<PAGE>
                                                                    EXHIBIT 10.1



                                                                  EXECUTION COPY
--------------------------------------------------------------------------------




                         RECEIVABLES TRANSFER AGREEMENT


                                  by and among


                                 CARCORP, INC.,
                                 as Transferor,


                         COLLINS & AIKMAN PRODUCTS CO.,
                      individually and as Collection Agent,

                          The Persons Parties hereto as
                             CP Conduit Purchasers,
                              Committed Purchasers
                               and Funding Agents


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent




                         Dated as of December 20, 2001,
                as amended and restated as of September 24, 2002




--------------------------------------------------------------------------------



<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                          <C>
ARTICLE I Definitions.............................................................................................1

         SECTION 1.01.   Certain Defined Terms....................................................................1
         SECTION 1.02.   Other Terms..............................................................................1
         SECTION 1.03.   Computation of Time Periods..............................................................2

ARTICLE II Purchases and Settlements..............................................................................2

         SECTION 2.01.   Facility; Termination....................................................................2
         SECTION 2.02.   Transfers; Certificates..................................................................2
         SECTION 2.03.   Selection of Tranche Periods and Tranche Rates...........................................4
         SECTION 2.04.   Discount, Fees and Other Costs and Expenses..............................................5
         SECTION 2.05.   Non-Liquidation Settlement and Reinvestment Procedures...................................6
         SECTION 2.06.   Liquidation Settlement Procedures........................................................7
         SECTION 2.07.   Reduction of the Facility Limit and the Commitments......................................8
         SECTION 2.08.   Fees.....................................................................................9
         SECTION 2.09.   Protection of Ownership Interest of the CP Conduit Purchasers and the Committed
                                   Purchasers.....................................................................9
         SECTION 2.10.   Deemed Collections; Application of Payments.............................................10
         SECTION 2.11.   Payments and Computations, etc..........................................................10
         SECTION 2.12.   Reports.................................................................................11
         SECTION 2.13.   Collection Accounts.....................................................................11
         SECTION 2.14.   Right of Setoff.........................................................................12
         SECTION 2.15.   Sharing of Payments, etc................................................................12
         SECTION 2.16.   Broken Funding..........................................................................13
         SECTION 2.17.   Conversion and Continuation of Outstanding Tranches Funded by the Committed Purchasers..13
         SECTION 2.18.   Illegality..............................................................................13
         SECTION 2.19.   Inability to Determine Eurodollar Rate..................................................14
         SECTION 2.20.   Indemnities by the Transferor...........................................................15
         SECTION 2.21.   Indemnity for Reserves and Expenses.....................................................17
         SECTION 2.22.   Indemnity for Taxes.....................................................................18
         SECTION 2.23.   Other Costs, Expenses and Related Matters...............................................19
         SECTION 2.24.   Funding Agents..........................................................................20
         SECTION 2.25.   Use of Historical Data..................................................................20
         SECTION 2.26.   Expiration or Extension of Commitments..................................................20
         SECTION 2.27.   Exchange of Canadian Dollars into United States Dollars.................................21
         SECTION 2.28.   Receivables Situated in the Province of Quebec..........................................22
         SECTION 2.29.   Confirmation of Prior Incremental Transfers.............................................22

ARTICLE III Representations and Warranties.......................................................................22

         SECTION 3.01.   Representations and Warranties of the Transferor........................................22
         SECTION 3.02.   Reaffirmation of Representations and Warranties by the Transferor.......................26
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>                                                                                                          <C>
ARTICLE IV Conditions Precedent..................................................................................26

         SECTION 4.01.   Conditions to the Original Closing Date.................................................26
         SECTION 4.02.   Conditions to the Restatement Date......................................................28
         SECTION 4.03.   Conditions to Each Transfer.............................................................29

ARTICLE V Covenants..............................................................................................29

         SECTION 5.01.   Affirmative Covenants of the Transferor.................................................29
         SECTION 5.02.   Negative Covenants of the Transferor....................................................35

ARTICLE VI Administration and Collections........................................................................37

         SECTION 6.01.   Appointment of Collection Agent.........................................................37
         SECTION 6.02.   Duties of Collection Agent..............................................................38
         SECTION 6.03.   Rights After Designation of New Collection Agent........................................40
         SECTION 6.04.   Representations and Warranties of the Collection Agent..................................40
         SECTION 6.05.   Covenants of the Collection Agent.......................................................41
         SECTION 6.06.   Negative Covenants of the Collection Agent and/or C&A...................................42
         SECTION 6.07.   Collection Agent Default................................................................43
         SECTION 6.08.   Responsibilities of the Transferor and the Sellers......................................44
         SECTION 6.09.   Grant of License........................................................................44
         SECTION 6.10.   Collection Agent Indemnification of Indemnified Parties.................................44

ARTICLE VII Termination Events...................................................................................45

         SECTION 7.01.   Termination Events......................................................................45
         SECTION 7.02.   Remedies Upon the Occurrence of a Termination Event.....................................47
         SECTION 7.03.   Reconveyance Under Certain Circumstances................................................48

ARTICLE VIII The Administrative Agent............................................................................48

         SECTION 8.01.   Appointment.............................................................................48
         SECTION 8.02.   Delegation of Duties....................................................................48
         SECTION 8.03.   Exculpatory Provisions..................................................................48
         SECTION 8.04.   Reliance by Administrative Agent........................................................49
         SECTION 8.05.   Notice of Collection Agent Default......................................................49
         SECTION 8.06.   Non-Reliance on the Administrative Agent and Other Purchasers...........................49
         SECTION 8.07.   Indemnification.........................................................................50
         SECTION 8.08.   The Administrative Agent in Its Individual Capacity.....................................50
         SECTION 8.09.   Resignation of Administrative Agent; Successor Administrative Agent.....................50

ARTICLE IX Additional Representations, Warranties and Covenants of the Transferor and Collection Agent...........51

         SECTION 9.01.   Additional Representations, Warranties and Covenants....................................51

ARTICLE X Miscellaneous..........................................................................................52

         SECTION 10.01.   Term of Agreement......................................................................52

</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                                                                                                          <C>
         SECTION 10.02.   Waivers; Amendments....................................................................52
         SECTION 10.03.   Notices................................................................................53
         SECTION 10.04.   Governing Law; Submission to Jurisdiction; Integration.................................54
         SECTION 10.05.   Severability; Counterparts.............................................................55
         SECTION 10.06.   Successors and Assigns.................................................................55
         SECTION 10.07.   Confidentiality........................................................................57
         SECTION 10.08.   No Bankruptcy Petition Against the CP Conduit Purchasers...............................58
         SECTION 10.09.   Limited Recourse.......................................................................58
         SECTION 10.10.   Characterization of the Transactions Contemplated by the Agreement.....................59
         SECTION 10.11.   Waiver of Setoff.......................................................................59
         SECTION 10.12.   JPMorgan Chase Conflict Waiver.........................................................59
         SECTION 10.13.   CDC Conflict Waiver....................................................................60
         SECTION 10.14.   The Bank of Nova Scotia Conflict Waiver................................................60
         SECTION 10.15.   GE Capital Conflict Waiver.............................................................60
         SECTION 10.16.   Canadian Taxes.........................................................................60
         SECTION 10.17.   Liability of Funding Agents............................................................61
         SECTION 10.18.   Limitation on the Termination of Sellers...............................................61
         SECTION 10.19.   Supplemental Definitions...............................................................62

Definitions.......................................................................................................1
</TABLE>





                                      iii
<PAGE>




<TABLE>
<S>                           <C>
SCHEDULE A                     Definitions
SCHEDULE B                     Schedule of CP Conduit Purchasers, Committed Purchasers and Funding Agents
SCHEDULE C                     Schedule of Special Obligors
SCHEDULE D                     Schedule of Match Funding CP Conduit Purchasers
SCHEDULE E                     List of Equipment and Software
SCHEDULE F                     List of C&A Fiscal Periods for the Years 2001 and 2002
SCHEDULE G                     Supplemental Definitions

EXHIBIT A                      Credit and Collection Policies
EXHIBIT B                      List of Lockbox Banks and Accounts
EXHIBIT C                      Form of Lockbox Agreement
EXHIBIT D-1                    Form of Daily Report
EXHIBIT D-2                    Form of Weekly Report
EXHIBIT D-3                    Form of Settlement Statement
EXHIBIT E                      Form of Transfer Certificate
EXHIBIT F                      [Reserved]
EXHIBIT G                      Location of Records
EXHIBIT H                      List of Subsidiaries, Divisions, Trade Names and Other Matters
EXHIBIT I                      Form of Secretary's Certificate
EXHIBIT J                      [Reserved]
EXHIBIT K                      Form of Transfer Supplement
EXHIBIT L                      Form of Required Currency Hedge Assignment
EXHIBIT M                      Form of Limited Guaranty
</TABLE>





                                       iv
<PAGE>


                  RECEIVABLES TRANSFER AGREEMENT (as amended, supplemented or
otherwise modified and in effect from time to time, this "Agreement"), dated as
of December 20, 2001, as amended and restated as of September 24, 2002 (the
"Restatement Date"), by and among CARCORP, INC., a Delaware corporation, as
transferor (in such capacity, the "Transferor"), COLLINS & AIKMAN PRODUCTS CO.,
a Delaware corporation, individually ("C&A") and as collection agent (in such
capacity, the "Collection Agent"), the several commercial paper conduits
identified on Schedule B and their respective permitted successors and assigns
(the "CP Conduit Purchasers"; each, individually, a "CP Conduit Purchaser"), the
several financial institutions identified on Schedule B as "Committed
Purchasers" and their respective permitted successors and assigns (the
"Committed Purchasers"; each, individually, a "Committed Purchaser"), the agent
bank set forth opposite the name of each CP Conduit Purchaser and Committed
Purchaser on Schedule B and its permitted successor and assign (the "Funding
Agent" with respect to such CP Conduit Purchaser and Committed Purchaser), and
JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), a New York state
banking corporation ("JPMorgan Chase"), as administrative agent for the benefit
of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents
(in such capacity, the "Administrative Agent").


                             PRELIMINARY STATEMENTS

                  WHEREAS the parties hereto desire to amend and restate, as of
the Restatement Date, the Receivables Transfer Agreement (the "Original
Agreement"), dated as of December 20, 2001 (the "Original Closing Date"), among
the Transferor, C&A, the Collection Agent, the CP Conduit Purchasers identified
on Schedule B to the Original Agreement, the Committed Purchasers identified on
Schedule B to the Original Agreement, the Funding Agent set forth on Schedule B
to the Original Agreement and JPMorgan Chase, and

                  WHEREAS Transferor may desire to convey, transfer and assign,
from time to time, undivided percentage interests in certain accounts
receivable, and the CP Conduit Purchasers may desire to, and the Committed
Purchasers, if requested by the CP Conduit Purchasers or the Transferor, shall,
accept such conveyance, transfer and assignment of such undivided percentage
interests, subject to the terms and conditions of this Agreement.

                  NOW, THEREFORE, the parties hereby agree as follows:


                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Certain Defined Terms. Capitalized terms used
herein shall have the meanings assigned to such terms in, or incorporated by
reference into, Schedule A attached hereto, which Schedule A is incorporated by
reference herein.

                  SECTION 1.02. Other Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP; provided
that, if the Transferor notifies the Administrative Agent that the Transferor
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Transferor that any Funding Agent requests an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith and provided,





<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

further, that if such change in GAAP would have resulted in non-compliance with
the definitions of "Interest Coverage Ratio" or "Leverage Ratio" but for such
notice, the Transferor agrees to enter into negotiations with the Administrative
Agent to effectuate an amendment.

                  SECTION 1.03. Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word "from" means "from and
including," the words "to" and "until" each means "to but excluding," and the
word "within" means "from and excluding a specified date and to and including a
later specified date."

                                   ARTICLE II

                            Purchases and Settlements

                  SECTION 2.01. Facility; Termination. On the terms and
conditions set forth in this Agreement, the parties hereto establish a
receivables financing facility.

                  The Committed Purchasers' several obligations to make
purchases from the Transferor hereunder shall terminate on the applicable
Termination Date. Notwithstanding anything to the contrary contained herein or
in the other Transaction Documents, no Committed Purchaser shall be obligated to
provide the Transferor with funds in an amount that would exceed such Committed
Purchaser's unused Commitment then in effect, and the failure of any Committed
Purchaser to make its Pro Rata Share of such purchase available to the
Transferor (subject to the terms and conditions set forth herein) shall not
relieve any other Committed Purchaser of its obligations hereunder.

                  SECTION 2.02. Transfers; Certificates.

                  (a) Incremental Transfers. Prior to the Termination Date, upon
the terms and subject to the conditions set forth herein and in the other
Transaction Documents, (x) the Transferor may, at its option from time to time,
convey, transfer and assign to each CP Conduit Purchaser (prior to the
occurrence of a CP Conduit Purchaser's Termination Event with respect to such CP
Conduit Purchaser) or to the Committed Purchasers with respect to such CP
Conduit Purchaser, and (y) each CP Conduit Purchaser may, at its option from
time to time prior to the occurrence of a CP Conduit Purchaser's Termination
Event with respect to such CP Conduit Purchaser, and, if such CP Conduit
Purchaser declines to accept, the Committed Purchasers with respect to such CP
Conduit Purchaser shall, accept such conveyance, transfer and assignment from
the Transferor, without recourse except as provided herein, of undivided
percentage ownership interests in the Receivables, together with Related
Security and Collections and Proceeds with respect thereto (each, an
"Incremental Transfer") in exchange for the Transfer Price from time to time
prior to the Termination Date; provided that the conditions set forth in Section
4.03 shall be satisfied with respect thereto.

                  If the Transferor determines as provided in the preceding
paragraph to make an Incremental Transfer, the Transferor shall, by notice to
the Administrative Agent given by telecopy, offer to convey, transfer and assign
to each CP Conduit Purchaser (prior to the occurrence of a CP Conduit
Purchaser's Termination Event with respect to such CP Conduit Purchaser) or the
related Committed Purchasers undivided percentage ownership interests in the
Receivables and Related Security, Collections and Proceeds with respect thereto
at least two (2) Business Days prior to the proposed date of any Incremental
Transfer. Each such notice shall specify (x) the desired Transfer Price (which
shall be at least $1,000,000 per CP Conduit Purchaser or integral multiples of
$100,000 in excess thereof) or, to the extent that the then available unused
portion of the Facility Limit is less than such amount, such lesser amount equal
to such available portion of the Facility Limit; (y) the desired date of such
Incremental Transfer which shall be a Business Day; and (z) the desired Tranche
Period(s) and allocations of the Net




                                       2
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


Investment of such Incremental Transfer thereto as required by Section 2.03 of
this Agreement. The Administrative Agent will promptly notify the Funding Agent
for each CP Conduit Purchaser and the Committed Purchasers, as applicable, of
the Administrative Agent's receipt of a request for an Incremental Transfer to
be made to such Person. At its option, each CP Conduit Purchaser shall accept or
reject any such offer by prompt written notice given to the Transferor, the
Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser by telephone or telecopy.

                  Each notice of proposed Incremental Transfer shall be
irrevocable and binding on the Transferor, and the Transferor shall indemnify
the CP Conduit Purchasers and the Committed Purchasers against any loss or
expense incurred by the CP Conduit Purchasers and the Committed Purchasers,
either directly or indirectly, as a result of any failure by the Transferor to
complete such Incremental Transfer, including, without limitation, any loss or
expense incurred by the CP Conduit Purchasers and the Committed Purchasers by
reason of the liquidation or reemployment of funds acquired by the CP Conduit
Purchasers or the Committed Purchasers (including, without limitation, funds
obtained by issuing Commercial Paper or promissory notes, obtaining deposits as
loans from third parties and reemployment of funds) to fund such Incremental
Transfer.

                  On the date of the initial Incremental Transfer, the
Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed
Purchasers, shall deliver written confirmation to the Transferor of the Transfer
Price, the Tranche Period(s) and the Tranche Rate(s) relating to such Transfer
as required by Section 2.03 of this Agreement, and the Transferor shall deliver
to the Administrative Agent the Transfer Certificate in the form of Exhibit E
hereto (the "Transfer Certificate"). The Transfer Price for the initial
Incremental Transfer shall be $72,570,000. The Administrative Agent shall
indicate the amount of the initial Incremental Transfer together with the date
thereof on the grid attached to the Transfer Certificate; provided, however,
that the failure by the Administrative Agent to make the foregoing notations
shall not in any way affect the Transferor's obligations hereunder. On the date
of each subsequent Incremental Transfer, the Administrative Agent shall send
written confirmation to the Transferor of the Transfer Price, the Tranche
Period(s), the Transfer Date and the Tranche Rate(s) applicable to such
Incremental Transfer. The Administrative Agent shall indicate the amount of the
Incremental Transfer together with the date thereof as well as the Net
Investment after giving effect to such Incremental Transfer on the grid attached
to the Transfer Certificate. The Transfer Certificate shall evidence the
Incremental Transfers. On the day of such Incremental Transfer, the CP Conduit
Purchasers or the Committed Purchasers, as applicable, shall deposit to the
Transferor's account, in immediately available funds, an amount equal to the
Transfer Price for such Incremental Transfer made to the CP Conduit Purchasers
or the Committed Purchasers, as applicable.

                  (b) Reinvestment Transfers. On each Business Day occurring
after the initial Incremental Transfer hereunder and prior to a CP Conduit
Purchaser's Termination Event (in the case of the CP Conduit Purchasers) and the
Termination Date, the Transferor hereby agrees to convey, transfer and assign to
each CP Conduit Purchaser (prior to the occurrence of a CP Conduit Purchaser's
Termination Event with respect to such CP Conduit Purchaser) or the related
Committed Purchasers, and each CP Conduit Purchaser may agree to purchase and
each Committed Purchaser shall purchase from the Transferor, undivided
percentage ownership interests in each and every Receivable, together with
Related Security, Collections and Proceeds with respect thereto, to the extent
that Collections are available for such Transfer in accordance with Section 2.05
hereof. The Transferor agrees to maintain, at all times prior to the Termination
Date, a Net Receivables Balance in an amount at least sufficient to maintain the
Percentage Factor at an amount not greater than the Maximum Percentage Factor.
Accordingly, the maximum amount of funding that the Transferor may obtain on the
Original Closing Date or at any time thereafter shall be equal to the maximum
Net Investment that would not exceed the Facility Limit and would not cause the
Percentage Factor to exceed the Maximum Percentage Factor.




                                       3
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  (c) All Transfers. Each Transfer shall constitute a purchase
of undivided percentage ownership interests in each and every Receivable,
together with Related Security, Collections and Proceeds with respect thereto,
then existing, as well as in each and every Receivable, together with Related
Security, Collections and Proceeds with respect thereto, which arises at any
time after the date of such Transfer. The CP Conduit Purchasers' (and, following
the occurrence of a CP Conduit Purchaser's Termination Event with respect to any
CP Conduit Purchaser, the Committed Purchasers') aggregate undivided percentage
ownership interest in the Receivables, together with the Related Security,
Collections and Proceeds with respect thereto, shall equal the Percentage Factor
in effect from time to time. Such purchases from the Transferor by the CP
Conduit Purchasers and the Committed Purchasers shall be made in accordance with
their respective Pro Rata Shares. By accepting any conveyance, transfer and
assignment of ownership interests in the Receivables hereunder, none of the CP
Conduit Purchasers, the Committed Purchasers, the Funding Agents or the
Administrative Agent assumes or shall have any obligations or liability under
any of the applicable Contracts, all of which shall remain the obligations and
liabilities of the Sellers.

                  (d) Percentage Factor. The Percentage Factor shall be
initially computed as of the opening of business of the Collection Agent on the
date of the initial Incremental Transfer hereunder. Thereafter, until the
Termination Date, the Percentage Factor shall be recomputed upon the date of any
Incremental Transfer and (if there is not otherwise an Incremental Transfer on
such day) on the date of delivery of each Weekly Report (or, if Daily Reports
are then required to be delivered pursuant to Section 2.12, the next Daily
Report), and shall remain constant during any period between recomputations. At
all times on and after the Termination Date until the date on which the Net
Investment has been reduced to zero and all accrued Discount, Servicing Fees and
all other Aggregate Unpaids have been paid in full, the Percentage Factor shall
equal 100%. Following any assignment of any portion of the Transferred Interest
to the Committed Purchasers pursuant to the Asset Purchase Agreements, the
Funding Agent for each CP Conduit Purchaser and Committed Purchaser shall, at
all times and from time to time, calculate such CP Conduit Purchaser's and such
Committed Purchaser's Pro Rata Share in the Percentage Factor and regularly
report thereon to the Administrative Agent (with copies thereof to the
Transferor).

                  SECTION 2.03. Selection of Tranche Periods and Tranche Rates.

                  (a) Transferred Interest Held by CP Conduit Purchasers Prior
to CP Conduit Purchaser's Termination Event. At all times hereafter, but prior
to the Termination Date and not with respect to any portion of the Transferred
Interest held by any of the Committed Purchasers, the Transferor may, subject to
each Match Funding CP Conduit Purchaser's approval and the limitations described
below, request Tranche Periods and allocate a portion of the Net Investment to
each selected Tranche Period, so that the aggregate amounts allocated to
outstanding Tranche Periods at all times shall equal the Pro Rata Share(s) of
the Net Investment held by the Match Funding CP Conduit Purchasers. The
Transferor shall give the Administrative Agent and the Funding Agent with
respect to each Match Funding CP Conduit Purchaser irrevocable notice by
telephone of the new requested Tranche Period(s) at least two (2) Business Days
prior to the expiration of any then existing Tranche Period; provided, however,
that each Match Funding CP Conduit Purchaser may select, in its reasonable
discretion, any such new Tranche Period if (i) the Transferor fails to provide
such notice on a timely basis or (ii) the Funding Agent with respect to such
Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP Conduit
Purchaser, determines, in its sole discretion, that the Tranche Period requested
by the Transferor is unavailable or for any reason commercially undesirable.
Each Match Funding CP Conduit Purchaser confirms that it is its intention to
allocate all or substantially all of the portion of the Net Investment held by
it to one or more CP Tranche Periods; provided that each Match Funding CP
Conduit Purchaser may determine, from time to time, in its reasonable
discretion, that funding such portion of the Net Investment by means of one or
more CP Tranche Periods is not possible or is not desirable for any reason.



                                       4
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  On any Business Day, a Match Funding CP Conduit Purchaser may
elect that the Transferor no longer be permitted to select CP Tranches in
accordance with the preceding paragraph in respect of the CP Conduit Funded
Amount with respect to such Match Funding CP Conduit Purchaser by giving the
Transferor and the Administrative Agent irrevocable written notice thereof,
which notice must be received by the Transferor and the Administrative Agent at
least one Business Day prior to such election becoming effective. On any
Business Day, a Pooled Funding CP Conduit Purchaser may elect thereafter to
allow the Transferor to select CP Tranches in accordance with the preceding
paragraph in respect of the CP Conduit Funded Amount with respect to such Pooled
Funding CP Conduit Purchaser by giving the Transferor and the Administrative
Agent irrevocable written notice thereof, which notice must be received by the
Transferor and the Administrative Agent at least two (2) Business Days prior to
such Business Day. Any Pooled Funding CP Conduit Purchaser making an election to
change the manner in which its funding costs are allocated will be both a Match
Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during
the period that its CP Conduit Funded Amount is funded on both a "pooled" and
"match funded" basis and its accrued and unpaid Discount will be calculated
accordingly. For all purposes of this Agreement, the "CP Tranche" with respect
to any Pooled Funding CP Conduit Purchaser shall be equal to the aggregate
amount of its CP Conduit Funded Amount funded on a pooled basis during the
related CP Tranche Period.

                  (b) Transferred Interest Held by CP Conduit Purchasers
Following the Termination Date. At all times on and after the Termination Date,
with respect to any portion of the Transferred Interest which shall not have
been transferred to the Committed Purchasers (or any of them), each CP Conduit
Purchaser or the Funding Agent with respect to such CP Conduit Purchaser, as
applicable, shall select all Tranche Periods and Tranche Rates applicable
thereto upon the expiration of Tranche Periods in effect on the Termination
Date.

                  (c) Transferred Interest Held by the Committed Purchasers
Prior to the Termination Date. With respect to any portion of the Transferred
Interest which is owned by or transferred to a Committed Purchaser pursuant to
this Agreement or an Asset Purchase Agreement prior to the Termination Date, the
initial Tranche Period applicable to such portion of the Net Investment
allocable thereto shall be a period of at least three (3) Business Days, and
such Tranche shall be a BR Tranche. Thereafter (but prior to the Termination
Date or the occurrence and continuation of a Potential Termination Event), with
respect to such portion, and with respect to any other portion of the
Transferred Interest held by any Committed Purchaser, the Tranche Period
applicable thereto shall be, at the Transferor's sole option, either a BR
Tranche or a Eurodollar Tranche. The Transferor shall give the Administrative
Agent and the Funding Agents with respect to the applicable Committed Purchasers
irrevocable notice by telephone of the new Tranche Period (i) if the applicable
Tranche is to be a Eurodollar Tranche, at least three (3) Business Days prior to
the expiration of any then existing Tranche Period, and (ii) if the applicable
Tranche is to be a BR Tranche, at least one (1) Business Day prior to the
expiration of any then existing Tranche Period. Any Tranche Period maintained by
the Committed Purchasers which is outstanding on the Termination Date shall end
on the Termination Date.

                  (d) After the Termination Date; Transferred Interest Held by
Committed Purchasers. At all times on and after the Termination Date, with
respect to any portion of the Transferred Interest which shall have been owned
by, or transferred to, the Committed Purchaser, the Funding Agents with respect
to the applicable Committed Purchasers shall select all Tranche Periods and
Tranche Rates applicable thereto.

                  SECTION 2.04. Discount, Fees and Other Costs and Expenses. The
Transferor shall pay, as and when due in accordance with this Agreement and the
other Transaction Documents, all Discount, Servicing Fees, Fees and other
Aggregate Unpaids to the extent not otherwise provided for by the provisions of
this Agreement. As provided in Section 2.05 and 2.06, the Transferor shall pay
to the Administrative Agent, on behalf of the CP Conduit Purchasers and/or the
Committed Purchasers, as



                                       5
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

applicable, an amount equal to the accrued and unpaid Discount for such Tranche
Period together with, in the event any portion of the Transferred Interest is
held by the CP Conduit Purchasers, an amount equal to the Discount (without
duplication) accrued on the CP Conduit Purchasers' Commercial Paper to the
extent such Commercial Paper was issued in order to fund the Transferred
Interest in a face amount in excess of the Transfer Price of an Incremental
Transfer; provided that (i) in the event of any repayment or prepayment of a BR
Tranche or a Eurodollar Tranche, accrued Discount on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (ii)
in the event of any conversion of a BR Tranche or a Eurodollar Tranche, accrued
interest on such BR Tranche or Eurodollar Tranche shall be payable on the
effective date of such conversion. Discount shall accrue with respect to each
Tranche on each day occurring during the Tranche Period related thereto.

                  Nothing in this Agreement or the other Transaction Documents
shall limit in any way the obligations of the Transferor to pay the amounts set
forth in this Section 2.04.

                  SECTION 2.05. Non-Liquidation Settlement and Reinvestment
Procedures. On each day after the date of any Incremental Transfer but prior to
the Termination Date, and provided that Section 2.06 shall not be applicable,
the Collection Agent shall, out of the Percentage Factor of Collections received
on or prior to such day and not previously set aside or paid:

                  (i) set aside and hold in trust for the CP Conduit Purchasers
         or the Committed Purchasers, as applicable (or deposit into the
         Collection Account if so required pursuant to Section 2.13 hereof) an
         amount equal to all Discount, Fees and the Servicing Fee accrued
         through such day and not so previously set aside or paid;

                  (ii) set aside the amount payable on such day with respect to
         the purchase price of, the Required Currency Hedge (if applicable);

                  (iii) apply the balance of such Percentage Factor of
         Collections remaining after application of Collections as provided in
         clauses (i) and (ii) of this Section 2.05, for the benefit of the CP
         Conduit Purchasers and/or the Committed Purchasers, as applicable, to
         the purchase of additional undivided percentage interests in each
         Receivable from the Transferor pursuant to Section 2.02(b) hereof; and

                  (iv) remit the balance, if any, of such Collections remaining
         after the applications provided in clauses (i), (ii) and (iii) to the
         Transferor. Such Collections remitted to the Transferor shall be
         available for the ordinary business purposes of the Transferor or
         otherwise, subject to the provisions of the Transaction Documents.

On each Weekly Settlement Date, from the amounts set aside as described in
clause (i) above, the Collection Agent shall transfer to an account maintained
by the Administrative Agent (the "Deposit Account"), for the benefit of the CP
Conduit Purchasers and/or the Committed Purchasers, as applicable, an amount
equal to the accrued and unpaid Discount and Fees for the immediately preceding
calendar week and shall deposit to its own account an amount equal to the
accrued and unpaid Servicing Fee for such Settlement Period; provided that
accrued and unpaid Discount with respect to any Eurodollar Tranche shall be
deposited at the end of the related Tranche Period. On each Settlement Date, the
Administrative Agent shall distribute from such amounts transferred during the
previous Settlement Period to the Funding Agents for the CP Conduit Purchasers
and/or the Committed Purchasers the amount of accrued and unpaid Discount and
Fees for such preceding Settlement Period as calculated by the Funding Agents in
accordance with the Transaction Documents; provided that if the Administrative
Agent shall have insufficient funds to pay all of the above amounts in full on
any such date, the Administrative Agent shall notify the Transferor and the
Transferor shall immediately pay to the Administrative Agent, from funds
previously paid to the Transferor, an amount equal to such





                                       6
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


insufficiency. The Administrative Agent shall pay the Funding Agents in
accordance with the records maintained by the Funding Agents pursuant to Section
2.24.

                  SECTION 2.06. Liquidation Settlement Procedures.

                  (a) If at any time on or prior to the Termination Date, the
Percentage Factor is greater than the Maximum Percentage Factor, then the
Transferor shall immediately pay to the Administrative Agent, for the benefit of
the CP Conduit Purchasers and/or the Committed Purchasers, as applicable, from
previously received Collections, an amount that, when applied to reduce the Net
Investment, will result in a Percentage Factor less than or equal to the Maximum
Percentage Factor. Such amount shall be applied to reduce the Net Investment of
Tranche Periods selected by the Funding Agents.

                  (b) On the Termination Date or the day on which a Potential
Termination Event or Termination Event occurs, the Collection Agent shall
transfer to the Administrative Agent, for the benefit of the CP Conduit
Purchasers or the Committed Purchasers, as applicable, any amounts set aside
pursuant to Section 2.05 above.

                  (c) Subject to Section 2.26(a) with respect to each
Non-Extending Committed Purchaser that is not required to transfer and assign
its Commitment pursuant to Section 2.26(b)(ii) of this Agreement, the Collection
Agent shall implement the procedures set forth in this clause (c) (a "Partial
Liquidation"). On each Business Day until such Liquidating Purchaser Group's Net
Investment is reduced to zero, and provided that no Termination Event has been
declared or has occurred and that no Potential Termination Event has occurred
and is continuing, the Collection Agent shall apply, out of the Percentage
Factor of Collections received and not previously applied, funds in the
following manner:

                  (i) transfer to the Administrative Agent for the benefit of
         the CP Conduit Purchasers and the Committed Purchasers an amount equal
         to all Discount on all Tranches, Fees and the Servicing Fee, in each
         case accrued through such day and not so previously set aside or paid.
         The Administrative Agent shall then pay to the Funding Agent for the CP
         Conduit Purchasers and the Committed Purchasers the amount of Fees and
         Discount on all Tranches that has accrued during such calendar week on
         the Weekly Settlement Date;

                  (ii) pay to the Funding Agent for such Liquidating Purchaser
         Group an amount equal to such Liquidating Purchaser Group's Liquidation
         Share of all remaining Collections, up to the amount of such
         Liquidating Purchaser Group's Net Investment, in payment of such
         Liquidating Purchaser Group's Net Investment; and

                  (iii) apply the balance of such Collections to the purchase of
         additional undivided percentage interests pursuant to Section 2.02(b)
         hereof.

                  (d) On the Termination Date and on each Business Day
thereafter, and on each Business Day on which a Potential Termination Event has
occurred and is continuing, the Collection Agent shall transfer to the
Administrative Agent, for the benefit of the CP Conduit Purchasers and the
Committed Purchasers, as applicable, the Percentage Factor of all Collections
received on such day, to be applied to the payment in full of (i) the accrued
Discount for such Tranche Period, (ii) the portion of the Net Investment
allocated to such Tranche Period, and (iii) all other Aggregate Unpaids not
covered in clauses (i) and (ii). On each such day, the Collection Agent shall
deposit to its account, from the amounts set aside for the CP Conduit Purchasers
and the Committed Purchasers pursuant to the preceding sentence which remain
after payment in full of the aforementioned amounts, the accrued Servicing Fee
for such Tranche Period. If there shall be insufficient funds on deposit for the
Collection Agent to distribute funds in payment in full of the aforementioned
amounts, the Collection Agent shall distribute funds in the following order of
priority:





                                       7
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (i) first, in payment in full of the accrued Discount and all
         Fees payable by the Transferor;

                  (ii) second, if C&A or any Affiliate of C&A is not then the
         Collection Agent, to the Collection Agent's account, payment in full of
         the Servicing Fee payable to the Collection Agent;

                  (iii) third, in reduction of the Net Investment to zero;

                  (iv) fourth, payment in full of all other Aggregate Unpaids
         not covered in clauses (i) through (iii) above; and

                  (v) fifth, if C&A or any Affiliate of C&A is the Collection
         Agent, to its account as Collection Agent, in payment of the Servicing
         Fee payable to such Person as Collection Agent.

The Administrative Agent, upon its receipt of such amounts, shall distribute
such amounts to the Funding Agents for the CP Conduit Purchasers and/or the
Committed Purchasers entitled thereto in accordance with the records maintained
by the Funding Agents pursuant to Section 2.24; provided that if the
Administrative Agent shall have insufficient funds to pay all of the above
amounts in full on any such date, the Administrative Agent shall pay such
amounts in the order of priority set forth above and, with respect to any such
category above for which the Administrative Agent shall have insufficient funds
to pay all amounts owing on such date, ratably (based on the amounts in such
categories owing to such Persons) among all such Persons entitled to payment
thereof.

                  (e) Following the date on which the Net Investment has been
reduced to zero and all accrued Discount, Fees, Servicing Fees and all other
Aggregate Unpaids have been paid in full, (i) the Percentage Factor shall equal
zero, (ii) the Administrative Agent, on behalf of the CP Conduit Purchasers and
the Committed Purchasers, shall be considered to have reconveyed to the
Transferor all of the CP Conduit Purchasers' and the Committed Purchasers'
right, title and interest in, to and under the Receivables and Related Security,
Collections and Proceeds with respect thereto, (iii) the Administrative Agent,
on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall
execute and deliver to the Transferor, at the Transferor's expense, such
documents or instruments as are necessary to terminate the CP Conduit
Purchasers' and the Committed Purchasers' respective interests in the
Receivables and Related Security, Collections and Proceeds with respect thereto,
and (iv) the Collection Agent shall remit to the Transferor such portion of
Collections set aside for the Transferor pursuant to this Section 2.06. Any such
documents shall be prepared by or on behalf of the Transferor.

                  SECTION 2.07. Reduction of the Facility Limit and the
Commitments. Upon ten (10) Business Days written notice to the Administrative
Agent, the Transferor may reduce the Facility Limit (and the Commitments of the
Committed Purchasers as provided below) in an amount equal to $5,000,000 or a
whole multiple of $500,000 in excess thereof; provided that no such termination
or reduction shall be permitted if, after giving effect thereto, the Net
Investment would exceed the Facility Limit. Upon any such reduction, the CP
Conduit Funding Limit of each CP Conduit Purchaser shall be reduced in an amount
equal to such CP Conduit Purchaser's Pro Rata Share of such reduction. The
Commitment of each Committed Purchaser shall be reduced by an amount equal to
(a) with respect to each Committed Purchaser for PARCO, the product of (i) 102%
of the reduction of PARCO's CP Conduit Funding Limit and (ii) the Commitment
Percentage of such Committed Purchaser, (b) with respect to each Committed
Purchaser for Eiffel, the product of (i) 102% of the reduction of Eiffel's CP
Conduit Funding Limit and (ii) the Commitment Percentage of such Committed
Purchaser, (c) with respect to each Committed Purchaser for Liberty, the product
of (i) 102% of the reduction of Liberty's CP Conduit Funding Limit and (ii) the
Commitment Percentage of such Committed Purchaser, (d) with respect to each
Committed Purchaser for Redwood, the product of (i) 103% of the reduction of
Redwood's CP Conduit Funding Limit and (ii) the Commitment Percentage of such
Committed Purchaser



                                       8
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

and (e) with respect to each Committed Purchaser for a CP Conduit Purchaser
which becomes a party hereto pursuant to Section 10.06(b), the product of (i) a
percentage of the reduction of such CP Conduit Purchaser's CP Conduit Funding
Limit (which percentage shall not exceed 103% and shall be obtained from the
relevant Transfer Supplement by dividing (x) the aggregate Commitments of the
Committed Purchasers for such CP Conduit Purchaser by (y) such CP Conduit
Purchaser's CP Conduit Funding Limit) and (ii) the Commitment Percentage of such
Committed Purchaser. Once reduced, the Commitments shall not be subsequently
reinstated. The Commitment of each Committed Purchaser shall be automatically
reduced to zero on its Commitment Expiry Date and the Commitment of all
Committed Purchasers shall be automatically reduced to zero on the Termination
Date.

                  SECTION 2.08. Fees. To the extent not otherwise provided for
by the provisions of the Agreement, the Transferor shall pay to (i) the
Administrative Agent, for its own account and the account of each CP Conduit
Purchaser, Funding Agent and Committed Purchaser, (ii) Eiffel, (iii) The Bank of
Nova Scotia and (iv) the Redwood Funding Agent the Fees specified in the Fee
Letters, as applicable.

                  SECTION 2.09. Protection of Ownership Interest of the CP
Conduit Purchasers and the Committed Purchasers.

                  (a) The Transferor will, and will cause each Seller to, from
time to time, at its expense, promptly execute and deliver all instruments and
documents and take all actions as may be necessary or as the Administrative
Agent may reasonably request in order to perfect or protect the Transferred
Interest or to enable the Administrative Agent, the CP Conduit Purchasers or the
Committed Purchasers to exercise or enforce any of their respective rights
hereunder. Without limiting the foregoing, the Transferor will, and will cause
each Seller to, upon the request of the Administrative Agent, in order to
accurately reflect this purchase and sale transaction, (x) execute and file such
financing or continuation statements or amendments thereto or assignments
thereof as may be requested by the Administrative Agent for the benefit of the
CP Conduit Purchasers and the Committed Purchasers and (y) mark its respective
master data processing records and other documents with a legend describing the
conveyance to the Transferor (in the case of the Sellers) and the Administrative
Agent for the benefit of the CP Conduit Purchasers and the Committed Purchasers,
of the Transferred Interest. The Transferor shall, and shall cause the Sellers
to, obtain such additional search reports as the Administrative Agent, for the
benefit of the CP Conduit Purchasers and the Committed Purchasers, shall
reasonably request. To the fullest extent permitted by applicable law, the
Administrative Agent shall be permitted to sign and file continuation statements
and amendments thereto and assignments thereof without the Transferor's or any
Seller's signature. Carbon, photostatic or other reproduction of this Agreement
or any financing statement shall be sufficient as a financing statement. The
Transferor shall not, and shall not permit any Seller to, change its respective
name, the state of its formation, its structure or the location of its chief
executive office, or relocate any office where Records are kept unless it shall
have: (i) given the Administrative Agent at least thirty (30) days' prior notice
thereof and (ii) prepared at the Transferor's expense and delivered to the
Administrative Agent all financing statements, instruments and other documents
necessary to preserve and protect the Transferred Interest or reasonably
requested by the Administrative Agent in connection with such change or
relocation. Any filings under the Relevant UCC or otherwise that are occasioned
by such change in name or location shall be made at the expense of Transferor or
the related Seller.

