is authorized to perform any and all acts necessary and desirable to accomplish the purposes of the Custodial Trust. The powers of the Custodial Trust shall consist of, without any further Court approval or order, include, without limitation, each of the following: (i) to receive, manage, invest, supervise and protect Custodial Trust Assets, withdraw, make distributions and pay taxes and other obligations owed by the Custodial Trust from funds held by the Custodial Trustee and/or the 7
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Custodial Trust in accordance with the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement; (ii) to engage employees and professional persons to assist the Custodial Trust and/or the Custodial Trustee with respect to the responsibilities described herein; (iii) to make distributions of the Custodial Trust Assets from the Trust Accounts for the purposes contemplated in the Plan, the Settlement Agreement and this Agreement; and (iv) to effect all actions and execute all agreements, instruments and other documents necessary to implement the Plan, including to exercise such other powers as may be vested in or assumed by the Custodial Trust or the Custodial Trustee pursuant to this Agreement and any order of the Court or as may be necessary and proper to carry out the provisions of the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement. No person dealing with the Custodial Trust shall be obligated to inquire into the authority of the Custodial Trustee in connection with the protection, conservation or disposition of Custodial Trust Assets. The Custodial Trustee is authorized to execute and deliver all documents on behalf of the Custodial Trust to accomplish the purposes of this Agreement, the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement. 4.4 Retention of Employees, Professionals and Independent Contractors.

The Custodial Trust shall have the authority to retain and pay such third parties as the Custodial Trust, in accordance with a budget approved by the Governmental Party, may deem necessary or appropriate to assist the Custodial Trust in carrying out its powers and duties under this Agreement, the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement, including, without limitation, (i) counsel to the Custodial Trustee and Custodial Trust, (ii) a public accounting firm to perform such reviews and/or audits of the financial books and records of the Custodial Trust as may be appropriate in the Custodial Trustees sole discretion and to prepare and file any tax returns or informational returns for the Custodial Trust as may be required, and (iii) such environmental consultants as the Custodial Trust may deem necessary. The Custodial Trustee may commit the Custodial Trust to pay all such persons compensation for services rendered and expenses incurred. 4.5 Other Activities.

The Custodial Trustee shall be entitled to perform services for and be employed by third parties; provided, however, that such performance or employment affords the Custodial Trustee sufficient time to carry out its responsibilities as Custodial Trustee. The Custodial Trustee may delegate the performance of services and the fulfillment of responsibilities to other persons. Such persons shall be entitled to be compensated and to be reimbursed for out-of-pocket disbursements in the same manner as the Custodial Trustee. 4.6 Limitation of Custodial Trustees Authority.

The Custodial Trustee shall not and is not authorized to engage in any trade or business with respect to the Custodial Trust Assets or any proceeds therefrom except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Custodial Trust and the Settlement Agreement and shall take such actions consistent with the prompt orderly liquidation of the Custodial Trust Assets as is required by applicable law and consistent with the treatment of the Custodial Trust as a liquidating trust under Treasury Regulation Section 301.7701-4(d), and such actions permitted herein. 8
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4.7

Liability of Custodial Trust Parties.

In no event shall the Custodial Trust Parties be held personally liable for any claim asserted against one or more of the Custodial Trust Parties or the Custodial Trust except for actions or omissions to act to the extent such actions or omissions to act are determined by a final order of the Court to be due to their own respective willful misconduct or fraud. It shall be an irrebuttable presumption that any action taken, or omitted to be taken, with the approval of the Court shall not constitute willful misconduct or fraud. The Custodial Trust Parties shall be indemnified in accordance with Section 4.10 of this Agreement. 4.8 Reliance by Custodial Trustee.

Except as may otherwise be provided herein: (a) the Custodial Trustee may rely, and shall not be personally liable in acting upon and relying upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by him to be genuine and to have been signed or presented by the proper party or parties; (b) the Custodial Trustee may consult with legal counsel, financial or accounting advisors, environmental consultants and other professionals to be selected by him, and the Custodial Trustee shall not be personally liable for any action taken or omitted to be taken by him in accordance with the advice thereof; and (c) persons dealing with the Custodial Trustee shall look only to the Custodial Trust Assets and the Custodial Liquidation Proceeds that may be available to them consistent with the Settlement Agreement and Plan to satisfy any liability incurred by the Custodial Trustee to such person in carrying out the terms of this Agreement, the Plan, the Settlement Agreement or any order of the Court, and the Custodial Trust Parties shall have no personal obligation to satisfy any such liability. 4.9 Compensation of the Custodial Trustee.

(a) The Custodial Trust shall pay its own reasonable and necessary costs and expenses, and shall reimburse the Custodial Trustee for the actual out-of-pocket fees and expenses to the extent incurred by the Custodial Trustee in connection with the Custodial Trustees duties hereunder, including, without limitation, necessary travel, lodging, postage, photo copying, telephone and facsimile charges upon receipt of periodic billings, all in accordance with an annual budget or fee schedule approved by the Governmental Party. The Custodial Trustee and employees of the Custodial Trust and the Custodial Trustee who perform services for the Custodial Trust shall be entitled to receive compensation for services rendered on behalf of the Custodial Trust in accordance with an annual budget or fee schedule approved by the Governmental Party. (b) The Custodial Trust Assets shall be subject to the claims of the Custodial Trustee, and the Custodial Trustee shall be entitled to reimburse itself out of any available cash in the Custodial Trust Account, and the Custodial Trust shall be obligated to pay, for actual out-ofpocket expenses that are in accordance with an annual budget or fee schedule approved by the Governmental Party. (c) All compensation and other amounts payable to the Custodial Trustee shall be paid from the assets of the Custodial Trust Account. 9
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4.10

Exculpation; Indemnification.