                  (b) The Collection Agent shall instruct, and shall cause the
other Sellers to instruct, all Obligors to cause all Collections to be deposited
directly with a Lockbox Bank. Any Lockbox Account maintained by a Lockbox Bank
pursuant to the related Lockbox Agreement shall be owned by the Transferor;
provided, however, that any such Lockbox Account shall be under the exclusive
dominion and control of the Administrative Agent which is hereby granted to the
Administrative Agent by C&A and the Transferor. The Collection Agent shall be
permitted to give instructions to the Lockbox Banks except, so long as C&A or
any Affiliate thereof is the Collection Agent, during the occurrence of a



                                       9
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

Collection Agent Default or any other Termination Event. The Collection Agent
shall not add any bank as a Lockbox Bank to those listed on Exhibit B attached
hereto unless such bank has entered into a Lockbox Agreement. The Collection
Agent shall not terminate any bank as a Lockbox Bank unless the Administrative
Agent shall have received thirty (30) days' prior notice of such termination. If
the Transferor, any Seller or the Collection Agent receives any Collections, the
Transferor or the Collection Agent, as applicable, shall, or shall cause such
Seller to, remit such Collections to a Lockbox Account within one (1) Business
Day of receipt thereof.

                  (c) The Transferor hereby pledges, assigns and transfers to
the Administrative Agent, for the benefit of the CP Conduit Purchasers and the
Committed Purchasers, and hereby creates and grants to the Administrative Agent,
for the benefit of the CP Conduit Purchasers and the Committed Purchasers, a
security interest in the Lockbox Accounts and all cash, checks and other
negotiable instruments, funds and other evidences of payment held therein.

                  SECTION 2.10. Deemed Collections; Application of Payments.

                  (a) If on any day a Receivable becomes a Diluted Receivable or
is otherwise reduced as provided in Section 6.2 of the Receivables Purchase
Agreement, the Transferor shall be deemed to have received on such day a
Collection of such Receivable in the amount of the applicable reduction or
cancellation, and the Transferor shall pay to the Administrative Agent an amount
equal to such reduction or cancellation. Any such amount shall be treated as a
Collection of a Receivable in accordance with the provisions of the Transaction
Documents.

                  (b) If on any day any of the representations or warranties in
Article III was or becomes untrue with respect to a Receivable or the nature of
the Administrative Agent's interest therein (whether on or after the date of any
transfer of an interest therein to the CP Conduit Purchasers and the Committed
Purchasers, or an assignment therein by the CP Conduit Purchasers to the
Committed Purchasers under the Asset Purchase Agreements), the Transferor shall
be deemed to have received on such day a Collection of such Receivable in full
and the Transferor shall, on such day, pay to the Collection Agent an amount
equal to the Outstanding Balance of such Receivable and such amount shall be
allocated and applied by the Collection Agent as a Collection allocable to the
Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as
applicable. The Net Investment shall be reduced by the amount of such payment
actually received by the Administrative Agent. Simultaneously with any such
payment by the Transferor, each of the CP Conduit Purchasers and the Committed
Purchasers, as the case may be, shall convey all of its right, title and
interest in such Receivable and Related Security to the Transferor, and the
Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed
Purchasers, shall take all action reasonably requested by the Transferor to
effectuate such conveyance.

                  (c) Any payment by an Obligor in respect of any indebtedness
owed by it to the Transferor or the Seller shall, except as provided in
paragraphs (a) and (b) of this Section 2.10 or as otherwise specified by such
Obligor or identified by the Collection Agent as relating to a Receivable due to
the exact dollar amount of such payment being identical to the exact dollar
amount of the invoice relating to such Receivable, or otherwise required by
contract or law and unless otherwise instructed by the CP Conduit Purchasers, be
applied as a Collection of any Receivable of such Obligor included in the
Transferred Interest (in order of the age of such Receivable, starting with the
oldest such Receivable) to the extent of any amounts then due and payable
thereunder before being applied to any other receivable or other indebtedness of
such Obligor.

                  SECTION 2.11. Payments and Computations, etc. All amounts to
be paid or deposited by the Transferor or the Collection Agent hereunder shall
be paid or deposited in accordance with the terms hereof no later than 12:00
p.m. (New York time) on the day when due in immediately available funds; if such
amounts are payable to any CP Conduit Purchaser (or any Committed Purchaser),
they shall




                                       10
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

be paid or deposited to an account (with such account number as the
Administrative Agent shall advise the Transferor and the Collection Agent) in
the name of the Administrative Agent and maintained at JPMorgan Chase's offices
at 450 W. 33rd Street in New York, NY, until otherwise notified by the
Administrative Agent. Any payments to be made by the Transferor or the
Collection Agent pursuant to Section 2.05 or 2.06 shall be made by withdrawing
funds from any or all of the Collection Accounts at the option of the Collection
Agent, or in the event of a Potential Termination Event or Termination Event, at
the option of the Administrative Agent. No later than 3:00 p.m. (New York time)
on the date of any Incremental Transfer hereunder, the CP Conduit Purchasers or
the Committed Purchasers, as applicable, will make available to the Transferor,
in immediately available funds, the Transfer Price for such Incremental Transfer
on such day by remitting such amount to an account of the Transferor specified
in the related notice of Transfer. The Transferor shall, to the extent permitted
by law, pay to the Administrative Agent, for the benefit of the CP Conduit
Purchasers and/or the Committed Purchasers upon demand, interest on all amounts
not paid or deposited by it when due hereunder at a rate equal to 2.00% per
annum plus the Base Rate. All computations of interest hereunder shall be made
on the basis of a year of 360 days (or, in the case of a Tranche as to which
Discount is calculated at the Base Rate, 365 or 366 days, as applicable) for the
actual number of days (including the first but excluding the last day) elapsed.
Whenever any payment or deposit to be made hereunder shall be due on a day other
than a Business Day, such payment or deposit shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of such payment or deposit. Any computations by the Administrative
Agent of amounts payable by the Transferor hereunder shall be binding upon the
Transferor absent manifest error.

                  SECTION 2.12. Reports. The Collection Agent shall prepare and
forward to the Administrative Agent (i) on each Settlement Date, a Settlement
Statement as of the end of the last day of the immediately preceding Settlement
Period, (ii) on each Weekly Settlement Date, a Weekly Report as of the end of
the last day of the immediately preceding calendar week, (iii) on each Business
Day (prior to an Incremental Transfer on such day) (A) after C&A shall have
permitted either (1) the Interest Coverage Ratio during any period set forth in
the definition of "Interest Coverage Ratio" to be less than the ratio set forth
in such definition for such period or (2) the Leverage Ratio during any period
set forth in the definition of "Leverage Ratio" to be greater than the ratio set
forth in such definition for such period, and continuing until the
Administrative Agent shall have notified C&A otherwise (at the direction of all
of the Committed Purchasers and CP Conduit Purchasers) and (B) on which
Collections received by the Transferor, the Sellers or the Collection Agent or
deposited into a Lockbox Account or the Collection Accounts on such Business Day
equal or exceed $12,500,000, if the Transferor wishes to have funds released to
it pursuant to Section 2.05(iv) prior to the delivery of the next Weekly Report,
a Daily Report, and (iv) as soon as reasonably practicable, from time to time,
such other information as the Administrative Agent may reasonably request. With
respect to Section 2.12(iii)(A) herein, the Collection Agent may again provide a
Weekly Report after C&A has complied with the Interest Coverage Ratio or
Leverage Ratio for two (2) consecutive fiscal quarters; unless such requirement
shall have been waived by the Administrative Agent with the prior consent of the
Funding Agents.

                  SECTION 2.13. Collection Accounts.

                  (a) There shall be established on or before the day of the
initial Incremental Transfer hereunder and maintained, for the benefit of the
Administrative Agent on behalf of the CP Conduit Purchasers and the Committed
Purchasers, three segregated accounts (collectively, the "Collection Accounts"),
each bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the CP Conduit Purchasers and the Committed
Purchasers. The Collection Agent shall deposit all Collections into the
Collection Accounts within one Business Day of (i) deposit thereof into a
Lockbox Account or (ii) receipt thereof by the Transferor, a Seller or the
Collection Agent as follows: (i) an account in the United States to hold all
Collections received in the United States (the "U.S. Dollar Collection
Account"), (ii) an account in Canada to hold all Collections received in Canada
that are paid in



                                       11
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


United States dollars (the "Canada/U.S. Dollar Collection Account") and (iii) an
account in Canada to hold all Collections received in Canada that are paid in
Canadian Dollars (the "Canada/Canadian Dollar Collection Account"). All funds
which are deposited in the United States, shall be deposited into the U.S.
Dollar Collection Account; all funds which are deposited in Canada in United
States dollars, shall be deposited into the Canada/U.S. Dollar Collection
Account; and all funds which are deposited in Canada in Canadian Collars, shall
be deposited into the Canada/Canadian Dollar Collection Account. All such
deposits to the U.S. Dollar Collection Account and the Canada/U.S. Dollar
Collection Account shall be made in United States dollars. All such deposits to
the Canada/Canadian Dollar Collection Account shall be made in Canadian Dollars.
Funds on deposit in the Collection Accounts (other than investment earnings)
shall be invested by the Administrative Agent in Permitted Investments that will
mature so that such funds will be available prior to each Settlement Date,
following such investment. On each Settlement Date, all interest and earnings
(net of losses and investment expenses) on funds on deposit in the Collection
Accounts shall be retained in the Collection Accounts and be available to make
any payments required to be made hereunder (including Discount) by the
Transferor. On the date on which the Net Investment is zero and all accrued
Discount, Servicing Fees, Fees and all other Aggregate Unpaids have been paid in
full, any funds remaining on deposit in the Collection Accounts shall be paid to
the Transferor.

                  (b) For so long as any amounts remain due and owing to the CP
Conduit Purchasers or the Committed Purchasers hereunder or under the
Transaction Documents, the Administrative Agent shall distribute all payments
received by it in respect of the Transaction Documents immediately after receipt
thereof by (i) transferring to the CP Conduit Purchasers and the Committed
Purchasers, on a pro rata basis, based on the amounts thereof owing to each CP
Conduit Purchaser and each Committed Purchaser, respectively, all payments of
Discount, (ii) transferring to the CP Conduit Purchasers and the Committed
Purchasers, on a pro rata basis, based on the CP Conduit Purchaser's Interest
and the Committed Purchaser Funded Amount, respectively, on the date of payment,
all payments in reduction of the Net Investment and (iii) transferring to the CP
Conduit Purchasers and/or the Committed Purchasers, any other amounts owing to
the CP Conduit Purchasers and/or the Committed Purchasers under this Agreement.
Such transfers shall be made by the Administrative Agent by withdrawing funds on
deposit in the Collection Accounts and remitting such funds to the accounts of
the CP Conduit Purchasers and the Committed Purchasers specified by each of them
from time to time.

                  SECTION 2.14. Right of Setoff. Each of the CP Conduit
Purchasers and the Committed Purchasers is hereby authorized (in addition to any
other rights it may have) at any time after the occurrence of the Termination
Date, or during the continuation of a Potential Termination Event, to set off,
appropriate and apply (without presentment, demand, protest or other notice
which are hereby expressly waived) any deposits and any other indebtedness held
or owing by such CP Conduit Purchaser or such Committed Purchaser to, or for the
account of, the Transferor against the amount of the Aggregate Unpaids owing by
the Transferor to such Person.

                  SECTION 2.15. Sharing of Payments, etc. If any CP Conduit
Purchaser or any Committed Purchaser (for purposes of this Section 2.15 only, a
"Recipient") shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) on account of any interest in
the Transferred Interest owned by it in excess of its Pro Rata Share of payments
on account of any interest in the Transferred Interest obtained by the CP
Conduit Purchasers and/or the Committed Purchasers entitled thereto, such
Recipient shall forthwith purchase from the CP Conduit Purchasers and/or the
Committed Purchasers entitled to a share of such amount participations in the
percentage interests owned by such Persons as shall be necessary to cause such
Recipient to share the excess payment ratably with each such other Person
entitled thereto; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such Recipient, such purchase from each
such other Person shall be rescinded and each such other Person shall repay to
the Recipient the purchase price paid by such Recipient for such participation
to the extent of such recovery, together with an amount equal to



                                       12
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

such other Person's Pro Rata Share (according to the proportion of (a) the
amount of such other Person's required payment to (b) the total amount so
recovered from the Recipient) of any interest or other amount paid or payable by
the Recipient in respect of the total amount so recovered.

                  SECTION 2.16. Broken Funding. In the event of (a) the payment
of any principal of any Eurodollar Tranche other than on the last day of the
Eurodollar Tranche Period applicable thereto (including as a result of the
occurrence of the Termination Date or an optional prepayment of a Eurodollar
Tranche), (b) the conversion of any Eurodollar Tranche other than on the last
day of the related Eurodollar Tranche Period, or (c) any failure to borrow,
convert, continue or prepay any Eurodollar Tranche on the date specified in any
notice delivered pursuant hereto, then, in any such event, the Transferor shall
compensate the Committed Purchasers for the loss, cost and expense actually
incurred by such Committed Purchasers attributable to such event. Such loss,
cost or expense to any Committed Purchaser shall include an amount determined by
such Committed Purchaser to be the excess, if any, of (i) the amount of Discount
which would have accrued on the principal amount of such Eurodollar Tranche had
such event not occurred, at the Eurodollar Rate that would have been applicable
to such Eurodollar Tranche, for the period from the date of such event to the
last day of the Eurodollar Tranche Period (or, in the case of a failure to
borrow, convert or continue, for the period that would have been the related
Eurodollar Tranche Period), over (ii) the amount of interest which would accrue
on such principal amount for such period at the interest rate which such
Committed Purchaser would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks
in the interbank Eurodollar market. Within forty-five (45) days after any
Committed Purchaser hereunder receives actual knowledge of any of the events
specified in this Section 2.16, a certificate of such Committed Purchaser
setting forth any amount or amounts that such Committed Purchaser is entitled to
receive pursuant to this Section 2.16 and the reason(s) therefor shall be
delivered to the Transferor (with a copy to the Administrative Agent) and shall
be conclusive absent manifest error. The Transferor shall pay each such
Committed Purchaser the amount shown as due on any such certificate within ten
(10) days after receipt thereof.

                  SECTION 2.17. Conversion and Continuation of Outstanding
Tranches Funded by the Committed Purchasers. Prior to the occurrence of the
Termination Date or a Potential Termination Event, (a) each BR Tranche hereunder
may, at the option of the Transferor, be converted to a Eurodollar Tranche and
(b) each Eurodollar Tranche may, at the option of the Transferor, be continued
as a Eurodollar Tranche or converted to a BR Tranche. If the Termination Date
has occurred or a Potential Termination Event has been declared by the
Administrative Agent and is continuing, then (i) no outstanding Tranche funded
by the Committed Purchasers may be converted to, or continued as, a Eurodollar
Tranche and (ii) unless repaid, each Eurodollar Tranche shall be converted to a
BR Tranche on the last day of the Tranche Period related thereto. For any such
conversion or continuation, the Transferor shall give the Administrative Agent
irrevocable notice in the form of part B of Exhibit E of such request not later
than 12:30 p.m. (New York City time) (i) in the case of a conversion of a BR
Tranche into a Eurodollar Tranche, or a continuation of a Eurodollar Tranche as
a Eurodollar Tranche, three (3) Business Days before the date of such conversion
or continuation, as applicable, and (ii) following the Termination Date or the
declaration by the Administrative Agent and continuation of a Potential
Termination Event, in the case of a conversion of a Eurodollar Tranche into a BR
Tranche or a continuation of a BR Tranche as a BR Tranche, on the Business Day
of such conversion or continuation, as applicable. If notice has not been timely
delivered with respect to any BR Tranche or Eurodollar Tranche, such Tranche
shall be automatically continued as, or converted to, a BR Tranche.

                  SECTION 2.18. Illegality.

                  (a) Notwithstanding any other provision herein, if, after the
Original Closing Date, the adoption of any Law or bank regulatory guideline or
any amendment or change in the interpretation of any existing or future Law or
bank regulatory guideline by any Official Body charged with the




                                       13
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

administration, interpretation or application thereof, or the compliance with
any directive of any Official Body (in the case of any bank regulatory
guideline, whether or not having the force of Law), shall make it unlawful for
any Committed Purchaser to acquire or maintain a Eurodollar Tranche as
contemplated by this Agreement, (i) such Committed Purchaser shall, within
forty-five (45) days after receiving actual knowledge thereof, deliver a
certificate to the Transferor (with a copy to the Administrative Agent) setting
forth the basis for such illegality, which certificate shall be conclusive
absent manifest error, (ii) the commitment of such Committed Purchaser hereunder
to make a portion of a Eurodollar Tranche, continue any portion of a Eurodollar
Tranche as such and convert a BR Tranche to a Eurodollar Tranche shall forthwith
be canceled, and such cancellation shall remain in effect so long as the
circumstance described above exists, and (iii) such Committed Purchaser's
portion of any Eurodollar Tranche then outstanding shall be converted
automatically to a BR Tranche on the last day of the related Eurodollar Tranche
Period, or within such earlier period as required by law.

                  If any such conversion of a portion of a Eurodollar Tranche
occurs on a day which is not the last day of the related Eurodollar Tranche
Period, then pursuant to Section 2.16 the Transferor shall pay to such Committed
Purchaser such amounts, if any, as may be required to compensate such Committed
Purchaser. If circumstances subsequently change so that it is no longer unlawful
for an affected Committed Purchaser to acquire or to maintain a portion of a
Eurodollar Tranche as contemplated hereunder, such Committed Purchaser will, as
soon as reasonably practicable after such Committed Purchaser knows of such
change in circumstances, notify the Transferor and the Administrative Agent, and
upon receipt of such notice, the obligations of such Committed Purchaser to
acquire or maintain its acquisition of portions of Eurodollar Tranches or to
convert its portion of a BR Tranche into portions of Eurodollar Tranches shall
be reinstated.

                  (b) Each Committed Purchaser agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.18(a) with respect to
such Committed Purchaser, it will, if requested by the Transferor and to the
extent permitted by law or by the relevant Official Body, endeavor in good faith
to change the office at which it books its portions of Eurodollar Tranches
hereunder if such change would make it lawful for such Committed Purchasers to
continue to acquire or to maintain its acquisition of portions of Eurodollar
Tranches hereunder; provided, however, that such change may be made in such
manner that such Committed Purchaser, in its sole determination, suffers no
unreimbursed cost or expense or any other disadvantage whatsoever.

                  SECTION 2.19. Inability to Determine Eurodollar Rate. If,
prior to the first day of any Eurodollar Tranche Period:

                  (i) the Administrative Agent shall have determined (which
         determination in the absence of manifest error shall be conclusive and
         binding upon the Transferor) that, by reason of circumstances affecting
         the interbank Eurodollar market, either (a) dollar deposits in the
         relevant amounts and for the relevant Tranche Period are not available,
         or (b) adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Eurodollar Tranche Period; or

                  (ii) the Administrative Agent shall have received notice from
         the Required Committed Purchasers that the Eurodollar Rate determined
         or to be determined for such Eurodollar Tranche Period will not
         adequately and fairly reflect the cost to such Committed Purchasers (as
         conclusively certified by such Committed Purchasers) of purchasing or
         maintaining their affected portions of Eurodollar Tranches during such
         Eurodollar Tranche Period;

then, in either such event, the Administrative Agent shall give telecopy or
telephonic notice thereof (confirmed in writing) to the Transferor and the
Committed Purchasers as soon as practicable (but, in any event, within ten (10)
days after such determination or notice, as applicable) thereafter. Until such
notice



                                       14
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

has been withdrawn by the Administrative Agent, no further Eurodollar
Tranches shall be made. The Administrative Agent agrees to withdraw any such
notice as soon as reasonably practicable after the Administrative Agent is
notified of a change in circumstances which makes such notice inapplicable.

                  SECTION 2.20. Indemnities by the Transferor. Without limiting
any other rights which the Administrative Agent, the CP Conduit Purchasers or
the Committed Purchasers may have hereunder or under applicable law, the
Transferor hereby agrees to indemnify the CP Conduit Purchasers, the Committed
Purchasers, the Funding Agents and the Administrative Agent and any successors
and permitted assigns and their respective officers, directors, agents and
employees (collectively, "Indemnified Parties") from and against any and all
damages, losses, claims, liabilities, costs and expenses, including, without
limitation, reasonable attorneys' fees and disbursements (all of the foregoing
being collectively referred to as "Indemnified Amounts") awarded against or
incurred by any of them in any action or proceeding between the Transferor, the
Collection Agent in such capacity or the Sellers and any of the Indemnified
Parties or between any of the Indemnified Parties and any third party or
otherwise arising out of or as a result of this Agreement, the other Transaction
Documents, the ownership or maintenance, either directly or indirectly, by the
Administrative Agent, the CP Conduit Purchasers or any Committed Purchaser of
the Transferred Interest or any of the other transactions contemplated hereby or
thereby, excluding, however, (i) Indemnified Amounts to the extent relating to
or resulting from (x) gross negligence or willful misconduct on the part of an
Indemnified Party or (y) recourse (except as otherwise specifically provided in
this Agreement) for uncollectible Receivables or (ii) all taxes (other than
Indemnified Taxes). Without limiting the generality of the foregoing, the
Transferor shall indemnify each Indemnified Party for Indemnified Amounts
(without duplication of amounts for which any Indemnified Party is effectively
held harmless under any other provision hereof) relating to or resulting from:

                  (a) any representation or warranty made in writing by the
Transferor, the Collection Agent or the Sellers or any Responsible Officer of
the Transferor, the Collection Agent or the Sellers under or in connection with
this Agreement, any of the other Transaction Documents, any Deposit Report, any
Settlement Statement or any other information or report delivered by any of them
pursuant hereto or thereto, which shall have been false or incorrect in any
material respect when made or deemed made;

                  (b) the failure by the Transferor, the Collection Agent or the
Sellers to comply with any applicable law, rule or regulation with respect to
any Receivable or the related Contract, or the nonconformity of any Receivable
or the related Contract with any such applicable law, rule or regulation;

                  (c) the failure to either (x) vest and maintain vested in the
Administrative Agent, for the benefit of the CP Conduit Purchasers and the
Committed Purchasers, an undivided first priority, perfected percentage
ownership interest, to the extent of the Transferred Interest, in the
Receivables and Related Security, Collections and Proceeds with respect thereto,
free and clear of any Adverse Claim (other than Permitted Encumbrances) or (y)
to create or maintain a valid and perfected first priority security interest in
favor of the Administrative Agent, for the benefit of the CP Conduit Purchasers
and the Committed Purchasers, in the Transferor's interest in the Receivables
and Related Security, Collections and Proceeds with respect thereto, free and
clear of any Adverse Claim (other than Permitted Encumbrances);

                  (d) the failure to file, or any delay in filing, financing
statements, continuation statements, or other similar instruments or documents
under the Relevant UCC or other applicable laws with respect to any of the
Receivables or Related Security, Collections and Proceeds with respect thereto;

                  (e) any dispute, claim, offset or defense (other than
discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable (including, without limitation, a defense based on such Receivable or
the related Contract not being legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other claim
resulting from the sale of merchandise or services related to such Receivable or
the furnishing or failure to furnish such



                                       15
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

merchandise or services (if such collection activities were performed by the
Transferor or any of its Affiliates acting as the Collection Agent);

                  (f) any products liability claim or personal injury or
property damage suit or other similar or related claim or action of whatever
sort arising out of or in connection with merchandise or services which are the
subject of any Receivable;

                  (g) the transfer of an ownership interest in any Receivable
other than an Eligible Receivable;

                  (h) the failure by any of the Transferor, the Collection Agent
or the Sellers to comply with any term, provision or covenant contained in this
Agreement or any of the other Transaction Documents to which it is a party or to
perform any duty or obligation in accordance with the provisions hereof or
thereof or to perform any of its duties or obligations under the Contracts;

                  (i) the Percentage Factor exceeding the Maximum Percentage
Factor at any time on or prior to the Termination Date;

                  (j) the failure of the Sellers to pay when due any taxes,
including without limitation, sales, excise or personal property taxes payable
in connection with any of the Receivables with respect to which an Indemnified
Party may be held liable as a transferee of such Receivables;

                  (k) any repayment by any Indemnified Party of any amount
previously distributed in reduction of Net Investment which such Indemnified
Party believes in good faith is required to be made;

                  (l) the commingling by the Transferor, the Sellers or the
Collection Agent of Collections of Receivables at any time with other funds;

                  (m) any investigation, litigation or proceeding related to
this Agreement, any of the other Transaction Documents, the use of proceeds of
Transfers by the Transferor or the Sellers, the ownership of Transferred
Interests, or any Receivable, Related Security or Contract;

                  (n) the failure of any Lockbox Bank to remit any amounts held
in the Lockbox Accounts pursuant to the instructions of the Collection Agent,
the Transferor, the Sellers or the Administrative Agent (to the extent such
Person is entitled to give such instructions in accordance with the terms hereof
and of any applicable Lockbox Agreement) whether by reason of the exercise of
set-off rights or otherwise;

                  (o) any inability to obtain any judgment in or utilize the
court or other adjudication system of, any state in which an Obligor may be
located as a result of the failure of the Transferor or the Sellers to qualify
to do business or file any notice of business activity report or any similar
report;

                  (p) any failure of the Transferor to give reasonably
equivalent value to the Sellers in consideration of the purchase by the
Transferor from the Sellers of any Receivable, or any attempt by any Person to
void, rescind or set aside any such transfer under statutory provisions or
common law or equitable action, including, without limitation, any provision of
the Bankruptcy Code; or

                  (q) any action taken by the Transferor, the Sellers or the
Collection Agent in the enforcement or collection of any Receivable;

provided, however, that the Transferor shall not be liable for Indemnified
Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or
willful misconduct of any Collection Agent in the




                                       16
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

enforcement or collection of any Receivable if such Collection Agent is not C&A
or an Affiliate of C&A; provided, further, that if any CP Conduit Purchaser
enters into agreements for the purchase of interests in receivables from one or
more Other Transferors, such CP Conduit Purchaser shall equitably allocate such
Indemnified Amounts to the Transferor and each Other Transferor; and provided,
further, that if such Indemnified Amounts are attributable solely to the
Transferor, the Transferor shall be solely liable for such Indemnified Amounts,
and if such Indemnified Amounts are attributable solely to Other Transferors,
such Other Transferors shall be solely liable for such Indemnified Amounts.

                  SECTION 2.21. Indemnity for Reserves and Expenses.

                  (a) If after the date hereof, the adoption of any Law or bank
regulation or regulatory guideline or any amendment or change in the
interpretation of any existing or future Law or bank regulation or regulatory
guideline by any Official Body charged with the administration, interpretation
or application thereof, or the compliance with any directive of any Official
Body (in the case of any bank regulation or regulatory guideline, whether or not
having the force of Law), other than Laws, interpretations, guidelines or
directives relating to taxes:

                  (i) shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System) against assets of, deposits with or for the account of,
         or credit extended by, any Indemnified Party or shall impose on any
         Indemnified Party or on the United States market for certificates of
         deposit or the London interbank market any other condition affecting
         this Agreement, the other Transaction Documents, the ownership,
         maintenance or financing of the Transferred Interest, the Receivables
         or payments of amounts due hereunder or its obligation to advance funds
         hereunder or under the other Transaction Documents; or

                  (ii) imposes upon any Indemnified Party any other expense
         (including, without limitation, reasonable attorneys' fees and
         expenses, and expenses of litigation or preparation therefor in
         contesting any of the foregoing) with respect to this Agreement, the
         other Transaction Documents, the ownership, maintenance or financing of
         the Transferred Interest, the Receivables or payments of amounts due
         hereunder or its obligation to advance funds hereunder or otherwise in
         respect of this Agreement, the other Transaction Documents, the
         ownership, maintenance or financing of the Transferred Interests or the
         Receivables;

and the result of any of the foregoing is to increase the cost to such
Indemnified Party with respect to this Agreement, the other Transaction
Documents, the ownership, maintenance or financing of the Transferred Interest,
the Receivables, the obligations hereunder, the funding of any Purchases
hereunder or under the other Transaction Documents, by an amount reasonably
deemed by such Indemnified Party to be material, then, within ten (10) Business
Days after demand by such Indemnified Party through the Administrative Agent,
the Transferor shall pay to the Administrative Agent, for the benefit of such
Indemnified Party, such additional amount or amounts (other than with respect to
taxes) as will compensate such Indemnified Party for such increased cost or
reduction; provided that no such amount shall be payable with respect to any
period commencing more than two hundred seventy (270) days prior to the date the
Administrative Agent first notifies the Transferor of its intention to demand
compensation therefor under this Section 2.21; provided further that if such
change in Law, rule or regulation giving rise to such increased costs or
reductions is retroactive, then such 270-day period shall be extended to include
the period of retroactive effect thereof. In making demand hereunder, the
applicable Indemnified Party shall submit to the Transferor a certificate as to
such increased costs incurred which shall provide in reasonable detail the basis
for such claim.



                                       17
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  (b) If any Indemnified Party shall have determined that after
the date hereof, the adoption of any applicable Law or bank regulation or
regulatory guideline regarding capital adequacy, or any change therein, or any
change in the interpretation thereof by any Official Body, or any directive
regarding capital adequacy (in the case of any bank regulatory guideline,
whether or not having the force of law) of any such Official Body, has or would
have the effect of reducing the rate of return on capital of such Indemnified
Party (or its parent) as a consequence of such Indemnified Party's obligations
hereunder or with respect hereto to a level below that which such Indemnified
Party (or its parent) could have achieved but for such adoption, change, request
or directive (taking into consideration its policies with respect to capital
adequacy) by an amount reasonably deemed by such Indemnified Party to be
material, then from time to time, within ten (10) Business Days after demand by
such Indemnified Party through the Administrative Agent, the Transferor shall
pay to the Administrative Agent, for the benefit of such Indemnified Party, such
additional amount or amounts (other than with respect to taxes) as will
compensate such Indemnified Party (or its parent) for such reduction; provided
that no such amount shall be payable with respect to any period commencing more
than two hundred seventy (270) days prior to the date the Administrative Agent
first notifies the Transferor of its intention to demand compensation therefor
under this Section 2.21(b); provided further that if such change in Law, rule or
regulation giving rise to such increased costs or reductions is retroactive,
then such 270-day period shall be extended to include the period of retroactive
effect thereof. In making demand hereunder, the applicable Indemnified Party
shall submit to the Transferor a certificate as to such increased costs incurred
which shall provide in reasonable detail the basis for such claim.

                  (c) Anything in this Section 2.21 to the contrary
notwithstanding, if any CP Conduit Purchaser enters into agreements for the
acquisition of interests in receivables from one or more Other Transferors, such
CP Conduit Purchaser shall equitably allocate the liability for any amounts
under this Section 2.21 ("Section 2.21 Costs") to the Transferor and each Other
Transferor; provided, however, that if such Section 2.21 Costs are attributable
to the Transferor and not attributable to any Other Transferor, the Transferor
shall be solely liable for such Section 2.21 Costs or if such Section 2.21 Costs
are attributable to Other Transferors and not attributable to the Transferor,
such Other Transferors shall be solely liable for such Section 2.21 Costs.

                  SECTION 2.22. Indemnity for Taxes.

                  (a) All payments made by the Transferor or the Collection
Agent to the Administrative Agent for the benefit of the CP Conduit Purchasers
and the Committed Purchasers under this Agreement and any other Transaction
Document shall be made free and clear of, and without deduction or withholding
for or on account of any Indemnified Taxes. If any such Indemnified Taxes are
required to be withheld from any amounts payable to the Administrative Agent or
any other Indemnified Party hereunder, (i) the amounts so payable to the
Administrative Agent or such other Indemnified Party shall be increased to the
extent necessary to yield to the Administrative Agent or such other Indemnified
Party (after payment of all Indemnified Taxes) all amounts payable hereunder at
the rates or in the amounts specified in this Agreement and the other
Transaction Documents and (ii) the Transferor or the Collection Agent, as the
case may be, shall make such deductions or withholdings and shall pay the amount
so deducted or withheld to the applicable Official Body in accordance with the
applicable law. The Transferor shall indemnify the Administrative Agent or any
other Indemnified Party for the full amount of any Indemnified Taxes paid by the
Administrative Agent or such other Indemnified Party within ten (10) Business
Days after the date of written demand therefor by the Administrative Agent or
such other Indemnified Party if the Administrative Agent or such other
Indemnified Party, as the case may be, has delivered to the Transferor a
certificate signed by an officer of the Administrative Agent or such other
Indemnified Party, as the case may be, setting forth in reasonable detail the
amount so paid and the computations made to determine such amount. Such
certificate shall be conclusive absent manifest error.




                                       18
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  (b) Each Indemnified Party that is not a United States person
(within the meaning of Section 7701(a)(30) of the Code) (a "United States
Person") shall:

                  (i) at the time such Indemnified Party becomes a party to this
         Agreement or the Transaction Documents, deliver to the Transferor and
         the Administrative Agent (A) two duly completed copies of IRS Form
         W-8ECI, or successor applicable form, as the case may be, and (B) an
         IRS Form W-8BEN, or successor applicable form, as the case may be;

                  (ii) deliver to the Transferor and the Administrative Agent
         two (2) further copies of any such form or certification on or before
         the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Transferor or
         the Administrative Agent; and

                  (iii) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Transferor or the Administrative Agent;

unless, in the case of (ii) and (iii) above, any change in treaty, law
regulation, governmental rule, guideline order, or official application or
official interpretation thereof has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Indemnified Party from duly completing and
delivering any such form with respect to it, and such Indemnified Party so
advises the Transferor and the Administrative Agent. Each Person that is a
Purchaser or Participant hereunder, or which otherwise becomes a party to this
Agreement and the other Transaction Documents as a Committed Purchaser, shall,
prior to the effectiveness of such assignment, participation or addition, as
applicable, be required to provide all of the forms and statements required
pursuant to this Section 2.22.

                  SECTION 2.23. Other Costs, Expenses and Related Matters.

                  (a) The Transferor agrees, upon receipt of a written invoice,
to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit
Purchasers, the Committed Purchasers and each Funding Agent harmless against
liability for the payment of, all reasonable out-of-pocket expenses (including,
without limitation, reasonable attorneys', accountants' and other third parties'
fees and expenses, any filing fees and expenses incurred by officers or
employees of the Administrative Agent, the CP Conduit Purchasers, the Committed
Purchasers and/or the Funding Agents) or intangible, documentary or recording
taxes incurred by or on behalf of the Administrative Agent, the CP Conduit
Purchasers, the Committed Purchasers and the Funding Agents (i) in connection
with the negotiation, execution, delivery and preparation of this Agreement, the
other Transaction Documents and any documents or instruments delivered pursuant
hereto and thereto and the transactions contemplated hereby or thereby
(including, without limitation, the perfection or protection of the Transferred
Interest) and (ii) (A) relating to any amendments, waivers or consents under
this Agreement, any Asset Purchase Agreement and the other Transaction
Documents, (B) arising in connection with the Administrative Agent's, the CP
Conduit Purchasers', the Committed Purchasers' or the Funding Agents'
enforcement or preservation of rights (including, without limitation, the
perfection and protection of the Transferred Interest under this Agreement), or
(C) arising in connection with any audit, dispute, disagreement, litigation or
preparation for litigation involving this Agreement or any of the other
Transaction Documents (all of such amounts, collectively, "Transaction Costs").
All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a)
shall be payable in accordance with Section 2.05 and 2.06.

                  (b) The Transferor shall pay the Administrative Agent, for the
account of the CP Conduit Purchasers and the Committed Purchasers, as
applicable, on demand any Early Collection Fee due on account of the reduction
of a Tranche on any day prior to the last day of its Tranche Period.



                                       19
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  (c) The Administrative Agent will within forty-five (45) days
after receipt of notice of any event occurring after the date hereof which will
entitle an Indemnified Party to compensation pursuant to this Article II, notify
the Transferor (with a copy to C&A) in writing of such event. Any notice by the
Administrative Agent claiming compensation under this Article II and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error, provided that such claim is made in
good faith and on a reasonable basis. In determining such amount, the
Administrative Agent or any applicable Indemnified Party may use any reasonable
averaging and attributing methods.

                  (d) If the Transferor is required to pay any additional amount
to any Committed Purchaser pursuant to Sections 2.21 or 2.22, then such
Committed Purchaser shall use reasonable efforts (which shall not require such
Committed Purchaser to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden reasonably
deemed by it to be significant) (A) to file any certificate or document
reasonably requested in writing by the Transferor or (B) to assign its rights
and delegate and transfer its obligations hereunder to another of its offices,
branches or affiliates, if such filing or assignment would reduce amounts
payable pursuant to Sections 2.21 or 2.22, as the case may be, in the future.

                  SECTION 2.24. Funding Agents.

                  (a) The Funding Agent with respect to each CP Conduit
Purchaser and Committed Purchaser is hereby authorized to record on each
Business Day the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser and the aggregate amount of Discount and Fees accruing with respect
thereto on such Business Day and the Committed Purchaser Funded Amount with
respect to such Committed Purchaser and the amount of Discount and Fees accruing
with respect thereto on such Business Day. Any such recordations by a Funding
Agent, absent manifest error, shall constitute prima facie evidence of the
accuracy of the information so recorded. The Funding Agents will report the
aggregate amounts due to the CP Conduit Purchasers and the Committed Purchasers
for the prior calendar month to the Transferor, the Collection Agent and the
Administrative Agent not later than two (2) Business Days prior to the related
Settlement Date. Furthermore, the Funding Agent with respect to each CP Conduit
Purchaser and Committed Purchaser will maintain records sufficient to identify
the percentage interest of such CP Conduit Purchaser and such Committed
Purchaser in the Receivables and any amounts owing thereunder.

                  (b) Upon receipt of funds from the Administrative Agent on
each Settlement Date pursuant to Sections 2.05 and 2.06, each Funding Agent
shall pay such funds to the related CP Conduit Purchaser and/or the related
Committed Purchaser owed such funds in accordance with the recordations
maintained by it in accordance with Section 2.24(a). If a Funding Agent shall
have paid to any CP Conduit Purchaser or Committed Purchaser any funds that (i)
must be returned for any reason (including bankruptcy) or (ii) exceed that which
such CP Conduit Purchaser or Committed Purchaser was entitled to receive, such
amount shall be promptly repaid to such Funding Agent by such CP Conduit
Purchaser or Committed Purchaser.

                  SECTION 2.25. Use of Historical Data. Where necessary to
calculate any ratios or other amounts under this Agreement with reference to
periods prior to the Original Closing Date, historical data shall be used.

                  SECTION 2.26. Expiration or Extension of Commitments.

                  (a) The Transferor may request the extension of any Committed
Purchaser's Commitment Expiry Date for an additional three hundred sixty four
(364) days from time to time by



                                       20
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

providing the Administrative Agent with a written request for such extension no
fewer than sixty (60) days prior to such Committed Purchaser's Commitment Expiry
Date then in effect. Each CP Conduit Purchaser, each related Funding Agent and
each related Committed Purchaser shall provide written notice to the
Administrative Agent on or prior to the thirtieth (30th) day (the "Consent
Date") before the Committed Purchaser's Commitment Expiry Date then in effect of
its desire to extend (any such Committed Purchaser an "Extending Committed
Purchaser") or not to so extend (any such Committed Purchaser a "Non-Extending
Committed Purchaser") such date.

                  (b) If Committed Purchasers holding less than 100% of the
Aggregate Commitment consent to such extension, then the Transferor may elect by
written notice to the Administrative Agent and Committed Purchasers to either:

                  (i) continue the receivables financing facility for such
         additional period with an Aggregate Commitment equal to the then
         effective Aggregate Commitment less the Commitment of the Non-Extending
         Committed Purchaser(s); or

                  (ii) require any such Non-Extending Committed Purchaser(s) and
         the related CP Conduit Purchaser(s) to execute a Transfer Supplement in
         accordance with Section 10.06 hereof with respect to all of such
         Non-Extending Committed Purchaser(s)' Commitment and their other
         interest, rights and obligations under this Agreement to a Purchaser
         who consents thereto and shall assume such obligations upon its consent
         to assume such obligations; provided that (x) no such assignment shall
         conflict with any law, (y) such assignment shall be at the Transferor's
         cost and expense, and (z) the purchase price to be paid to such
         Non-Extending Committed Purchaser shall be an amount equal to the Net
         Investment and accrued and unpaid Discount and Fees attributable to
         such Non-Extending Committed Purchaser and/or CP Conduit Purchaser. The
         Administrative Agent shall provide a written list of the Extending
         Committed Purchasers and Non-Extending Committed Purchasers to the
         Transferor and Committed Purchasers promptly (but in no event more than
         three (3) Business Days) following the Consent Date. Notwithstanding
         anything in this Agreement to the contrary, such a transfer of a
         Non-Extending Committed Purchaser's interest and the related CP Conduit
         Purchaser's interest pursuant to a Transfer Supplement shall be subject
         to the consent of the Administrative Agent.

                  SECTION 2.27. Exchange of Canadian Dollars into United States
Dollars.

                  All amounts transferred from the Canada/Canadian Dollar
Collection Account to the U.S. Dollar Collection Account shall be exchanged by
the Collection Agent or the Administrative Agent into United States dollars, and
if by the Administrative Agent, then only at the written direction of the
Collection Agent. Subject to the penultimate paragraph in this Section 2.27, the
Collection Agent shall solicit offer quotations from at least two Authorized
Foreign Exchange Dealers for effecting such exchange and shall compare such
offer quotations to the Required Currency Hedge and select the execution which
will require the least amount of Canadian Dollars to purchase one (1) U.S.
Dollar. The Collection Agent shall then direct the Administrative Agent in
writing to effect such exchange with the Authorized Foreign Exchange Dealer or
the Eligible Counterparty as soon thereafter as is reasonably practicable.

                  The Collection Agent shall notify the Administrative Agent in
writing of the name and payment instructions of the Authorized Foreign Exchange
Dealer or Eligible Counterparty, and shall direct the Administrative Agent in
writing to execute the trade. The Administrative Agent shall withdraw the
portion of the Canadian Dollars from the Canada/Canadian Dollar Collection
Account required to be paid pursuant to such agreement or agreements and make
the payments described in the payment instructions provided pursuant to the
preceding sentence, all in accordance with the written instructions of the
Collection Agent.




                                       21
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  The Collection Agent shall maintain written records of any
quotations received in response to any solicitations made pursuant to this
Section 2.27 and shall make the same available to the Administrative Agent
promptly upon request.

                  If, as a result of changes in customary market practice in, or
other changes relating to, the currency exchange markets in Canada, the
Collection Agent is unable to comply with the terms hereof in respect of the
purchase of United States dollars with Canadian Dollars, then the parties hereto
will use all reasonable efforts to agree on the terms of an amendment hereto and
to amend the terms hereof in order to permit such compliance with the terms
hereof or to reflect such customary market practice.

                  The foregoing shall be the exclusive method by which amounts
may be transferred by the Administrative Agent from the Canada/Canadian Dollar
Collection Account to the U. S. Dollar Collection Account; provided, however, as
an alternate transfer method, the Collection Agent may transfer the required
amount of United States dollars, calculated in accordance with the Canadian
Exchange Percentage, to the U.S. Dollar Collection Account and upon completion
of such transfer, the Administrative Agent shall distribute from the
Canada/Canadian Dollar Collection Account the corresponding amount of Canadian
Dollars to or upon the order of the Collection Agent; and provided further that
the amount of United States dollars transferred is not less than the amount of
United States dollars that would have been transferred using the Valuation
Price.

                  The Administrative Agent shall in no event whatsoever be
responsible for any loss or damages arising out of or with respect to any
currency exchange pursuant to this Section 2.27 except to the extent provided in
Article VIII.

                  SECTION 2.28. Receivables Situated in the Province of Quebec.

                  With respect to the Canadian Dollar Receivables, in order to
facilitate the registration in the Register of Personal and Movable Real Rights
(Quebec) of the transfer and assignment of the undivided percentage ownership
interests in the Canadian Dollar Receivables and Related Security, Collections
and Proceeds contemplated by this Agreement, the Transferor hereby sells,
assigns, transfers and conveys to the Administrative Agent on behalf of the CP
Conduit Purchasers and the Committed Purchasers, an undivided percentage
ownership interest in the Canadian Dollar Receivables and related Security,
Collections and Proceeds situated in the Province of Quebec; title to any
Transferred Interest shall pass to the Administrative Agent on behalf of the CP
Conduit Purchasers and the Committed Purchasers upon each relevant transfer and
each relevant recomputation of the Transferred Interest, as contemplated in this
Agreement.

                  SECTION 2.29. Confirmation of Prior Incremental Transfers. The
parties hereto hereby confirm all prior Incremental Transfers or purported
Transfers of Receivables under the Original Agreement prior to the Restatement
Date.

                                  ARTICLE III

                         Representations and Warranties

                  SECTION 3.01. Representations and Warranties of the
Transferor. The Transferor hereby represents and warrants to the Administrative
Agent, the Funding Agents, the CP Conduit Purchasers and the Committed
Purchasers that:

                  (a) Corporate Existence and Power. The Transferor is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate power





                                       22
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


and all material governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
now conducted. The Transferor is duly qualified (or has duly applied for such
qualification) to do business in, and is in good standing in, every other
jurisdiction in which the nature of its business requires it to be so qualified,
except where the failure to be so qualified or in good standing would not have a
Material Adverse Effect.

                  (b) Corporate and Governmental Authorization; Contravention.
The execution, delivery and performance by the Transferor of this Agreement and
the other Transaction Documents to which the Transferor is a party are within
the Transferor's corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
Official Body or official thereof (other than as has been taken or filed), and
do not contravene any provision of applicable law, rule or regulation or of the
Articles of Incorporation or Bylaws of the Transferor or constitute a default
under any agreement or any judgment, injunction, order, writ, decree or other
instrument binding upon the Transferor or result in the creation or imposition
of any Adverse Claim on the assets of the Transferor (except as contemplated by
Section 2.09 hereof).

                  (c) Binding Effect. Each of this Agreement and the other
Transaction Documents to which the Transferor is a party constitutes, and the
Transfer Certificate, upon payment of the Transfer Price set forth therein, will
constitute the legal, valid and binding obligation of the Transferor,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting the rights of creditors generally and general
equitable principles (whether considered in a proceeding at law or in equity).

                  (d) Perfection. Immediately preceding each Transfer hereunder,
the Transferor shall be the owner of all of the Receivables, free and clear of
all Adverse Claims(other than Permitted Encumbrances). On or prior to each
Transfer and each recomputation of the Transferred Interest, all financing
statements and other documents required to be recorded or filed in order to
perfect and protect the Transferred Interest against all creditors of, and
purchasers from, the Transferor and the Sellers will have been duly filed in
each filing office necessary for such purpose, and all filing fees and taxes, if
any, payable in connection with such filings shall have been paid in full.

                  (e) Accuracy of Information. All information heretofore
furnished by or on behalf of the Transferor or the Collection Agent on its
behalf (including, without limitation, the Deposit Reports, the Settlement
Statements, any other reports delivered pursuant to the terms of this Agreement
and the Transferor's financial statements) to any CP Conduit Purchaser, any
Committed Purchaser, any Funding Agent or the Administrative Agent for purposes
of, or in connection with, this Agreement and the other Transaction Documents
are, and all such information hereafter furnished by or on behalf of the
Transferor to any CP Conduit Purchaser, any Committed Purchaser, any Funding
Agent or the Administrative Agent will be, true and accurate in every material
respect, on the date such information is stated or certified.

                  (f) Tax Status. The Transferor has filed all material tax
returns (Federal, state and local) required to be filed and has paid or made
adequate provision for the payment of all material taxes, assessments and other
governmental charges other than taxes or filings contested in good faith or
taxes which are not yet due and payable, and for which adequate reserves have
been established in accordance with GAAP consistently applied.

                  (g) Actions, Suits. There are no actions, suits or proceedings
pending or, to the knowledge of the Transferor threatened, against or affecting
the Transferor or its properties, in or before any court, arbitrator or other
Official Body, which could reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect on the performance by the Transferor
of its obligations under the Agreement or the validity and enforceability of
this Agreement, the Receivables, the Contracts or any other Transaction
Document.


                                       23

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  (h) Use of Proceeds. No proceeds of any Transfer will be used
by the Transferor to acquire any security in any transaction which violates
Regulation T, U or X of the Federal Reserve Board.

                  (i) Jurisdiction of Formation; Place of Business. The
Transferor is a Delaware corporation and is located for purposes of the UCC in
the State of Delaware. The principal place of business and chief executive
office of the Transferor are located at the address of the Transferor indicated
in Section 10.03 hereof and always have been located in Clark County, Nevada,
and the offices where the Transferor keeps all its Records, are located at the
address(es) described on Exhibit G or such other locations notified to the
Administrative Agent in accordance with Section 2.09 hereof in jurisdictions
where all action required by Section 2.09 hereof has been taken and completed.

                  (j) Good Title. Upon each Transfer and each recomputation of
the Transferred Interest, the Administrative Agent, on behalf of the CP Conduit
Purchasers and the Committed Purchasers, shall acquire (A) a valid and perfected
first priority undivided percentage ownership interest to the extent of the
Transferred Interest or (B) a first priority perfected security interest in each
Receivable that exists on the date of such Transfer and recomputation and in the
Related Security, Collections and Proceeds with respect thereto, in either case
free and clear of any Adverse Claim (other than Permitted Encumbrances).

                  (k) Trade Names, etc. As of the date hereof: (i) the
Transferor's chief executive office is located at the address for notices set
forth in Section 10.03 hereof, (ii) the Transferor has no subsidiaries or
divisions, and the Transferor has operated under its own name within the last
five (5) years, (iii) within the last five (5) years, the Transferor has not
changed its name, merged with or into or consolidated with any other corporation
or been the subject of any proceeding under Title 11, United States Code
(Bankruptcy), and (iv) the exact legal name of the Transferor is Carcorp, Inc.

                  (l) Nature of Receivables. Each Receivable (x) represented by
the Transferor or the Collection Agent to be an Eligible Receivable (including
in any Settlement Statement or other report delivered pursuant to Section 2.12
hereof) or (y) included in the calculation of the Net Receivables Balance in
fact satisfies at such time the definition of "Eligible Receivable."

                  (m) Coverage Requirement. The Percentage Factor does not
exceed the Maximum Percentage Factor.

                  (n) Credit and Collection Policy. Since January 1, 2001, there
have been no material changes in the Credit and Collection Policy, other than as
permitted hereunder. Since such date, no material adverse change has occurred in
the overall rate of collection of the Receivables.

                  (o) Collections and Servicing. Since September 30, 2001, there
has been no material adverse change in the ability of the Collection Agent, the
Sellers, the Transferor or any Subsidiary or Affiliate of any of the foregoing
to service and collect the Receivables.

                  (p) No Termination Event. No event has occurred and is
continuing and no condition exists which constitutes a Termination Event or a
Potential Termination Event.

                  (q) Not an Investment Company. The Transferor is not, and is
not controlled by, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or is exempt from all provisions of such Act.

                  (r) ERISA. (i) Each of the Transferor and its ERISA Affiliates
is in compliance in all material respects with ERISA and (ii) no lien exists in
favor of the Pension Benefit Guaranty Corporation on any of the Receivables. No
ERISA Event has occurred with respect to Title IV Plans of the Transferor


                                       24

<PAGE>


                         RECEIVABLES TRANSFER AGREEMENT


or its ERISA Affiliates that have an aggregate Unfunded Pension Liability equal
to or greater than $10,000,000.

                  (s) Lockbox Accounts. The names and addresses of all the
Lockbox Banks, together with the account numbers of the Lockbox Accounts at such
Lockbox Banks, are specified in Exhibit B hereto (or at such other Lockbox Banks
and/or with such other Lockbox Accounts as have been notified to the
Administrative Agent and the Funding Agents for the CP Conduit Purchasers and
the Committed Purchasers and for which Lockbox Agreements have been executed in
accordance with Section 2.09(b) hereof and delivered to the Collection Agent).
All Obligors have been instructed to make payment to a Lockbox Account, and
except to the limited extent otherwise provided in Section 6.05(g) of this
Agreement, only Collections are deposited into a Lockbox Account.

                  (t) Bulk Sales. No transaction contemplated hereby or by the
Receivables Purchase Agreement requires compliance with any "bulk sales" act or
similar law.

                  (u) Transfers Under Receivables Purchase Agreement. Each
Receivable which has been transferred to the Transferor by any Seller on or
after the Original Closing Date has been purchased by the Transferor from such
Seller pursuant to, and in accordance with, the terms of the Receivables
Purchase Agreement.

                  (v) Preference; Voidability. The Transferor shall have given
reasonably equivalent value to each Seller in consideration for the transfer to
the Transferor of the Receivables and Related Security, Collections and Proceeds
with respect thereto from such Seller, and each such transfer shall not have
been made for or on account of an antecedent debt owed by the Seller to the
Transferor, and no such transfer is or may be voidable under any Section of the
Bankruptcy Reform Act of 1978 (11 U.S.C.ss.ss.101 et seq.), as amended (the
"Bankruptcy Code").

                  (w) Material Adverse Effect. Between the date of its formation
and the Restatement Date, (i) the Transferor has not incurred any obligations,
contingent or non-contingent liabilities, liabilities for charges, long-term
leases or unusual forward or long-term commitments except with respect to
receivables financing and that, alone or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (ii) no contract, lease or other
agreement or instrument has been entered into by the Transferor or has become
binding upon the Transferor's assets except with respect to receivables
financing and no law or regulation applicable to the Transferor has been
adopted, in each case that has had or could reasonably be expected to have a
Material Adverse Effect, and (iii) the Transferor has not, except with respect
to receivables financing, entered into, and is not in default, and no third
party is in default under any material contract, lease or other agreement or
instrument to which the Transferor is a party that alone or in the aggregate
could reasonably be expected to have a Material Adverse Effect. Between the date
of the formation of the Transferor and the Restatement Date, no event has
occurred that alone or together with other events could reasonably be expected
to have a Material Adverse Effect.

                  (x) Solvency. Both before and after giving effect to (i) the
transactions contemplated by this Agreement and the other Transaction Documents
and (ii) the payment and accrual of all Transaction Costs in connection with the
foregoing, the Transferor is and will be Solvent.

                  (y) Full Disclosure. No information contained in this
Agreement, any of the other Transaction Documents, the Rating Agency
Confidential Information Memorandum or any registration statement or annual,
quarterly, monthly or other regular report which the Transferor or any of its
Affiliates filed with the Securities and Exchange Commission since January 1,
2001 contains any untrue statement of a material fact (taken as a whole) nor has
the Transferor or its Affiliates failed to provide to the Administrative Agent,
the CP Conduit Purchasers, the Committed Purchasers or the Funding Agents any
material information necessary to make the information provided by the
Transferor or its Affiliates in



                                       25

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

such documents or filings (taken as a whole) not misleading in any material
respect in light of the circumstances under and for the purposes for which such
information was provided; provided, however, that this representation or
warranty shall not relate to any projections or forward looking statements in
any such documents provided by the Transferor or its Affiliates.

                  (z) Separate Corporate Existence. The Transferor has, at all
times since its formation to the date hereof, complied with the covenants set
forth in Section 5.01(n).

                  Any document, instrument, certificate or notice delivered to
the Administrative Agent or any Funding Agent by the Transferor or any agent of
the Transferor hereunder shall be deemed a representation and warranty by the
Transferor.

                  SECTION 3.02. Reaffirmation of Representations and Warranties
by the Transferor. On each day that a Transfer is made hereunder, the
Transferor, by accepting the proceeds of such Transfer, whether delivered to the
Transferor pursuant to Section 2.02(a) or Section 2.05 hereof, shall be deemed
to have certified that all representations and warranties described in Section
3.01 hereof are true and correct on and as of such day as though made on and as
of such day.

                                   ARTICLE IV

                              Conditions Precedent

                  SECTION 4.01. Conditions to the Original Closing Date. The
conditions to effectiveness of the Original Agreement were met on the Original
Closing Date, which was the date on which the Administrative Agent received the
following documents, instruments and Fees, all of which were in form and
substance acceptable to the Administrative Agent:

                  (a) A Certificate of the Secretary or Assistant Secretary of
the Transferor in substantially the form of Exhibit I hereto certifying (i) the
names and signatures of the officers and employees authorized on its behalf to
execute this Agreement and any other documents to be delivered by it hereunder
(on which Certificate the Administrative Agent, the CP Conduit Purchasers and
the Committed Purchasers may conclusively rely until such time as the
Administrative Agent shall receive from the Transferor a revised Certificate
meeting the requirements of this clause (a)(i)), (ii) a copy of the Transferor's
Articles of Incorporation, certified by the Secretary of State of the State of
Delaware, (iii) a copy of the Transferor's By-Laws, (iv) a copy of resolutions
of the Board of Directors of the Transferor approving this transaction and (v) a
certificate of the Secretary of State of the State of Delaware certifying the
Transferor's good standing under the laws of the State of Delaware.

                  (b) A Certificate of the Secretary or Assistant Secretary or
other Responsible Officer, as applicable, of each Seller in substantially the
form of Exhibit I hereto certifying (i) the names and signatures of the officers
and employees authorized on its behalf to execute the Receivables Purchase
Agreement and any other documents to be delivered by it (on which Certificate
the Administrative Agent, the CP Conduit Purchasers and the Committed Purchasers
may conclusively rely until such time as the Administrative Agent shall receive
from such Seller a revised Certificate meeting the requirements of this clause
(b)(i)), (ii) a copy of such Seller's articles or certificate of incorporation
or limited liability company certificate of formation, as applicable, certified
by the Secretary of State of the state of such Seller's formation, (iii) a copy
of such Seller's By-Laws or limited liability company agreement, as applicable,
(iv) a copy of resolutions of the Board of Directors of each corporate Seller
approving this transaction and (v) certificates of the Secretary of State of the
state of such Seller's formation, certifying such Seller's good standing under
the laws of such state.


                                       26

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (c) Acknowledgment copies evidencing the filing in the
appropriate filing offices of proper financing statements (Form UCC-1), naming
the Transferor as the debtor and the Administrative Agent as secured party, and
of such other similar instruments or documents as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable under the Relevant UCC
of all appropriate jurisdictions or any comparable law to perfect the
Administrative Agent's security interest in all Receivables, Related Security,
Collections and Proceeds with respect thereto.

                  (d) Acknowledgment copies evidencing the filing in the
appropriate filing offices of proper financing statements (Form UCC-1), naming
each Seller as debtor, the Transferor as secured party, and the Administrative
Agent, as assignee of the secured party, and of such other similar instruments
or documents as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable under the Relevant UCC of all appropriate
jurisdictions or any comparable law to perfect the Transferor's ownership or
security interest in all Receivables, Related Security, Collections and Proceeds
with respect thereto.

                  (e) Acknowledgment copies evidencing the filing in the
appropriate filing offices of proper financing statements (Form UCC-3), if any,
necessary to terminate all security interests and other rights of any person in
Receivables and Related Security previously granted by the Transferor.

                  (f) Acknowledgment copies evidencing the filing in the
appropriate filing offices of proper financing statements (Form UCC-3), if any,
necessary to terminate all security interests and other rights of any person in
Receivables and Related Security previously granted by the Sellers.

                  (g) Certified copies of request for information or copies
(Form UCC-11) (or a similar search report certified by parties acceptable to the
Administrative Agent), dated a date reasonably near the Original Closing Date,
listing all effective financing statements which name the Transferor and any
Seller (under their respective present names and any previous names) as debtor
and which are filed in jurisdictions in which the filings were made pursuant to
item (c), (d), (e) or (f) above together with copies of such financing
statements (none of which, except for those filed pursuant to item (c) or (d) or
those terminated pursuant to item (e) or (f), shall cover any Receivables,
Related Security or Contracts).

                  (h) Executed copies of the Lockbox Agreements relating to each
of the Lockbox Banks and the Lockbox Accounts.

                  (i) An opinion of Stroock & Stroock & Lavan LLP, special
counsel to the Transferor and the Sellers (excluding the Canadian Sellers),
addressed to the Administrative Agent, the CP Conduit Purchasers, the Committed
Purchasers, the Funding Agents and the Rating Agencies, regarding substantive
consolidation in the event of a bankruptcy of C&A or any Seller and true sale
between each Seller and the Transferor.

                  (j) With respect to each Seller and the Transferor, one or
more opinions of special counsel to each such Seller and to the Transferor,
addressed in each case to the Administrative Agent, the CP Conduit Purchasers,
the Committed Purchasers, the Funding Agents and the Rating Agencies, regarding
perfection and priority of the interest granted by the Seller to the Transferor
and the security interest granted by the Transferor to the Administrative Agent.

                  (k) An opinion of Canadian special counsel to each Canadian
Seller, addressed to the Administrative Agent, the CP Conduit Purchasers, the
Committed Purchasers and each Funding Agent, regarding substantive consolidation
in the event of a bankruptcy of a Canadian Seller and true sale between each
Canadian Seller and the Transferor.



                                       27
<PAGE>


                         RECEIVABLES TRANSFER AGREEMENT


                  (l) An opinion of Stroock & Stroock & Lavan LLP, special
counsel to the Transferor and the Seller, addressed to the Administrative Agent,
the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents and the
Rating Agencies, regarding the enforceability of the Transaction Documents to
which each is a party and other corporate matters.

                  (m) An opinion of Ronald T. Lindsay, General Counsel of C&A,
addressed to the Administrative Agent, the CP Conduit Purchasers, the Committed
Purchasers and the Funding Agents in form and substance satisfactory to the
Administrative Agent and its counsel.

                  (n) An executed copy of this Agreement and each other
Transaction Document to be executed by the Transferor and the Sellers.

                  (o) A Settlement Statement for November 2001 and a Weekly
Report for the week ending December 7, 2001.

                  (p) (i) audited financial statements of the Parent and its
Subsidiaries prepared in accordance with GAAP on a consolidated and
consolidating basis (consolidating statements need not be audited by such
accountants) for the twelve month period ended on December 31, 2000, (ii)
consolidated and consolidating unaudited financial statements for the Parent and
its Subsidiaries for the fiscal quarter ended September 30, 2001, and (iii) a
pro forma balance sheet of the Transferor as of September 30, 2001.

                  (q) All Fees required to be paid on or prior to the Original
Closing Date in accordance with the JPMorgan Chase Fee Letter shall have been
paid.

                  (r) The Credit Default Swaps shall be in place and the
Required Currency Hedge shall be in place for the Required Hedge Notional
Amount.

                  (s) Such other documents, instruments, certificates and
opinions as the Administrative Agent shall reasonably request.

                  SECTION 4.02. Conditions to the Restatement Date. This
Agreement shall become effective on the first day on which the Administrative
Agent shall have received the following documents, instruments, approval and
Fees, all of which shall be in a form and substance acceptable to the
Administrative Agent:

                  (a) An executed copy of this Agreement and each other
Transaction Document to be executed by the Transferor and the Sellers in
connection with and on or before the Restatement Date.

                  (b) A Settlement Statement for August 2002 and a Weekly Report
for the week ending September 13, 2002.

                  (c) All Fees required to be paid on or prior to the
Restatement Date in accordance with the Fee Letters shall have been paid.

                  (d) The Credit Default Swaps shall be in place and the
Required Currency Hedge shall be in place for the Required Hedge Notional
Amount.

                  (e) Rating Agency approval.

                  (f) Such other documents, instruments, certificates and
opinions as the Administrative Agent shall reasonably request.


                                       28
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  SECTION 4.03. Conditions to Each Transfer. The right of the
Transferor to sell Transferred Interests pursuant to Section 2.02 and the
obligation, if any, of the CP Conduit Purchasers and the Committed Purchasers to
purchase such Transferred Interests is subject to the conditions that on the
applicable Transfer Date:

                  (a) No Termination Event or Potential Termination Event shall
have occurred and then be continuing;

                  (b) The Termination Date shall not have occurred;

                  (c) The representations and warranties set forth in Section
3.01 hereof and Section 4.1 of the Receivables Purchase Agreement shall be true
and correct on and as of such date (except to the extent such representations
and warranties relate solely to an earlier date, and then as of such earlier
date);

                  (d) A Deposit Report shall have been delivered to the
Administrative Agent dated within five (5) Business Days prior to the desired
date of such Transfer;

                  (e) The Credit Default Swaps shall be in place and the
Required Currency Hedge shall be in place for the Required Hedge Notional
Amount;

                  (f) The Administrative Agent and each Funding Agent shall have
received such other approvals, opinions or documents as it may reasonably
request; and

                  (g) After giving effect to the issuance of Commercial Paper by
the CP Conduit Purchasers or the obtaining of funds by the Committed Purchasers
to fund the Transfer Price and the payment to the Transferor of the Transfer
Price, the Net Investment shall not exceed the Facility Limit.

                                    ARTICLE V

                                    Covenants

                  SECTION 5.01. Affirmative Covenants of the Transferor. At all
times from the date hereof to the later to occur of (i) the Termination Date or
(ii) the date on which the Net Investment has been reduced to zero, all accrued
Discount, Servicing Fees and all other Aggregate Unpaids shall have been paid in
full, in cash, unless the Administrative Agent shall otherwise consent in
writing:

                  (a) Financial Reporting. The Transferor and C&A will, and C&A
will cause each of C&A's Subsidiaries to, maintain, for itself and each of its
respective Subsidiaries, a system of accounting established and administered in
accordance with GAAP, and furnish to the Administrative Agent (and with respect
to clause (vi) below, each Rating Agency):

                  (i) Annual Reporting. Within ninety-five (95) days after the
         close of the Transferor's and C&A's fiscal year, (x) audited financial
         statements of the Parent, prepared in accordance with GAAP on a
         consolidated and consolidating basis (consolidating statements need not
         be audited by such accountants) for the Parent and its Subsidiaries,
         including balance sheets as of the end of such period, related
         statements of operations, shareholder's equity and cash flows,
         accompanied by an unqualified audit report certified by independent
         certified public accountants, reasonably acceptable to the
         Administrative Agent, prepared in accordance with GAAP and any
         management letter prepared by such accountants and by a certificate of
         such accountants that, in the course of the foregoing, nothing has come
         to their attention to cause such accountants to believe that any
         Termination Event or Potential Termination Event has occurred,




                                       29
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

         or if, in the opinion of such accountants, any Termination Event or
         Potential Termination Event shall exist, stating the nature and status
         thereof and (y) unaudited financial statements for the Transferor,
         including balance sheets as of the end of such period, related
         statements of income and shareholder's equity, certified by its senior
         financial officer.

                  (ii) Quarterly Reporting. Within fifty (50) days after the
         close of the first three (3) quarterly periods of each of the
         Transferor's and C&A's fiscal years, for (x) the Transferor and (y) for
         the Parent and its Subsidiaries, in each case, consolidated and
         consolidating unaudited balance sheets as at the close of each such
         period and consolidated and consolidating related statements of
         operations, shareholder's equity and cash flows for the period from the
         beginning of such fiscal year to the end of such quarter, together with
         such other financial or other information as the Administrative Agent
         or any Funding Agent may reasonably request, in each case certified by
         its respective senior financial officer.

                  (iii) Compliance Certificate. Together with the financial
         statements required hereunder, a compliance certificate signed by the
         Transferor's or C&A's, as applicable, chief financial officer stating
         that (x) the attached financial statements have been prepared in
         accordance with GAAP consistently applied and accurately reflect the
         financial condition of the Transferor or the Parent, as applicable, and
         (y) to the best of such Person's knowledge, no Termination Event or
         Potential Termination Event exists, or if any Termination Event or
         Potential Termination Event exists, stating the nature and status
         thereof.

                  (iv) Notice of Termination Events or Potential Termination
         Events. As soon as possible and in any event within one Business Day
         after the actual knowledge of a Responsible Officer of the Transferor
         of the occurrence of each Termination Event or each Potential
         Termination Event, a statement of the chief financial officer or chief
         accounting officer of the Transferor setting forth details of such
         Termination Event or Potential Termination Event and the action which
         the Transferor has taken or proposes to take with respect thereto.

                  (v) Change in Credit and Collection Policy. Within ten (10)
         Business Days after the date any material change in or amendment to the
         Credit and Collection Policy is made, a copy of the Credit and
         Collection Policy then in effect indicating such change or amendment.

                  (vi) Credit and Collection Policy. Within ninety (90) days
         after the close of each of C&A's and the Transferor's fiscal years, a
         complete copy of the Credit and Collection Policy then in effect if any
         changes were made during such preceding fiscal year.

                  (vii) ERISA. Promptly after the filing or receiving thereof,
         copies of all reports and notices with respect to any reportable event
         (as defined in Article IV of ERISA) which the Transferor, C&A, any of
         the Sellers or any ERISA Affiliate of the Transferor, C&A or any of the
         Sellers files under ERISA with the Internal Revenue Service, the
         Pension Benefit Guaranty Corporation or the U.S. Department of Labor or
         which the Transferor, C&A, any of the Sellers or any ERISA Affiliates
         of the Transferor, C&A or the Sellers receives from the Internal
         Revenue Service, the Pension Benefit Guaranty Corporation or the U.S.
         Department of Labor.

                  (viii) Shareholders Statements and Reports. Promptly upon the
         furnishing thereof to the shareholders of the Parent, copies of all
         financial statements, reports and proxy statements so furnished.

                  (ix) Other Information. Such other information (including
         non-financial information) as the Administrative Agent may from time to
         time reasonably request with respect to the Sellers, the Transferor,
         C&A or any Subsidiary of any of the foregoing; provided that after a CP
         Conduit


                                       30


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


         Purchaser's Termination Event with respect to any CP Conduit Purchaser
         such information shall also be provided to the Committed Purchaser with
         respect to such CP Conduit Purchaser.

                  (b) Conduct of Business. The Transferor will carry on and
conduct its business in substantially the same manner and in substantially the
same fields of enterprise as it is presently conducted and do all things
necessary to remain duly incorporated, validly existing and in good standing as
a domestic corporation in its jurisdiction of incorporation and maintain all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted except any jurisdictions where the failure to maintain
such authority could not reasonably be expected to have a Material Adverse
Effect.

                  (c) Compliance with Laws. The Transferor will, and will cause
each Seller and each of the Transferor's and such Seller's Affiliates to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it or its respective properties may be subject,
except to the extent that the failure to so comply with such laws, rules,
regulations, writs, judgments, injunctions, decrees or awards would not
materially adversely affect the ability of the Transferor to perform its
obligations under this Agreement.

                  (d) Furnishing of Information and Inspection of Records. The
Transferor and C&A will, and will cause each Seller to, furnish to the
Administrative Agent from time to time such information with respect to the
Receivables as the Administrative Agent may reasonably request, including,
without limitation, listings identifying the Obligor and the Outstanding Balance
for each Receivable, together with an aging of Receivables. The Transferor and
C&A will, and will cause each Seller to, at any time and from time to time
during regular business hours and upon reasonable notice and permit the
Administrative Agent (or the Committed Purchasers after a CP Conduit Purchaser's
Termination Event with respect to the CP Conduit Purchasers), or their agents or
representatives, (i) to examine and make copies of and abstracts from all
Records and (ii) to visit the offices and properties of the Transferor, C&A and
the Sellers for the purpose of examining such Records, and to discuss matters
relating to Receivables or the Transferor's, C&A's and the Sellers' performance
hereunder and under the other Transaction Documents to which such Person is a
party with any of the officers or employees of the Transferor, C&A and the
Sellers having knowledge of such matters.

                  (e) Keeping of Records and Books of Account. The Transferor
and C&A will, and will cause each Seller to, maintain and implement
administrative and operating procedures (including, without limitation, an
ability to recreate records evidencing Receivables in the event of the
destruction of the originals thereof), and keep and maintain, all documents,
books, records and other information reasonably necessary or advisable for the
collection of all Receivables (including, without limitation, records adequate
to permit the daily identification of each new Receivable and all Collections of
and adjustments to each existing Receivable). The Transferor and C&A will, and
will cause each Seller to, give the Administrative Agent, each of the Funding
Agents and each of the Committed Purchasers, prompt notice of any change in the
administrative and operating procedures of the Transferor, C&A or such Seller,
as applicable, referred to in the previous sentence to the extent such change
may have a Material Adverse Effect.

                  (f) Performance and Compliance with Contracts. The Transferor,
at its expense, will cause each Seller to timely and fully perform and comply
with all material provisions, covenants and other promises required to be
observed by the Transferor or such Seller under the Contracts related to the
Receivables.

                  (g) Credit and Collection Policies. The Transferor will, and
will cause each Seller to, comply in all material respects with the Credit and
Collection Policy in regard to each Receivable and the related Contract.

                                       31


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (h) Collections. The Transferor shall, and shall cause each
Seller to, instruct all Obligors to cause all Collections to be deposited
directly to a Lockbox Account.

                  (i) Collections Received. The Transferor shall, and shall
cause each Seller to, hold in trust, and deposit immediately (but in any event
no later than one (1) Business Day following receipt thereof) to a Lockbox
Account all Collections received from time to time by the Transferor or any
Sellers, as the case may be.

                  (j) Sale Treatment. The Transferor (i) will not, and will not
permit any Seller to, account for (including for accounting purposes), or
otherwise treat, the transactions contemplated by the Receivables Purchase
Agreement in any manner other than as a sale of Receivables by the Sellers to
the Transferor, or (ii) will not account for (other than for tax purposes) or
otherwise treat the transactions contemplated hereby in any manner other than as
a sale of Receivables by the Transferor to the CP Conduit Purchasers or the
Committed Purchasers, as applicable. In addition, the Transferor shall, and
shall cause each Seller to, disclose (in a footnote or otherwise) in all of its
financial statements (including any such financial statements consolidated with
any other Persons' financial statements) the existence and nature of the
transaction contemplated hereby and by the Receivables Purchase Agreement, as
applicable, and the interest of the Transferor (in the case of each Seller's
financial statements), the CP Conduit Purchasers and the Committed Purchasers
(in the case of the Transferor's financial statements) in the Receivables and
Related Security (other than the Required Currency Hedge in the case of the
Sellers' financial statements), the Required Currency Hedge (in the case of the
Transferor's financial statements), Collections and Proceeds with respect
thereto.

                  (k) Separate Business. The Transferor shall not engage in any
business not permitted by its Articles of Incorporation as in effect on the
Original Closing Date.

                  (l) Corporate Documents. The Transferor shall only amend,
alter, change or repeal its Articles of Incorporation or the By-laws with the
prior written consent of the Administrative Agent which shall not be
unreasonably withheld.

                  (m) Net Worth. The Transferor on the Original Closing Date
shall have a net worth, and shall thereafter maintain at all times a net worth
(as defined in accordance with GAAP), of at least $60,000,000.

                  (n) Separate Corporate Existence. The Transferor shall:

                  (i) Maintain its own deposit account or accounts, separate
         from those of any Affiliate, with commercial banking institutions and
         use its commercially reasonable efforts to ensure that the funds of the
         Transferor will not be diverted to any other Person or for other than
         corporate uses of the Transferor and that, except as contemplated by
         Section 5.02(e), such funds will not be commingled with the funds of
         any Seller or any Subsidiary or Affiliate of the Sellers;

                  (ii) To the extent that it shares the same officers or other
         employees as any of its stockholders or Affiliates, fairly allocate
         among such entities the salaries of and the expenses related to
         providing benefits to such officers and other employees, and each such
         entity shall bear its fair share of the salary and benefit costs
         associated with all such common officers and employees;

                  (iii) To the extent that it jointly contracts with any of its
         stockholders or Affiliates to do business with vendors or service
         providers or to share overhead expenses, fairly allocate among such
         entities the costs incurred in so doing, and each such entity shall
         bear its fair share of such costs. To the extent that the Transferor
         contracts or does business with vendors or service




                                       32
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

         providers where the goods and services provided are partially for the
         benefit of any other Person, the costs incurred in so doing shall be
         fairly allocated to or among such entities for whose benefit the goods
         or services are provided, and each such entity shall bear its fair
         share of such costs;

                  (iv) Enter into all material transactions between the
         Transferor and any of its Affiliates, whether currently existing or
         hereafter entered into, only on an arm's length basis, it being
         understood and agreed that the transactions contemplated in the
         Transaction Documents meet the requirements of this clause (iv);

                  (v) Maintain office space separate from the office space of
         the Sellers and any Affiliates of the Sellers. To the extent that the
         Transferor and any of its stockholders or Affiliates have offices in
         the same location, there shall be a fair and appropriate allocation of
         overhead costs among them, and each such entity shall bear its fair
         share of such expenses;

                  (vi) Issue separate unaudited financial statements prepared
         not less frequently than quarterly and prepared in accordance with GAAP
         consistently applied;

                  (vii) Conduct its affairs strictly in accordance with its
         Articles of Incorporation and observe all necessary, appropriate and
         customary corporate formalities, including, but not limited to, holding
         all regular and special stockholders' and directors' meetings
         appropriate to authorize all corporate action, keeping separate and
         accurate minutes of its meetings, passing all resolutions or consents
         necessary to authorize actions taken or to be taken, and maintaining
         accurate and separate books, records and accounts, including, but not
         limited to, payroll and intercompany transaction accounts;

                  (viii) Not assume or guarantee any of the liabilities of, or
         make any loans to, the Sellers or any Affiliate thereof; provided, that
         for a period of not more than three (3) months after the Original
         Closing Date, the Transferor may have outstanding short-term loans to
         C&A;

                  (ix) Take, or refrain from taking, as the case may be, all
         other actions that are necessary to be taken or not to be taken in
         order to (x) ensure that the assumptions and factual recitations set
         forth in the Specified Bankruptcy Opinion Provisions remain true and
         correct with respect to the Transferor and (y) comply with those
         procedures described in such provisions which are applicable to the
         Transferor;

                  (x) Take such actions as are necessary to ensure that not less
         than one member of Transferor's Board of Directors shall be an
         individual who is not, and never has been, a direct, indirect or
         beneficial stockholder, officer, director, employee, affiliate,
         associate, material supplier or material customer of the Collection
         Agent or any of its Affiliates (an "Independent Director"). The
         Articles of Incorporation of the Transferor shall provide that (i) at
         least one member of the Transferor's Board of Directors shall be an
         Independent Director, (ii) the Transferor's Board of Directors shall
         not approve, or take any other action to cause the filing of, a
         voluntary bankruptcy petition with respect to the Transferor unless a
         unanimous vote of the Transferor's Board of Directors (which vote shall
         include the affirmative vote of each Independent Director) shall
         approve the taking of such action in writing prior to the taking of
         such action and (iii) the provisions requiring an independent director
         and the provision described in clauses (i) and (ii) of this clause (x)
         cannot be amended without the prior written consent of each Independent
         Director;

                  (xi) Take such actions as are necessary to ensure that no
         Independent Director shall at any time serve as a trustee in bankruptcy
         for the Transferor or any Affiliate thereof;





                                       33
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (xii) Take such actions as are necessary to ensure that the
         books of account, financial reports and corporate records of the
         Transferor will be maintained separately from those of C&A and each
         other Affiliate of the Transferor;

                  (xiii) Take such actions as are necessary to ensure that any
         financial statements of C&A or any Affiliate thereof which are
         consolidated to include the Transferor will contain detailed notes
         clearly stating that (A) all of the Transferor's assets are owned by
         the Transferor, and (B) the Transferor is a separate corporate entity
         with its own separate creditors that will be entitled to be satisfied
         out of the Transferor's assets prior to any value in the Transferor
         becoming available to the Transferor's equity holders; and the
         accounting records and the published financial statements of the
         Sellers will clearly show that, for accounting purposes, the
         Receivables and Related Security have been sold to the Transferor;

                  (xiv) Take such actions as are necessary to ensure that the
         Transferor's assets will be maintained in a manner that facilitates
         their identification and segregation from those of C&A, the Sellers and
         other Affiliates of C&A;

                  (xv) Take such actions as are necessary to ensure that no
         Affiliates of the Transferor shall, directly or indirectly, name the
         Transferor or enter into any agreement to name the Transferor a direct
         or contingent beneficiary or loss payee or any insurance policy
         covering the property of any such Affiliate; and

                  (xvi) Take such actions as are necessary to ensure that no
         Affiliate of the Transferor will be, nor will hold itself out to be,
         responsible for the debts of the Transferor or the decisions or actions
         in respect of the daily business and affairs of the Transferor. The
         Transferor will immediately correct any known misrepresentation with
         respect to the foregoing, and the Transferor and its Affiliates will
         not operate or purport to operate as an integrated single economic unit
         with respect to each other or in their dealing with any other entity.