The Custodial Trust Parties shall be and hereby are exculpated by all Persons and entities, including, without limitation, holders of claims and other parties in interest, of and from any and all claims, causes of action and other assertions of liability arising out of the ownership of the Custodial Trust Assets and the discharge of the powers and duties conferred upon such Custodial Trustee and the Custodial Trust by the Plan, the Settlement Agreement, this Agreement, or any order of the Court entered pursuant to or in furtherance of the Plan, Settlement Agreement or this Agreement, or applicable law or otherwise, other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective willful misconduct or fraud. No holder of a claim or other party in interest will have or be permitted to pursue any claim or cause of action against any Custodial Trust Party for making payments in accordance with the Plan, the Settlement Agreement, this Agreement, or any order of the Court, or for implementing the provisions of the Plan, the Settlement Agreement, this Agreement, or any order of the Court. The Custodial Trust shall indemnify, defend and hold harmless (without the Custodial Trust Parties having to first pay from their own funds) the Custodial Trust Parties from and against any and all claims, causes of action, liabilities, obligations, losses, costs, judgments, damages or expenses (including attorneys fees) (other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective willful misconduct or fraud) to the fullest extent permitted by applicable law, provided that such indemnification shall be limited to funds in the Custodial Trust Account. It shall be an irrebuttable presumption that any action taken or, omitted to be taken, with the approval of the Court shall not constitute willful misconduct or fraud. 4.11 Termination; Resignation.

The duties, responsibilities and powers of the Custodial Trustee will terminate on the date as provided in the Plan or the Settlement Agreement, or by an order of the Court. All remaining funds (following payment of costs of administration, dissolution and/or termination of the Custodial Trust) shall be turned over to the Beneficiary and the Custodial Trust Trustee will be dissolved. The Custodial Trustee may resign by giving not less than thirty (30) days prior written notice thereof to the Court. The Custodial Trustee may be terminated by order of the Court for (i) willful misconduct or fraud immediately upon notice and the appointment of a temporary or permanent successor, and (ii) cause upon sixty (60) days prior written notice, or otherwise as provided in the Settlement Agreement. Notwithstanding termination or dissolution of the Custodial Trust Sections 2.8, 4.7, 4.8 and 4.10 above shall survive such termination or dissolution. 4.12 Acceptance of Appointment by Successor Trustees.

Any successor Custodial Trustee shall be proposed by the Governmental Party and appointed by the Court. Any successor Custodial Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Custodial Trust records. Thereupon, such successor Custodial Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Custodial Trust with like effect as if originally named herein; provided, however, that a removed or resigning Custodial Trustee shall, nevertheless, when requested in writing by the successor Custodial Trustee, execute and deliver an instrument or instruments 10
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conveying and transferring to such successor Custodial Trustee under the Custodial Trust all the estates, properties, rights, powers, and trusts of such predecessor Custodial Trustee. 4.13 No Bond. The Custodial Trustee shall serve without bond. ARTICLE V BENEFICIARY 5.1 Beneficiary.

Beneficial interests in the Custodial Trust shall be held the Governmental Party (the Beneficiary). 5.2 Identification of Beneficiary.

In order to determine the actual names, addresses and authorized representatives of the Beneficiary, the Custodial Trustee shall be entitled to conclusively rely on the names, address and authorized representatives identified in Paragraph ___ of the Settlement Agreement or in any written notice provided to the Custodial Trustee by an authorized representative of the Beneficiary. 5.3 Transfer of Beneficial Interests.

The only beneficiary of the Custodial Trust is that which is identified in this Agreement and in the Settlement Agreement. The interest of the Beneficiary in the Custodial Trust is not negotiable and may be transferred only by the Governmental Party after providing written notice to the Custodial Trust, by order of the Court, or by operation of law. The Custodial Trust shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Custodial Trust, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Custodial Trust. Until a transfer is in fact recorded on the books and records maintained by the Custodial Trust for the purpose of identifying the Beneficiary, the Custodial Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to the Beneficiary, as though it has no notice of any such transfer, and in so doing the Custodial Trust and Custodial Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. ARTICLE VI REPORTING 6.1 Reports.

As soon as practicable after the end of each year, and as soon as practicable upon termination of the Custodial Trust, the Custodial Trust shall submit to the Governmental Party a written report, including: (a) financial statements of the Custodial Trust at the end of such calendar year or period and the receipts and disbursements of the Custodial Trust for such period; and (b) a description of any action taken by the Custodial Trust in the performance of its 11
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duties which, as determined by outside counsel, accountants or other professional advisors, materially and adversely affects the Custodial Trust and of which notice has not previously been given to the Beneficiary. The Custodial Trust shall promptly submit additional reports to the Governmental Party whenever, as determined by outside counsel, accountants or other professional advisors, an adverse material event or change occurs which affects the Custodial Trust or the rights of the Beneficiary hereunder. The Custodial Trust shall also provide the reports or information required by Paragraphs 3(e) and 5(a) of the Settlement Agreement 6.2 Qualified Settlement Fund Status.