                  (o) Enforcement of Receivables Purchase Agreement. The
Transferor shall use its best efforts to enforce all rights held by it under the
Receivables Purchase Agreement and shall not waive any breach of any covenant
contained in Section 5.1 thereunder without the written consent of the
Administrative Agent.

                  (p) Required Currency Hedges. (i) On the Original Closing Date
and on each Transfer Date thereafter, the Transferor shall have the Required
Currency Hedge in place for the Required Hedge Notional Amount. The Transferor
agrees that at any time that it enters into any Required Currency Hedge, it
shall have funds available to make payment of fees or other amounts due in
connection with the purchase of such Required Currency Hedge at the time that
such payments are due and payable thereunder. The Transferor agrees that it will
enter into any Required Currency Hedge only on a Weekly Settlement Date or on
the Original Closing Date.

                  (ii) The Transferor agrees that at any time that it enters
         into any Required Currency Hedge, it shall execute and deliver to the
         Administrative Agent, for the benefit of the CP Conduit Purchasers, the
         Committed Purchasers and the Funding Agents, an assignment of all
         amounts payable to the Transferor under such Required Currency Hedge
         substantially in the form of Exhibit L (each, a "Required Currency
         Hedge Assignment").

                  (q) Credit Default Swaps. The Transferor agrees that at any
time that it enters into any Credit Default Swap, it shall execute and deliver
to the Administrative Agent, for the benefit of the CP Conduit Purchasers, the
Committed Purchasers and Funding Agents, an assignment of all amounts payable to
the Transferor under such Credit Default Swap.




                                       34
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (r) Counterparties. If at any time the commercial paper or
short term deposit ratings from any Rating Agency assigned to a Counterparty is
such that the Counterparty is no longer an Eligible Counterparty, the Transferor
shall (x) require such Counterparty to secure its obligations under such
Required Currency Hedge or Credit Default Swap or (y) replace the Counterparty
with an Eligible Counterparty within the earlier of (A) 30 days or (B) within 5
days in the event that such Counterparty's commercial paper rating or short-term
deposit rating is withdrawn or downgraded below A-2 or P-2.

                  (s) Communication with Accountants. The Transferor authorizes
the Committed Purchasers, the Collection Agent, the Administrative Agent and
each Funding Agent to communicate directly with its independent certified public
accountants, and authorizes and shall instruct those accountants and advisors to
disclose and make available to the Committed Purchasers, the Collection Agent,
the Administrative Agent and each Funding Agent any and all financial statements
and other supporting financial documents, schedules and information relating to
the Transferor (including copies of any issued management letters) with respect
to the business financial condition and other affairs of the Transferor. The
Transferor agrees to render the Committed Purchasers, the Collection Agent, the
Administrative Agent and each Funding Agent at such applicable Person's own cost
and expense, such clerical and other assistance as may be reasonably requested
with regard to the foregoing. If any Potential Termination Event or Termination
Event shall have occurred and be continuing, the Transferor shall, promptly upon
request therefor, assist the Administrative Agent in delivering to the Committed
Purchasers and the Funding Agents Records reflecting activity through the close
of business on the Business Day immediately preceding the date of such request.

                  (t) Further Assurances. C&A at the joint and several expense
of C&A and the other Sellers, shall, upon the request of the Administrative
Agent (in consultation with each Funding Agent), from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged or delivered,
within a reasonable time period of such request, such amendments or supplements
to this Agreement and the Receivables Purchase Agreement and, on and prior to
the Restatement Date, such further instruments and take such further action as
may be reasonably necessary (as determined by the Funding Agents in consultation
with C&A), to obtain the confirmation of the current ratings assigned to the
Commercial Paper (on an unwrapped basis), to the extent such ratings are
attributable to the transactions contemplated hereby and the other Transaction
Documents. In furtherance of the foregoing and thereafter from time to time as
may be necessary, C&A shall (i) cooperate with each of S&P and/or Moody's in
connection with any review of the Transaction Documents which may be undertaken
by S&P and/or Moody's prior to the Restatement Date and (ii) provide each of S&P
and Moody's with such information or access to such information as they may
reasonably request in connection with any future review of the ratings referred
to above.

                  SECTION 5.02. Negative Covenants of the Transferor. During the
term of this Agreement, unless the Administrative Agent shall otherwise consent
in writing:

                  (a) No Sales, Liens, etc. Except as otherwise provided herein
and in the Receivables Purchase Agreement, the Transferor will not sell, assign
(by operation of law or otherwise) or otherwise dispose of, or create or suffer
to exist any Adverse Claim (other than Permitted Encumbrances) upon or with
respect to (or the filing of any financing statement in respect of) (x) any of
the Receivables, Related Security Collections or Proceeds thereof, or (y) any
Lockbox Account or any amounts on deposit therein.

                  (b) No Extension or Amendment of Receivables. The Transferor
will not, and will not permit any Seller to, extend, amend, discharge or
otherwise modify the terms of any Receivable, or amend, modify or waive any term
or condition of any Contract related thereto, except as contemplated by the
Credit and Collection Policy, without the prior written consent of each Funding
Agent (which consent shall be obtained by the Administrative Agent), and in each
case in accordance with the Transaction Documents.




                                       35
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (c) No Change in Business or Credit and Collection Policy. The
Transferor will not, and will not permit any Seller to, make any change in the
character of its business or in the Credit and Collection Policy, which change
would have a Material Adverse Effect.

                  (d) No Mergers, etc. The Transferor will not without the prior
written consent of the Administrative Agent and the Funding Agents, and except
as otherwise permitted pursuant to the Receivables Purchase Agreement, will not
permit any Seller (other than C&A, in which case only the consent of the
Required Committed Purchasers shall be required) to, (i) consolidate or merge
with or into any other Person, or (ii) sell, lease or transfer all or
substantially all of its assets to any other Person, provided, that a Seller may
merge with or into another Seller or with another Person without such consent if
(A)(1) such Seller is the corporation surviving such consolidation or merger or
(2) the Person into or with whom the Seller is merged or consolidated is an
Affiliate and the surviving corporation assumes in writing all duties and
liabilities of the Seller under the Transaction Documents, and (B) immediately
after and giving effect to such consolidation or merger, no Termination Event or
Potential Termination Event shall have occurred and be continuing.

                  (e) Change in Payment Instructions to Obligors; Deposits to
Lockbox Accounts. The Transferor will not, and will not permit any Seller to,
add or terminate any bank as a Lockbox Bank or any account as a Lockbox Account
to or from those listed in Exhibit B hereto or make any change in its
instructions to Obligors regarding payments to be made to any Lockbox Account,
unless (i) such instructions are to deposit such payments to another existing
Lockbox Account or (ii) the Administrative Agent shall have received written
notice of such addition, termination or change at least thirty (30) days prior
thereto and the Administrative Agent shall have received a Lockbox Agreement
executed by each new Lockbox Bank or an existing Lockbox Bank with respect to
each new Lockbox Account, as applicable. The Transferor will not deposit or
otherwise credit, or cause to be deposited or credited (and will use reasonable
commercial efforts to not permit to be so deposited or credited), to any Lockbox
Account cash or cash proceeds other than Collections of Receivables. Subject to
Section 6.05(g), in the event any Seller deposits or otherwise credits, or cause
or permits to be so deposited or credited, to any Lockbox Account, cash or cash
proceeds other than Collections of Receivables, the Transferor shall, or shall
cause such Seller to, segregate or cause to be segregated any such cash or cash
proceeds from Collections within two (2) Business Days following the deposit or
credit to any Lockbox Account.

                  (f) Change of Name, etc. The Transferor will not, and will not
permit a Seller to, change its name, the state of its formation, its structure
or the location of its chief executive office, unless at least ten (10) days
prior to the effective date of any such change the Transferor delivers to the
Administrative Agent (i) such documents, instruments or agreements, executed by
the Transferor or the related Seller, as applicable, as are necessary to reflect
such change and to continue the perfection of the Administrative Agent's
ownership interests or security interests in the Receivables and Related
Security, Collections and Proceeds with respect thereto and (ii) new or revised
Lockbox Agreements executed by the Lockbox Banks, to the extent necessary to
enable the Administrative Agent to continue to exercise its rights contained in
Section 2.09 hereof.

                  (g) Amendment to Receivables Purchase Agreement. The
Transferor will not, and will not permit any of the Sellers to, amend, modify,
or supplement the Receivables Purchase Agreement, except with the prior written
consent of the Administrative Agent; nor shall the Transferor take, or permit
any of the Sellers to take, any other action under the Receivables Purchase
Agreement that shall have a material adverse affect on the Administrative Agent,
any CP Conduit Purchaser or any Committed Purchaser or which is inconsistent
with the terms of this Agreement.

                  (h) Other Debt. Except as provided for herein or in the
Receivables Purchase Agreement, the Transferor will not create, incur, assume or
suffer to exist any indebtedness whether current or funded, or any other
liability other than (i) indebtedness of the Transferor representing fees,





                                       36

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

expenses and indemnities arising hereunder or under the Receivables Purchase
Agreement or for the purchase price (including the Seller Notes) of the
Receivables under the Receivables Purchase Agreement; (ii) other indebtedness
incurred in the ordinary course of its business to the extent permitted by or
required under any other Transaction Document and (iii) additional indebtedness
in an amount not to exceed $9,500 at any time outstanding.

                  (i) ERISA Matters. The Transferor will not, and will not
permit any Seller to, (i) engage or permit any of its ERISA Affiliates to engage
in any prohibited transaction (as defined in Section 4975 of the Code and
Section 406 of ERISA) for which an exemption is not available or has not
previously been obtained from the U.S. Department of Labor; (ii) permit to exist
any "accumulated funding deficiency" (as defined in Section 302(a) of ERISA and
Section 412(a) of the Code) with respect to any Benefit Plan; (iii) fail to make
any payments to any Multiemployer Plan that the Transferor or any ERISA
Affiliate of the Transferor is required to make under the agreement relating to
such Multiemployer Plan or any law pertaining thereto; (iv) terminate any
Benefit Plan so as to result in any liability; or (v) permit to exist any
occurrence of any reportable event described in Title IV of ERISA which
represents a material risk of a liability to the Transferor or any ERISA
Affiliate of the Transferor under ERISA or the Code, if such prohibited
transactions, accumulated funding deficiencies, failure to make payments,
terminations and reportable events occurring within any fiscal year of the
Transferor in the aggregate, involve a payment of money or an incurrence of
liability by the Transferor or any ERISA Affiliate of the Transferor in an
amount which would be expected to have a Material Adverse Effect.

                  (j) Payment to the Sellers. With respect to any Receivable
sold by the Sellers to the Transferor, the Transferor shall, and shall cause the
Sellers to, effect such sale under, and pursuant to the terms of, the
Receivables Purchase Agreement, including, without limitation, the payment by
the Transferor either in cash or by increase in the amount of the Seller Notes
of an amount equal to the purchase price for such Receivable as required by the
terms of the Receivables Purchase Agreement.

                  (k) Amendments to Credit Default Swaps. The Transferor shall
not supplement, amend, extend, replace, terminate or otherwise modify any Credit
Default Swap without the consent of the Administrative Agent, each Funding Agent
and each Committed Purchaser, except that (a) only the consent of the
Administrative Agent shall be required for the Transferor to extend a Credit
Default Swap and (b) no such consent shall be required for the Transferor to (i)
enter into an amendment solely to reduce the notional amount under a Credit
Default Swap or (ii) terminate a Credit Default Swap; provided, that (x) prior
to (and, in any event, at least one Business Day before) reducing or terminating
such Credit Default Swap, the Collection Agent provides the Administrative
Agent, each Funding Agent and each Committed Purchaser with a certificate
(signed by a Responsible Officer of the Collection Agent) which attaches a
Weekly Report giving pro forma effect to any reduction in the Net Receivables
Balance resulting from the reduction or termination of such Credit Default Swap
and which certifies that, after giving pro forma effect to the reduction or
termination of such Credit Default Swap, the Percentage Factor does not exceed
the Maximum Percentage Factor and (y) after giving pro forma effect to any
reduction in the Net Receivables Balance resulting from the reduction or
termination of such Credit Default Swap, the Percentage Factor does not exceed
the Maximum Percentage Factor.

                                   ARTICLE VI

                         Administration and Collections

                  SECTION 6.01. Appointment of Collection Agent. The servicing,
administering and collection of the Receivables shall be conducted by such
Person (the "Collection Agent") so designated from time to time in accordance
with this Section 6.01. Until the Administrative Agent (at the direction of the
Funding Agents) gives notice to C&A of the designation of a new Collection Agent
pursuant to this





                                       37

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

Section 6.01, C&A is hereby designated as, and hereby agrees to perform the
duties and obligations of, the Collection Agent pursuant to the terms hereof.
The Collection Agent may not delegate any of its rights, duties or obligations
hereunder, or designate a substitute Collection Agent, without the prior written
consent of the Administrative Agent; provided that C&A shall be permitted to
delegate its duties and obligations as Collection Agent hereunder to the Sellers
or any of C&A's Affiliates, but such delegation shall not relieve C&A of its
duties and obligations as Collection Agent hereunder. The Administrative Agent
may, and upon the direction of the Required Committed Purchasers the
Administrative Agent shall, but only after the occurrence of a Collection Agent
Default or any other Termination Event, designate as Collection Agent any Person
(including itself) to succeed C&A or any successor Collection Agent, on the
condition in each case that any such Person so designated shall agree to perform
the duties and obligations of the Collection Agent pursuant to the terms hereof.
Following a Collection Agent Default or a Termination Event, the Administrative
Agent may notify any Obligor of the designation of a successor Collection Agent.

                  SECTION 6.02. Duties of Collection Agent.

                  (a) The Collection Agent shall take or cause to be taken all
such action as may be necessary or advisable to collect each Receivable from
time to time, all in accordance with applicable laws, rules and regulations,
with reasonable care and diligence, and in accordance with the Credit and
Collection Policy. Each of the Transferor, the CP Conduit Purchasers, the
Committed Purchasers, the Funding Agents and the Administrative Agent, hereby
appoints as its agent the Collection Agent, from time to time designated
pursuant to Section 6.01 hereof, to enforce its respective rights and interests
in and under the Receivables and Related Security, Collections and Proceeds with
respect thereto. To the extent permitted by applicable law, the Transferor
hereby grants to any Collection Agent appointed hereunder an irrevocable power
of attorney to take in the Transferor's name and on behalf of the Transferor any
and all steps necessary or desirable, in the reasonable determination of the
Collection Agent, to collect all amounts due under any and all Receivables,
including, without limitation, endorsing the Transferor's name on checks and
other instruments representing Collections and enforcing such Receivables and
the related Contracts. The Collection Agent shall set aside for the account of
the Transferor, on the one hand, and for the account of the CP Conduit
Purchasers and the Committed Purchasers, on the other hand, their respective
aggregate Collections of Receivables in accordance with Sections 2.05 and 2.06
hereof. The Collection Agent shall segregate and deposit to the Administrative
Agent's account the aggregate Collections of Receivables allocable to the CP
Conduit Purchasers and the Committed Purchasers when required pursuant to
Article II hereof. The Transferor shall deliver to the Collection Agent and the
Collection Agent shall hold in trust for the Transferor, the CP Conduit
Purchasers, the Committed Purchasers, the Funding Agents and the Administrative
Agent, in accordance with their respective interests, all Records which evidence
or relate to Receivables, Related Security or Collections. Notwithstanding
anything to the contrary contained herein, the Administrative Agent shall have
the absolute and unlimited right, during the continuance of a Potential
Termination Event and after the occurrence of a Termination Event, if the
Collection Agent is C&A, to direct the Collection Agent to commence or settle
any legal action to enforce collection of any Receivable or to foreclose upon or
repossess any Related Security. The Collection Agent shall not make the
Administrative Agent, any of the CP Conduit Purchasers, any of the Funding
Agents or any of the Committed Purchasers a party to any litigation without the
prior written consent of such Person.

                  (b) If the Collection Agent is not the Transferor, C&A, any
Seller or an Affiliate of the Transferor or the Sellers, the Collection Agent,
by giving three (3) Business Days' prior written notice to the Administrative
Agent, may revise the Servicing Fee; provided that such revised Servicing Fee
shall be a reasonable fee agreed upon by the Collection Agent and the
Administrative Agent reflecting rates and terms prevailing at such time as would
be negotiated on an arm's-length basis. The Collection Agent, if other than the
Transferor, C&A, any Seller or an Affiliate of the Transferor or the Sellers,
shall as soon as




                                       38
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

practicable upon demand, deliver to the applicable Seller all Records in its
possession which evidence or relate to indebtedness of an Obligor which is not a
Receivable.

                  (c) On or before ninety (90) days after March 31 of each year,
beginning with March 31, 2002, and with respect to the four calendar quarters
ended on the applicable March 31 (the "Applicable Period"), the Collection Agent
shall cause a firm of nationally recognized independent public accountants
reasonably acceptable to the Administrative Agent (who may also render other
services to the Collection Agent, the Transferor, the Sellers or any Affiliates
of any of the foregoing), at the expense of the Transferor, to furnish a report
to the Administrative Agent and the Transferor to the effect that they have:

                  (i) randomly selected at least one Settlement Statement for
         each quarter delivered during the Applicable Period then ended and
         verified that the amounts presented on such Settlement Statement
         relating to sales, total dilution, net sales, collections, net
         write-offs, concentrations and aging of Receivables agreed with the
         information provided to the Collection Agent by each Seller;

                  (ii) verified that the amounts presented on each Seller's
         reports to the Collection Agent for the periods selected in (i) above
         relating to sales, total dilution, net sales, collections, promotional
         allowances, net write-offs, concentrations and aging of Receivables
         agreed with the information contained within such Seller's underlying
         accounting records for such Settlement Period;

                  (iii) randomly selected at least one Deposit Report for each
         quarter delivered during the Applicable Period then ended and verified
         that the amounts presented on such Deposit Report relating to sales,
         collections, concentrations and aging of Receivables agreed with the
         information provided to the Collection Agent by each Seller;

                  (iv) verified that the amounts presented on each Seller's
         reports to the Collection Agent for the periods selected in clause
         (iii) above relating to sales, collections, concentrations and aging of
         Receivables agreed with the information contained within such Seller's
         underlying accounting records for such period;

                  (v) recalculated the Net Receivables Balance as of the end of
         at least one Settlement Period and one Deposit Report for each quarter
         during the Applicable Period and agreed each such amount to the
         respective Settlement Statement or Deposit Report;

                  (vi) randomly selected a sample of at least 100 Receivables in
         the aggregate for all Sellers to perform the verifications referred to
         in clauses (ii), (iii) and (iv) above;

                  (vii) randomly selected a sample of at least 100 Receivables
         in the aggregate for all Sellers (which may be the same receivables
         selected in clause (vi) above and verified that such Receivables that
         are treated by the Collection Agent as Eligible Receivables in fact
         satisfied the requirements of clauses (iii), (iv) and (viii) of the
         definition of such term;

                  (viii) randomly selected at least one Settlement Statement for
         each quarter during the Applicable Period and conducted a "negative
         confirmation" or other alternative procedures of a sample of at least
         100 Receivables in the aggregate for all Sellers (which may be the same
         Receivables selected in clause (vi) above) and verified that each
         Seller's records and computer system used in servicing the Receivables
         contained correct information with regard to outstanding balances;





                                       39
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  (ix) randomly selected at least one Settlement Statement for
         each quarter during the Applicable Period and selected a sample of at
         least 100 Receivables in the aggregate for all Sellers (which may be
         the same Receivables selected in clause (vi) above) and verified that
         such Receivables were included in the proper aging category on such
         Settlement Statement based on the dates listed on the original invoices
         for such Receivables; and

                  (x) such other reasonable procedures identified by the Funding
         Agents and for which notice of such additional procedures shall have
         been given to the Collection Agent no later than 30 days after the end
         of such fiscal year.

except, in each case for (a) such exceptions as such firm shall believe to be
immaterial (which exceptions need not be enumerated) and (b) such other
exceptions as shall be set forth in such statement.

                  (d) Notwithstanding anything to the contrary contained in this
Article VI, the Collection Agent, if not the Transferor, C&A, any Seller or any
Affiliate of the Transferor or the Sellers, shall have no obligation to collect,
enforce or take any other action described in this Article VI with respect to
any indebtedness that is not included in the Transferred Interest other than to
deliver to the Transferor the collections and documents with respect to any such
indebtedness as described in Section 6.02(b) hereof.

                  SECTION 6.03. Rights After Designation of New Collection
Agent. At any time following the designation of a Collection Agent other than
C&A, any Seller or the Transferor pursuant to the penultimate sentence of
Section 6.01 hereof:

                  (i) The Administrative Agent may, at its option, or shall, at
         the direction of the Required Committed Purchasers, direct that payment
         of all amounts payable under any Receivable be made directly to the
         Administrative Agent or its designee for the benefit of the CP Conduit
         Purchasers and the Committed Purchasers.

                  (ii) The Transferor shall, at the Administrative Agent's
         request and at the Transferor's expense, give notice of the CP Conduit
         Purchasers', the Transferor's and/or the Committed Purchasers'
         ownership of Receivables to each Obligor and direct that payments be
         made directly to the Administrative Agent or its designee.

                  (iii) The Transferor shall, at the Administrative Agent's
         request, (A) assemble all of the Records, and shall make the same
         available to the Administrative Agent or its designee at a place
         selected by the Administrative Agent or its designee, and (B) segregate
         all cash, checks and other instruments received by it from time to time
         constituting Collections of Receivables in a manner acceptable to the
         Administrative Agent and shall, promptly upon receipt, remit all such
         cash, checks and instruments, duly endorsed or with duly executed
         instruments of transfer, to the Administrative Agent or its designee.

                  (iv) The Transferor hereby authorizes the Administrative Agent
         to take any and all steps in the Transferor's name and on behalf of the
         Transferor necessary or desirable, in the determination of the
         Administrative Agent, to collect all amounts due under any and all
         Receivables, including, without limitation, endorsing the Transferor's
         name on checks and other instruments representing Collections and
         enforcing such Receivables and the related Contracts.

                  SECTION 6.04. Representations and Warranties of the Collection
Agent. The Collection Agent represents and warrants (solely as to itself) to the
Administrative Agent, each CP Conduit Purchaser, each Committed Purchaser and
each Funding Agent as of the date it becomes a Collection Agent hereunder that:



                                       40

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (a) Corporate Existence and Power. The Collection Agent is a
corporation duly organized, validly existing and in good standing under the laws
of its respective jurisdiction of incorporation and has all corporate power and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
now conducted, except where the failure to obtain such licenses, authorizations,
consents and approvals would not have a Material Adverse Effect. The Collection
Agent is duly qualified to do business in, and is in good standing in, every
other jurisdiction in which the nature of its business requires it to be so
qualified, except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.

                  (b) Corporate and Governmental Authorization, Contravention.
The execution, delivery and performance by the Collection Agent of this
Agreement (i) are within the Collection Agent's corporate powers, (ii) have been
duly authorized by all necessary corporate action on the Collection Agent's
part, (iii) require no action by or in respect of, or filing with, any Official
Body or official thereof (except for the filing of UCC financing statements as
required by this Agreement or as have been taken or filed and, with respect to
filings other than UCC financing statements, filings where the failure to file
will not have a Material Adverse Effect), (iv) do not contravene, or constitute
a default under, any provision of applicable Law or of the organizational
documents of the Collection Agent or of any agreement or other material
instrument binding upon the Collection Agent, except where such contravention or
default would not have a Material Adverse Effect, and (v) do not result in the
creation or imposition of any Adverse Claim (other than Permitted Encumbrances)
on the assets of the Collection Agent or any of its Affiliates.

                  (c) Binding Effect. This Agreement constitutes the legal,
valid and binding obligations of the Collection Agent, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws affecting the rights of creditors generally and general
equitable principles (whether considered in a proceeding at law or in equity).

                  (d) Actions, Suits. There are not any actions, suits or
proceedings at law or in equity or by or before any court or Official Body now
pending or, to the knowledge of the Collection Agent, threatened against or
affecting the Collection Agent or any of its Subsidiaries or any property or
rights of the Collection Agent or any of its Subsidiaries as to which there is a
reasonable possibility of an adverse determination and which (i) if adversely
determined, could individually or in the aggregate result in a Material Adverse
Effect or (ii) involve the Transaction Documents or (iii) if adversely
determined could materially adversely affect the transactions contemplated by
the Transaction Documents.

                  (e) Eligible Receivables. Each Receivable (x) represented by
the Collection Agent to be an Eligible Receivable (including in any Settlement
Statement or other report delivered pursuant to Section 2.12 hereof) or (y)
included in the calculation of the Net Receivables Balance in fact satisfies at
such time the definition of "Eligible Receivable."

                  SECTION 6.05. Covenants of the Collection Agent. At all times
from the date hereof to the date on which the Aggregate Unpaids shall be equal
to zero, unless the Administrative Agent shall otherwise consent in writing:

                  (a) Credit and Collection Policy. The Collection Agent will
comply in all material respects with the Credit and Collection Policy in regard
to each Receivable and the related Contract.

                  (b) Collections Received. The Collection Agent shall hold in
trust, and deposit as soon as reasonably practicable (but in any event no later
than one Business Day following its receipt thereof) to a Lockbox Account all
Collections received from time to time by the Collection Agent.

                  (c) Notice of Termination Events, Potential Termination Events
or Collection Agent Defaults. Immediately, and in any event within one (1)
Business Day after the Collection Agent obtains




                                       41
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


knowledge of the occurrence of each Termination Event, Potential Termination
Event or Collection Agent Default, the Collection Agent will furnish to the
Administrative Agent and each Funding Agent a statement of a Responsible Officer
of the Collection Agent setting forth details of such Termination Event,
Potential Termination Event or Collection Agent Default, and the action which
the Collection Agent, the Transferor or a Seller proposes to take with respect
thereto.

                  (d) Conduct of Business. The Collection Agent will do all
things necessary to remain duly incorporated, validly existing and in good
standing as a domestic corporation in its jurisdiction of incorporation and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted to the extent that the failure to maintain such
would have a Material Adverse Effect.

                  (e) Compliance with Laws. The Collection Agent will comply in
all respects with all Laws with respect to the Receivables to the extent that
any non-compliance would have a Material Adverse Effect.

                  (f) Further Information. The Collection Agent shall furnish or
cause to be furnished to the Administrative Agent and, after a Termination Event
or a Potential Termination Event, any Funding Agent such other information
relating to the Receivables and readily available public information regarding
the financial condition of the Collection Agent, as soon as reasonably
practicable, and in such form and detail, as the Administrative Agent may
reasonably request and, after a Termination Event or a Potential Termination
Event, as any Funding Agent may reasonably request.

                  (g) Johnson Controls, Inc. Collections. The Collection Agent
will prepare a daily report which set forth (i) the Collections received by the
Collection Agent or a Seller from, or that are deposited into a Lockbox Account
by, DaimlerChrysler which are to be paid and are owed to Johnson Controls, Inc.
(the "JCI Collections") and (ii) the payment instructions indicating where such
JCI Collections are to be forwarded by the Administrative Agent on behalf of
Johnson Controls Inc. Such daily report shall be delivered by the Collection
Agent to the Administrative Agent prior to 3:00 p.m. (New York time) on each day
on which JCI Collections are received by the Collection Agent or a Seller or are
deposited into a Lockbox Account. In addition, (i) the Collection Agent shall
transfer all JCI Collections deposited in the Lockbox Accounts to account
#507-839463 at JPMorgan Chase (the "JCI Collection Account") as soon as
reasonably practicable (but in any event no later than one Business Day
following its receipt thereof) and (ii) the Administrative Agent shall transfer
all JCI Collections deposited into the JCI Collection Account in accordance with
the instructions provided by the Collection Agent pursuant to this Section
6.05(g) no later than (a) if the JCI Collections are deposited into the JCI
Collection Account by 3:00 p.m. (New York time), 5:00 p.m. (New York time) on
the date such funds are deposited into the JCI Collection Account and (b) if the
JCI Collections are deposited into the JCI Collection Account after 3:00 p.m.
(New York time), 5:00 p.m. (New York time) on the Business Day immediately
following the date such funds are deposited into the JCI Collection Account. Any
funds held in the JCI Collection Account may, upon the request of the Collection
Agent, be invested in a cash escrow product maintained by the Administrative
Agent.

                  SECTION 6.06. Negative Covenants of the Collection Agent
and/or C&A. At all times from the date hereof to the date on which the Aggregate
Unpaids shall be equal to zero, unless the Administrative Agent shall otherwise
consent in writing:

                  (a) No Sales, Liens, Etc. Except as otherwise provided herein
and in the Receivables Purchase Agreement, neither the Collection Agent nor C&A
will (i) sell, assign (by operation of law or otherwise) or otherwise dispose
of, or create any Adverse Claim (other than Permitted Encumbrances) upon or with
respect to (or file any financing statement in respect of) (A) any of the
Receivables, Related Security, Collections or Proceeds with respect thereto, or
(B) any Lockbox Account to which any Collections of any Receivable are sent
(including the assignment of any right to receive income in respect


                                       42


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

thereof), or (ii) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create any Adverse Claim (other than Permitted Encumbrances) upon
or with respect to (or file any financing statement in respect of) any inventory
or goods, the sale of which may give rise to a Collection.

                  (b) Consolidations, Mergers and Sales of Assets. Neither the
Collection Agent nor C&A shall without the prior written consent of the Required
Committed Purchasers (i) consolidate or merge with or into any other Person or
(ii) sell, lease or otherwise transfer all or substantially all of its assets to
any other Person; provided, that the Collection Agent or C&A, as applicable, may
consolidate or merge with another Person without such consent if (A)(1) the
Collection Agent or C&A, as applicable, is the corporation surviving such
consolidation or merger or (2) the Person into or with whom the Collection Agent
or C&A, as applicable, is merged or consolidated is an Affiliate and the
surviving corporation assumes in writing all duties and liabilities of the
Collection Agent or C&A, as applicable, hereunder and (B) immediately after and
giving effect to such consolidation or merger, no Termination Event or Potential
Termination Event shall have occurred and be continuing.

                  (c) Lockbox Accounts. Except as permitted pursuant to Section
2.05, 2.06, 2.09(b), 2.13, 5.02(e) and 6.05(g) of this Agreement or as otherwise
permitted under or required by the Transaction Documents, neither the Collection
Agent nor C&A shall make, or cause or permit any other Person to make any
transfer of funds on deposit in a Lockbox Account.

                  (d) Modifications of Receivables or Contracts. The Collection
Agent shall not extend, amend, discharge or otherwise modify the terms of any
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto, except as contemplated by the Credit and Collection Policy,
without the prior written consent of each Funding Agent (which consent shall be
obtained by the Administrative Agent), and in each case in accordance with the
Transaction Documents.

                  SECTION 6.07. Collection Agent Default. The occurrence of any
one or more of the following events shall constitute a Collection Agent default
(each, a "Collection Agent Default"):

                  (a) (i) the Collection Agent or, to the extent that the
Transferor, C&A, any Seller or any Affiliate of the Transferor or the Sellers is
then acting as Collection Agent, the Transferor, C&A, such Seller or such
Affiliate, as applicable, shall fail to observe or perform any material term,
covenant or agreement hereunder (other than as referred to in clauses (ii) and
(iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten
(10) days, after a Responsible Officer of the Collection Agent has knowledge
thereof or (ii) the Collection Agent or, to the extent that the Transferor, C&A,
any Seller or any Affiliate of the Transferor or the Sellers is then acting as
Collection Agent, the Transferor, C&A, such Seller or such Affiliate, as
applicable, shall fail to make any payment or deposit required to be made by it
hereunder when due and such failure remains uncured for one (1) Business Day or
the Collection Agent shall fail to observe or perform in any material respect
any term, covenant or agreement on the Collection Agent's part to be performed
under Section 2.09(b) hereof, or (iii) the Collection Agent fails to deliver any
Deposit Report within two (2) Business Days of the date when due or Settlement
Statement within one (1) Business Day of the date when due; or

                  (b) any representation, warranty, certification or statement
made by the Collection Agent in this Agreement, any other Transaction Document
or in any other document delivered pursuant hereto or thereto shall prove to
have been incorrect in any material respect when made or deemed made; provided
that no such event shall constitute a Collection Agent Default (i) unless such
event shall continue unremedied for a period of ten (10) days from the date a
Responsible Officer of the Collection Agent obtains knowledge thereof, and (ii)
if any such representation and warranty relates to a Receivable for which the
Transferor has paid to the Collection Agent an amount equal to the Outstanding
Balance of such Receivable pursuant to Section 2.10(b); or


                                       43


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  (c) the Collection Agent or any of its Subsidiaries shall (i)
fail to pay any principal or interest, regardless of amount, due in respect of
Indebtedness having an aggregate principal or notional amount in excess of
$10,000,000, when and as the same shall become due and payable, or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained in
any agreements or instruments evidencing or governing any Indebtedness having an
aggregate principal amount in excess of $10,000,000 if the effect of any failure
referred to in this clause (ii) is to cause, or to permit the holder or holders
of such Indebtedness or a trustee on its or their behalf to cause, such
Indebtedness to become due prior to its stated maturity; or

                  (d) an Event of Bankruptcy shall occur and be continuing with
respect to the Collection Agent or any of its direct or indirect Subsidiaries
that is a Seller or the Transferor; or

                  (e) there shall have occurred any event which, in the
commercially reasonable judgment of the Administrative Agent, materially and
adversely affects the Collection Agent's ability to collect the Receivables
under this Agreement.

                  SECTION 6.08. Responsibilities of the Transferor and the
Sellers. Anything herein to the contrary notwithstanding, the Transferor shall,
and/or shall cause each Seller to, (i) perform all of such Seller's obligations
under the Contracts related to the Receivables to the same extent as if
interests in such Receivables had not been sold hereunder and under the
Receivables Purchase Agreement and the exercise by the Administrative Agent, the
CP Conduit Purchasers and the Committed Purchasers of their rights hereunder and
under the Receivables Purchase Agreement shall not relieve the Transferor or the
Seller from such obligations and (ii) pay when due any taxes, including without
limitation, any sales taxes payable in connection with the Receivables and their
creation and satisfaction. Neither the Administrative Agent, any of the CP
Conduit Purchasers nor any of the Committed Purchasers shall have any obligation
or liability with respect to any Receivable or related Contracts, nor shall it
be obligated to perform any of the obligations of the Seller thereunder.

                  SECTION 6.09. Grant of License. For the purpose of enabling
the Administrative Agent or a successor Collection Agent to perform the
functions of servicing and collecting the Receivables upon a Collection Agent
Default, the Collection Agent and each Seller hereby (i) assigns, to the extent
permitted, to the Administrative Agent for the benefit of the Funding Agents,
the CP Conduit Purchasers and the Committed Purchasers and shall be deemed to
assign to the Administrative Agent for the benefit of the Funding Agents, the CP
Conduit Purchasers and the Committed Purchasers and any successor Collection
Agent all rights owned or hereinafter acquired by any Seller or the Collection
Agent (by license, sublicense, lease, easement or otherwise) in and to any
equipment or any software (together with a copy thereof) in each case listed on
Schedule E hereto, (ii) agrees to use its best efforts to assist the
Administrative Agent for the benefit of the Funding Agents, the CP Conduit
Purchasers, the Committed Purchasers and any successor Collection Agent to
arrange licensing agreements with all software vendors and other applicable
persons in a manner and to the extent reasonably appropriate to effectuate the
servicing of the Receivables, and (iii) deliver to the Administrative Agent
executed copies of any landlord waivers in a form reasonably acceptable to the
Administrative Agent, that may be necessary to grant to the Administrative Agent
access to any leased premises of the Collection Agent for which the
Administrative Agent or any successor Collection Agent may require access to
perform the collection and administrative functions to be performed by the
Administrative Agent under the Transaction Documents.

                  SECTION 6.10. Collection Agent Indemnification of Indemnified
Parties. The Collection Agent shall indemnify and hold harmless the Indemnified
Parties, from and against any loss, liability, expense, damage or injury
suffered or sustained solely by reason of any breach by the Collection Agent of
any of its representations, warranties or covenants contained in this Agreement,
including any judgment, award, settlement, reasonable attorneys' fees and other
costs or expenses reasonably incurred in connection with the defense of any
actual action, proceeding or claim; provided, however, that (i) the




                                       44
<PAGE>


                         RECEIVABLES TRANSFER AGREEMENT

Collection Agent shall not indemnify the Indemnified Parties if such acts or
omissions were attributable directly or indirectly to fraud, negligence, breach
of fiduciary duty or willful misconduct by any such Indemnified Party and (ii)
the Collection Agent shall not be under any liability to the Indemnified Parties
for any action taken or for refraining from the taking of any action in good
faith in its capacity as Collection Agent pursuant to this Agreement; provided,
further, however that the immediately preceding proviso shall not protect the
Collection Agent against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Collection Agent may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person (other than the Collection
Agent or an Affiliate of the Collection Agent) respecting any matters arising
hereunder. Any indemnification pursuant to this Section shall be had only from
the assets of the Collection Agent and shall not be payable from Collections,
except to the extent such Collections are released to the Collection Agent in
accordance with Sections 2.05 and 2.06. The provisions of such indemnity shall
run directly to and be enforceable by such Indemnified Parties. Without limiting
the foregoing, the Transferor, by transferring interests in the Receivables to
the CP Conduit Purchasers, and the CP Conduit Purchasers, by acquiring such
interest in the Receivables, acknowledge that each Seller has transferred such
Receivables and the Transferor, and the CP Conduit Purchasers, as applicable,
have assumed all risk of payment and collection with respect thereto.