Subject to definitive guidance from the IRS to the contrary (including the issuance of applicable Treasury Regulations, the receipt by the Custodial Trust of a private letter ruling if the Custodial Trust so requests one, or the receipt of an adverse determination by the IRS upon audit if not contested by the Custodial Trust), the Custodial Trust shall file returns for the Custodial Trust as a qualified settlement fund pursuant to Treasury Regulation Section 1.468B. 6.3 Other.

The Custodial Trust shall also file (or cause to be filed) any other statements, returns or disclosures relating to the Custodial Trust, that are required by any governmental unit. ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 Amendment; Waiver.

Any provision of this Agreement may be amended or waived with the approval of the Court and the Governmental Party, and with the consent of the Custodial Trustee; provided, however, that no change shall be made to this Agreement that would adversely affect the federal income tax status of the Custodial Trust as a qualified settlement fund (in accordance with Section 6.2 hereof), if applicable or, unless agreed to in writing by the affected Custodial Trustee, the rights of the Custodial Trustee. Technical amendments to this Agreement may be made as necessary, to clarify this Agreement or enable the Custodial Trust to effectuate the terms of this Agreement, with the consent of the Custodial Trustee and the Governmental Party. 7.2 Intention of Parties to Establish Qualified Settlement Fund.

This Agreement is intended to create a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations for United States federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as a qualified settlement fund. 7.3 Preservation of Privilege.

In connection with the rights, claims, and causes of action that constitute the Custodial Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Custodial Trust shall vest in the Custodial Trust and its representatives, and the Parties are authorized to take all necessary actions to effectuate the transfer of such privileges. 12
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7.4

Cooperation.

Debtors shall provide the Custodial Trust with copies of such of their books and records as the Custodial Trust shall reasonably require for the purpose of performing its duties and exercising its powers hereunder. 7.5 Laws as to Construction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to rules governing the conflict of law that would require the application of the law of another jurisdiction. 7.6 Severability.

If any provision of this Agreement or application thereof to any person or circumstance shall be finally determined by the Court to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 7.7 Sufficient Notice.

Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended to the name and address set forth in Paragraph 17 of the Settlement Agreement or in any written notice provided to the Custodial Trustee by an authorized representative of a Beneficiary. 7.8 Headings.

The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or any term or provision hereof. 7.9 Actions Taken on Other Than Business Day.

If any payment or act under the Plan or the Settlement Agreement is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. 7.10 Consistency of Agreements; Construction.

To the extent reasonably possible, the provisions of this Agreement shall be interpreted in a manner consistent with the Plan, the Confirmation Order, the Settlement Order, and the Settlement Agreement. Where the provisions of this Agreement are irreconcilable with the provisions of the Settlement Agreement, the provisions of the Settlement Agreement shall 13
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prevail, with the exceptions that Articles 4.7, 4.8 and 4.10 of this Agreement shall prevail over any inconsistency with the Settlement Agreement. [REMAINDER OF THIS PAGE LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as the date of the first above written. THE DEBTORS (as identified in Attachment A hereto, and incorporated herein).

By:

___________________________ ___________________________ Print Name

MARMON WIRE & CABLE LLC

By:

___________________________ ___________________________ Print Name

LEPETOMANE XXI, INC., not individually, but solely in its representative capacity of Trustee of the Custodial Trust

By: ________________________ Jay A. Steinberg, not individually, but solely as President of LePetomane XXI, Inc., not individually, but solely in its representative capacity as Trustee of the Custodial Trust

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ATTACHMENT A DEBTORS 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. 0555959; 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. 0555960; 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. 0555948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968

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CUSTODIAL TRUST AGREEMENT (NEW HAMPSHIRE) This Custodial Trust Agreement (Agreement) is made this _______day of _______, 2007, by and among Collins & Aikman Corporation and its debtor subsidiaries (as identified on Attachment A hereto and incorporated herein; collectively, the Debtors) in the case In re Collins & Aikman Corporation, et al., Case No. 05-55927 (jointly administered) in the United States Bankruptcy Court for the Eastern District of Michigan (the Court), and _____________, not individually but solely in its representative capacity of Custodial Trust Trustee, as Trustee (the Custodial Trustee). The Custodial Trustee and the Debtors are collectively referred to herein as the Parties. RECITALS A. On May 17, 2005, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code; B. By order dated _____________ (the Confirmation Order) the Court confirmed the Plan under Chapter 11 of the Bankruptcy Code; C. In accordance with the Plan, this trust (the Custodial Trust) is established for the purpose of (a) owning the land and buildings in Farmington, New Hampshire known as the Farmington Plant (the Farmington Plant) and carrying out administrative functions related to it, (b) owing the land and structures in Farmington, New Hampshire known as the Cardinal Landfill (Cardinal Landfill) (the Farmington Plant and the Cardinal Landfill may be referred to herein after as the Properties), (c) managing and/or funding implementation of appropriate response and remedial actions with respect to the Properties as instructed by the State of New Hampshire, or in the case of Cardinal Landfill, if it becomes listed on the National Priorities List (NPL) or the State of New Hampshire requests assistance with response actions there, the United States Environmental Protection Agency, and (d) ultimately selling the Properties, if possible; D. The Custodial Trust is created pursuant to, and to effectuate, the Plan;

E. The Custodial Trust is intended to qualify as a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations; and F. The Custodial Trust shall be the exclusive holder of the assets described herein for purposes of 31 U.S.C. 3713(b) and 26 U.S.C. 6012 (b)(3); and NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Plan, the Parties agree as follows:

K&E 11836335.2

ARTICLE I DEFINITIONS 1.1 Definitions. The following terms as used in this Agreement shall have the definitions given below. Beneficiary shall have the meaning set forth in Section 5.1 hereof. Custodial Trust has the meaning given in the preamble. Custodial Trust Assets means (a) those assets and properties, including the Properties, to be transferred to the Custodial Trust pursuant to the Plan and (b) such other assets acquired or held by the Custodial Trust from time to time pursuant to this Agreement, the Plan, or an order of the Court. Custodial Trust Proceeds means the proceeds of the liquidation, sale, recovery or other proceeds in respect of the Custodial Trust Assets. Effective Date shall mean the date that this Agreement is executed by all parties to this Agreement and the Plan has become effective,. Facility means the Properties and all areas affected or potentially affected by the release or threatened release of hazardous substances or hazardous wastes, as a direct or indirect result of the operations or activities occurring on or in the vicinity of the Properties which gave rise to the release or threatened release, including the migration of hazardous substances or hazardous wastes therefrom. Governmental Party shall mean the State of New Hampshire, provided, however, that in the event that Cardinal Landfill becomes listed on the NPL or the State of New Hampshire requests assistance with response actions there, the term Governmental Party shall also mean the United States acting through the United States Environmental Protection Agency. Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof or any other entity. Plan shall have the meaning given in the preamble. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.

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ARTICLE II THE TRUST 2.1 Creation of and Transfer of Assets to Custodial Trust.

(a) Pursuant to the Plan, the Parties hereby establish, on behalf of the Beneficiary named herein, and Debtors hereby transfer, assign, and deliver to the Custodial Trust, free and clear of all claims and liens, on behalf of the Beneficiary, all right, title and interest in the Custodial Trust Assets. The transfer of the Property shall be recorded in appropriate deed records, the form of deed to be approved by the Custodial Trust, indicating the ownership of the Property by the Custodial Trust. In addition, the Debtors shall contribute $3,642,857 to the Custodial Trust in accordance with the Plan. The Custodial Trust agrees to accept and hold the Custodial Trust Assets in the Custodial Trust for the Beneficiary for the purposes described in Section 2.2 below, subject to the terms of the Plan, this Agreement and any applicable orders of the Court. Cash received and held by the Custodial Trust shall be applied to the environmental cleanup costs in relation to the Custodial Trust Assets, for administration expenses of the Custodial Trust as set forth under Section 3.2 and for other purposes set forth herein. The Custodial Trust may incur any reasonable and necessary expenses in liquidating and converting the Custodial Trust Assets to cash. (b) Pursuant to the Plan, contributions and accretions to the Custodial Trust shall include: (1) the Properties and proceeds of any lease, sale or other disposition of the Properties, (2) payments payable to the Custodial Trust under the terms of the Plan, and (3) any interest earned on funds held by the Custodial Trust. Upon the Effective Date of this Agreement, (i) Debtors shall have no interest in, or with respect to, any Custodial Trust Assets, and (ii) the Debtors nor any successors thereto shall have any further obligation to provide any funding to the Custodial Trust. 2.2 Objective and Purpose.

The Custodial Trust established by this Agreement seeks to be a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations. The purposes of the Custodial Trust are to implement the Plan by, among other things, owning the Properties, carrying out administrative functions related to the Properties, managing and/or funding implementation of one or more response or remedial actions selected and approved by the relevant Governmental Party with respect to the Property in order to facilitate environmental cleanup or protect public health and safety at the Properties, and ultimately to sell the Properties, if possible. 2.3 Obligations Related to the Properties.

The Custodial Trust shall implement any institutional controls or deed restrictions requested by the Governmental Party with respect to the Properties. In the event that the Court finds that the Custodial Trust exacerbated conditions at the Property or violated the provisions of this Agreement or Custodial Trust Documentation, the Governmental Party, may direct that all remaining funds and future recoveries in the Custodial Trust be paid to them for use consistent with the terms of this Agreement. 3
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2.4

Claims on Custodial Trust. Payments from the Custodial Trust shall be made as necessitated hereby and _________.

2.5

Investment and Safekeeping of Custodial Trust Assets.

The Custodial Trust Assets, until sold as provided herein and in the Plan, shall be held in trust and segregated. The Custodial Trust shall be under no liability for interest or producing income on any moneys received by the Custodial Trust hereunder and held for distribution or payment as provided in this Agreement, except as such interest shall actually be received by the Custodial Trust. Investments of any moneys held by the Custodial Trust shall be administered in a manner consistent with the standards and requirements applicable to a trustee in connection with a Chapter 7 liquidation; provided, however, that the right and power of the Custodial Trust to invest the Custodial Trust Assets, the Custodial Trust Proceeds, or any income earned by the Custodial Trust, shall be limited to the right and power to invest such assets (pending periodic distributions in accordance with Article III hereof) in demand and time deposits, such as shortterm certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills; and provided further, that the scope of any such permissible investments shall be limited to include only those investments, or shall be expanded to include any additional investments, as the case may be, that a liquidating trust, within the meaning of Treasury Regulation section 301.7701-4(d), may be permitted to hold, pursuant to Treasury Regulations, or any modification in the IRS guidelines, whether set forth in IRS rulings, other IRS pronouncements or otherwise. 2.6 2.7 Omitted. Access and Deed Restrictions.