                                  ARTICLE VII

                               Termination Events

                  SECTION 7.01. Termination Events. The occurrence of any one or
more of the following events shall constitute a Termination Event:

                  (a) the Transferor, any Seller or the Collection Agent shall
fail to make any payment or deposit to be made by it hereunder or under any of
the Transaction Documents when due hereunder or thereunder and such failure
continues for one (1) Business Day; or

                  (b) any representation, warranty, certification or statement
made by the Transferor, the Collection Agent or any Seller in this Agreement,
any other Transaction Document to which it is a party or in any other document
delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made or deemed made (and, if any time period is provided
for correcting any representation or warranty in Section 3.01, Section 3.02 or
Section 3.03, has not been corrected within the time period provided in such
Section); provided, however, that (i) no such representation, warranty,
certification or statement relating to a Receivable for which the Transferor has
timely paid to the Collection Agent the Deemed Collection required to be paid as
a result thereof in accordance with Section 2.10(b) shall give rise to a
Termination Event under this paragraph (b), (ii) any such incorrectness with
respect to a representation or warranty in Section 3.01(f) or Section 3.01(r)(i)
shall not give rise to a Termination Event under this paragraph (b) if corrected
within 15 days from the date a Responsible Officer of the Transferor obtains
knowledge thereof, and (iii) any such incorrectness with respect to a
representation or warranty in Section 3.01(e) or Section 3.01(s) shall not give
rise to a Termination Event under this paragraph (b) if corrected within three
(3) Business Days from the date a Responsible Officer of the Transferor obtains
knowledge thereof; or

                  (c) the Transferor, any Seller or the Collection Agent shall
fail to observe or perform in any material respect any other term, covenant or
agreement in this Agreement or any other Transaction Document (and, if any time
period is provided for any such observance or performance, such observance or
performance has not occurred within such time period); provided, that any such
failure with respect to





                                       45
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


the covenant set forth in Section 5.01(f) shall not give rise to a Termination
Event under this paragraph (c) until after giving effect to the cure period, if
any, set forth in the related Contract; or

                  (d) the Transferor shall fail to make any payment of principal
or interest in respect of any Indebtedness when and as the same shall become due
and payable after giving effect to any applicable grace period with respect
thereto; or any event or condition occurs that results in any such Indebtedness
becoming due prior to its scheduled maturity or that enables or permits the
holder or holders of any such Indebtedness or any trustee or agent on its or
their behalf to cause any such Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; or

                  (e) any Event of Bankruptcy shall occur with respect to the
Transferor, the Collection Agent or C&A or any Seller which shall have sold
Receivables with an Outstanding Balance at such time of $10,000,000 or greater
pursuant to the Receivables Purchase Agreement; or

                  (f) after the filing in the appropriate offices of the
financing statements described in Sections 4.01(c), 4.01(d), 4.01(e) and
4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and
the Committed Purchasers, shall, for any reason, fail or cease to have a valid
and perfected first priority ownership or security interest in the Receivables
and Related Security, Collections and Proceeds with respect thereto, free and
clear of any Adverse Claims (other than Permitted Encumbrances); or

                  (g) a Collection Agent Default shall have occurred; or

                  (h) the Transferor or any Seller shall enter into any
corporate transaction or merger whereby it is not the surviving entity (other
than, in the case of any Seller, a merger or consolidation which does not, in
the reasonable opinion of the Funding Agents, materially adversely affect the
collectibility of the Receivables sold by such Seller or the performance of such
Seller's obligations under the Transaction Documents); or

                  (i) there shall have occurred any event or condition which
would have material adverse effect on either the collectibility of the
Receivables or the ability of the Transferor or any Seller to perform its
respective obligations under the Transaction Documents to which it is a party
since the Restatement Date; or

                  (j) the Percentage Factor exceeds the Maximum Percentage
Factor and the Transferor shall not have, by the next Business Day thereafter,
reduced the Net Investment from previously received Collections or other funds
available to the Transferor so as to reduce the Percentage Factor on such
Business Day to less than or equal to 100%; or

                  (k) the average Dilution Ratio for the three preceding
Settlement Periods exceeds 4.50%; or

                  (l) the average Default Ratio for the three preceding
Settlement Periods exceeds 3.75%; or

                  (m) the average Delinquency Ratio for the three preceding
Settlement Periods exceeds 14.00%; or

                  (n) C&A or any of its Subsidiaries shall default in the
observance or performance of Section 6.14 or Section 6.15 of the Senior Credit
Facility or an Event of Default (as such term is defined


                                       46

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

in the Senior Credit Facility) described in clause (m) of Article VII of the
Senior Credit Facility shall have occurred; or

                  (o) a Responsible Officer of the Transferor or any Seller
shall receive notice or become aware that a notice of lien has been filed
against the Transferor, any Seller or the Collection Agent under Section 412(n)
of the Code or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 412(n) of the Code or
Section 302(f) of ERISA applies; or

                  (p) a Purchase Termination Date shall have occurred under the
Receivables Purchase Agreement with respect to all Sellers; or

                  (q) C&A and the Sellers (in the aggregate) shall fail to
maintain 100% ownership of the Transferor; or

                  (r) the existence at any time of any litigation, arbitration
proceedings or governmental proceeding involving any Seller or the Transferor or
the Receivables which would be reasonably likely to have a Material Adverse
Effect; or

                  (s) (i) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against a Seller,
the Collection Agent, C&A or their Subsidiaries or any combination thereof and
the same shall remain undischarged for a period of thirty (30) consecutive days
during which execution shall not be effectively stayed or to the extent that an
insurance carrier has accepted a claim for coverage thereto; (ii) one or more
judgments for the payment of money shall be rendered against the Transferor and
shall not have been satisfied; or (iii) any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of the Transferor, a Seller,
the Collection Agent, C&A, or their Subsidiaries to enforce any such judgment;
or

                  (t) the Collection Agent shall fail to deliver to the
Administrative Agent any report required to be delivered by it under the terms
of the Transaction Documents within one (1) Business Day of (i) with respect to
any Deposit Report or Settlement Statement, when such report was due or (ii)
with respect to any other report, receipt by the Collection Agent of written
notice from the Administrative Agent that such report is due; or

                  (u) any Event of Bankruptcy shall occur with respect to any
Seller which shall have sold Receivables with an Outstanding Balance at such
time of less than $10,000,000 pursuant to the Receivables Purchase Agreement.

                  SECTION 7.02. Remedies Upon the Occurrence of a Termination
Event.

                  (a) Upon the occurrence of any Termination Event, the
Administrative Agent may, or at the direction of the Required Committed
Purchasers shall, by notice to the Transferor and the Collection Agent, declare
the Termination Date to have occurred; provided, however, that in the case of
any event described in Sections 7.01(e), 7.01(f), 7.01(j) or 7.01(q) above, the
Termination Date shall be deemed to have occurred automatically upon the
occurrence of such event. At all times after the declaration or automatic
occurrence of the Termination Date pursuant to this Section 7.02(a), the Base
Rate plus 3.00% shall be the Tranche Rate applicable to the Net Investment for
all existing and future Tranches. If an event or condition shall have occurred
which constitutes a Potential Termination Event, the Administrative Agent may,
by notice to the Transferor, declare such event or condition a Potential
Termination Event.

                  (b) In addition, if any Termination Event occurs hereunder,
(i) the Administrative Agent shall promptly notify the Transferor in writing
whether it has declared the Termination Date to have



                                       47

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

occurred and whether it will be exercising the remedies specified in this
Section 7.02, (ii) the Administrative Agent, on behalf of the CP Conduit
Purchasers and the Committed Purchasers, shall have all of the rights and
remedies provided to a secured creditor or a purchaser of accounts under the
Relevant UCC by applicable law in respect thereto and (iii) if the
Administrative Agent so elects (A) the Facility Limit shall be reduced as of
each calendar date thereafter to equal the Net Investment as of such date and
(B) the Percentage Factor shall be increased to 100%.

                  SECTION 7.03. Reconveyance Under Certain Circumstances. The
Transferor agrees to accept the reconveyance from the Administrative Agent, on
behalf of the CP Conduit Purchasers and/or the Committed Purchasers, of the
Transferred Interest if any Termination Event occurs hereunder and the
Administrative Agent notifies the Transferor of a material breach of any
representation or warranty made or deemed made pursuant to Sections 3.01(a),
3.01(b), 3.01(c), 3.01(d), 3.01(g) and 3.01(j) of this Agreement. The
reconveyance price shall be paid by the Transferor to the Administrative Agent,
for the account of the CP Conduit Purchasers and the Committed Purchasers, as
applicable, in immediately available funds on demand in an amount equal to the
Aggregate Unpaids.

                                  ARTICLE VIII

                            The Administrative Agent

                  SECTION 8.01. Appointment. Each of the CP Conduit Purchasers,
the Committed Purchasers and the Funding Agents hereby irrevocably designates
and appoints the Administrative Agent as the agent of such Person under this
Agreement and irrevocably authorizes the Administrative Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. To the extent the Administrative
Agent takes any such action, the Transferor, each Seller and the Collection
Agent, in dealing with the Administrative Agent, shall have the right to assume
that the Administrative Agent is authorized to so act, absent actual knowledge
to the contrary. Notwithstanding any provision to the contrary elsewhere in this
Agreement, (i) the Administrative Agent shall not have any duties or
responsibilities except those expressly set forth herein, or any fiduciary
relationship with any CP Conduit Purchaser, any Committed Purchaser or any
Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent; and (ii) in no event shall the Administrative
Agent be liable under or in connection with this Agreement for indirect,
special, or consequential losses or damages of any kind, including lost profits,
even if advised of the possibility thereof and regardless of the form of action
by which such losses or damages may be claimed. In performing its functions and
duties hereunder, the Administrative Agent shall act solely as the agent of the
CP Conduit Purchasers, the Committed Purchasers and the Funding Agents, and the
Administrative Agent does not assume, nor shall be deemed to have assumed, any
obligation or relationship of trust or agency with or for any such Person.

                  SECTION 8.02. Delegation of Duties. The Administrative Agent
may execute any of its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel (who may be counsel
for the Transferor or the Collection Agent), independent public accountants and
other experts selected by it concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys in-fact selected by it with reasonable
care.

                  SECTION 8.03. Exculpatory Provisions. Neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement (x)


                                       48

<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


with the consent or at the request of the CP Conduit Purchasers, the Committed
Purchasers or the Funding Agents or (y) in the absence of its own gross
negligence or willful misconduct or (ii) responsible in any manner to any of the
CP Conduit Purchasers, the Committed Purchasers or the Funding Agents for any
recitals, statements, representations or warranties made by the Transferor, the
Collection Agent, the Sellers or any officer thereof contained in this Agreement
or any other Transaction Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Transaction
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement, any other Transaction Document, the
Receivables (or any Related Security, Collections and Proceeds with respect
thereto) or any Transferred Interest or for any failure of any of the
Transferor, the Collection Agent, the Sellers or the Obligors to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any CP Conduit Purchaser, any Committed Purchaser or any
Funding Agent to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Transaction Document or to inspect the properties, books or records of the
Transferor, the Collection Agent or any Seller.

                  SECTION 8.04. Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, fax, e-mail, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Transferor or the Collection
Agent), independent accountants and other experts selected by the Administrative
Agent and shall not be liable for any action taken or omitted to be taken by it
in good faith in accordance with the advice of such counsel, accountants or
experts. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Transaction
Document unless it shall first receive such advice or concurrence of the Funding
Agents, on behalf of the CP Conduit Purchasers and Committed Purchasers, as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Funding Agents against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Transaction Documents
in accordance with a request of the Funding Agents, on behalf of the CP Conduit
Purchasers and Committed Purchasers (unless, in the case of any action relating
to the giving of consent hereunder, the giving of such consent requires the
consent of all the CP Conduit Purchasers and Committed Purchasers), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the CP Conduit Purchasers, the Committed Purchasers and the Funding
Agents.

                  SECTION 8.05. Notice of Collection Agent Default. The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Collection Agent Default or any Termination Event unless the
Administrative Agent has received notice from a CP Conduit Purchaser, a
Committed Purchaser, a Funding Agent, the Transferor or the Collection Agent
referring to this Agreement, describing such Collection Agent Default or
Termination Event and stating that such notice is a "notice of a Collection
Agent Default" or "notice of a Termination Event", as the case may be. In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Funding Agents, the Transferor and the
Collection Agent. The Administrative Agent shall take such action with respect
to such event as shall be reasonably directed by the Required Committed
Purchasers, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such event as it shall deem advisable in the best interests of the CP Conduit
Purchasers.

                  SECTION 8.06. Non-Reliance on the Administrative Agent and
Other Purchasers. Each of the CP Conduit Purchasers, the Committed Purchasers
and the Funding Agents expressly







                                       49

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Transferor, shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any such Person. Each of the CP Conduit Purchasers, the Committed
Purchasers and the Funding Agents represents to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent or any
other CP Conduit Purchaser, Committed Purchaser or Funding Agent and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Transferor and the
Collection Agent and made its own decision to enter into this Agreement. Each of
the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents also
represents that it will, independently and without reliance upon the
Administrative Agent or any other CP Conduit Purchaser, Committed Purchaser or
Funding Agent, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Transaction Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Transferor, the Collection Agent and the
Sellers. Except for notices, reports and other documents expressly required to
be furnished to the Funding Agents by the Administrative Agent hereunder, the
Administrative Agent shall have no duty or responsibility to provide any CP
Conduit Purchaser, any Committed Purchaser or any Funding Agent with any credit
or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Transferor, the
Collection Agent or the Sellers which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

                  SECTION 8.07. Indemnification. Each of the Committed
Purchasers and the Funding Agents agrees to indemnify the Administrative Agent
in its capacity as such (to the extent not reimbursed by the Transferor, the
Collection Agent and the Sellers and without limiting the obligation of the
Transferor, the Collection Agent and the Sellers to do so), on a pro rata basis,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement, any of the other Transaction Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Committed Purchaser or
Funding Agent shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent's gross negligence or willful misconduct. The agreements in this Section
shall survive the payment of all amounts payable hereunder.

                  SECTION 8.08. The Administrative Agent in Its Individual
Capacity. The Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Transferor,
the Collection Agent or any of their Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to any
Transferred Interest held by the Administrative Agent, the Administrative Agent
shall have the same rights and powers under this Agreement and the other
Transaction Documents as any CP Conduit Purchaser or Committed Purchaser, and
may exercise the same as though it were not the Administrative Agent, and the
terms "Committed Purchaser," and "CP Conduit Purchaser" shall include the
Administrative Agent in its individual capacity.

                  SECTION 8.09. Resignation of Administrative Agent; Successor
Administrative Agent. The Administrative Agent may resign as Administrative
Agent at any time by giving 30 days' notice to


                                       50


<PAGE>


                         RECEIVABLES TRANSFER AGREEMENT


the Funding Agents, the Transferor and the Collection Agent; provided, that no
such resignation shall become effective until the acceptance of appointment of a
successor Administrative Agent as provided below. The Administrative Agent may
be removed at any time by the Required Committed Purchasers; provided, that such
removal shall become effective upon the acceptance of appointment of a successor
Administrative Agent appointed by the Funding Agents and approved by the
Transferor and the Collection Agent (which approval shall not in each case be
unreasonably withheld). In the case of any proposed resignation of the
Administrative Agent, the Required Committed Purchasers shall promptly appoint a
successor Administrative Agent from among the Funding Agents, which successor
Administrative Agent shall be approved by the Transferor and the Collection
Agent (which approval shall not in each case be unreasonably withheld). If no
successor Administrative Agent is appointed prior to the proposed effective date
of the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Funding Agents, the Transferor and the
Collection Agent, a successor Administrative Agent from among the Funding
Agents. Effective upon the acceptance of appointment of a successor
Administrative Agent, such successor Administrative Agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor Administrative Agent, effective
upon such acceptance of appointment, and the former Administrative Agent's
rights, powers and duties as Administrative Agent shall be terminated, without
any other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Agreement. After any Administrative Agent's
resignation, the provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

                                   ARTICLE IX

              Additional Representations, Warranties and Covenants
                     of the Transferor and Collection Agent

                  SECTION 9.01. Additional Representations, Warranties and
Covenants.

                  (a) The Transferor represents and warrants that:

                  (i) This Agreement creates a valid and continuing security
         interest (as defined in the Relevant UCC) in the Receivables in favor
         of the Administrative Agent, which security interest is prior to all
         other Liens, and is enforceable as such as against creditors of and
         purchasers from the Transferor.

                  (ii) The Receivables constitute "accounts" or "payment
         intangibles" within the meaning of the Relevant UCC.

                  (iii) Prior to the transfer thereof to the Administrative
         Agent, the Transferor owned and had good and marketable title to the
         Receivables free and clear of any Lien, claim or encumbrance of any
         Person (other than Permitted Encumbrances).

                  (iv) The Transferor has caused the filing of all appropriate
         financing statements in the proper filing office in the appropriate
         jurisdictions under applicable law in order to perfect the security
         interest in the Receivables granted to the Administrative Agent
         hereunder.

                  (v) Other than the security interest granted to the
         Administrative Agent pursuant to this Agreement, the Transferor has not
         pledged, assigned, sold, granted a security interest in, or otherwise
         conveyed any of the Receivables.

                                       51


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  (vi) The Transferor has not authorized the filing of and is
         not aware of any financing statements against the Transferor that
         include a description of collateral covering the Receivables other than
         any financing statement relating to the security interest granted to
         the Administrative Agent hereunder or that has been terminated. The
         Transferor is not aware of any judgment or tax lien filings against the
         Transferor.

                  (b) The Collection Agent agrees to maintain the perfection and
priority of the security interest granted pursuant to this Agreement.

                  (c) The representations and warranties set forth in this
Section shall survive the transfer and assignment of the Receivables to the
Administrative Agent and the termination of this Agreement.

                  (d) With respect to this Section, no failure to exercise and
no delay in exercising, on the part of any Person, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

                                   ARTICLE X

                                  Miscellaneous

                  SECTION 10.01. Term of Agreement. This Agreement shall
terminate on the date following the Termination Date upon which the Net
Investment has been reduced to zero, and all accrued Discount, Servicing Fees
and all other Aggregate Unpaids have been paid in full, in each case, in cash;
provided, however, that (i) the rights and remedies of the Administrative Agent,
the CP Conduit Purchasers and the Committed Purchasers with respect to any
representation and warranty made or deemed to be made by the Transferor or the
Seller pursuant to this Agreement, (ii) the indemnification and payment
provisions contained herein and in the Asset Purchase Agreements, and (iii) the
agreements set forth in Sections 10.08 and 10.09 hereof, shall be continuing and
shall survive any termination of this Agreement.

                  SECTION 10.02. Waivers; Amendments.

                  (a) No failure or delay on the part of the Administrative
Agent, any CP Conduit Purchaser, any Funding Agent or any Committed Purchaser in
exercising any power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other further exercise thereof or the exercise of
any other power, right or remedy. The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law. Except
as otherwise provided in the Agreement, any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Required Committed Purchasers and, if such amendment is material,
the Rating Agencies, to the extent required by the terms and conditions of the
commercial paper program of any CP Conduit Purchaser, have provided Rating
Confirmations; provided, however, that no such amendment or waiver shall,
without the consent of each affected Committed Purchaser, (A) extend the
Termination Date or the date of any payment or deposit of Collections by the
Transferor or Collection Agent, (B) reduce the rate or extend the time of
payment of any interest or fees hereunder, (C) change the amount of a Committed
Purchaser's Pro Rata Share or Commitment, (D) consent to or permit the
assignment or transfer by the Transferor of any of its rights or obligations
under this Agreement, (E) amend or modify the definition of "Required Committed
Purchasers", "Percentage Factor", "Maximum Percentage Factor", "Interest
Coverage Ratio" or "Leverage Coverage Ratio" or any other defined term used in
such definitions, to the extent used in such definitions, (F) change any
reference herein, or in any other Transaction Document, to

                                       52


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

Eiffel, Eiffel Termination Event, Liberty, Liberty Termination Event, PARCO,
PARCO Termination Event, Redwood, Redwood Termination Event, Collateral Agent,
Collateral Agent Agreement, LAPA, Letter of Credit, Letter of Credit Agent,
Letter of Credit Agreement, Letter of Credit Providers, Commitment Expiry Date,
Liquidity Lenders, Liquidity Loans, Program Documents or Redwood LOC Draws or
(G) amend or modify this Section 10.02.

                  (b) So long as JPMorgan Chase or an affiliate thereof is one
of the agents under the Senior Credit Facility, any amendments or waivers
granted by the lenders (the "Revolver Lenders") under the Senior Credit Facility
which shall have the effect of waiving or amending Section 7.01(n) shall be
binding upon the parties to this Agreement for purposes of determining whether a
Termination Event has occurred provided that if any fees are paid to the
Revolver Lenders in consideration for such amendment or waiver, a proportionate
fee shall be concurrently paid to the Funding Agents for each CP Conduit
Purchaser or Committed Purchaser, as the case may be.

                  SECTION 10.03. Notices. Except as provided below, all
communications and notices provided for hereunder shall be in writing (including
telecopy or electronic facsimile transmission or similar writing) and shall be
given to the other party at its address or telecopy number set forth below or at
such other address or telecopy number as such party may hereafter specify for
the purposes of notice to such party. Each such notice or other communication
shall be effective (i) if given by telecopy, when such telecopy is transmitted
to the telecopy number specified in this Section 10.03 and confirmation is
received, (ii) if given by mail three (3) Business Days following such posting,
postage prepaid, U.S. certified or registered, (iii) if given by overnight
courier, one (1) Business Day after deposit thereof with a national overnight
courier service, or (iv) if given by any other means, when received at the
address specified in this Section 10.03. However, anything in this Section 10.03
to the contrary notwithstanding, the Transferor hereby authorizes the
Administrative Agent to effect Transfers, Tranche Period and Tranche Rate
selections based on telephonic notices made by any Person which the
Administrative Agent in good faith believes to be acting on behalf of the
Transferor. The Transferor agrees to deliver promptly to the Administrative
Agent a written confirmation of each telephonic notice signed by an authorized
officer of Transferor. However, the absence of such confirmation shall not
affect the validity of such notice. If the written confirmation differs in any
material respect from the action taken by the Administrative Agent, the records
of the Administrative Agent shall govern absent manifest error.

If to the CP Conduit Purchasers, to the address set forth on Schedule B (with a
copy to the Administrative Agent).

                  If to the Transferor:

                  CARCORP, Inc.
                  101 Convention Center Drive
                  Suite 850
                  Las Vegas, Nevada 89109
                  Attention:  Monte Miller
                  Telephone: (702) 387-0864
                  Telecopy:  (702) 598-3651

                  with a copy to:

                  James C. Zabriskie, Assistant Treasurer
                  Collins & Aikman Products Co.
                  250 Stephenson Highway
                  Troy, MI 48083



                                       53

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT




                  Telephone: (248) 733-4108
                  Telecopy: (248) 824-1532

                  with an additional copy to:

                  Lois Weinroth
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY 10038-4982
                  Telecopy:  (212) 806-5400

If to the Sellers, to the address set forth opposite such Seller's name on
Exhibit D to the Receivables Purchase Agreement or in the applicable Additional
Seller Supplement.

If to the Administrative Agent:

         JPMorgan Chase Bank
         450 West 33rd Street, 15th Floor
         New York, NY 10001
         Attention: Conduit Administration
         Telephone: 212) 946-7262
         Telecopy: (212) 946-8098
         E-mail: CPADMIN@Chase.com

         with a copy to:

         JPMorgan Services Inc.
         500 Stanton Christiana Road
         Newark, DE 19713
         Attention: Asset Finance Group/2CS
         Telephone: (302) 634-5494
         Telecopy: (302) 634-5490

If to the Committed Purchasers or the Funding Agents, at their respective
addresses set forth on Schedule B.

                  Notices and other communications to the Committed Purchasers,
the CP Conduit Purchasers and the Funding Agents hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Section 2 unless otherwise agreed by the Administrative Agent and
the applicable Committed Purchaser, CP Conduit Purchaser or Funding Agent. The
Administrative Agent or the Transferor may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications. No confirmations shall
be required with respect to notices sent electronically.

                  SECTION 10.04. Governing Law; Submission to Jurisdiction;
Integration.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties hereto
hereby submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York state court
sitting in The City of New York for purposes of all legal proceedings arising
out of or relating to this


                                       54
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT




Agreement or the transactions contemplated hereby. Each of the parties hereto
hereby irrevocably waives, to the fullest extent it may effectively do so, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Nothing in
this Section 10.04 shall affect the right of any party hereto to bring any
action or proceeding against any party hereto or its respective properties in
the courts of other jurisdictions.

                  (b) Each of the parties hereto hereby waives any right to have
a jury participate in resolving any dispute, whether sounding in contract, tort
or otherwise among any of them arising out of, connected with, relating to or
incidental to the relationship between them in connection with this Agreement or
the other Transaction Documents.

                  (c) This Agreement contains the final and complete integration
of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto
with respect to the subject matter hereof superseding all prior oral or written
understandings.

                  SECTION 10.05. Severability; Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                  SECTION 10.06. Successors and Assigns.

                  (a) This Agreement shall be binding on the parties hereto and
their respective successors and assigns; provided, however, that neither the
Transferor nor the Seller may assign any of its rights or delegate any of its
duties hereunder or under any of the other Transaction Documents to which it is
a party without the prior written consent of the Administrative Agent. No
provision of this Agreement shall in any manner restrict the ability of any CP
Conduit Purchaser or any Committed Purchaser to assign, participate, grant
security interests in, or otherwise transfer any portion of the Transferred
Interest as provided in this Section 10.06. Each CP Conduit Purchaser may
assign, participate, grant security interests in or otherwise transfer all or
any portion of the Transferred Interest to any Program Support Provider with
respect to such CP Conduit Purchaser without prior notice to or consent from any
other party or any other condition or restriction of any kind.

                  (b) Conduit Assignees. Each CP Conduit Purchaser may (or,
pursuant to Section 2.26(b)(ii), shall), from time to time with prior or
concurrent notice to the Transferor, the Funding Agent for such CP Conduit
Purchaser and the Administrative Agent, assign all or any portion of the CP
Conduit Purchaser's Interest with respect to such CP Conduit Purchaser (and its
related Committed Purchasers) and its rights and obligations under this
Agreement and any other Transaction Documents to which it is a party to a
Conduit Assignee with respect to such CP Conduit Purchaser. Upon such assignment
by a CP Conduit Purchaser to a Conduit Assignee, (A) the related administrative
or managing agent for such Conduit Assignee will act as the Funding Agent for
such Conduit Assignee hereunder, (B) such Conduit Assignee and its liquidity
support provider(s) and credit support provider(s) and other related parties
shall have the benefit of all the rights and protections provided to such CP
Conduit Purchaser and its related Committed Purchasers herein and in the other
Transaction Documents (including, without limitation, any limitation on recourse
against such Conduit Assignee), (C) such Conduit Assignee shall assume all of
such CP Conduit Purchaser's obligations hereunder or under any other Transaction
Document (whenever


                                       55
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

created, whether before or after such assignment) with respect to the assigned
portion of the CP Conduit Purchaser's Interest and such CP Conduit Purchaser
shall be released from all such obligations, (D) all distributions to such CP
Conduit Purchaser hereunder with respect to the assigned portion of the CP
Conduit Purchaser's Interest shall be made to such Conduit Assignee, (E) the
definition of the term "CP Rate" shall be determined on the basis of the
interest rate or discount applicable to commercial paper issued by such Conduit
Assignee (rather than such CP Conduit Purchaser), (F) the defined terms and
other terms and provisions of this Agreement and the other Transaction Documents
shall be interpreted in accordance with the foregoing, (G) if requested by the
Administrative Agent or administrative or managing agent with respect to the
Conduit Assignee, the parties will execute and deliver such further agreements
and documents (including amendments to this Agreement) and take such other
actions as the Administrative Agent or such administrative agent may reasonably
request to evidence and give effect to the foregoing and (H) Schedule B hereto
shall be deemed to be amended to reflect the CP Conduit Purchaser which became
party to this Agreement and the revised CP Conduit Funding Limits of the CP
Conduit Purchasers.

                  (c) Participations. Any Committed Purchaser may, with the
consent of the Administrative Agent and in the ordinary course of its business
and its accordance with applicable law, at any time sell to one or more Persons
(each, a "Participant") a participating interest in its rights and obligations
hereunder and under the Transaction Documents; provided, however, that each
Participant shall purchase an identical percentage in such selling Committed
Purchaser's Commitment, and Pro Rata Share of the Committed Purchaser Funded
Amount. Notwithstanding any such sale by a Committed Purchaser of participating
interest to a Participant, such Committed Purchaser's rights and obligations
under this Agreement shall remain unchanged, such Committed Purchaser shall
remain solely responsible for the performance hereof, and each CP Conduit
Purchaser and the Administrative Agent shall continue to deal solely and
directly with such Committed Purchaser in connection with such Committed
Purchaser's rights and obligations under this Agreement and the other
Transaction Documents. Each Committed Purchaser agrees that any agreement
between such Committed Purchaser and any such Participant in respect of such
participating interest shall not restrict such Committed Purchaser's right to
agree to any amendment, supplement, waiver or modification to this Agreement.

                  (d) Assignments.

                  (i) Any Committed Purchaser may at any time and from time to
time, upon the prior written consent of the related CP Conduit Purchaser and the
Administrative Agent, and, if the purchaser is not an Affiliate of the selling
Committed Purchaser, the prior written consent of the Transferor (which consent
shall not be unreasonably withheld), assign to one or more accredited investors
or other Persons ("Assignee(s)") all or any part of its rights and obligations
under this Agreement and the other Transaction Documents pursuant to a
supplement to this Agreement, substantially in the form of Exhibit K hereto
(each, a "Transfer Supplement"); provided, however, that (A) each Assignee shall
purchase an identical percentage in such selling Committed Purchaser's
Commitment and Pro Rata Share of the Committed Purchaser Funded Amount, (B) any
such assignment cannot be for an amount less than the lesser of (1) $5,000,000
and (2) such selling Committed Purchaser's Commitment or Pro Rata Share of the
Committed Purchaser Funded Amount (calculated at the time of such assignment)
and (C) each Purchaser must be (1) a financial institution incorporated in an
OECD country and rated at least A-1/P-1 (or the equivalent short-term ratio) by
the Rating Agencies and (2) a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933, as amended). In connection with a
Transfer Supplement entered into by a Committed Purchaser and an Assignee (and
satisfying the consent requirements set forth in the first sentence of this
clause (i)), the CP Conduit Purchaser related to such assigning Committed
Partner shall be permitted to assign all or a portion of its rights and
obligations under this Agreement (including, without limitation, its CP Conduit
Purchaser's Interests and, if applicable, its CP Conduit Funded Amount) to the
commercial paper conduit related to such Assignee. Upon the execution of any
Transfer Supplement, Schedule B hereto shall be deemed to be amended to



                                       56
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

reflect the Committed Purchaser and Funding Agent and, if applicable, the CP
Conduit Purchaser which became party to this Agreement and the revised
Commitments of the Committed Purchasers and, if applicable, the revised CP
Conduit Funding Limits of the CP Conduit Purchasers, as a result of such
Transfer Supplement.

                  (ii) Each of the Committed Purchasers agrees that in the event
that it shall cease to have short-term debt ratings at least equal other ratings
then assigned to the Commercial Paper by the Rating Agencies, or, if such
Committed Purchaser does not have short-term debt which is rated by the Rating
Agencies, in the event that the parent corporation of such Committed Purchaser
has rated short-term debt, such parent corporation ceases to have short-term
debt ratings at least equal to the ratings then assigned to the Commercial Paper
by the Rating Agencies (each, an "Affected Committed Purchaser"), such Affected
Committed Purchaser shall be obliged, at the request of the related CP Conduit
Purchaser and the Administrative Agent, to assign all of its rights and
obligations hereunder to (x) one or more other Committed Purchasers selected by
such CP Conduit Purchaser and the Administrative Agent which are willing to
accept such assignment, or (y) another financial institution having short-term
debt ratings at least equal to the ratings then assigned to the Commercial Paper
by the Rating Agencies nominated by the Administrative Agent and consented to by
such CP Conduit Purchaser (which consent shall not be unreasonably withheld) and
the Administrative Agent, and willing to participate in this facility through
the Commitment Expiry Date in the place of such Affected Committed Purchaser;
provided that (i) the Affected Committed Purchaser receives payment in full,
pursuant to a Pro Rata Share of the Committed Purchaser Funded Amount and any
other amounts due and owing to such Affected Committed Purchaser under this
Agreement and the other Transaction Documents and (ii) such nominated financial
institution, if not an existing Committed Purchaser, satisfies all the
requirements of this Agreement.

                  (iii) Upon (A) execution of a Transfer Supplement, (B)
delivery of an executed copy thereof to the related CP Conduit Purchaser and the
Administrative Agent, (C) payment, if applicable, by the Assignee to such
selling Committed Purchaser of an amount equal to the purchase price agreed
between such selling Committed Purchaser and the Assignee and (D) receipt by
such CP Conduit Purchaser of a Rating Confirmation, such selling Committed
Purchaser shall be released from its obligations hereunder to the extent of such
assignment and the Assignee shall, for all purposes, be a Committed Purchaser
party to this Agreement and shall have all the rights and obligations of a
Committed Purchaser under this Agreement to the same extent as if it were an
original party hereto, and no further consent or action by the CP Conduit
Purchasers, the Committed Purchasers or the Administrative Agent shall be
required. The amount of the assigned portion of the selling Committed
Purchaser's Pro Rata Share of the Committed Purchaser Funded Amount allocable to
the Assignee shall be equal to the Transferred Percentage (as defined in the
Transfer Supplement) of such selling Committed Purchaser's Pro Rata Share of the
Committed Purchaser Funded Amount which is transferred thereunder regardless of
the purchase price paid therefor. Such Transfer Supplement shall be deemed to
amend this Agreement to the extent, and only to the extent, necessary to reflect
the addition of the Assignee as a Committed Purchaser and the resulting
adjustment of the selling Committed Purchaser's Commitment arising from the
purchase by the Assignee of all or a portion of the selling Committed
Purchaser's rights, obligations and interest hereunder.

                  SECTION 10.07. Confidentiality.

                  (a) Each of the Transferor, the Collection Agent and C&A shall
maintain, and shall cause each officer, employee and agent of itself and its
Affiliates to maintain, the confidentiality of the Transaction Documents and all
other confidential proprietary information with respect to the CP Conduit
Purchasers, the Committed Purchasers, the Funding Agents and the Administrative
Agent and each of their respective businesses obtained by them in connection
with the structuring, negotiation and execution of the transactions contemplated
herein and in the other Transaction Documents, except for information that has
become publicly available, and provided that any such information may be
disclosed (i) to legal



                                       57
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

counsel, accountants and other professional advisors to the Transferor, the
Collection Agent, C&A and their respective Affiliates, (ii) as required by law,
regulation or legal process (including in connection with any registration
statement or other filing made with the Securities and Exchange Commission) or
(iii) in connection with any legal or regulatory proceeding to which the
Transferor, the Collection Agent, C&A or any of their respective Affiliates is
subject.

                  (b) Subject to paragraph (c) below, each of the CP Conduit
Purchasers, the Committed Purchasers, the Funding Agents and the Administrative
Agent shall maintain, and shall cause each officer, employee and agent of itself
and its Affiliates to maintain, the confidentiality of the Transaction Documents
and all other confidential proprietary information with respect to the
Transferor, the Sellers, C&A and their Affiliates and each of their respective
businesses obtained by them in connection with the structuring, negotiation and
execution of the transactions contemplated herein and in the other Transaction
Documents, except for information that has become publicly available, and
provided that any such information may be disclosed (i) to legal counsel,
accountants and other professional advisors to the CP Conduit Purchasers, the
Committed Purchasers, the Funding Agent, the Administrative Agent and their
respective Affiliates, (ii) as required by law, regulation or legal process or
(iii) in connection with any legal or regulatory proceeding to which the CP
Conduit Purchasers, the Committed Purchasers, the Funding Agent, the
Administrative Agent or any of their respective Affiliates is subject.

                  (c) Each of the Transferor, the Collection Agent and C&A
hereby consents to the disclosure of any nonpublic information with respect to
it received by any CP Conduit Purchaser, any Committed Purchaser, any Funding
Agent or the Administrative Agent to (i) any of the CP Conduit Purchasers,
Committed Purchasers, Funding Agents or the Administrative Agent, (ii) any
nationally recognized rating agency providing a rating or proposing to provide a
rating to the CP Conduit Purchasers' Commercial Paper, (iii) any placement agent
which proposes to offer and sell the CP Conduit Purchasers' Commercial Paper,
(iv) any provider of the CP Conduit Purchasers' program-wide liquidity or credit
support facilities, (v) any potential Committed Purchaser or (vi) any
Participant or potential Participant.

                  (d) In connection with any disclosure pursuant to paragraph
(c) above, each of the Administrative Agent, the CP Conduit Purchasers, the
Committed Purchasers and the Funding Agents shall advise any Person to whom it
discloses such information to maintain the confidentiality of such information
unless the prior written consent of C&A is obtained.

                  SECTION 10.08. No Bankruptcy Petition Against the CP Conduit
Purchasers. Each of the Transferor, the Collection Agent and C&A hereby
covenants and agrees that, prior to the date which is one year and one day after
the payment in full of all outstanding Commercial Paper or other indebtedness of
the CP Conduit Purchasers, it will not institute against, or join any other
Person in instituting against, the CP Conduit Purchasers any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.

                  SECTION 10.09. Limited Recourse. Notwithstanding anything to
the contrary contained herein, the obligations of the CP Conduit Purchasers
under this Agreement are solely the corporate obligations of the CP Conduit
Purchasers and, in the case of obligations of the CP Conduit Purchasers other
than Commercial Paper, shall be payable at such time as funds are actually
received by, or are available to, the CP Conduit Purchasers in excess of funds
necessary to pay in full all outstanding Commercial Paper and, to the extent
funds are not available to pay such obligations, the claims relating thereto
shall not constitute a claim against the CP Conduit Purchasers but shall
continue to accrue. Each party hereto agrees that the payment of any claim (as
defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party
shall be subordinated to the payment in full of all Commercial Paper.



                                       58
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  No recourse under any obligation, covenant or agreement of the
CP Conduit Purchasers contained in this Agreement shall be had against any
incorporator, stockholder, officer, director, member, manager, employee or agent
of the CP Conduit Purchasers, the Administrative Agent, or any of their
Affiliates (solely by virtue of such capacity) by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute or
otherwise; it being expressly agreed and understood that this Agreement is
solely a corporate obligation of the CP Conduit Purchasers, and that no personal
liability whatever shall attach to or be incurred by any incorporator,
stockholder, officer, director, member, manager, employee or agent of the CP
Conduit Purchasers, the Administrative Agent, or any of their Affiliates (solely
by virtue of such capacity) or any of them under or by reason of any of the
obligations, covenants or agreements of the CP Conduit Purchasers contained in
this Agreement, or implied therefrom, and that any and all personal liability
for breaches by the CP Conduit Purchasers of any of such obligations, covenants
or agreements, either at common law or at equity, or by statute, rule or
regulation, of every such incorporator, stockholder, officer, director, member,
manager, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of this Agreement; provided that the foregoing
shall not relieve any such Person from any liability it might otherwise have as
a result of fraudulent actions taken or fraudulent omissions made by them.

                  SECTION 10.10. Characterization of the Transactions
Contemplated by the Agreement.

                  (a) It is the intention of the parties that the transactions
contemplated hereby constitute (other than for tax purposes) the sale of the
Transferred Interest, conveying good title thereto free and clear of any Adverse
Claims (other than Permitted Encumbrances) to the CP Conduit Purchasers or the
Committed Purchasers, as the case may be, and that the Transferred Interest not
be part of the Transferor's estate in the event of an insolvency. If,
notwithstanding the foregoing, the transactions contemplated hereby should be
deemed a financing, the parties intend that the Transferor shall be deemed to
have granted to the Administrative Agent, on behalf of the CP Conduit Purchasers
and the Committed Purchasers, and the Transferor hereby grants to the
Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed
Purchasers, a first priority perfected and continuing security interest in all
of the Transferor's right, title and interest in, to and under the Receivables,
the Related Security, Collections and Proceeds with respect thereto, the Lockbox
Accounts, and all of the Transferor's rights under the Receivables Purchase
Agreement with respect to the Receivables and with respect to any obligations
thereunder of the Sellers with respect to the Receivables, and that this
Agreement shall constitute a security agreement under applicable law. The
Transferor hereby assigns to the Administrative Agent, on behalf of the CP
Conduit Purchasers and the Committed Purchasers, all of its rights and remedies
under the Receivables Purchase Agreement with respect to the Receivables and
with respect to any obligations thereunder of the Sellers with respect to the
Receivables. The Transferor agrees that it shall not give any consent or waiver
required or permitted to be given under the Receivables Purchase Agreement
without the prior consent of the Administrative Agent, such consent not to be
unreasonably withheld; provided, that in the event the Administrative Agent
gives any such consent, it shall promptly notify each Funding Agent of such
consent.

                  (b) It is the intention of the parties that the transactions
contemplated by the Receivables Transfer Agreement will create a debt obligation
of the Transferor for United States Federal, state and local income and
franchise tax purposes. Unless otherwise required by law, the parties agree to
treat the transactions accordingly for all such purposes.

                  SECTION 10.11. Waiver of Setoff. Each of the Administrative
Agent, the Funding Agents, the Transferor and the Collection Agent hereby waives
any right of setoff it may have or to which it may be entitled under this
Agreement from time to time against any CP Conduit Purchaser or its assets.

                  SECTION 10.12. JPMorgan Chase Conflict Waiver. JPMorgan Chase
acts as Administrative Agent and as Funding Agent for PARCO, as issuing and
paying agent for PARCO's




                                       59
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

Commercial Paper, as provider of other backup facilities for PARCO, and may
provide other services or facilities from time to time (the "JPMorgan Chase
Roles"). Without limiting the generality of Section 8.08, each of the parties
hereto hereby acknowledges and consents to any and all JPMorgan Chase Roles,
waives any objections it may have to any actual or potential conflict of
interest caused by JPMorgan Chase's acting as the Administrative Agent or as a
Committed Purchaser under the Asset Purchase Agreement with respect to PARCO and
acting as or maintaining any of the JPMorgan Chase Roles, and agrees that in
connection with any JPMorgan Chase Role, JPMorgan Chase may take, or refrain
from taking, any action which it in its discretion deems appropriate.

                  SECTION 10.13. CDC Conflict Waiver. CDC acts as Funding Agent
for Eiffel, as program administrator for Eiffel's Commercial Paper, as provider
of other backup facilities for Eiffel hereunder, and may provide other services
or facilities from time to time ("CDC Roles"). Each of the parties hereto hereby
acknowledges and consents to any and all the CDC Roles, waives any objections it
may have to any actual or potential conflict of interest caused by CDC's acting
as the Funding Agent for Eiffel and acting as or maintaining any of the CDC
Roles, and agrees that in connection with any CDC Role, CDC may take, or refrain
from taking, any action which it in its discretion deems appropriate.

                  SECTION 10.14. The Bank of Nova Scotia Conflict Waiver. The
Bank of Nova Scotia acts as Funding Agent for Liberty and as administrative
agent for Liberty, as issuing and paying agent for Liberty's Commercial Paper,
as provider of other backup facilities for Liberty hereunder, and may provide
other services or facilities from time to time ("The Bank of Nova Scotia
Roles"). Each of the parties hereto hereby acknowledges and consents to any and
all The Bank of Nova Scotia Roles, waives any objections it may have to any
actual or potential conflict of interest caused by The Bank of Nova Scotia's
acting as the Funding Agent for Liberty, acting as issuing and paying agent for
Liberty's Commercial Paper and acting as or maintaining any of The Bank of Nova
Scotia Roles, and agrees that in connection with any The Bank of Nova Scotia
Role, The Bank of Nova Scotia may take, or refrain from taking, any action which
it in its discretion deems appropriate.

                  SECTION 10.15. GE Capital Conflict Waiver. GE Capital acts as
Funding Agent for Redwood, as Redwood Collateral Agent, as Redwood Liquidity
Agent and as a Redwood Liquidity Lender and may provide other services or
facilities from time to time (the "GE Capital Roles"). Each of the parties
hereto hereby acknowledges and consents to any and all GE Capital Roles, waives
any objections it may have to any actual or potential conflict of interest
caused by GE Capital's acting as the Redwood Funding Agent or as a Redwood
Collateral Agent, Redwood Liquidity Lender or Redwood Liquidity Agent under the
Redwood Liquidity Loan Agreement and acting as or maintaining any of the GE
Capital Roles, and agrees that in connection with any GE Capital Role, GE
Capital may take, or refrain from taking, any action which it in its discretion
deems appropriate.

                  SECTION 10.16. Canadian Taxes. The Transferor represents and
warrants to the Administrative Agent and each Funding Agent for the benefit of
the Committed Purchasers and the CP Conduit Purchasers that it has not assumed
in any manner whatsoever any obligation of the Sellers under the Receivables
Purchase Agreement (i) to make collections and remittances in respect of any
Canadian goods and services tax, any Canadian provincial sales tax or any other
similar Canadian tax or (ii) to file any returns in respect of such taxes with
Canadian tax authorities and that it was not contemplated by either any Seller
under the Receivables Purchase Agreement or the Transferor that such obligation
was to be assumed by the Transferor. The parties hereto agree that none of the
Administrative Agent, the Committed Purchasers or the CP Conduit Purchasers are
assuming in any manner whatsoever any obligation of the Sellers under the
Receivables Purchase Agreement to collect such taxes, make such remittances and
file such returns, and that it is not contemplated by the parties hereto that
any such obligation is hereby assumed by the Committed Purchasers, the CP
Conduit Purchasers, the Administrative Agent or any Funding Agent. The
Transferor hereby indemnifies the Administrative Agent and each Funding Agent
for the benefit of the Committed Purchasers and the CP Conduit



                                       60
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

Purchasers and holds them harmless from and against any assessments, withholding
taxes, claims, or other demands for payment of such taxes by Canadian tax
authorities, as well as interest and penalties; provided that any payments made
by the Transferor pursuant to this subsection shall be made solely from funds
available to the Transferor which are not otherwise required to be applied to
the payment of any amounts pursuant to this Agreement (other than to the
Transferor), shall be non-recourse other than with respect to such funds, and
shall not constitute a claim against the Transferor to the extent that
insufficient funds exist to make such payment. It is understood that all of the
invoices in respect of the Receivables with Canadian Obligors of the Sellers
under the Receivables Purchase Agreement will bear the GST registration number
of such Seller.

                  SECTION 10.17. Liability of Funding Agents. Notwithstanding
any provision of this Agreement, (i) the Funding Agents shall not have any
obligations under the Receivables Transfer Agreement other than those
specifically set forth herein, and no implied obligations of the Funding Agents
shall be read into the Receivables Transfer Agreement; and (ii) in no event
shall the Funding Agents be liable under or in connection with the Receivables
Transfer Agreement for indirect, special, or consequential losses or damages of
any kind, including lost profits, even if advised of the possibility thereof and
regardless of the form of action by which such losses or damages may be claimed.
Neither the Funding Agents nor any of their directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct. Without limiting the
foregoing, a Funding Agent (a) may consult with legal counsel (including counsel
for the Administrative Agent), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (b) shall not be responsible to the Administrative
Agent, the Committed Purchasers, the Transferor, the Guarantor, any Seller or
the Collection Agent for any statements, warranties or representations (other
than their own respective statements) made in or in connection with this
Agreement or the other Transaction Documents, (c) shall not be responsible to
the Administrative Agent, the Committed Purchasers, the Guarantor, the
Transferor, any Seller or the Collection Agent for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Receivables
Transfer Agreement or the other Transaction Documents, (other than the legality,
validity, enforceability or genuineness of its own execution, authorization and
performance hereof and thereof), (d) shall incur no liability under or in
respect of any of the Commercial Paper or other obligations of the Committed
Purchasers under the Receivables Transfer Agreement or the other Transaction
Documents and (e) shall incur no liability under or in respect of the
Receivables Transfer Agreement or the other Transaction Documents by acting upon
any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by facsimile) believed by it to be genuine
and signed or sent by the proper party or parties. Notwithstanding anything else
herein or in the other Transaction Documents, it is agreed that where a Funding
Agent may be required under the Receivables Transfer Agreement or the other
Transaction Documents to give notice of any event or condition or to take any
action as a result of the occurrence of any event or the existence of any
condition, each Funding Agent agrees to give such notice or take such action
only to the extent that it has actual knowledge of the occurrence of such event
or the existence of such condition, and shall incur no liability for any failure
to give such notice or take such action in the absence of such knowledge.

                  SECTION 10.18. Limitation on the Termination of Sellers.
Notwithstanding anything to the contrary contained in the Receivables Purchase
Agreement, the Transferor shall not consent to any request made pursuant to
Section 9.3 thereof, nor shall any Seller which is the subject of such request
be terminated under the Receivables Purchase Agreement, in each case unless (i)
no Termination Event or Potential Termination Event (other than with respect to
the Seller to be so terminated) has occurred and is continuing (both before and
after giving effect to such termination) and (ii) the Administrative Agent and
the Funding Agents shall have received prior notice of such termination.





                                       61
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  SECTION 10.19. Supplemental Definitions. The definitions set
forth in Schedule G shall be considered supplemental definitions to the
Receivables Transfer Agreement for the benefit of the Eiffel and CDC in
connection with their related program documents; provided, that in the event of
any conflict between the meaning of a defined term set forth in Schedule G and
the meaning thereof otherwise set forth in the Receivables Transfer Agreement,
the latter meaning shall govern for purposes of the application of the
provisions of the Receivables Transfer Agreement.

                            [SIGNATURE PAGES FOLLOW]










                                       62
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Receivables Transfer Agreement as of the date first written
above.

                            CARCORP, INC., as Transferor


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            COLLINS & AIKMAN PRODUCTS CO., individually and as
                            Collection Agent


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            JPMORGAN CHASE BANK, as Administrative Agent


                            By:
                               -------------------------------------------------
                            Name:
                            Title:








                                       63
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                            PARK AVENUE RECEIVABLES CORPORATION, as CP
                            Conduit Purchaser


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            JPMORGAN CHASE BANK, as Committed Purchaser for Park
                            Avenue Receivables Corporation


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            JPMORGAN CHASE BANK, as Funding Agent for Park
                            Avenue Receivables Corporation


                            By:
                               -------------------------------------------------
                            Name:
                            Title:








                                       64
<PAGE>


                            EIFFEL FUNDING, LLC, as CP Conduit Purchaser


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            CDC FINANCIAL PRODUCTS INC., as Committed Purchaser
                            for Eiffel Funding, LLC


                            By:
                               -------------------------------------------------
                            Name:
                            Title:

                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            CDC FINANCIAL PRODUCTS INC., as Funding Agent for
                            Eiffel Funding, LLC


                            By:
                               -------------------------------------------------
                            Name:
                            Title:

                            By:
                               -------------------------------------------------
                            Name:
                            Title:





<PAGE>


                            LIBERTY STREET FUNDING CORP., as CP Conduit
                            Purchaser


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            THE BANK OF NOVA SCOTIA, as
                            Committed Purchaser for Liberty
                            Street Funding Corp.


                            By:
                               -------------------------------------------------
                            Name:
                            Title:


                            THE BANK OF NOVA SCOTIA, as Funding
                            Agent for Liberty Street Funding
                            Corp.


                            By:
                               -------------------------------------------------
                            Name:
                            Title:



<PAGE>


                            REDWOOD RECEIVABLES CORPORATION, as CP Conduit
                            Purchaser


                            By:
                               -------------------------------------------------
                            Name: Brian P. Schwinn
                            Title: Assistant Secretary


                            GENERAL ELECTRIC CAPITAL CORPORATION, as Committed
                            Purchaser for Redwood Receivables Corporation


                            By:
                               -------------------------------------------------
                            Name: Craig Winslow
                            Title: Duly Authorized Signatory


                            GENERAL ELECTRIC CAPITAL CORPORATION, as Funding
                            Agent for Redwood Receivables Corporation


                            By:
                               -------------------------------------------------
                            Name: Craig Winslow
                            Title: Duly Authorized Signatory





<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                                                                      SCHEDULE A



                                   Definitions

                  "Accounting Change" means any change in accounting principles
required by the promulgation of any rule, regulation, pronouncement or opinion
by the Financial Accounting Standards Board of the American Institute of
Certified Public Accountants or, if applicable, the Securities and Exchange
Commission or any analogous Official Body.

                  "Additional Seller Supplement" shall have the meaning
specified in Section 7.2(a) of the Receivables Purchase Agreement.

                  "Administrative Agent" shall mean JPMorgan Chase, as
administrative agent on behalf of the CP Conduit Purchasers, the Funding Agents
and the Committed Purchasers, and its permitted successors and assigns in such
capacity.

                  "Advance" shall have the meaning specified in Section 3.2(a)
of the Receivables Purchase Agreement.

                  "Advance Limit" shall have the meaning specified in Section
3.2(a) of the Receivables Purchase Agreement.

                  "Adverse Claim" shall mean a lien, security interest, charge
or encumbrance, or other right or claim in, of or on any Person's assets or
properties in favor of any other Person (including any UCC financing statement
or any similar instrument filed against such Person's assets or properties).

                  "Affected Committed Purchaser" shall have the meaning
specified in Section 10.06(d)(ii) of the Receivables Transfer Agreement.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. A Person shall be deemed to control
another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of voting stock, by contract or
otherwise; provided, however, that a Person shall not be deemed an Affiliate of
another Person solely by reason of an individual serving as an officer or
director of any Person; and provided further, that any Person other than C&A and
its Subsidiaries which, directly or indirectly, is controlled by Heartland
Industrial Partners shall not be deemed an Affiliate of C&A or any of its
Subsidiaries.

                  "Aggregate Commitment" shall mean, at any time, the sum of the
Commitments then in effect.

                  "Aggregate Unpaids" shall mean, at any time, an amount equal
to the sum of (i) the aggregate accrued and unpaid Discount at such time, (ii)
the Net Investment at such time, (iii) all Fees, (iv) all Indemnified Amounts,
amounts payable pursuant to Section 2.21 of the Receivables Transfer Agreement
and Indemnified Taxes and (v) all other amounts owed (whether due or accrued) by
the Transferor to the CP Conduit Purchasers and the Committed Purchasers at such
time.

                  "Applicable Margin" means, for any day:




                                      SA-1
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  (a) with respect to any BR Tranche, (i) for any date on or
         after December 20, 2001 to but excluding the first day after delivery
         of the financial statements of Collins & Aikman Corporation pursuant to
         the Senior Credit Facility for the fiscal quarter of Collins & Aikman
         Corporation ending June 30, 2002, 2.75% and (ii) for any date on or
         after the first day of delivery of financial statements referred to in
         the immediately preceding clause (i) above, the applicable margin for
         the BR Tranche set forth in the table below opposite the applicable
         level, in each case as of the last day of Collins & Aikman
         Corporation's fiscal quarter most recently ended as of such date
         (provided, that the Senior Credit Facility as in effect on the Original
         Closing Date, without giving effect to any amendments, supplements or
         other modifications to the Senior Credit Facility after the Original
         Closing Date, shall be used to compute the Leverage Ratio in the table
         below for the purpose of determining the Applicable Margin).

                  (b) with respect to any Eurodollar Tranche, (i) for any date
         on or after December 20, 2001 to but excluding the first day after
         delivery of the financial statements of Collins & Aikman Corporation
         pursuant to the Senior Credit Facility for the fiscal quarter of
         Collins & Aikman Corporation ending June 30, 2002, 3.75% and (ii) for
         any date on or after the first day of delivery of financial statements
         referred to in the immediately preceding clause (i) above, the
         applicable margin for the Eurodollar Tranche set forth in the table
         below opposite the applicable level, in each case as of the last day of
         Collins & Aikman Corporation's fiscal quarter most recently ended as of
         such date (provided, that the Senior Credit Facility as in effect on
         the Original Closing Date, without giving effect to any amendments,
         supplements or other modifications to the Senior Credit Facility after
         the Original Closing Date, shall be used to compute the Leverage Ratio
         in the table below for the purpose of determining the Applicable
         Margin).







                                      SA-2
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

<TABLE>
<CAPTION>

                     Ratios                        Eurodollar Tranche           BR Tranche
                                                   ------------------           ----------
<S>                                               <C>                          <C>
         Leverage Ratio greater than
         3.50:1.00 ("Level I")                           3.75%                    2.75%

         Leverage Ratio less than or equal to
         3.50:1.00 and greater than 3.00:1.00
         ("Level II")                                    3.50%                    2.50%

         Leverage Ratio less than or equal to
         3.00:1.00 and greater than 2.25:1.00
         ("Level III")                                   3.00%                    2.00%

         Leverage Ratio less than or equal to
         2.25:1.00 and greater than 2.00:1.00
         ("Level IV")                                    2.50%                    1.50%

         Leverage Ratio less than or equal to
         2.00:1.00 ("Level V")                           2.50%                    1.50%

</TABLE>

                  "Applicable Period" shall have the meaning specified in
Section 6.02(c) of the Receivables Transfer Agreement.

                  "Asset Purchase Agreement" shall mean, with respect to any CP
Conduit Purchaser, the asset purchase agreement, liquidity agreement or other
agreement among such CP Conduit Purchaser, the Funding Agent with respect to
such CP Conduit Purchaser and the Committed Purchaser with respect to such CP
Conduit Purchaser as the same may from time to time be amended, supplemented or
otherwise modified and in effect.

                  "Assignee" shall have the meaning specified in Section
10.06(d)(i) of the Receivables Transfer Agreement.

                  "Authorized Foreign Exchange Dealer" shall mean any foreign
exchange dealer authorized by applicable law to deal and engage in foreign
exchange transactions relating to Canadian Dollars selected by the Collection
Agent and reasonably acceptable to the Administrative Agent.

                  "Bankruptcy Code" shall have the meaning assigned to that term
in Section 3.01(v) of the Receivables Transfer Agreement.

                  "Base Rate" or "BR" shall mean, a rate per annum equal to the
greater of (i) the prime rate of interest announced by JPMorgan Chase from time
to time, changing when and as said prime rate changes (such rate not necessarily
being the lowest or best rate charged by JPMorgan Chase) or (ii) the sum of (a)
1.50% and (b) the rate equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day for such transactions received
by JPMorgan Chase from three (3) Federal funds brokers of recognized standing
selected by it.





                                      SA-3
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  "Beneficiaries" shall mean the CP Conduit Purchasers, the
Committed Purchasers, the Funding Agents and the Administrative Agent,
collectively.

                  "Benefit Plan" shall mean any employee benefit plan as defined
in Section 3(3) of ERISA in respect of which the Transferor, a Seller or any
ERISA Affiliate of the Transferor or a Seller is, or at any time during the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

                  "BR Tranche" shall mean a Tranche as to which Discount is
calculated at the Base Rate plus the Applicable Margin.

                  "BR Tranche Period" shall mean, with respect to a BR Tranche,
either (i) prior to the Termination Date, a period of up to thirty (30) days
requested by the Transferor and agreed to by a CP Conduit Purchaser, a Committed
Purchaser or the Funding Agent for such CP Conduit Purchaser or such Committed
Purchaser, as the case may be, commencing on a Business Day requested by the
Transferor and agreed to by the CP Conduit Purchaser, the Committed Purchaser or
the Funding Agent for such CP Conduit Purchaser or such Committed Purchaser, as
the case may be, or (ii) after the Termination Date, a period of one (1)
Business Day. If such BR Tranche Period would end on a day which is not a
Business Day, such BR Tranche Period shall end on the next succeeding Business
Day.

                  "Business Day" shall mean any day excluding Saturday, Sunday
and any day on which commercial banks in The City of New York are authorized or
required by law to close, and, when used with respect to the determination of
any Eurodollar Rate or any notice with respect thereto, any such day which is
also a day for trading by and between banks in the London interbank market in
United States dollar deposits.

                  "C&A" shall mean Collins & Aikman Products Co., a Delaware
corporation, and its permitted successors and assigns.

                  "Canada/Canadian Dollar Collection Account" shall have the
meaning specified in Section 2.13(a) of the Receivables Transfer Agreement.

                  "Canada/U.S. Dollar Collection Account" shall have the meaning
specified in Section 2.13(a) of the Receivables Transfer Agreement.

                  "Canadian Dollar Receivables" shall mean Receivables payable
in Canadian Dollars sold to the Transferor pursuant to the Receivables Purchase
Agreement.

                  "Canadian Dollar Seller Note" shall have the meaning specified
in Section 8.1 of the Receivables Purchase Agreement.

                  "Canadian Dollars" shall mean dollars in lawful currency of
Canada.

                  "Canadian Exchange Percentage" shall mean, at any date of
determination, the rate at which Canadian Dollars may be exchanged into United
States dollars (expressed as the percentage of Canadian Dollars per United
States dollars), as reported in The Wall Street Journal on the immediately
preceding Business Day. In the event that such rate does not appear in The Wall
Street Journal on such immediately preceding Business Day, the Canadian Exchange
Percentage shall be determined by reference to the relevant Bloomberg currency
page (or, if such rate does not appear on any Bloomberg currency page, on the
relevant page of the Reuters Monitor Money Rates Service) as of the close of
business of the immediately preceding Business Day. In the event that such rate
does not appear on any Bloomberg page or the relevant page of the Reuters
Monitor Money Rates Service, the Canadian




                                      SA-4
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


Exchange Percentage shall be determined by reference to such other publicly
available service for displaying exchange rates with respect to Canadian Dollars
as may be selected by the Administrative Agent, and prior to a Termination Event
or Potential Termination Event, which is not reasonably objected to by the
Transferor.

                  "Capitalized Lease" of a Person shall mean any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with GAAP consistently applied.

                  "Carrying Cost Reserve Ratio" shall mean, on any day, an
amount, expressed as a percentage, equal to (a) the product of (i) 2 times DSO
as of such day and (ii) the Base Rate in effect as of the last day of the prior
Settlement Period plus 2.75%, divided by (b) 365.

                  "CDC" shall mean CDC Financial Products Inc. in its individual
capacity, and its successors and assigns.

                  "CDC Roles" shall have the meaning specified in Section 10.13
of the Receivables Transfer Agreement.

                  "Change in Control" shall have the meaning specified in the
Senior Credit Facility.

                  "Charged-Off Receivables" shall mean, with respect to any
Settlement Period, all Receivables (or portions thereof) which, in accordance
with the Credit and Collection Policy, have or should have been written off
during such Settlement Period as uncollectible, including, without limitation,
the Receivables of any Obligor which becomes the subject of any voluntary or
involuntary bankruptcy proceeding.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

                  "Collateral Agent" shall mean GE Capital, in its capacity as
collateral agent pursuant to the Collateral Agent Agreement.

                  "Collateral Agent Agreement" shall mean that certain Third
Amended and Restated Collateral Agent and Security Agreement dated as of March
7, 2000, among Redwood, GE Capital, in its capacities as (a) the collateral
agent, (b) the operating agent, (c) the liquidity agent and (d) the letter of
credit agent, and the other parties signatory thereto.

                  "Collection Accounts" shall have the meaning specified in
Section 2.13(a) of the Receivables Transfer Agreement.

                  "Collection Agent" shall mean, at any time, the Person then
authorized pursuant to Section 6.01 of the Receivables Transfer Agreement to
service, administer and collect Receivables. The initial Collection Agent shall
be C&A.

                  "Collection Agent Default" shall have the meaning specified in
Section 6.07 of the Receivables Transfer Agreement.

                  "Collections" shall mean, with respect to any Receivable, all
cash collections and other cash proceeds of such Receivable, including, without
limitation, any Finance Charges, any cash proceeds of Related Security with
respect to such Receivable, and any amounts in respect of a Receivable deemed to
have been received pursuant to Section 2.10(a) or (b) of the Receivables
Transfer Agreement.






                                      SA-5
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  "Commercial Paper" shall mean the short-term promissory notes
of the CP Conduit Purchasers issued by the CP Conduit Purchasers in the
commercial paper market.

                  "Commitment" shall mean, with respect to any Committed
Purchaser, the amount specified as such on Schedule B to the Receivables
Transfer Agreement for such Committed Purchaser, as the same may be reduced from
time to time as provided in Section 2.07 of the Receivables Transfer Agreement.

                  "Commitment Expiry Date" shall initially mean with respect to
each Committed Purchaser, December 20, 2004, as extended from time to time with
respect to such Committed Purchaser pursuant to Section 2.26 of the Receivables
Transfer Agreement, and subject to termination pursuant to Section 10.01 of the
Receivables Transfer Agreement.

                  "Committed Purchaser Funded Amount" shall mean, with respect
to any Committed Purchaser for any day the excess, if any, of the portion of the
Net Investment funded by such Committed Purchaser and the related CP Conduit
Purchaser on such day over the CP Conduit Funded Amount of such CP Conduit
Purchaser for such day.

                  "Committed Purchasers" shall mean the banks and other
financial institutions identified as such on Schedule B to the Receivables
Transfer Agreement, as the same may be amended, supplemented or otherwise
modified and in effect from time to time.

                  "Commitment Percentage" shall mean, with respect to any
Committed Purchaser for a CP Conduit Purchaser, the ratio (expressed as a
percentage) of such Committed Purchaser's Commitment to the aggregate
Commitments of all Committed Purchasers for such CP Conduit Purchaser.

                  "Concentration Factor" shall mean, on any day with respect to
any Obligor and each Subsidiary of such Obligor, except for a Special Obligor
(other than as specified in the definition of Special Obligor Concentration
Factor), a percentage equal to the following:

                  (i) with respect to Receivables of any Obligor with short-term
         ratings (and any Subsidiary of such Obligor) or, if the Obligor does
         not have a short term rating from the applicable Rating Agency,
         long-term ratings, of at least A-1 or A by S&P, respectively, and at
         least P-1 or A2 by Moody's, respectively, 15%;

                  (ii) with respect to Receivables of any Obligor with
         short-term ratings (and any Subsidiary of such Obligor) or, if the
         Obligor does not have a short term rating from the applicable Rating
         Agency, long-term ratings, of at least A-2 or BBB+ by S&P,
         respectively, and at least P-2 or Baa1 by Moody's, respectively, 12%;

                  (iii) with respect to Receivables of any Obligor which does
         not have a short term rating from the applicable Rating Agency (and any
         Subsidiary of such Obligor), but has a long-term rating of at least
         BBB- by S&P and at least Baa3 by Moody's, 6%;

                  (iv) with respect to Receivables of any Obligor with
         short-term ratings (and any Subsidiary of such Obligor) or, if the
         Obligor does not have a short term rating from the applicable Rating
         Agency, long-term ratings, below A-2 or BBB- by S&P, respectively, and
         below P-2 or Baa3 by Moody's, respectively, 3%; and

                  (v) with respect to Receivables of any Obligor with no
         short-term or long-term ratings by S&P and Moody's (and any Subsidiary
         of such Obligor), 3%.




                                      SA-6
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


The Concentration Factor for Obligors with split ratings shall be determined
based upon the lower of the two ratings.

                  "Conduit Assignee" shall mean, with respect to any CP Conduit
Purchaser, any commercial paper conduit that issues commercial paper rated at
least A-1 by S&P and P-1 by Moody's, administered by the Funding Agent with
respect to such CP Conduit Purchaser and designated by such Funding Agent to
accept an assignment from such CP Conduit Purchaser of such CP Conduit
Purchaser's rights and obligations pursuant to Section 10.06(b) of the
Receivables Transfer Agreement.

                  "Consent Date" shall have the meaning specified in Section
2.26(a) of the Receivables Transfer Agreement.

                  "Contract" shall mean a written agreement or invoice, pursuant
to or under which an Obligor shall be obligated to pay for merchandise purchased
or services rendered by the related Seller (or, in the case of the Dyers
Receivables, Dyers) and including all items and provisions incorporated or
implied by applicable law, including, without limitation, the Relevant UCC.

                  "Contributed Receivables" shall have the meaning specified in
Section 3.2(b) of the Receivables Purchase Agreement.

                  "CP Conduit Funded Amount" means, with respect to any CP
Conduit Purchaser for any day, the aggregate portion of the Net Investment
funded by such CP Conduit Purchaser through the issuance of Commercial Paper
outstanding on such day.

                  "CP Conduit Funding Limit" means, with respect to any CP
Conduit Purchaser, the amount set forth opposite such CP Conduit Purchaser's
name on Schedule B to the Receivables Transfer Agreement, as the same may be
reduced from time to time as provided in Section 2.07 of the Receivables
Transfer Agreement.

                  "CP Conduit Purchasers" shall mean the Persons identified as
such on Schedule B to the Receivables Transfer Agreement, as the same may be
amended, supplemented or otherwise modified and in effect from time to time.

                  "CP Conduit Purchaser's Interest" shall mean, on any day, with
respect to any CP Conduit Purchaser, the beneficial interest of such CP Conduit
Purchaser in the Receivables and Related Security and Collections and Proceeds
thereof, which beneficial interest shall equal the product of (i) the Percentage
Factor on such day, (ii) the Outstanding Balance of all Receivables and (iii)
the percentage equivalent of a fraction, the numerator of which is the CP
Conduit Funded Amount of such CP Conduit Purchaser and the denominator of which
is the Net Investment.

                  "CP Conduit Purchaser's Termination Event" shall mean, (i) in
the case of PARCO, a PARCO Termination Event, (ii) in the case of Eiffel, an
Eiffel Termination Event, (iii) in the case of Liberty, a Liberty Termination
Event, (iv) in the case of Redwood, a Redwood Termination Event or (v) in the
case of any Conduit Assignee or other Person who becomes a CP Conduit Purchaser
after the Restatement Date, the "CP Conduit Purchaser's Termination Event"
specified in the agreement by which such Person becomes a party to the
Receivables Transfer Agreement.

                  "CP Rate" shall mean, (a) with respect to any CP Tranche
funded or maintained by any Match Funding CP Conduit Purchaser during any CP
Tranche Period, the rate equivalent to the weighted average of (i) the discount
rate (or if more than one discount rate, the weighted average of the discount
rates) at which Commercial Paper having a term equal to such CP Tranche Period
can be sold by any placement agent or commercial paper dealer selected by such
Match Funding CP Conduit Purchaser,



                                      SA-7
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT



converted to an annual yield-equivalent rate on the basis of a 360-day year,
which rates shall include placement agent and dealer fees and commissions and
(ii) the annual interest rate (or if more than one rate, the weighted average of
the annual interest rates) payable by such Match Funding CP Conduit Purchaser on
interest-bearing Commercial Paper having a term equal to such CP Tranche Period,
on the basis of a 360-day year, which rates shall include placement agent and
dealer fees and commissions, and (b) with respect to any CP Conduit Funded
Amount funded or maintained by any Pooled Funding CP Conduit Purchaser during
any CP Tranche Period, the rate equivalent to the weighted average of (i) the
weighted average of the discount rates on all of such Pooled Funding CP Conduit
Purchaser's Commercial Paper issued at a discount and outstanding during such
Tranche Period, converted to an annual yield-equivalent rate on the basis of a
360-day year, which rates shall include placement agent and dealer fees and
commissions, and (ii) the weighted average of the annual interest rates payable
by such Pooled Funding CP Conduit Purchaser on all interest-bearing Commercial
Paper outstanding during such Tranche Period, on the basis of a 360-day year,
which rates shall include placement agent and dealer fees and commissions;
provided, that to the extent that such CP Tranche is funded by a specific
issuance of such Pooled Funding CP Conduit Purchaser's Commercial Paper, the "CP
Rate" may, in such Pooled Funding CP Conduit Purchaser's sole discretion, equal
the rate or weighted average of the rates applicable to such issuance; provided,
further, that to the extent that any CP Conduit Purchaser is making purchases
hereunder not funded by the issuance of Commercial Paper, the "CP Rate" for such
CP Conduit Purchaser shall then equal the rate of borrowing applicable to it
under one or more agreements with its respective Program Support Provider.

                  "CP Tranche" shall mean a Tranche as to which Discount is
calculated at the CP Rate.

                  "CP Tranche Period" shall mean, (a) for any Match Funding CP
Conduit Purchaser, with respect to a CP Tranche, a period of days not to exceed
90 days commencing on a Business Day requested by the Transferor and agreed to
by such Match Funding CP Conduit Purchaser pursuant to Section 2.03 of the
Receivables Transfer Agreement; provided that if a CP Tranche Period would end
on a day which is not a Business Day, such CP Tranche Period shall end on the
next succeeding Business Day, and (b) for any Pooled Funding CP Conduit
Purchaser, with respect to a CP Tranche, each calendar month, provided that on
or after the Termination Date, each Pooled Funding CP Conduit Purchaser (or the
Funding Agent with respect to such Pooled Funding CP Conduit Purchaser) shall
select all Tranche Periods.

                  "Credit and Collection Policy" shall mean the Sellers' credit
and collection policy or policies relating to Contracts and Receivables existing
on the Original Closing Date and referred to in Exhibit A attached to the
Receivables Transfer Agreement, as amended, supplemented or otherwise modified
and in effect from time to time in compliance with Section 5.02(c) of the
Receivables Transfer Agreement.

                  "Credit Default Swap" shall mean (i) the credit default swap
dated as of December 20, 2001 between the Transferor and an Eligible
Counterparty with respect to the payment obligations of DaimlerChrysler AG under
Receivables sold to the Transferor, (ii) the credit default swap dated as of
December 20, 2001 between the Transferor and an Eligible Counterparty with
respect to the payment obligations of General Motors Corporation under
Receivables sold to the Transferor, (iii) the credit default swap dated as of
December 20, 2001 between the Transferor and an Eligible Counterparty with
respect to the payment obligations of Ford Motor Company under Receivables sold
to the Transferor, and (iv) any other credit default swap entered into by the
Transferor with respect to payment obligations of any Obligor in respect of the
related Receivables, in each case which shall be satisfactory in form,
substance, amount and in all other respects to the Administrative Agent and each
Committed Purchaser, as the same may from time to time be modified,
supplemented, amended, extended or replaced as consented to by the
Administrative Agent, each Funding Agent and each Committed Purchaser.




                                      SA-8
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  "Daily Report" shall mean a Deposit Report delivered on each
Business Day pursuant to Section 2.12 of the Receivables Transfer Agreement.

                  "Deemed Collections" shall mean any Collections on any
Receivable deemed to have been received pursuant to Section 2.10(a) or (b) of
the Receivables Transfer Agreement.

                  "Default Ratio" shall mean, as of the last day of each
Settlement Period, the percentage equivalent of a fraction, the numerator of
which shall be the sum of (a) the aggregate unpaid balance of Receivables that
were 91 to 120 days past due and (b) the aggregate amount of Receivables that
were charged off as uncollectible or which, in accordance with the Credit and
Collection Policy, should be written off as uncollectible, in each case prior to
the day that is 121 days after its original due date during such Settlement
Period, and the denominator of which shall be the aggregate amount of all
Receivables originated (or, in the case of the Dyers Receivables, acquired) by
the Sellers during the fifth prior Settlement Period (including the Settlement
Period ended on such day).

                  "Defaulted Receivable" shall mean a Receivable: (i) as to
which any payment, or part thereof, remains unpaid for more than 91 days from
the original due date for such Receivable; (ii) as to which an Event of
Bankruptcy has occurred and is continuing with respect to the Obligor thereof;
(iii) which has been identified by the Transferor, the Seller or the Collection
Agent as uncollectible; or (iv) which, in accordance with the Credit and
Collection Policy, should be written off as uncollectible.

                  "Delinquency Ratio" shall mean, on any day, a fraction the
numerator of which is the aggregate principal amount of all Delinquent
Receivables as of the end of the preceding Settlement Period and the denominator
of which is the aggregate principal amount of all outstanding Receivables as of
the end of the preceding Settlement Period.

                  "Delinquent Receivable" shall mean a Receivable as to which
any payment, or part thereof, remains unpaid for more than 61 days past its
original due date.

                  "Deposit Account" shall have the meaning specified in Section
2.05 of the Receivables Transfer Agreement.

                  "Deposit Report" shall mean a written report substantially in
the form attached hereto as Exhibit D-1.

                  "Diluted Receivable" shall mean, any Receivable which is the
subject of a reduction or cancellation as a result of any defective, rejected or
returned merchandise or services and all credits, rebates, discounts, disputes,
warranty claims, repossessed or returned goods, charge backs, allowances, other
dilutive factors and any other billing or other adjustment (whether effected
through the granting of credits against the applicable Receivables or by the
issuance of a check or other payment in respect of (and as payment for) such
reduction or cancellation) but excluding adjustments, reductions, or
cancellations in respect of the Obligor's bankruptcy or insolvency.

                  "Dilution Adjustments" shall mean, collectively, the
adjustments, cancellations and reductions described in the definition of
"Diluted Receivable."

                  "Dilution Horizon" shall mean the number of days from the
invoicing of a Receivable until a Dilution Adjustment with respect to such
Receivable is issued by a Seller or a Seller receives notice that a Dilution
Adjustment will have to be issued in respect of such Receivable.

                  "Dilution Horizon Factor" shall mean (i) for the period from
the Original Closing Date until the July 2002 Settlement Date, 2.52 and (ii) for
any six-month period thereafter (beginning and




                                      SA-9
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

ending on a Settlement Date) a fraction, the numerator of which is the dollar
weighted average Dilution Horizon of the Sellers (based upon the Dilution
Adjustment of the selected Receivables) in the prior six-month period, or in the
case of the July 2002 to January 2003 period the last four Settlement Periods
prior to such period (which shall be calculated by the Collection Agent, in
accordance with its past procedures for such calculations), and the denominator
of which is 30; provided however, that if the Dilution Horizon Factor for any
period is less than the Dilution Horizon Factor for the immediately preceding
period, then the actual Dilution Horizon Factor for such current period shall be
recalculated to equal a fraction, the numerator of which is equal to the average
of the numerators used to calculate the Dilution Horizon Factor for such
immediately preceding period and such current period and the denominator of
which is 30.

                  "Dilution Period" shall mean as of any Settlement Date and
continuing until (but not including) the next Settlement Date, the quotient of
(i) the product of (A) the principal amount of Receivables originated (or, in
the case of the Dyers Receivables, acquired) by the Sellers during the
Settlement Period immediately preceding such earlier Settlement Date and (B) the
Dilution Horizon Factor divided by (ii) the Net Receivables Balance as of the
last day of the Settlement Period preceding such earlier Settlement Date.

                  "Dilution Ratio" shall mean, as of the last day of each
Settlement Period, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount of Dilution Adjustments (excluding any Dilution
Adjustments made to Excluded Diluted Receivables) arising during such Settlement
Period and the denominator of which is the aggregate principal amount of all
Receivables originated (or, in the case of the Dyers Receivables, acquired) by
the Sellers during the Settlement Period immediately preceding the Settlement
Period ended on such day.

                  "Dilution Reserve Ratio" shall mean, as of any Settlement
Date, and continuing until (but not including) the next Settlement Date, an
amount (expressed as a percentage) that is calculated as follows:

                      DRR = [(C x D) + [(E-D) x (E/D)]] x F

Where:

DRR           =         Dilution Reserve Ratio;

C             =         2.0;

D             =         the twelve-month rolling average of the Dilution Ratio
                        that occurred during the period of twelve consecutive
                        Settlement Periods ending immediately prior to such
                        earlier Settlement Date;

E             =         the highest Dilution Ratio that occurred during the
                        period of twelve consecutive Settlement Periods ending
                        prior to such earlier Settlement Date; and

F             =         the Dilution Period.

                  "Discount" means, with respect to any Tranche Period:


                                 (TR x TNI x AD)
                        -------------------------------
                                       YD



                                     SA-10
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

Where:

TR             =       the Tranche Rate applicable to such Tranche Period;

TNI            =       the portion of the Net Investment allocated to such
                       Tranche Period;

AD             =       the actual number of days during such Tranche Period; and

YD             =       either (i) if the Tranche Rate is the CP Rate or the
                       Eurodollar Rate, 360 or (ii) if the Tranche Rate is the
                       Base Rate, 365 or 366, as applicable.

provided, however, that no provision of the Receivables Transfer Agreement shall
require the payment or permit the collection of Discount in excess of the
maximum amount permitted by applicable law; and provided, further, that Discount
shall not be considered paid by any distribution if, at any time, such
distribution is rescinded or must be returned for any reason.