The Custodial Trust shall provide the United States and the State of New Hampshire and their representatives with reasonable access at all reasonable times to the Properties. The Custodial Trust shall execute and record with the Strafford County Registry of Deeds any easements or deed restrictions requested by the Governmental Party for restrictions on use of the Properties in order to protect public health or safety or ensure non-interference or protectiveness of response action. 2.8 Accounting.

The Custodial Trust shall maintain, in respect of the Custodial Trust estate and the Beneficiary and all others to receive distributions under this Agreement, books and records relating to the assets and income of the Custodial Trust and the payment of expenses of, and liabilities of, claims against or assumed by, the Custodial Trust in such detail and for such period of time as may be necessary to enable the Custodial Trust to make full and proper accounting in respect thereof in accordance with Article VI hereof and to comply with applicable provisions of law. Except as otherwise provided herein, the Custodial Trust is not required to file any accounting or seek approval of any court either with respect to the administration of the Custodial Trust, or as a condition for making any payment or distribution out of the Custodial Trust Assets. Beneficiary shall have the right upon thirty (30) days prior written notice delivered to the Custodial Trust to inspect the Custodial Trusts books and records. 4
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2.9.

Liability of Custodial Trust Parties.

The Custodial Trustee, the Custodial Trustees Shareholder, the Custodial Trustees employees, officers, or directors, the Custodial Trusts employees and any of the Custodial Trustees or Custodial Trusts professionals or representatives (the Custodial Trust Parties) and the Custodial Trust are deemed to have resolved their civil liability under CERCLA or under the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 7003, and, to have contribution protection against any claims arising from the existing contamination at the Facility. The Custodial Trust Parties and the Custodial Trust will also have benefits of the covenant not to sue attached hereto as Exhibit ___. 2.10 Future Disposition of the Property.

The Governmental Party or a governmental unit that is a designee of the Governmental Party may at any time propose in writing to take title to the Properties. Any such proposed transfer and the terms thereof are subject to approval in writing by the Governmental Party. The Custodial Trust may at any time seek the approval of the Governmental Party for the sale or lease or other disposition of all or part of the Properties. The Governmental Party must approve such sale or lease or other disposition and the terms thereof in writing. In the event of any approved sale or lease or other disposition under this Paragraph, the net proceeds from the sale or lease or other disposition shall be added to the Custodial Trust Account. 2.11 Prompt Fulfillment of Trust Purposes.

The Custodial Trust shall not unduly prolong the duration of the Custodial Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Custodial Trust Assets and to effect the distribution of the Custodial Trust Proceeds and other receipts relating to the Custodial Trust Assets to the Beneficiary and the others who receive distributions hereunder in accordance with the terms hereof, and to terminate the Custodial Trust as soon as practicable consistent with the Plan. ARTICLE III DISTRIBUTIONS 3.1 Trust Accounts.

The Custodial Trust shall hold such trust accounts as it deems necessary, , to administer Custodial Trust Assets and distributions therefrom (each, a Trust Account, and collectively the Trust Accounts), and each Trust Account may be divided into such number of trust subaccounts dedicated for specific uses as may be deemed necessary in the sole discretion of the Custodial Trust (each, a Trust Subaccount) to comply with the terms of, and implement, the Plan and this Agreement. Without limiting the foregoing, the Custodial Trust shall at all times maintain at least one Trust Account to fund environmental cleanups, investigations, and other responses with respect to hazardous substances or wastes released, or threatened to be released, at or from the Facility for which such Trust Account was created in accordance with budgets established by the Governmental Party and the Custodial Trust. The Custodial Trust shall at all

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times seek to treat the Trust Accounts held by it as Qualified Settlement Funds pursuant to the Treasury Regulations under Section 468B of the Internal Revenue Code. 3.2 Administrative Expenses of the Trust.

By May 1 of each year the Custodial Trust shall provide the Governmental Parties with an annual budget for the following July 1 June 30 period for administration of the Custodial Trust, which may be approved or disapproved by the Governmental Parties. If disapproved, such budget shall be revised and resubmitted as expeditiously as possible. No administrative expenses may be incurred or paid by the Custodial Trust that are inconsistent with the approved budget, unless a revised budget is approved. Such annual budget shall include a future year forecast of administrative expenditures, with annual details for at least the next three years (or such longer period as the Governmental Parties shall reasonably request). The Custodial Trust shall regularly, but not less often than annually, and otherwise upon the reasonable request of any Beneficiary, provide documentation to the Beneficiary to substantiate compliance with the applicable approved budget and application of Custodial Trust Assets consistently with the terms of the Plan and this Agreement. The approved budget shall be funded by proceeds set aside and otherwise required to be paid to the Custodial Trust as provided in the Plan. 3.3 Granting of First Priority Lien

Notwithstanding anything to the contrary in this Article III, the Custodial Trust hereby grants to the Custodial Trustee and the Governmental Party a first-priority lien on and security interest in the Custodial Trust Assets to secure the payment of all amounts owed to, accrued or reserved on account of the Custodial Trust or to be retained by the Custodial Trustee hereunder or otherwise due hereunder. The Custodial Trust agrees to take appropriate actions and execute appropriate documents to perfect the liens and security interest granted hereunder. 3.4 Manner of Payment.

Cash payments made by the Custodial Trust pursuant to the Plan and this Agreement shall be in United States dollars by checks drawn on a domestic bank selected by the Custodial Trust, or by wire transfer from a domestic bank, at the option of the Custodial Trust. 3.5 Unclaimed Distributions.