                  "Discount Percentage" shall mean, on any date, the percentage
obtained from the following formula:

                             100% - (A + B + C + D)

all determined by the Transferor as of the related Transfer Date,

Where

A =          The ratio, as of such Transfer Date, obtained by dividing (a)
             Charged-Off Receivables (net of recoveries in respect of
             Charged-Off Receivables) during the six-fiscal month period
             immediately preceding the Settlement Date most recently preceding
             such Transfer Payment Date by (b) the aggregate amount of
             Collections during the six-fiscal month period immediately
             preceding the Settlement Date most recent to such Transfer Date
             (the "Adjusted Loss Reserve Percentage").

B =          The amount, as of such Transfer Date, obtained by dividing (a)
             the product of (i) 1.5, (ii) the average of the DSO for the three
             Settlement Dates most recent to such Transfer Date and (iii) the
             Base Rate as of the Settlement Date most recent to such Transfer
             Date by (b) 365 (the "Adjusted Carrying Cost Reserve Percentage").

C =          The product of (i) the Servicing Fee Percentage and (ii) 1.5
             times the average DSO for the three Settlement Dates immediately
             preceding such Transfer Date divided by (iii) 365.

D =          The amount of 1/10 of 1%, which reflects the cost of the
             Transferor's overhead, including costs of processing the purchase
             of Receivables and other normal operation costs and a reasonable
             profit margin (the "Processing Expense Reserve Percentage").

                  None of the elements of the above-referenced formula, in
respect of any purchase of Receivables, will be adjusted following the related
Transfer Date.

                  With respect to each calculation set forth above with respect
to a Settlement Date, such calculation as calculated on such Settlement Date and
included in the applicable Settlement Statement shall remain in effect from and
including the related Settlement Date to but excluding the following Settlement
Date.




                                     SA-11
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  For the initial Settlement Period, the Discount Percentage
will be 98%.

                  "Dismissal Period" shall mean, with respect to any Event of
Bankruptcy, the continuance, undismissed, unstayed and in effect, of a related
proceeding for a period of sixty (60) consecutive days.

                  "DSO" shall mean, on any Settlement Date, the number of
calendar days equal to the product of (a) 91 and (b) the amount obtained by
dividing (i) the Net Receivables Balance as of the last day of the immediately
preceding Settlement Period by (ii) the aggregate balance of Receivables which
arose during the three (3) consecutive Settlement Periods immediately preceding
such Settlement Date, which calculation shall remain in effect until the next
succeeding Settlement Date for all purposes of the Receivables Transfer
Agreement.

                  "Dyers" shall mean Western Avenue Dyers, L.P., a Delaware
limited partnership.

                  "Dyers Receivable" shall mean a Receivable acquired by C&A
from Dyers, prior to the Original Closing Date.

                  "Early Collection Fee" shall mean, for any Tranche Period
during which the portion of the Net Investment that was allocated to such
Tranche Period is reduced for any reason whatsoever, the excess, if any, of (i)
the additional Discount that would have accrued during such Tranche Period if
such reductions had not occurred, minus (ii) the income, if any, received by the
recipient of such reductions from investing the proceeds of such reductions.

                  "Eiffel" shall mean Eiffel Funding, LLC.

                  "Eiffel Termination Event" shall mean that the providers of
Eiffel's program liquidity and/or letter of credit facilities shall have given
notice that an event of default has occurred and is continuing under their
respective agreements with Eiffel.

                  "Eligible Counterparty" shall mean a Counterparty with
commercial paper or short-term deposit ratings of at least A-1 or P-1.

                  "Eligible Obligor" shall mean any Obligor (i) as to which not
more than 25% of the aggregate Receivables relating thereto are more than 60
days past their original due date, (ii) as to which, if the aggregate
Receivables of such Obligor exceed 15% of the then aggregate Eligible
Receivables, such aggregate Receivables are covered by a Credit Default Swap,
(iii) that is not an Official Body or an Affiliate of any of the parties to the
Receivables Transfer Agreement, and (iv) that is not the subject of an Event of
Bankruptcy (without giving effect to any Dismissal Period).

                  "Eligible Receivable" shall mean, at any time, any Receivable:

         (1)      which (a) has been originated by a Seller or is a Dyer
                  Receivable and (b) has been sold to the Transferor pursuant to
                  and in accordance with the Receivables Purchase Agreement, and
                  to which the Transferor has good title thereto, free and clear
                  of any Adverse Claims (other than Permitted Encumbrances);

         (2)      which (together with the Collections and Related Security
                  related thereto) has been the subject of either (A) a valid
                  sale and assignment from the Transferor to the Administrative
                  Agent, on behalf of the CP Conduit Purchasers and the
                  Committed Purchasers, of all of the Transferor's right, title
                  and interest therein or (B) the grant of a first priority
                  perfected security interest therein (and in the Collections
                  and Related



                                     SA-12
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  Security related thereto), in each case free and clear of all
                  liens and effective until the termination of the Receivables
                  Transfer Agreement.

         (3)      the Obligor of which is an Eligible Obligor;

         (4)      the Obligor of which is a United States resident; provided,
                  however, that Receivables the Obligors of which are resident
                  in Canada shall be deemed to be Eligible Receivables (x) if
                  such Receivables would otherwise be Eligible Receivables and
                  (y) only to the extent the aggregate principal amount of such
                  Receivables does not exceed 20.0% of the Outstanding Balance
                  of all Eligible Receivables;

         (5)      which is not a Delinquent Receivable or a Defaulted
                  Receivable;

         (6)      which (A) arises pursuant to a Contract with respect to which
                  the Seller has performed all obligations required to be
                  performed by it thereunder, including, without limitation,
                  shipment of the merchandise and/or the performance of the
                  services purchased thereunder; and (B) according to the
                  Contract related thereto, has been billed and is required to
                  be paid in full within 60 days of the original billing date
                  therefor in accordance with the terms of the applicable
                  Contract;

         (7)      which is an account receivable representing all or part of the
                  sales price of merchandise, insurance or services within the
                  meaning of Section 3(c) of the Investment Company Act of 1940,
                  as amended or is an "eligible asset" as defined in Rule 3a-7
                  under the Investment Company Act of 1940, as amended;

         (8)      which is (A) an "account" within the meaning of Section
                  9-102(a)(2) of the Relevant UCC or (B) a "general intangible"
                  within the meaning of Section 9-102(a)(42) of the Relevant
                  UCC;

         (9)      which is denominated and required to be settled only in United
                  States dollars or Canadian Dollars in the United States or
                  Canada, provided that if (A) the Required Currency Hedge is
                  not in place or (B) a Counterparty ceases to be an Eligible
                  Counterparty, then such Receivables shall not be Eligible
                  Receivables (except that if such Counterparty is no longer an
                  Eligible Counterparty as a result of such Counterparty's
                  commercial paper or short-term deposit ratings not being at
                  least A-1 or P-1, but such ratings are not lower than A-2 or
                  P-2, respectively, and such Counterparty is to be replaced
                  with an Eligible Counterparty in accordance with Section
                  5.01(r), then such Receivables shall be Eligible Receivables
                  during the 30-day period referred to in Section 5.01(r)); and
                  provided, further that if the Required Currency Hedge is for a
                  notional amount less than the Required Hedge Notional Amount,
                  then the principal amount of Canadian Dollar Receivables
                  included as Eligible Receivables will be limited to the actual
                  notional amount of the Required Currency Hedge calculated
                  using the Valuation Price;

         (10)     which arises under a Contract that, together with the
                  Receivable related thereto, is in full force and effect and
                  constitutes the legal, valid and binding obligation of the
                  related Obligor, enforceable against such Obligor in
                  accordance with its terms and is not subject to any
                  litigation, dispute, offset (including, without limitation,
                  with respect to any amounts owed by C&A or any Seller to
                  Johnson Controls, Inc.), counterclaim or other defense other
                  than unexpired volume or pricing discounts or rebates to which
                  the obligor thereon may be entitled, provided that only such
                  portion of such receivable subject to any such dispute,
                  offset, counterclaim or defense shall be deemed ineligible
                  under this criterion;



                                     SA-13
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


         (11)     which, together with the Contract related thereto, does not
                  contravene in any material respect any laws, rules or
                  regulations applicable thereto (including, without limitation,
                  laws, rules and regulations relating to truth in lending, fair
                  credit billing, fair credit reporting, equal credit
                  opportunity, fair debt collection practices and privacy) and
                  with respect to which no part of the Contract related thereto
                  is in violation of any such law, rule or regulation in any
                  material respect;

         (12)     which (A) satisfies all applicable requirements of the Credit
                  and Collection Policy, (B) is assignable without the consent
                  of, or notice to, the Obligor thereunder and (C) complies with
                  such other reasonable criteria and requirements as the
                  Administrative Agent may, in accordance with any changes to
                  Rating Agency criteria, from time to time specify to the
                  Transferor following five (5) days' notice;

         (13)     which was originated in the ordinary course of the Seller's
                  business;

         (14)     the Obligor of which has been directed to make all payments to
                  a specified account of the Transferor with respect to which
                  there shall be a Lockbox Agreement in effect;

         (15)     the assignment of which under the Receivables Purchase
                  Agreement by the Seller to the Transferor and the assignment
                  of which under the Receivables Transfer Agreement by the
                  Transferor to the CP Conduit Purchasers and the Committed
                  Purchasers does not violate, conflict with or contravene any
                  applicable laws, rules, regulations, orders or writs or any
                  contractual or other restriction, limitation or encumbrance
                  and does not require the consent of any Person that has not
                  been obtained;

         (16)     which has not been compromised, adjusted or modified for
                  credit reasons (including by the extension of time for payment
                  or the granting of any discounts, allowances or credits),
                  provided that only such portion of such receivable that has
                  been so compromised, adjusted or modified shall be deemed
                  ineligible pursuant to this criterion; and

         (17)     which, if purchased with proceeds of Commercial Paper, would
                  constitute a "current transaction" within the meaning of
                  Section 3(a)(3) of the Securities Act of 1933, as amended.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, supplemented or otherwise modified and in effect from time
to time, and the rules and regulations promulgated thereunder.

                  "ERISA Affiliate" shall mean, with respect to any Person, (i)
any corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code (as in effect from time to
time, the "Code")) as such Person; (ii) a trade or business (whether or not
incorporated) under common control (within the meaning of Section 414(c) of the
Code) with such Person; or (iii) a member of the same affiliated service group
(within the meaning of Section 414(m) of the Code) as such Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above.

                  "ERISA Event" shall mean any of the following: (i) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (ii) the receipt by such Person or any ERISA Affiliate from the Pension
Benefit Guaranty Corporation or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (iii) the incurrence by such Person or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or




                                     SA-14
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


Multiemployer Plan; (iv) any "reportable event" as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Plan (unless either
(x) the 30-day notice period is waived or (y) the event is described in Pension
Benefit Guaranty Corporation Regs. Sections 4043.29, 4043.30, 4043.31 or
4043.32, and (A) no increase in unfunded vested benefits of a Plan or
termination of a Plan occurs or could reasonably be expected to occur as a
result and (B) the transaction involved is not described in Section 4069 or
4212(c) of ERISA), (v) the incurrence by such Person or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan or (vi) the receipt by such Person or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from such
Person or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Eurodollar Rate" shall mean, with respect to any Eurodollar
Tranche Period, a rate per annum equal to the sum (rounded upwards, if
necessary, to the next higher 1/100 of 1%) of (A) the rate obtained by dividing
(i) the applicable LIBOR Rate by (ii) a percentage equal to 100% minus the
reserve percentage used for determining the maximum reserve requirement as
specified in Regulation D of the Board of Governors of the Federal Reserve
System of the United States (or any successors) or in any regulations of any
other Official Body having jurisdiction with respect thereto (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
that is applicable during such Eurodollar Tranche Period in respect of
eurocurrency or eurodollar funding, lending or liabilities (or, if more than one
percentage shall be so applicable, the daily average of such percentage for
those days in such Eurodollar Tranche Period during which any such percentage
shall be applicable) plus (B) the then daily net annual assessment rate (rounded
upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the
Administrative Agent for determining the current annual assessment payable to
the Federal Deposit Insurance Corporation in respect of eurocurrency or
eurodollar funding, lending or liabilities.

                  "Eurodollar Tranche" shall mean a Tranche as to which Discount
is calculated at the Eurodollar Rate plus the Applicable Margin.

                  "Eurodollar Tranche Period" shall mean, with respect to a
Eurodollar Tranche, prior to the Termination Date, a period of up to three (3)
months requested by the Transferor and agreed to by a CP Conduit Purchaser, a
Committed Purchaser or the Funding Agent for such CP Conduit Purchaser or such
Committed Purchaser commencing on a Business Day requested by the Transferor and
agreed to by the CP Conduit Purchaser, the Committed Purchaser or the Funding
Agent for such CP Conduit Purchaser or such Committed Purchaser; provided,
however, that if such Eurodollar Tranche Period would expire on a day which is
not a Business Day, such Eurodollar Tranche Period shall expire on the next
succeeding Business Day; provided, further, that if such Eurodollar Tranche
Period would expire on (a) a day which is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such Eurodollar
Tranche Period shall expire on the next preceding Business Day or (b) a Business
Day for which there is no numerically corresponding day in the applicable
subsequent calendar month, such Eurodollar Tranche Period shall expire on the
last Business Day of such month.

                  "Event of Bankruptcy" shall mean, with respect to any Person,
(i) that such Person (a) shall generally not pay its debts as such debts become
due or (b) shall admit in writing its inability to pay its debts generally or
(c) shall make a general assignment for the benefit of creditors; (ii) any
proceeding shall be instituted by or against such Person seeking to adjudicate
it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or any substantial part of
its property, and, with respect to any Person other than the Transferor, in the
case of a proceeding instituted by a party other than such Person, the Dismissal
Period shall have elapsed,



                                     SA-15
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


or (iii) if such Person is a corporation, such Person or any Subsidiary shall
take any corporate action to authorize any of the actions set forth in the
preceding clauses (i) or (ii).

                  "Excluded Diluted Receivables" shall mean:

                  (i) Receivables originated by any New Seller which became
         Diluted Receivables (x) prior to the Original Closing Date or (y) after
         the Original Closing Date up to $500,000 in the aggregate, in each case
         as a result of DaimlerChrysler's 5.5% price rollback announced in the
         fourth quarter of 2000;

                  (ii) any Tooling Receivables originated by any New Seller
         which became a Diluted Receivable (x) prior to the Original Closing
         Date, as a result of such Receivable being billed prior to completion
         of a production part approval process (or equivalent process) with
         respect to such Receivable, or (y) after the Original Closing Date, as
         a result of Dilution Adjustments to Receivables originated prior to the
         Original Closing Date;

                  (iii) any Receivable originated by any New Sellers which
         became a Diluted Receivable prior to the Original Closing Date as a
         result of Dilution Adjustments made on the date such Receivable was
         originated; and

                  (iv) any Receivable originated by any New Sellers owed by any
         Obligor which became a Diluted Receivable prior to the Original Closing
         Date as a result of Dilution Adjustments arising from the netting of
         amounts owed by any New Sellers to such Obligor against such
         Receivable.

                  "Extending Committed Purchaser" shall have the meaning
specified in Section 2.26(a) of the Receivables Transfer Agreement.

                  "Facility Limit" shall mean, at any time, the sum of the CP
Conduit Funding Limits then in effect; provided, that the Facility Limit may not
at any time exceed 98.04% of the Aggregate Commitment at any time in effect (as
such percentage may be adjusted following assignments made pursuant to Section
10.06); provided, further, that from and after the Termination Date, the
Facility Limit shall at all times equal the Net Investment.

                  "Federal Funds Rate" shall mean, for any day, an interest rate
per annum equal to (a) the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published for such day (or, if such day is
not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or (b) if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 11:00
A.M. (New York time) on such day on such transactions received by the
Administrative Agent from three (3) federal funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.

                  "Fee Letters" shall mean (i) the JPMorgan Chase Fee Letter,
(ii) the letter agreement, dated as of February 6, 2002, between the Transferor
and Eiffel with respect to certain fees to be paid by the Transferor to Eiffel,
(iii) the letter agreement, dated as of February 6, 2002, between the Transferor
and The Bank of Nova Scotia with respect to certain fees to be paid by the
Transferor to The Bank of Nova Scotia and (iv) the letter agreement, dated as of
September 24, 2002, between the Transferor and the Redwood Funding Agent with
respect to certain fees to be paid by the Transferor to the Redwood Funding
Agent.

                  "Fees" shall mean the fees payable pursuant to the Fee
Letters.




                                     SA-16
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "Finance Charges" shall mean, with respect to a Contract, any
finance, interest, late or similar charges owing by an Obligor pursuant to such
Contract.

                  "First Amendment Effective Date" shall mean September 24,
2002.

                  "Funding Agents" shall mean the Persons identified as such on
Schedule B to the Receivables Transfer Agreement, as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

                  "GAAP" shall mean United States generally accepted accounting
principles as in effect from time to time.

                  "GE Capital" shall mean General Electric Capital Corporation,
a Delaware corporation, and its successors and assigns.

                  "GE Capital Roles" shall have the meaning specified in Section
10.15 of the Receivables Transfer Agreement.

                  "Guarantor" shall mean C&A in its capacity as Guarantor under
the Limited Guaranty.

                  "Guaranty" shall mean, with respect to any Person, any
agreement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes
liable upon, the obligation of any other Person, or agrees to maintain the net
worth or working capital or other financial condition of any other Person or
otherwise assures any other creditor of such other Person against loss,
including, without limitation, any comfort letter, operating agreement or
take-or-pay contract and shall include, without limitation, the contingent
liability of such Person in connection with any application for a letter of
credit; provided, however, that the term "Guaranty" shall not mean or include
the endorsements by such Person of Instruments for deposit or collection in the
ordinary course of business.

                  "Incremental Transfer" shall mean a Transfer which is made
pursuant to Section 2.02(a) of the Receivables Transfer Agreement.

                  "Indebtedness" shall mean, with respect to any Person, such
Person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of property other than accounts payable arising in the
ordinary course of such Person's business on terms customary in the trade, (iii)
obligations, whether or not assumed, secured by liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) Capitalized Lease obligations and (vi) Guaranty obligations.

                  "Indemnified Amounts" shall have the meaning specified in
Section 2.20 of the Receivables Transfer Agreement.

                  "Indemnified Party" shall have the meaning specified in
Section 2.20 of the Receivables Transfer Agreement.

                  "Indemnified Taxes" shall mean any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Official Body, excluding (A) all franchise taxes, all taxes, levies,
imposts, duties, charges, fees, deductions and withholdings imposed on or
measured by net income, capital or net worth or all taxes, levies, imposts,
duties, charges, fees, deductions and withholdings on doing business on the
Administrative Agent and any other Indemnified Parties, in each case, imposed:



                                     SA-17
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  (i) by the United States or any political subdivision or
         taxing authority thereof or therein;

                  (ii) by any jurisdiction under the laws of which any Program
         Support Provider or any Indemnified Party or lending office is
         organized or in which its lending office is located, managed or
         controlled or in which its principal office is located or any political
         subdivision or taxing authority thereof or therein; or

                  (iii) by reason of any connection between the jurisdiction
         imposing such tax and the Administrative Agent or any other Indemnified
         Party or such lending office other than a connection arising solely
         from the Receivables Transfer Agreement or any other Transaction
         Document or any transaction hereunder or thereunder,

(B) all penalties, interests, additions to taxes and expenses resulting from
gross negligence or willful misconduct on the part of any Program Support
Provider or any Indemnified Party, as the case may be, and (C) all taxes,
levies, imposts, duties, charges, fees, deductions and withholdings imposed by
reason of the failure of any Indemnified Party to comply with its obligations,
if any, under Section 2.22(b) of the Receivables Transfer Agreement (including,
without limitation, its inability to comply with Section 2.22(b)(i) of the
Receivables Transfer Agreement).

                  "Independent Director" shall have the meaning specified in
Section 5.01(n)(x) of the Receivables Transfer Agreement.

                  "Insolvency Event" means, as to any Person:

                  (a) (i) a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in an
         involuntary case under the Bankruptcy Code or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         which decree or order is not stayed, or any other similar relief shall
         be granted under any applicable federal or state law, (ii) an
         involuntary case is commenced against such Person under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect
         which remains undismissed, undischarged or unbonded for a period of 90
         days or (iii) such Person shall have a decree or an order for relief
         entered with respect to it or commence a voluntary case under the
         Bankruptcy Code or any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect; or

                  (b) such Person shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to all or substantially all of its property, or a decree or
         order of a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a conservator or receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against such
         Person; or such Person shall admit in writing its inability to pay its
         debts generally as they become due, file a petition to take advantage
         of any applicable insolvency or reorganization statute, make a general
         assignment for the benefit of its creditors or voluntarily suspend
         payment of its obligations.

                  "Interest Coverage Ratio" shall be calculated as set forth in
the Senior Credit Facility; provided that, for purposes set forth in Section
2.12 of the Receivables Transfer Agreement and Section 9.1 of the Receivables
Purchase Agreement, such ratio shall be compared to the ratio set forth below
opposite the applicable time period:




                                     SA-18
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

<TABLE>
<CAPTION>

                  Period Ending:                                             Ratio:
                  -------------                                              -----
                 <S>                                                        <C>
                  December 31, 2001-September 30, 2002                       2.25 to 1.00
                  December 31, 2002                                          2.35 to 1.00
                  March 31, 2003                                             2.45 to 1.00
                  June 30, 2003                                              2.55 to 1.00
                  September 30, 2003                                         2.65 to 1.00
                  December 31, 2003-September 30, 2004                       2.85 to 1.00
                  December 31, 2004-March 31, 2005                           3.00 to 1.00
                  June 30, 2005 and thereafter                               3.25 to 1.00
</TABLE>

                  "JCI Collection Account" shall have the meaning specified in
Section 6.05(g) of the Receivables Transfer Agreement.

                  "JCI Collections" shall have the meaning specified in Section
6.05(g) of the Receivables Transfer Agreement.

                  "JPMorgan Chase" shall mean JPMorgan Chase Bank, in its
individual capacity, and its successors.

                  "JPMorgan Chase Fee Letter" shall mean the letter agreement,
dated the Original Closing Date, between the Transferor and the Administrative
Agent, for the benefit of the CP Conduit Purchasers, the Funding Agents and the
Committed Purchasers with respect to the fees to be paid by the Transferor under
the Transaction Documents, as amended, supplemented or otherwise modified and in
effect from time to time.

                  "JPMorgan Chase Roles" shall have the meaning specified in
Section 10.12 of the Receivables Transfer Agreement.

                  "LAPA" shall mean that certain Liquidity Loan and Asset
Purchase Agreement dated as of September 24, 2002, among Redwood and GE Capital,
in its capacities as (a) the Redwood Funding Agent, (b) the Collateral Agent and
operating agent for Redwood, (c) the initial Liquidity Lender, (d) the liquidity
agent, and (e) the Committed Purchaser for Redwood.

                  "Law" shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or
award of any Official Body.

                  "Letter of Credit" shall mean that certain Irrevocable Letter
of Credit No. RRC-3 dated March 7, 2000, issued by the Letter of Credit
Providers at the request of Redwood in favor of the Collateral Agent pursuant to
the Letter of Credit Agreement.

                  "Letter of Credit Agent" shall mean GE Capital, in its
capacity as agent for the Letter of Credit Providers under the Letter of Credit
Agreement.

                  "Letter of Credit Agreement" shall mean that certain Third
Amended and Restated Letter of Credit Reimbursement Agreement dated as of March
7, 2000, among Redwood, the Letter of Credit Agent, the Letter of Credit
Providers and the Collateral Agent.

                  "Letter of Credit Providers" shall mean, initially, GE
Capital, in its capacity as issuer of the Letter of Credit under the Letter of
Credit Agreement, and thereafter its successors and permitted assigns in such
capacity.

                  "Leverage Ratio" shall be calculated as set forth in the
Senior Credit Facility; provided, that, for purposes set forth in Section 2.12
of the Receivables Transfer Agreement and Section 9.1 of the




                                     SA-19
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


Receivables Transfer Agreement, such ratio shall be compared to the ratio set
forth below opposite the applicable time period:

<TABLE>
<CAPTION>
                  Period Ending:                                             Ratio:
                  -------------                                              -----
                <S>                                                         <C>
                  December 31, 2001-September 30, 2002                       4.50 to 1.00
                  December 31, 2002                                          4.25 to 1.00
                  March 31, 2003                                             4.00 to 1.00
                  June 30, 2003                                              3.75 to 1.00
                  September 30, 2003                                         3.50 to 1.00
                  December 31, 2003-September 30, 2004                       3.25 to 1.00
                  December 31, 2004 and thereafter                           3.00 to 1.00
</TABLE>

                  "Liberty" shall mean Liberty Street Funding Corp.

                  "Liberty Termination Event" shall mean the date that the
commitments of all Purchasers (as defined in Liberty's asset purchase agreement)
terminate under such asset purchase agreement.

                  "LIBOR Rate" shall mean with respect to each Eurodollar
Tranche Period for a Eurodollar Tranche, the rate per annum equal to the rate at
which the Administrative Agent is offered U.S. Dollar deposits at or about 10:00
A.M. local market time, two Business Days prior to the beginning of such
Eurodollar Tranche Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its
Eurodollar Tranches are then being conducted for delivery on the first day of
such Eurodollar Tranche Period for the number of days comprised therein and in
an amount comparable to the amount of its Eurodollar Tranche be outstanding
during such Eurodollar Tranche Period (and rounded upward to the next whole
multiple of 1/16 of 1%).

                  "Limited Guaranty" shall mean the Limited Guaranty of the
Guarantor, in substantially the form of Exhibit M to the Receivables Transfer
Agreement, dated as of December 20, 2001, as amended, supplemented or otherwise
modified and in effect from time to time.

                  "Liquidating Purchaser Group" shall mean any Committed
Purchaser whose Commitment has reached its Commitment Expiry Date, together with
the related CP Conduit Purchaser.

                  "Liquidation Share" shall mean, for any Liquidating Purchaser
Group, during the term of the applicable Partial Liquidation and any day during
such Partial Liquidation, 100%.

                  "Liquidity Lenders" shall mean, collectively, GE Capital and
any other provider of Liquidity Loans under the LAPA.

                  "Liquidity Loans" shall mean any and all borrowings by Redwood
under the LAPA.

                  "Lockbox Account" shall mean an account owned by the
Transferor and maintained by the Collection Agent at a Lockbox Bank for the
purpose of receiving Collections from Receivables.

                  "Lockbox Agreement" shall mean an agreement among the
Transferor, the Administrative Agent, the Collection Agent and a Lockbox Bank in
substantially the form of Exhibit C to the Receivables Transfer Agreement.

                  "Lockbox Bank" shall mean each of the banks set forth in
Exhibit B to the Receivables Transfer Agreement, and such banks as may be added
thereto or deleted therefrom pursuant to Section 2.09 of the Receivables
Transfer Agreement.




                                     SA-20
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  "Loss and Dilution Reserve Ratio" shall mean, on any day, the
greater of:

                  (a)      the Minimum Loss Reserve; and

                  (b)      the sum of the Loss Reserve Ratio plus the Dilution
                           Reserve Ratio.

                  "Loss Horizon" shall mean, on any day, the amount obtained by
dividing (i) the sum of all Receivables which arose (or in the case of the Dyers
Receivables, were acquired) during the three Settlement Periods immediately
preceding such day plus 0.25 times the sum of all Receivables which arose (or in
the case of the Dyers Receivables, were acquired) during the fourth Settlement
Period immediately preceding such day by (ii) the Net Receivables Balance as of
the end of the preceding Settlement Period.

                  "Loss Reserve Ratio" shall mean, as of any Settlement Date,
and continuing until (but not including) the next Settlement Date, an amount
(expressed as a percentage) that is calculated as follows:

                               LRR = A * B * C * D

Where:

LRR           =         Loss Reserve Ratio;

A             =         2.0;

B             =         the highest three month average Default Ratio that
                        occurred during the twelve most recent Settlement
                        Periods; and

C             =         the Loss Horizon;

D             =         the Payment Terms Factor.

                  "Match Funding CP Conduit Purchaser" means each CP Conduit
Purchaser that is identified on Schedule D to the Receivables Transfer Agreement
as a Match Funding CP Conduit Purchaser and each CP Conduit Purchaser that,
after the Original Closing Date, notifies the Transferor and the Administrative
Agent in accordance with Section 2.03(a) of the Receivables Transfer Agreement
in writing that it is funding its CP Conduit Funded Amount with Commercial Paper
issued by it, or for its benefit, in specified CP Tranches selected in
accordance with Section 2.03(a) of the Receivables Transfer Agreement and that,
in each case, has not subsequently notified the Transferor and the
Administrative Agent in writing that the Transferor will no longer be permitted
to select CP Tranches in accordance with Section 2.03(a) of the Receivables
Transfer Agreement in respect of the CP Conduit Funded Amount with respect to
such CP Conduit Purchaser.

                  "Material Adverse Effect" shall mean any event or condition
which would have a material adverse effect on (i) the collectibility of the
Receivables, (ii) the condition (financial or otherwise), businesses or
properties of the Transferor or any Seller, (iii) the ability of the Transferor
or any Seller to perform its respective obligations under the Transaction
Documents to which it is a party or (iv) the interests of the Administrative
Agent, the CP Conduit Purchasers, the Funding Agents or the Committed Purchasers
under the Transaction Documents; provided, however, that for purposes of clause
(ii) an event or condition resulting in a material adverse change in the
condition (financial or otherwise) of any Seller will not be deemed to have a
Material Adverse Effect unless such event or condition, in the Administrative
Agent's reasonable discretion, is reasonably likely to have a material adverse
effect on the condition (financial or otherwise) of C&A on a consolidated basis
or on the Transferor.




                                     SA-21
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "Maximum Percentage Factor" means 100%.

                  "Minimum Loss Reserve" shall mean, as of any Settlement Date
and continuing until (but not including) the next Settlement Date, an amount
(expressed as a percentage) that is calculated as follows:

          MLR       =         (a*b)+c

Where:

          MLR       =         Minimum Loss Reserve;

          a         =         the average of the Dilution Ratios during the
                              period of twelve consecutive Settlement Periods
                              ending prior to such earlier Settlement Date;

          b         =         the Dilution Period; and

          c         =         15%

                  "Moody's" shall mean Moody's Investors Service, Inc., and its
successors and assigns.

                  "Multiemployer Plan" shall mean a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA which is or was at any time during the
current year or the immediately preceding five years contributed to by the
Transferor, any Seller or any ERISA Affiliate of the Transferor or any Seller on
behalf of its employees.

                  "Net Investment" shall mean the sum of the cash amounts paid
to the Transferor by the CP Conduit Purchasers and/or the Committed Purchasers
for all Incremental Transfers minus the aggregate amount of Collections received
and applied by the Administrative Agent to reduce such Net Investment pursuant
to Section 2.06 or 2.10 of the Receivables Transfer Agreement; provided that the
Net Investment shall be restored and reinstated in the amount of any Collections
so received and applied if, at any time, the distribution of such Collections is
rescinded or must otherwise be returned for any reason.

                  "Net Receivables Balance" shall mean, at any time, the
aggregate Outstanding Balance of the Eligible Receivables at such time, as
reduced by (i) the aggregate amount by which the Outstanding Balance of all
Eligible Receivables of each Obligor exceeds the product of the Concentration
Factor or Special Obligor Concentration Factor, as applicable, for such Obligor
multiplied by the Outstanding Balance of all Eligible Receivables and (ii) the
Outstanding Balance of all Tooling Receivables originated by the New Sellers
prior to the Original Closing Date.

                  "New Sellers" shall mean Collins & Aikman Automotive
Interiors, Inc., Collins & Aikman Automotive Exteriors, Inc., Collins & Aikman
Intellimold, Inc. and Textron Canada Limited.

                  "Non-Extending Committed Purchaser" shall have the meaning
specified in Section 2.26(a) of the Receivables Transfer Agreement.

                  "Notional Amount" shall mean (i) with respect to
DaimlerChrysler AG, an amount up to $100,000,000, (ii) with respect to General
Motors Corporation, an amount up to $60,000,000, and (iii) with respect to Ford
Motor Company, an amount up to $15,000,000.



                                      SA-22
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  "Obligor" shall mean a Person obligated to make payments for
indebtedness and other obligations, including, without limitation, for the
provision of goods and services pursuant to a Contract.

                  "Official Body" shall mean any government or political
subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of any such government or political subdivision,
or any court, tribunal, grand jury or arbitrator, in each case whether foreign
or domestic.

                  "Original Agreement" shall mean the Receivables Transfer
Agreement (as amended, supplemented or otherwise modified prior to the
Restatement Date), dated as of December 20, 2001, among the Transferor, C&A, the
Collection Agent, the CP Conduit Purchasers identified on Schedule B to the
Original Agreement, the Committed Purchasers identified on Schedule B to the
Original Agreement, the Funding Agent set forth on Schedule B to the Original
Agreement and JPMorgan Chase.

                  "Original Closing Date" shall mean December 20, 2001.

                  "Other Transferor" shall mean any Person, other than the
Transferor, that has entered into a receivables purchase agreement, receivables
transfer agreement, loan agreement or funding agreement with the CP Conduit
Purchasers.

                  "Outstanding Balance" shall mean, with respect to any
Receivable at any time, the then outstanding principal amount thereof, excluding
any accrued and outstanding Finance Charges related thereto and, in the case of
any Receivable payable in Canadian Dollars, multiplied by the applicable
Canadian Exchange Percentage.

                  "PARCO" shall mean the Park Avenue Receivables Corporation, a
Delaware corporation, and its successors and assigns.

                  "PARCO Termination Event" shall mean that the providers of
PARCO's program liquidity and/or letter of credit facilities shall have given
notice that an event of default has occurred and is continuing under their
respective agreements with PARCO.

                  "Parent" shall mean Collins & Aikman Corporation, a Delaware
corporation, as the holder of 100% of the issued and outstanding capital stock
of C&A.

                  "Partial Liquidation" shall have the meaning specified in
Section 2.06(c) of the Receivables Transfer Agreement.

                  "Participant" shall have the meaning specified in Section
10.06(c) of the Receivables Transfer Agreement.

                  "Payment Terms Factor" shall mean (i) for the period from the
Original Closing Date until the second Settlement Date thereafter, 1.09 and (ii)
for each one-month period to occur thereafter, a fraction, the numerator of
which is the sum of (A) the weighted average payment terms (based upon the
principal amount of the Receivables and expressed as a number of days) for the
Receivables generated or acquired by the Sellers during such period and (B) 60,
and the denominator of which is 90; provided, however, that if the Payment Terms
Factor for any period is less than the Payment Terms Factor for the immediately
preceding periods, then the actual Payment Terms Factor for such current period
shall be recalculated to equal a fraction, the numerator of which is equal to
the average of the numerators used to calculate the Payment Terms Factor for
such current period and the three immediately preceding periods (without giving
effect to this proviso) and the denominator of which is 90; provided, further,
the Payment Terms Factor shall never be less than 1.0.





                                     SA-23
<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "Percentage Factor" shall mean the fraction (expressed as a
percentage) computed on any date of determination as follows:


                             (LDRR + CCRR)            (SFRR x OBR)
       [NI    x    [1   +   --------------- ] ]  +   --------------
                               1 - LDRR                  1 - LDRR

    ---------------------------------------------------------------------
                                   NRB

Where:

NI            =      the Net Investment on the date of such computation;

LDRR          =      the Loss and Dilution Reserve Ratio on the date of such
                     computation;

CCRR          =      the Carrying Cost Reserve Ratio on the date of such
                     computation;

SFRR          =      the Servicing Fee Reserve Ratio on the date of such
                     computation;

OBR           =      the Outstanding Balance of all Receivables on the date of
                     such computation; and

NRB           =      the Net Receivables Balance on the date of such
                     computation.


                  "Permitted Encumbrances" means (i) liens for taxes,
assessments or other governmental charges or levies not yet due and payable or
if a Person shall currently be contesting the validity thereof in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of such Person, (ii) carriers'
warehousemen's, mechanics', materialmen's, repairmen's and other like liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being contested by
a Person in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of such Person,
(iii) liens resulting from any judgment or award (other than any judgment or
award against the Transferor), which do not, in the aggregate, exceed $1,000,000
at any time, the time for the appeal or petition for rehearing of which shall
not have expired, or appeals or proceedings for review of which are being
prosecuted in good faith, and with respect to which adequate reserves are being
maintained in accordance with GAAP, and (iv) liens, charges or encumbrances in
favor of the Administrative Agent, any Funding Agent, the Transferor, any
Committed Purchaser or any CP Conduit Purchaser created pursuant to the
Transaction Documents.

                  "Permitted Investments" shall mean any of the following:

                  (a) negotiable instruments or securities represented by
         instruments in bearer or registered or in book-entry form which
         evidence (i) obligations fully guaranteed by the United States of
         America; (ii) obligations of any agency of the United States of America
         (iii) time deposits in, or bankers acceptances issued by, any
         depositary institution or trust company incorporated under the laws of
         the United States of America or any state thereof and subject to
         supervision and examination by Federal or state banking or depositary
         institution authorities;



                                     SA-24
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


         provided, however, that at the time of investment or contractual
         commitment to invest therein, the certificates of deposit or short-term
         deposits, if any, or long-term unsecured debt obligations (other than
         such obligation whose rating is based on collateral or on the credit of
         a Person other than such institution or trust company) of such
         depositary institution or trust company shall have a credit rating from
         Moody's and S&P of at least "P-1" and "A-1," respectively, in the case
         of the certificates of deposit or short-term deposits, or a rating not
         lower than one of the two highest investment categories granted by
         Moody's and by S&P; (iv) certificates of deposit having, at the time of
         investment or contractual commitment to invest therein, a rating from
         Moody's and S&P of at least "P-1" and "A-1," respectively; or (v)
         investments in money market funds rated in the highest investment
         category or otherwise approved in writing by the Rating Agencies;

                  (b) demand deposits and cash escrows in any depositary
         institution or trust company referred to in (a)(iii) above;

                  (c) commercial paper (having original or remaining maturities
         of no more than 30 days) having, at the time of investment or
         contractual commitment to invest therein, a credit rating from Moody's
         and S&P of at least "P-1" and "A-1", respectively;

                  (d) Eurodollar time deposits having a credit rating from
         Moody's and S&P of at least "P-1" and "A-1", respectively; and

                  (e) repurchase agreements involving any of the Permitted
         Investments described in clauses (a)(i), (a)(iv) and (d) of this
         definition so long as the other party to the repurchase agreement has
         at the time of investment therein, a rating from Moody's and S&P of at
         least "P-1" and "A-1", respectively.

                  "Person" shall mean any corporation, limited liability
company, natural person, firm, joint venture, partnership, trust, unincorporated
organization, enterprise, government or any department or agency of any
government.

                  "Pooled Funding CP Conduit Purchaser" means each CP Conduit
Purchaser that is not a Match Funding CP Conduit Purchaser.

                  "Potential Termination Event" shall mean an event which but
for the lapse of time or the giving of notice, or both, would constitute a
Termination Event.

                  "Proceeds" shall mean "proceeds" as defined in Section
9-102(a)(64) the Relevant UCC.

                  "Program Documents" shall have the meaning set forth in the
LAPA.

                  "Program Fee" shall have the meaning specified in the JPMorgan
Chase Fee Letter.

                  "Program Support Provider" means, with respect to any CP
Conduit Purchaser, the Committed Purchaser with respect to such CP Conduit
Purchaser and any other additional Person now or hereafter extending credit, or
having a commitment to extend credit to or for the account of, or to make
purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety
bond or other instrument to support any obligations arising under or in
connection with such CP Conduit Purchaser's securitization program and any agent
acting on behalf of such Person.