In the event that there are funds in excess of the amount required to make full payment pursuant to this Article III, after due notice to any affected claim holder(s), the amount shall be paid to the Governmental Party. 3.6 Compliance with Laws.

Any and all distributions of Custodial Trust Assets shall be in compliance with applicable laws, including but not limited to, applicable federal and state securities laws.

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ARTICLE IV TRUST ADMINISTRATOR 4.1 Appointment.

Debtors hereby appoint the Custodial Trustee to serve as the initial trust administrator of the Custodial Trust under the Plan, and the Custodial Trustee hereby accepts such appointment and agrees to serve in such representative capacity, in each case effective upon the Effective Date. 4.2 Generally.

The Custodial Trustees powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Custodial Trust and not otherwise. The Custodial Trustee shall have the authority to bind the Custodial Trust, and any successor trustee, or successor or assign of the Custodial Trust, but shall for all purposes hereunder be acting in its representative capacity as Custodial Trustee and not individually. Notwithstanding anything to the contrary contained herein, the Custodial Trustee shall not be required to take action or omit to take any action if, after the advice of counsel, the Custodial Trustee believes such action or omission is not consistent with the Custodial Trustees fiduciary duties. 4.3 Powers.

In connection with the administration of the Custodial Trust, except as otherwise set forth in this Agreement, or the Plan, the Custodial Trust is authorized to perform any and all acts necessary and desirable to accomplish the purposes of the Custodial Trust. The powers of the Custodial Trust shall consist of, without any further Court approval or order, include, without limitation, each of the following: (i) to receive, manage, invest, supervise and protect Custodial Trust Assets, withdraw, make distributions and pay taxes and other obligations owed by the Custodial Trust from funds held by the Custodial Trustee and/or the Custodial Trust in accordance with the Plan; (ii) to engage employees and professional persons to assist the Custodial Trust and/or the Custodial Trustee with respect to the responsibilities described herein; (iii) to make distributions of the Custodial Trust Assets from the Trust Accounts for the purposes contemplated in the Plan, and this Agreement; and (iv) to effect all actions and execute all agreements, instruments and other documents necessary to implement the Plan, including to exercise such other powers as may be vested in or assumed by the Custodial Trust or the Custodial Trustee pursuant to this Agreement and any order of the Court or as may be necessary and proper to carry out the provisions of the Plan. No person dealing with the Custodial Trust shall be obligated to inquire into the authority of the Custodial Trustee in connection with the protection, conservation or disposition of Custodial Trust Assets. The Custodial Trustee is authorized to execute and deliver all documents on behalf of the Custodial Trust to accomplish the purposes of this Agreement, and the Plan. 4.4 Retention of Employees, Professionals and Independent Contractors.

The Custodial Trust shall have the authority to retain and pay such third parties as the Custodial Trust, in accordance with a budget approved by the Governmental Party, may deem necessary or appropriate to assist the Custodial Trust in carrying out its powers and duties under 7
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this Agreement, and the Plan, including, without limitation, (i) counsel to the Custodial Trustee and Custodial Trust, (ii) a public accounting firm to perform such reviews and/or audits of the financial books and records of the Custodial Trust as may be appropriate in the Custodial Trustees sole discretion and to prepare and file any tax returns or informational returns for the Custodial Trust as may be required, and (iii) such environmental consultants as the Custodial Trust may deem necessary. The Custodial Trustee may commit the Custodial Trust to pay all such persons compensation for services rendered and expenses incurred. 4.5 Other Activities.

The Custodial Trustee shall be entitled to perform services for and be employed by third parties; provided, however, that such performance or employment affords the Custodial Trustee sufficient time to carry out its responsibilities as Custodial Trustee. The Custodial Trustee may delegate the performance of services and the fulfillment of responsibilities to other persons. Such persons shall be entitled to be compensated and to be reimbursed for out-of-pocket disbursements in the same manner as the Custodial Trustee. 4.6 Limitation of Custodial Trustees Authority.

The Custodial Trustee shall not and is not authorized to engage in any trade or business with respect to the Custodial Trust Assets or any proceeds therefrom except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Custodial Trust and shall take such actions consistent with the prompt orderly liquidation of the Custodial Trust Assets as is required by applicable law and consistent with the treatment of the Custodial Trust as a liquidating trust under Treasury Regulation Section 301.7701-4(d), and such actions permitted herein. 4.7 Liability of Custodial Trust Parties.

In no event shall the Custodial Trust Parties be held personally liable for any claim asserted against one or more of the Custodial Trust Parties or the Custodial Trust except for actions or omissions to act to the extent such actions or omissions to act are determined by a final order of the Court to be due to their own respective willful misconduct or fraud. It shall be an irrebuttable presumption that any action taken, or omitted to be taken, with the approval of the Court shall not constitute willful misconduct or fraud. The Custodial Trust Parties shall be indemnified in accordance with Section 4.10 of this Agreement. 4.8 Reliance by Custodial Trustee.

Except as may otherwise be provided herein: (a) the Custodial Trustee may rely, and shall not be personally liable in acting upon and relying upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by him to be genuine and to have been signed or presented by the proper party or parties; (b) the Custodial Trustee may consult with legal counsel, financial or accounting advisors, environmental consultants and other professionals to be selected by him, and the Custodial Trustee shall not be personally liable for any action taken or omitted to be taken by him in accordance with the advice thereof; and (c) persons dealing with the Custodial Trustee shall look only to the Custodial Trust Assets and the Custodial Liquidation Proceeds that may be 8
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available to them consistent with the Plan to satisfy any liability incurred by the Custodial Trustee to such person in carrying out the terms of this Agreement, the Plan, or any order of the Court, and the Custodial Trust Parties shall have no personal obligation to satisfy any such liability. 4.9 Compensation of the Custodial Trustee.

(a) The Custodial Trust shall pay its own reasonable and necessary costs and expenses, and shall reimburse the Custodial Trustee for the actual out-of-pocket fees and expenses to the extent incurred by the Custodial Trustee in connection with the Custodial Trustees duties hereunder, including, without limitation, necessary travel, lodging, postage, photo copying, telephone and facsimile charges upon receipt of periodic billings, all in accordance with an annual budget or fee schedule approved by the Governmental Party. The Custodial Trustee and employees of the Custodial Trust and the Custodial Trustee who perform services for the Custodial Trust shall be entitled to receive compensation for services rendered on behalf of the Custodial Trust in accordance with an annual budget or fee schedule approved by the Governmental Party. (b) The Custodial Trust Assets shall be subject to the claims of the Custodial Trustee, and the Custodial Trustee shall be entitled to reimburse itself out of any available cash in the Custodial Trust Account, and the Custodial Trust shall be obligated to pay, for actual out-ofpocket expenses that are in accordance with an annual budget or fee schedule approved by the Governmental Party. (c) All compensation and other amounts payable to the Custodial Trustee shall be paid from the assets of the Custodial Trust Account. 4.10 Exculpation; Indemnification.

The Custodial Trust Parties shall be and hereby are exculpated by all Persons and entities, including, without limitation, holders of claims and other parties in interest, of and from any and all claims, causes of action and other assertions of liability arising out of the ownership of the Custodial Trust Assets and the discharge of the powers and duties conferred upon such Custodial Trustee and the Custodial Trust by the Plan, this Agreement, or any order of the Court entered pursuant to or in furtherance of the Plan, or this Agreement, or applicable law or otherwise, other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective willful misconduct or fraud. No holder of a claim or other party in interest will have or be permitted to pursue any claim or cause of action against any Custodial Trust Party for making payments in accordance with the Plan, this Agreement, or any order of the Court, or for implementing the provisions of the Plan, this Agreement, or any order of the Court. The Custodial Trust shall indemnify, defend and hold harmless (without the Custodial Trust Parties having to first pay from their own funds) the Custodial Trust Parties from and against any and all claims, causes of action, liabilities, obligations, losses, costs, judgments, damages or expenses (including attorneys fees) (other than actions or omissions to act to the extent determined by a final order of the Court to be due to their own respective willful misconduct or fraud) to the fullest extent permitted by applicable law, provided that such indemnification shall be limited to funds in the Custodial Trust Account. It shall be an irrebuttable presumption that 9
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any action taken or, omitted to be taken, with the approval of the Court shall not constitute willful misconduct or fraud. 4.11 Termination; Resignation.

The duties, responsibilities and powers of the Custodial Trustee will terminate on the date as provided in the Plan or by an order of the Court. All remaining funds (following payment of costs of administration, dissolution and/or termination of the Custodial Trust) shall be turned over to the Beneficiary and the Custodial Trust Trustee will be dissolved. The Custodial Trustee may resign by giving not less than thirty (30) days prior written notice thereof to the Court and the Governmental Parties. The Custodial Trustee may be terminated by order of the Court for (i) willful misconduct or fraud immediately upon notice and the appointment of a temporary or permanent successor, and (ii) cause upon sixty (60) days prior written notice. 4.12 Acceptance of Appointment by Successor Trustees.

Any successor Custodial Trustee shall be proposed by the Governmental Party and appointed by the Court or by the Merrimack County Superior Court. Any successor Custodial Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Custodial Trust records. Thereupon, such successor Custodial Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Custodial Trust with like effect as if originally named herein; provided, however, that a removed or resigning Custodial Trustee shall, nevertheless, when requested in writing by the successor Custodial Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Custodial Trustee under the Custodial Trust all the estates, properties, rights, powers, and trusts of such predecessor Custodial Trustee. 4.13 No Bond.

The Custodial Trustee shall serve without bond. The Governmental Party reserves the right to require a bond of any successor Custodial Trustee. ARTICLE V BENEFICIARY 5.1 Beneficiary.

Beneficial interests in the Custodial Trust shall be held by the State of New Hampshire (the Beneficiary). The State of New Hampshire may transfer a portion of its beneficial interest to the United States EPA pursuant to such agreements it may enter into with the United States EPA upon the listing of the Cardinal Landfill on the NPL. 5.2 Identification of Beneficiary.

In order to determine the actual names, addresses and authorized representatives of the Beneficiary, the Custodial Trustee shall be entitled to conclusively rely on the names, address and authorized representatives identified herein:. 10
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5.3

Transfer of Beneficial Interests.

The only beneficiary of the Custodial Trust is that which is identified in this Agreement. The interest of the Beneficiary in the Custodial Trust is not negotiable and may be transferred only by the Governmental Party after providing written notice to the Custodial Trust, by order of the Court, or by operation of law. The Custodial Trust shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Custodial Trust, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Custodial Trust. Until a transfer is in fact recorded on the books and records maintained by the Custodial Trust for the purpose of identifying the Beneficiary, the Custodial Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to the Beneficiary, as though it has no notice of any such transfer, and in so doing the Custodial Trust and Custodial Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. ARTICLE VI REPORTING 6.1 Reports.

As soon as practicable after the end of each year, and as soon as practicable upon termination of the Custodial Trust, the Custodial Trust shall submit to the Governmental Party a written report, including: (a) financial statements of the Custodial Trust at the end of such calendar year or period and the receipts and disbursements of the Custodial Trust for such period; and (b) a description of any action taken by the Custodial Trust in the performance of its duties which, as determined by outside counsel, accountants or other professional advisors, materially and adversely affects the Custodial Trust and of which notice has not previously been given to the Beneficiary. The Custodial Trust shall promptly submit additional reports to the Governmental Party whenever, as determined by outside counsel, accountants or other professional advisors, an adverse material event or change occurs which affects the Custodial Trust or the rights of the Beneficiary hereunder. 6.2 Qualified Settlement Fund Status.

Subject to definitive guidance from the IRS to the contrary (including the issuance of applicable Treasury Regulations, the receipt by the Custodial Trust of a private letter ruling if the Custodial Trust so requests one, or the receipt of an adverse determination by the IRS upon audit if not contested by the Custodial Trust), the Custodial Trust shall file returns for the Custodial Trust as a qualified settlement fund pursuant to Treasury Regulation Section 1.468B. 6.3 Other.

The Custodial Trust shall also file (or cause to be filed) any other statements, returns or disclosures relating to the Custodial Trust, that are required by any governmental unit.

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ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 Amendment; Waiver.

Any provision of this Agreement may be amended or waived with the approval of the Court or the Merrimack County Superior Court and the Governmental Party, and with the consent of the Custodial Trustee; provided, however, that no change shall be made to this Agreement that would adversely affect the federal income tax status of the Custodial Trust as a qualified settlement fund (in accordance with Section 6.2 hereof), if applicable or, unless agreed to in writing by the affected Custodial Trustee, the rights of the Custodial Trustee. Technical amendments to this Agreement may be made as necessary, to clarify this Agreement or enable the Custodial Trust to effectuate the terms of this Agreement, with the consent of the Custodial Trustee and the Governmental Party. 7.2 Intention of Parties to Establish Qualified Settlement Fund.

This Agreement is intended to create a qualified settlement fund pursuant to section 468B of the Internal Revenue Code and related regulations for United States federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as a qualified settlement fund. 7.3 Preservation of Privilege.

In connection with the rights, claims, and causes of action that constitute the Custodial Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Custodial Trust shall vest in the Custodial Trust and its representatives, and the Parties are authorized to take all necessary actions to effectuate the transfer of such privileges. 7.4 7.5 Omitted. Cooperation.

Debtors shall provide the Custodial Trust with copies of such of their books and records as the Custodial Trust shall reasonably require for the purpose of performing its duties and exercising its powers hereunder. The Debtors shall also provide the Custodial Trust such keys, codes, environmental data and information that it may possess or have control over as the Custodial Trust shall reasonably require. The Debtors shall also provide such further instruments or perform such actions as may be reasonably necessary to effectuate the applicable terms of the Plan and perform the agreements set forth herein. 7.6 Omitted.

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7.7

Laws as to Construction.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to rules governing the conflict of law that would require the application of the law of another jurisdiction. 7.8 Severability.

If any provision of this Agreement or application thereof to any person or circumstance shall be finally determined by the Court or the Merrimack County Superior Court to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 7.9 Sufficient Notice.

Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended to the name and address set forth herein above or in any written notice provided to the Custodial Trustee by an authorized representative of a Beneficiary. 7.10 Headings.

The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or any term or provision hereof. 7.11 Actions Taken on Other Than Business Day.

If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. 7.12 Consistency of Agreements; Construction.

To the extent reasonably possible, the provisions of this Agreement shall be interpreted in a manner consistent with the Plan.

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IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as the date of the first above written. THE DEBTORS (as identified in Attachment A hereto, and incorporated herein). By: ___________________________ ___________________________ Print Name | not individually, but solely in its representative capacity of Custodial Trust Trustee

By: ________________________ not individually, but solely in its representative capacity of Custodial Trust Trustee

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ATTACHMENT A DEBTORS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. Collins & Aikman Corporation Amco Convertible Fabrics, Inc. Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold) Brut Plastics, Inc. Collins & Aikman (Gibraltar) Limited Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation) Collins & Aikman Asset Services, Inc. Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.) Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.) Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Collins & Aikman Automotive International, Inc. Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.) Collins & Aikman Automotive Mats, LLC Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.) Collins & Aikman Automotive Services, LLC Collins & Aikman Canada Domestic Holding Company Collins & Aikman Carpet & Acoustics (MI), Inc. Collins & Aikman Carpet & Acoustics (TN), Inc. Collins & Aikman Development Company Collins & Aikman Europe, Inc. Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.) Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.) Collins & Aikman Interiors, Inc. Collins & Aikman International Corporation Collins & Aikman Plastics, Inc., Collins & Aikman Products Co. Collins & Aikman Properties, Inc. Comet Acoustics, Inc. CW Management Corporation Dura Convertible Systems, Inc. Gamble Development Company JPS Automotive, Inc. (d/b/a PACJ, Inc.) New Baltimore Holdings, LLC, Owosso Thermal Forming, LLC Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.) Wickes Asset Management, Inc. Wickes Manufacturing Company

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