                  "Pro Rata Share" shall mean, on any date of determination, (a)
with respect to any CP Conduit Purchaser, the ratio (expressed as a percentage)
of such CP Conduit Purchaser's CP Conduit Funding Limit to the Facility Limit at
such time and (b) with respect to any Committed Purchaser, the



                                     SA-25
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


product of (x) the Pro Rata Share of the CP Conduit Purchaser for which such
Committed Purchaser is a Committed Purchaser and (y) such Committed Purchaser's
Commitment Percentage.

                  "Purchase Price" shall have the meaning specified in Section
3.1 of the Receivables Purchase Agreement.

                  "Purchased Receivables" shall have the meaning specified in
Section 3.2(b) of the Receivables Purchase Agreement.

                  "Purchased Receivables Percentage" means, with respect to any
Seller as to which C&A has submitted a Seller Termination Request, the
percentage equivalent of a fraction, the numerator of which is an amount equal
to the aggregate Outstanding Balance of Receivables sold by such Seller as of
the applicable Seller Termination Request Date, and the denominator of which is
an amount equal to the aggregate Outstanding Balance of all Receivables as of
such date.

                  "Purchase Termination Date" shall have the meaning specified
in Section 9.1 of the Receivables Purchase Agreement.

                  "Rating Agencies" means on any date of determination the
rating agencies then rating the Commercial Paper at the request of any CP
Conduit Purchaser.

                  "Rating Agency Confidential Information Memorandum" means the
Rating Agency / Co-Purchaser Confidential Information Memorandum, $250 Million
Trade Receivables Securitization, dated December 2001.

                  "Rating Confirmation" means, with respect to any CP Conduit
Purchaser and any subject amendment, modification, waiver or other action to be
taken pursuant to the terms of the Transaction Documents, a confirmation by each
of the Rating Agencies that such proposed amendment, modification, waiver or
action shall not result in a downgrade or withdrawal of such Rating Agency's
then current rating of the Commercial Paper.

                  "Receivables" shall mean all indebtedness and other
obligations owed to a Seller by an Obligor (including Tooling Receivables except
as provided below), whether constituting an account or general intangible,
arising in connection with the sale or lease of merchandise or the rendering of
services by (x) except in the case of any such indebtedness acquired by C&A from
Dyers, a Seller, and (y) in the case of any such indebtedness acquired by C&A
from Dyers, by Dyers; and in each case includes the right to payment of any
Finance Charges and other obligations of such Obligor with respect thereto;
provided, that any Tooling Receivables originated or acquired by Becker Group,
L.L.C. shall not be considered "Receivables" for the purposes of the Transaction
Documents. Notwithstanding the foregoing, once a Receivable has been deemed
collected pursuant to Section 2.10 of the Receivables Transfer Agreement, it
shall no longer constitute a Receivable under the Receivables Transfer
Agreement.

                  "Receivables Purchase Agreement" shall mean the Receivables
Purchase Agreement dated as of December 27, 1999, among C&A, C&A's wholly-owned
direct and indirect Subsidiaries listed on Exhibit D thereto as sellers, and the
Transferor, as Purchaser, as amended and restated by the Amended and Restated
Receivables Purchase Agreement dated as of December 20, 2001, among the Sellers,
as sellers, and the Transferor, as purchaser, and the other Sellers from time to
time named therein, as such agreement may be amended, supplemented or otherwise
modified and in effect from time to time.

                  "Receivables Transfer Agreement" shall mean the Receivables
Transfer Agreement, dated as of December 20, 2001, by and between the
Transferor, C&A, individually and as Collection Agent, the CP Conduit
Purchasers, the Committed Purchasers, the Funding Agents and the



                                     SA-26
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


Administrative Agent, as such agreement may be amended, supplemented or
otherwise modified and in effect from time to time.

                  "Recipient" shall have the meaning specified in Section 2.15
of the Receivables Transfer Agreement.

                  "Records" shall mean all Contracts and other documents, books,
records and other writings and information (including, without limitation,
computer programs, tapes, discs, punch cards, data processing software and
related property and rights) maintained with respect to Receivables and the
related Obligors.

                  "Redwood" shall mean Redwood Receivables Corporation, a
Delaware corporation.

                  "Redwood LOC Draws" shall mean any payments made to Redwood in
connection with the Letter of Credit and allocated to the Transferor.

                  "Redwood Termination Event" shall mean the occurrence of the
date elected by Redwood or the Collateral Agent (which election shall be
mandatory and immediate upon the occurrence of an event set forth in clause (c)
below), by notice to the Administrative Agent as the Redwood Termination Date;
provided, that on such date, one or more of the following events shall have
occurred and be continuing: (a) a Redwood LOC Draw; (b) the obligations of the
Liquidity Lenders to make Liquidity Loans shall have terminated and such
Liquidity Lenders shall not have otherwise been replaced or the Commitment
Expiry Date shall have occurred; (c) an event of default under the Collateral
Agent Agreement or any other Program Document shall have occurred; (d) the
short-term debt rating of a Liquidity Lender shall have been downgraded by a
Rating Agency and such Liquidity Lender shall not have been replaced in
accordance with the terms of the LAPA within 30 days thereafter; (e) Redwood or
the Collateral Agent shall have determined that the funding of Receivables by
Redwood under the Receivables Transfer Agreement is impracticable for any reason
whatsoever, including as a result of (i) a drop in or withdrawal of any of the
ratings assigned to the Commercial Paper issued by Redwood by any Rating Agency,
(ii) restrictions on the amount of Receivables Redwood can finance or (iii) the
inability of Redwood to issue Commercial Paper; (f) any change in accounting
standards shall occur or any pronouncement or release of any accounting or
regulatory body (including FASB, AICPA or the Securities and Exchange
Commission) shall be issued, or any other change in the interpretation of
accounting standards shall occur, such that all or any portion of Redwood's
assets and liabilities are deemed to be consolidated with the assets and
liabilities of GE Capital or any of its affiliates; (g) a Termination Event
shall have occurred and be continuing; (h) the outstanding loans to Redwood
under the LAPA equal or exceed Redwood's Net Investment at such time and no
interest or other amounts are owed to the Redwood under the Receivables Transfer
Agreement or the other Transaction Documents; or (i) the occurrence of any other
CP Conduit Purchaser's Termination Event.

                  "Related Security" shall mean, with respect to any Receivable,
all of a Seller's or the Transferor's right, title and interest in, to and
under:

                  (a) all other accounts, contract rights, chattel paper,
         instruments, general intangibles, investment property and other
         obligations of any Obligor with respect to any Receivable or related
         Contract, now or hereafter existing, whether or not arising out of or
         in connection with the sale or lease of goods or the rendering of
         services;

                  (b) all other security interests or liens and property subject
         thereto from time to time, if any, purporting to secure payment of such
         Receivable, whether pursuant to the Contract related to such Receivable
         or otherwise, together with all financing statements (or other similar
         instruments) signed by an Obligor describing any collateral securing
         such Receivable;





                                     SA-27
<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT


                  (c) all guarantees, indemnities, warranties, insurance (and
         proceeds and premium refunds thereof) or other agreements or
         arrangements of any kind from time to time supporting or securing
         payment of such Receivable whether pursuant to the Contract related to
         such Receivable or otherwise;

                  (d) all Records related to such Receivable;

                  (e) in the case of the Transferor, all rights and remedies of
         the Transferor under the Transaction Documents, together with all
         financing statements (or other similar instruments) naming any Seller
         as debtor or seller and the Transferor as secured party or buyer filed
         in connection therewith;

                  (f) in the case of the Transferor, the Required Currency Hedge
         and each Credit Default Swap; and

                  (g) with respect to each Seller and the Transferor, all
         Proceeds of the foregoing clauses (a), (b), (c) and (d) and, in the
         case of the Transferor, all Proceeds of the foregoing clauses (e) and
         (f).

                  "Relevant UCC" shall mean, with respect to any state, the
Uniform Commercial Code as from time to time in effect in such state.

                  "Required Committed Purchasers" shall mean Committed
Purchasers having Pro Rata Shares in the aggregate equal to more than 66 2/3%
or, if the Commitments have been terminated, having more than 66 2/3% of the Net
Investment; provided that the Commitment of any defaulting Committed Purchaser
that has not paid all amounts due and owing by it in respect of Purchases it was
obliged to make shall not be included in the Commitments for purposes of this
definition.

                  "Required Currency Hedge" shall mean one or more foreign
currency instruments including currency options, currency hedges and similar
items, acceptable to the Administrative Agent, exercisable at any time, with an
Eligible Counterparty providing for the delivery by such Eligible Counterparty
of United States dollars in exchange for the receipt of Canadian Dollars, in
each case having a remaining term at any time of not less than five (5) months.

                  "Required Currency Hedge Assignment" shall have the meaning
specified in Section 5.01(p)(ii) of the Receivables Transfer Agreement.

                  "Required Hedge Notional Amount" shall mean (i) as of the
Original Closing Date, 135,000,000 Canadian Dollars, and (ii) for each
Settlement Period following the delivery of the first Settlement Statement
thereafter, an amount denominated in United States dollars, which represents the
portion of Net Receivables Balance payable in Canadian Dollar Receivables, as
calculated in the most recent Settlement Statement.

                  "Responsible Officer" shall mean, with respect to any Person,
the Chairman, the President, the Controller, any Vice President, the Secretary,
the Treasurer, or any other officer of such Person customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.

                  "Restatement Date" shall mean September 24, 2002.



                                     SA-28


<PAGE>
                         RECEIVABLES TRANSFER AGREEMENT

                  "Revolver Lender" shall have the meaning specified in Section
10.02(b) of the Receivables Transfer Agreement.

                  "Seller Addition Date" shall have the meaning specified in
Section 7.2 of the Receivables Purchase Agreement.

                  "Seller Effective Date" shall have the meaning specified in
Section 2.1(a) of the Receivables Purchase Agreement.

                  "Seller Notes" shall collectively refer to the U.S. Dollar
Seller Note and the Canadian Dollar Seller Note.

                  "Seller Property" shall have the meaning specified in Section
2.1(d) of the Receivables Purchase Agreement.

                  "Seller Termination Request" shall have the meaning specified
in Section 9.3(a) of the Receivables Purchase Agreement.

                  "Seller Termination Request Date" shall have the meaning
specified in Section 9.3(a) of the Receivables Purchase Agreement.

                  "Sellers" shall have the meaning specified in the recitals to
the Receivables Purchase Agreement.

                  "Senior Credit Facility" shall mean the Credit Agreement dated
as of December 20, 2001 among Collins & Aikman Products Co., as borrower,
Collins & Aikman Canada Inc., as a Canadian borrower, Collins & Aikman Plastics,
Ltd., as a Canadian Borrower, Collins & Aikman Corporation, the lenders named
therein, Deutsche Banc Alex. Brown Inc. and Merrill Lynch Capital Corporation,
as Co-Documentation Agents, Credit Suisse First Boston, as Syndication Agent,
JPMorgan Chase Bank, as Administrative Agent, and The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, including any amendments or
modifications thereto, as in effect from time to time.

                  "Servicing Fee" shall mean the fees payable by the Transferor
to the Collection Agent in an amount equal to the Servicing Fee Percentage
multiplied by the amount of the aggregate Outstanding Balance of the
Receivables. Such fee shall accrue from the date of the initial purchase of an
interest by a CP Conduit Purchaser in the Receivables to the later of the
Termination Date or the date on which the Percentage Factor is reduced to zero.
On or prior to the Termination Date, and provided that no Potential Termination
Event shall have occurred and be continuing, such fee shall be payable only from
Collections pursuant to, and subject to the priority of payments set forth in,
Section 2.05 of the Receivables Transfer Agreement. After the Termination Date
or during the continuation of a Potential Termination Event, such fee shall be
payable only from Collections pursuant to, and subject to the priority of
payments set forth in, Section 2.06 of the Receivables Transfer Agreement.

                  "Servicing Fee Percentage" shall mean 1.0% per annum.

                  "Servicing Fee Reserve Ratio" shall mean, at any time, an
amount equal to:

<TABLE>
<S><C>

     the Servicing Fee        x        the DSO       x         2
        Percentage
-----------------------------------------------------------------------
                                 360
</TABLE>

                                     SA-29



<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "Settlement Date" shall mean the tenth day immediately
succeeding each Settlement Period or, if such day is not a Business Day, the
next succeeding Business Day.

                  "Settlement Period" shall mean (i) with respect to the final
Settlement Period, the period ending on the Termination Date or Purchase
Termination Date and beginning with the first day of the fiscal month in which
such Termination Date or Purchase Termination Date occurs and (ii) with respect
to all Settlement Periods other than the final Settlement Period, the period of
days from and including the first day of a fiscal month of C&A (which fiscal
months for the years 2001 and 2002 are set forth on Schedule F to the
Receivables Transfer Agreement) to and including the last day of such fiscal
month.

                  "Settlement Statement" shall mean a report, in substantially
the form attached to the Receivables Transfer Agreement as Exhibit D-3 or in
such other form as is mutually agreed to by the Transferor and the
Administrative Agent, delivered by the Collection Agent to the Administrative
Agent on each Settlement Date pursuant to Section 2.12 of the Receivables
Transfer Agreement.

                  "Solvent" shall mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person; (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person on its Indebtedness as they become absolute
and matured; (c) such Person does not intend to, and does not believe that it
will, incur Indebtedness or liabilities beyond such Person's ability to pay as
such Indebtedness and liabilities mature; and (d) such Person is not engaged in
a business or transaction, and is not about to engage in a business or
transaction, for which such Person's property would constitute an unreasonably
small amount of capital. The amount of contingent liabilities (such as
litigation, guaranties, and unfunded pension liabilities) at any time shall be
computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can reasonably be expected to
become an actual or matured liability.

                  "Special Obligors" shall mean each of the Obligors (together
with each Subsidiary of such Obligor) designated by the Funding Agents (in their
sole discretion upon C&A's request) and which would not result in a change in
the CP Conduit Purchaser rating as evidenced in writing by the Rating Agencies
which will each be permitted to exceed the Concentration Factor, as specified
and subject to the requirements set forth in Schedule C to the Receivables
Transfer Agreement, as such Schedule may be amended or modified by the Funding
Agents and which would not result in a change in the CP Conduit Purchaser rating
as evidenced in writing by the Rating Agencies from time to time to add or
delete Obligors.

                  "Special Obligor Concentration Factor" shall mean, with
respect to each Special Obligor and each Subsidiary of such Special Obligor, the
percentage applicable to such Special Obligor and its Subsidiaries specified on
Schedule C to the Receivables Transfer Agreement, as such Schedule may be
amended or modified by the Funding Agents and which would not result in a change
in the CP Conduit Purchaser rating as evidenced in writing by the Rating
Agencies from time to time to change such percentages; provided, that at such
times as the requirements in Schedule C are not met by any Special Obligor and
its Subsidiaries, the Concentration Factor for such Special Obligor shall be
calculated as specified in the definition of Concentration Factor.

                  "Specified Bankruptcy Opinion Provisions" shall mean the
factual assumptions (including those contained in the factual certificate
referred to therein) and the actions to be taken by the Sellers or the
Transferor, in each case as specified in the legal opinion of Stroock & Stroock
& Lavan LLP relating to certain bankruptcy matters delivered on the Original
Closing Date.



                                     SA-30

<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT

                  "Standard & Poor's" or "S&P" shall mean Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors and assigns.

                  "Subsidiary" of a Person shall mean any Person more than 50%
of the outstanding voting interests of which shall at any time be owned or
controlled, directly or indirectly, by such Person or by one or more
Subsidiaries of such Person or any similar business organization which is so
owned or controlled.

                  "Termination Date" shall mean with respect to each CP Conduit
Purchaser and Committed Purchaser the earliest of (i) the Business Day
designated by the Transferor to the CP Conduit Purchasers and Committed
Purchasers as the Termination Date at any time following thirty (30) days
written notice to the CP Conduit Purchasers and Committed Purchasers, (ii) the
day upon which a Termination Date is declared or automatically occurs relating
to a Termination Event pursuant to Section 7.02(a) of the Receivables Transfer
Agreement, (iii) two (2) Business Days prior to the latest Commitment Expiry
Date, (iv) a Purchase Termination Date shall occur with respect to all the
Sellers under the Receivables Purchase Agreement, (v) the date on which all
amounts due and owing to the CP Conduit Purchasers and the Committed Purchasers
under the Receivables Transfer Agreement and the other Transaction Documents
have been paid in full, or (vi) the date on which the Aggregate Commitment has
been reduced to zero pursuant to the Receivables Transfer Agreement.

                  "Termination Event" shall mean an event described in Section
7.01 of the Receivables Transfer Agreement.

                  "The Bank of Nova Scotia Roles" shall have the meaning
specified in Section 10.14 of the Receivables Transfer Agreement.

                  "Title IV Plan" shall mean a pension plan (other than a
Multiemployer Plan) that is covered by Title IV of ERISA and that a Seller, the
Transferor, the Guarantor or an ERISA Affiliate maintains, contributes to or has
an obligation to contribute to on behalf of participants who are or were
employed by any of them.

                  "Tooling Receivable" shall mean an obligation of any Person to
pay for (i) tooling or equipment purchased or built by a Seller for the purpose
of manufacturing products for such Person or (ii) services rendered in
connection with building tooling for the purposes of manufacturing products for
such Person (including, in each case, the right to payment of any interest,
sales taxes, Finance Charges, returned check or late charges and other
obligations of such Person with respect thereto), which in the case of Tooling
Receivables of Becker Group, L.L.C. are identified by numerical code on the
related invoice as relating to "tooling related services".

                  "Tranche" shall mean a portion of the Net Investment allocated
to a Tranche Period pursuant to Section 2.03 of the Receivables Transfer
Agreement.

                  "Tranche Period" shall mean a CP Tranche Period, a BR Tranche
Period or a Eurodollar Tranche Period, as applicable.

                  "Tranche Rate" shall mean the CP Rate, the Base Rate or the
Eurodollar Rate, as applicable, plus, in the case of the Base Rate or the
Eurodollar Rate, the Applicable Margin.

                  "Transaction Costs" shall have the meaning specified in
Section 2.23(a) of the Receivables Transfer Agreement.



                                     SA-31


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "Transaction Documents" shall mean, collectively, the
Receivables Transfer Agreement, the Receivables Purchase Agreement, the Fee
Letters, the Lockbox Agreements, the Seller Notes and all of the other
instruments, documents, certificates and other agreements executed and delivered
by the Sellers or the Transferor in connection with any of the foregoing, in
each case, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

                  "Transfer" shall mean a conveyance, transfer and assignment by
the Transferor to the CP Conduit Purchasers or the Committed Purchasers of an
undivided percentage ownership interest in Receivables, Related Security,
Collections and Proceeds pursuant to, and in accordance with, the Receivables
Transfer Agreement (including, without limitation, as a result of any
reinvestment of Collections in Transferred Interests pursuant to Section 2.02(b)
and Section 2.05 of the Receivables Transfer Agreement).

                  "Transfer Certificate" shall have the meaning specified in
Section 2.02(a) of the Receivables Transfer Agreement.

                  "Transfer Date" shall mean, with respect to each Transfer, the
Business Day on which such Transfer is made.

                  "Transfer Price" shall mean, with respect to any Incremental
Transfer, the amount paid to the Transferor by the CP Conduit Purchasers or the
Committed Purchasers, as applicable, as described in the applicable Transfer
Certificate. The Transfer Price for any Incremental Transfer shall be equal to
the aggregate Net Investment (including such Incremental Transfer) minus the
aggregate portion of the Net Investment paid in connection with all prior
Transfers.

                  "Transfer Supplement" shall have the meaning specified in
Section 10.06(d)(i) of the Receivables Transfer Agreement.

                  "Transferor" shall mean Carcorp, Inc., a Delaware corporation,
and its successors and permitted assigns.

                  "Transferred Interest" shall mean, on any date of
determination, an undivided percentage ownership interest of the CP Conduit
Purchasers or the Committed Purchasers, as applicable, in (i) each and every
then outstanding Receivable, (ii) all Related Security with respect to each such
Receivable, (iii) all Collections with respect thereto and (iv) other Proceeds
of the foregoing, which undivided ownership interest shall be equal to the
Percentage Factor at such time, and only at such time (without regard to prior
calculations). The Transferred Interest in each Receivable, together with
Related Security, Collections and Proceeds with respect thereto, shall at all
times be equal to the Transferred Interest in each other Receivable, together
with Related Security, Collections and Proceeds with respect thereto. To the
extent that the Transferred Interest shall decrease as a result of a
recalculation of the Percentage Factor, the CP Conduit Purchasers or the
Committed Purchasers, as applicable, shall be considered to have reconveyed to
the Transferor an undivided percentage ownership interest in each Receivable,
together with Related Security, Collections and Proceeds with respect thereto,
in an amount equal to such decrease such that, in each case, the Transferred
Interest in each Receivable shall be equal to the Transferred Interest in each
other Receivable.

                  "Transferred Receivables" shall have the meaning specified in
Section 3.2(b) of the Receivables Purchase Agreement.

                  "U.S." or "United States" means the United States of America
and its territories.

                                     SA-32


<PAGE>

                         RECEIVABLES TRANSFER AGREEMENT


                  "U.S. Dollar Collection Account" shall have the meaning
specified in Section 2.13(a) of the Receivables Transfer Agreement.

                  "U.S. Dollar Seller Note" shall have the meaning specified in
Section 8.1 of the Receivables Purchase Agreement.

                  "Unfunded Pension Liability" shall mean, at any time, the
aggregate amount, if any, of the sum of (a) the amount by which the present
value of all accrued benefits under each Title IV Plan exceeds the fair market
value of all assets of such Title IV Plan allocable to such benefits, all
determined as of the most recent valuation date for each such Title IV Plan
using the actuarial assumptions for funding purposes in effect under such Title
IV Plan (and not the assumptions used by the Pension Benefit Guaranty
Corporation in calculating such amounts), and (b) for a period of five years
following a transaction that might reasonably be expected to be covered by
Section 4069 of ERISA, the liabilities (whether or not accrued) that could be
avoided by a Seller or any ERISA Affiliate as a result of such transaction.

                  "United States Person" shall have the meaning specified in
Section 2.22(b) of the Receivables Transfer Agreement.

                  "Valuation Price" shall mean as of any date of determination,
the strike price of any outstanding Required Currency Hedge that would require
the highest amount of Canadian Dollars to purchase one U.S. Dollar.

                  "Weekly Report" shall mean a Deposit Report delivered on each
Weekly Settlement Date pursuant to Section 2.12 of the Receivables Transfer
Agreement.

                  "Weekly Settlement Date" shall mean the third Business Day of
each calendar week.

                  "Weekly Settlement Period" shall mean the period of days from
and including the Sunday of any calendar week to and including the Saturday of
the same calendar week.


                                     SA-33


<PAGE>



                                                                      SCHEDULE B



                       Schedule of CP Conduit Purchasers,
                     Committed Purchasers and Funding Agents



CP CONDUIT PURCHASERS:
Park Avenue Receivables Corporation
114 West 47th Street, Suite 1715
New York, NY  10036
CP Conduit Funding Limit:  $ 66,500,000

Eiffel Funding, LLC
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 1715
New York, NY 10036
CP Conduit Funding Limit:  $66,500,000

Liberty Street Funding Corp.
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 1715
New York, NY 10036
CP Conduit Funding Limit:  $60,000,000

Redwood Receivables Corporation
c/o General Electric Capital Corporation
3001 Summer Street, 2nd Floor
Stamford, Connecticut 06927
CP Conduit Funding Limit:  $57,000,000


                                      SB-1


<PAGE>


COMMITTED PURCHASERS:
JPMorgan Chase Bank, as Committed Purchaser for Park Avenue
Receivables Corporation
450 West 33rd Street, 15th Floor
New York, NY 10011
Commitment:  $ 67,830,000

CDC Financial Products Inc., as Committed Purchaser for Eiffel Funding, LLC
9 West 57th Street, 36th Floor
New York, NY 10019
Commitment:  $67,830,000

The Bank of Nova Scotia, as Committed Purchaser for Liberty Street Funding Corp.
One Liberty Plaza, 28th Floor
New York NY 10006
Commitment:  $61,200,000

General Electric Capital Corporation, as Committed Purchaser for Redwood
Receivables Corporation
201 High Ridge Road
Stamford, Connecticut 06927
Commitment:  $58,710,000


                                      SB-2


<PAGE>


FUNDING AGENTS:
Funding Agent for Park Avenue Receivables Corporation:
JPMorgan Chase Bank
450 West 33 Street
15th Floor
New York, NY 10011

Funding Agent for Eiffel Funding, LLC:
CDC Financial Products Inc.
9 West 57th Street, 36th Floor
New York, NY 10019

Funding Agent for Liberty Street Funding Corp.:
The Bank of Nova Scotia
One Liberty Plaza, 28th Floor
New York NY 10006

Funding Agent for Redwood Receivables Corporation and General Electric
Capital Corporation:
General Electric Capital Corporation
201 High Ridge Road
Stamford, Connecticut 06927


                                      SB-3

<PAGE>



                                                                      SCHEDULE C



                          Schedule of Special Obligors



<TABLE>
<CAPTION>

<S>                              <C>                                        <C>
------------------------------------------------------------------------------------------------------------------------------------
Special Obligor (together with   Percentage Limit                           Conditions
its Subsidiaries)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
DaimlerChrysler AG               The lesser of (X) the sum of (i) the       DaimlerChrysler AG shall be a Special
                                 applicable percentages set forth in the    Obligor until Dec. 20, 2002 (as such
                                 definition of Concentration Factor if      date may be extended following the
                                 such Obligor was not a Special Obligor     purchase of a new Credit Default Swap
                                 and (ii) the quotient (expressed as a      acceptable to the Administrative Agent)
                                 percentage) of (A) the Notional Amount     so long as (i) a Credit Default Swap is
                                 of the applicable Credit Default Swap      in full force and effect with an
                                 divided by (B) the Outstanding Balance     Eligible Counterparty with an expiration
                                 of Eligible Receivables and (Y) 40%.       date no earlier than March 20, 2003 and
                                                                            (ii) such Obligor shall be rated at least
                                                                            BBB- and Baa3 by S&P and Moody's, respectively.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
General Motors Corporation       The lesser of (X) the sum of (i) the       General Motors Corporation shall be a
                                 applicable percentages set forth in the    Special Obligor until Dec. 20, 2002 (as
                                 definition of Concentration Factor if      such date may be extended following the
                                 such Obligor was not a Special Obligor     purchase of a new Credit Default Swap
                                 and (ii) the quotient (expressed as a      acceptable to the Administrative Agent)
                                 percentage) of (A) the Notional Amount     so long as (i) a Credit Default Swap is
                                 of the applicable Credit Default Swap      in full force and effect with an
                                 divided by (B) the Outstanding Balance     Eligible Counterparty with an expiration
                                 of Eligible Receivables and (Y) 35%.       date no earlier than March 20, 2003 and
                                                                            (ii) such Obligor shall be rated at least
                                                                            BBB- and Baa3 by S&P and Moody's, respectively.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Ford Motor Company               The lesser of (X) the sum of (i) the       Ford Motor Company shall be a Special
                                 applicable percentages set forth in the    Obligor until Dec. 20, 2002 (as such
                                 definition of Concentration Factor if      date may be extended following the
                                 such Obligor was not a Special Obligor     purchase of a new Credit Default Swap
                                 and (ii) the quotient (expressed as a      acceptable to the Administrative Agent)
                                 percent                                    so long as (i) a Credit Default Swap is
                                 age) of (A) the Notional Amount of the     in full force and effect with an
                                 applicable Credit Default Swap divided     Eligible Counterparty with an expiration
                                 by (B) the Outstanding Balance of          date no earlier than March 20, 2003 and
                                 Eligible Receivables and (Y) 20%.          (ii) such Obligor shall be rated at
                                                                            least BBB- and Baa3 by S&P and
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                      SC-1



<PAGE>

<TABLE>
<CAPTION>

<S>                              <C>                                        <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                            Moody's.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Mitsubishi Motors Corporation    5%
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Lear Corporation                 4%
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                                      SC-2


<PAGE>



                                                                      SCHEDULE D



                 Schedule of Match Funding CP Conduit Purchasers



                                      None.


                                      SD-1
<PAGE>


                                                                      SCHEDULE E



                         List of Equipment and Software

CARCORP processing for Collins & Aikman is conducted on an IBM AS/400 computer
located in the Charlotte, NC facility. This machine is a Model 840/2418/1545,
S/N 10-8624B and is known as "The Financial Machine".

C&A uses the INFINIUM Accounts/Receivable for A/R processing. Data within this
module is used to produce the CARCORP reporting for the banks.

The billing process which provides the receivables data for CARCORP is conducted
on several different IBM AS/400s. Once the invoicing has taken place, data is
extracted in a specific format and then transferred to the Financial Machine and
brought into A/R through the "proof and post" process which is part of the
system. CARCORP reporting is produced daily after this "transfer, proof, post"
process is complete.

The billing processes at the plants/business units are handled through different
business systems. By C&A Business Unit, the systems and corresponding machine
are the following:

<TABLE>
<S><C>
Carpet & Acoustics:        FUTURE 3, BPCS, AS/400 830/2403/1535, S/N 10-596ZM
Accessory Mats:            FUTURE 3, BPCS, AS/400 840/2418/1545, S/N 10-8624B
Fabrics:                   FUTURE 3, BPCS, AS/400 830/2403/1535, S/N  10-596ZM
Dura:                      FUTURE 3, BPCS, AS/400 830/2403/1535, S/N  10-596ZM
Canada Carpet & Acoustics: FUTURE 3, Custom System, AS/400 9406/170, S/N10-4NA2M
</TABLE>


All the AS/400s are leased. Typical leases are for 3 years at which time a newer
model AS/400 is brought in as a replacement. This environment has been in
operation since about 1992.

Each of the plants will have the equipment necessary to use the AS/400s located
in the Charlotte facility through the C&A network infrastructure. Equipment in
the plants would typically include PCs and laser printers.

CONTACT NUMBERS/NAMES:

INFINIUM          Hyannis MA   800-725-7668 or 508-790-6743
                  Acct Rep:  Phillip Brannon    678-319-4117

SSA GLOBAL TECHNOLOGIES  Chicago Il   312-258-6000
                  Acct Rep:  Ken Chance   850-916-7898

IBM:                                      Acct Rep:  Brendan Flynn  704-595-3364

Canada Carpet & Acoustics:  Andre Dussault  450-293-1907


TRIM DIVISION

CARCORP processing for Collins & Aikman's Trim Division is conducted on three
(3) DEC Alpha 4100's. The consolidation of the A/R data from the three Dec Alpha
boxes occurs on an NT Citrix Server.

                                      SE-1


<PAGE>


The Trim Business Unit uses Brain-Trans4M for Billing and Centralized Accounts
Receivable Processing. Data within this software is used to produce the CARCORP
reporting for the banks. Cash is applied centrally in Troy out of the Troy
account. The Troy account is linked to each of the various plant accounts via a
Centralized A/R Module offered by Brain - Trans4M.

The billing and cash application process which provides the receivable data for
CARCORP is conducted on three DEC alpha 4100's. The data is then consolidated
via SNAPSHOT, a software tool which accesses each account. The consolidated
information is then processed in Microsoft Access to create the CARCORP reports.
The Aged Trail Balance and G/L activity is verified and proofed on an individual
plant location as well as a consolidated level.

The following accounts are located on the following Servers:

Tato 1:  Columbia, Evart, O'Fallon, Manchester, Nashville, Stratford,
         Mississauga, Scarborough, St. Joseph, Williamston Serial: NI90609055
Tato 2:  Americus, St. Louis, Guelph, New Baltimore, Port Huron, Rantoul Serial:
         NI90607658
Tato 3:  Athens, Troy, Morristown, New Hampshire, Port Hope, and Westland Havre
         de Grace. Serial: NI8250CMK6
Citris NT: SNAPSHOT

All of the DEC Alpha Servers are leased. Typical leases are for 3 years at which
time a newer model is leased as a replacement. This environment has been in
place since 1995. This equipment is currently scheduled to be replaced by the
end of 2002.

Each of the plant locations has the equipment and network infrastructure
available to access their databases. Equipment at the plants typically includes
PCs, laser printers, and impact printers.

Software used in the CARCORP reporting process includes:

TRANS4M (ERP SOFTWARE)                       SNAPSHOT (CONSOLIDATION QUERY TOOL)
Brain North America, Inc.                    Brain - Hummingbird
3855 Sparks Drive SE                         3855 Sparks Drive SE
Suite 201                                    Suite 201
Grand Rapids, Michigan 49546                 Grand Rapids, Michigan 49546
Mike Solomon                                 Mike Solomon
Installed Base Manager                       Installed Base Manager
(734) 997-9200                               (734) 997-9200
COMPAQ (DEC ALPHAS)
John Parrottino  248-340-1966
Acct Mgr
2014 Maple Ridge
Rochester Hills, MI  48309


                                      SE-2


<PAGE>


                                                                      SCHEDULE F



             List of C&A Fiscal Periods for the Years 2001 and 2002

                CALENDAR FOR FISCAL YEAR ENDING DECEMBER 29, 2001


<TABLE>
<CAPTION>


    ---------------------------------------------------------------------------------------------------------------------
                           1ST QUARTER                                                2ND QUARTER
    ---------------------------------------------------------------------------------------------------------------------
                           FIRST PERIOD                                              FOURTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
<S>         <C>    <C>    <C>     <C>    <C>    <C>    <C>      <C>    <C>    <C>     <C>    <C>    <C>     <C>    <C>
     Mon.   Sun    Mon    Tue     Wed    Thu    Fri    Sat      Mon.   Sun    Mon     Tue    Wed    Thu     Fri    Sat
    ---------------------------------------------------------------------------------------------------------------------
    Dec         31                                              Apr         1       2      3      4       5      6      7
    ---------------------------------------------------------------------------------------------------------------------
    Jan                 1       2      3      4      5       6              8       9     10     11      12     13     14
    ---------------------------------------------------------------------------------------------------------------------
                 7      8       9     10     11     12      13             15      16     17     18      19     20     21
    ---------------------------------------------------------------------------------------------------------------------
                14     15      16     17     18     19      20             22      23     24     25      26     27     28
    ---------------------------------------------------------------------------------------------------------------------
                21     22      23     24     25     26      27             29      30
    ---------------------------------------------------------------------------------------------------------------------
                28     29      30     31                        Nat                        1      2       3      4      5
    ---------------------------------------------------------------------------------------------------------------------
    Feb                                       1      2       3
    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------
                          SECOND PERIOD                                              FIFTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
     Mon.    Sun    Mon     Tue    Wed    Thu    Fri     Sat    Mon.   Sun     Mon    Tue    Wed     Thu    Fri    Sat
    ---------------------------------------------------------------------------------------------------------------------
      Feb        4      5       6      7      8      9      10  May        6       7      8      9      10     11     12
    ---------------------------------------------------------------------------------------------------------------------
                11     12      13     14     15     16      17            13      14     15     16      17     18     19
    ---------------------------------------------------------------------------------------------------------------------
                18     19      20     21     22     23      24            20      21     22     23      24     25     26
    ---------------------------------------------------------------------------------------------------------------------
                25     26      27     28                                  27      28     29     30      31
    ---------------------------------------------------------------------------------------------------------------------
      Mar                                     1      2       3  Jun                                             1      2
    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------
                           THIRD PERIOD                                              SIXTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
     Mon.      Sun    Mon     Tue    Wed    Thu    Fri     Sat  Mon.     Sun     Mon    Tue    Wed     Thu    Fri    Sat
    ---------------------------------------------------------------------------------------------------------------------
      Mar        4      5       6      7      8      9      10  Jun        3       4      5      6       7      8      9
    ---------------------------------------------------------------------------------------------------------------------
                 1     12      13     14     15     16      17            10      11     12     13      14     15     16
    ---------------------------------------------------------------------------------------------------------------------
                18     19      20     21     22     23      24            17      18     19     20      21     22     23
    ---------------------------------------------------------------------------------------------------------------------
                25     26      27     28     29     30      31            24      25     26     27      28     29     30
    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------
                           3RD QUARTER                                                4TH QUARTER
    ---------------------------------------------------------------------------------------------------------------------
                          SEVENTH PERIOD                                             TENTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
     Mon.    Sun     Mon    Tue    Wed     Thu    Fri    Sat    Mon.    Sun     Mon    Tue    Wed     Thu    Fri    Sat
    ---------------------------------------------------------------------------------------------------------------------
    July         1       2      3      4       5      6      7  Sept       30
    ---------------------------------------------------------------------------------------------------------------------
                 8       9     10     11      12     13     14  Oct                 1      2      3       4      5     6
    ---------------------------------------------------------------------------------------------------------------------
                15      16     17     18      19     20     21              7       8      9     10      11     12    13
    ---------------------------------------------------------------------------------------------------------------------
                22      23     24     25      26     27     28             14      15     16     17      18     19    20
    ---------------------------------------------------------------------------------------------------------------------
                29      30     31                                          21      22     23     24      25     26    27
    ---------------------------------------------------------------------------------------------------------------------
    Aug                                1       2      3      4             28      29     30     31
    ---------------------------------------------------------------------------------------------------------------------
                                                                Nov                                       1      2     3
    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------
                          EIGHTH PERIOD                                             ELEVENTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
     Mon.    Sun     Mon    Tue    Wed     Thu    Fri    Sat    Mon.    Sun     Mon    Tue    Wed     Thu    Fri    Sat
    ---------------------------------------------------------------------------------------------------------------------
      Aug        5       6      7      8       9     10     11  Nov         4       5      6      7       8      9    10
    ---------------------------------------------------------------------------------------------------------------------
                12      13     14     15      16     17     18             11      12     13     14      15     16    17
    ---------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      SF-1


<PAGE>

<TABLE>
<CAPTION>


<S>           <C>     <C>    <C>   <C>    <C>     <C>     <C>   <C>      <C>     <C>   <C>     <C>    <C>    <C>   <C>
    ---------------------------------------------------------------------------------------------------------------------
                19      20     21     22      23     24     25             18      19     20     21      22     23    24
    ---------------------------------------------------------------------------------------------------------------------
                26      27     28     29      30     31                    25      26     27     28      29     30
    ---------------------------------------------------------------------------------------------------------------------
     Sept                                                    1  Dec                                                  1
    ---------------------------------------------------------------------------------------------------------------------

    ---------------------------------------------------------------------------------------------------------------------
                           NINTH PERIOD                                             TWELFTH PERIOD
    ---------------------------------------------------------------------------------------------------------------------
     Mon.      Sun     Mon    Tue    Wed     Thu    Fri    Sat  Mon.      Sun     Mon    Tue    Wed     Thu    Fri   Sat
    ---------------------------------------------------------------------------------------------------------------------
     Sept        2       3      4      5       6      7      8  Dec         2       3      4      5       6      7     8
    ---------------------------------------------------------------------------------------------------------------------
                 9      10     11     12      13     14     15              9      10     11     12      13     14    15
    ---------------------------------------------------------------------------------------------------------------------
                16      17     18     19      20     21     22             16      17     18     19      20     21    22
    ---------------------------------------------------------------------------------------------------------------------
                23      24     25     26      27     28     29             23      24     25     26      27     28    29
    ---------------------------------------------------------------------------------------------------------------------
                                                                           30      31
    ---------------------------------------------------------------------------------------------------------------------

                CALENDAR FOR FISCAL YEAR ENDING DECEMBER 31, 2002


    ----------------------------------------------------------------------------------------------------------------------
                           1ST QUARTER                                                2ND QUARTER
    ----------------------------------------------------------------------------------------------------------------------
                           FIRST PERIOD                                              FOURTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
     MON.    SUN     MON    TUE    WED     THU    FRI    SAT    MON.    SUN    MON    TUE     WED    THU    FRI     SAT
    ----------------------------------------------------------------------------------------------------------------------
      JAN                       1      2       3      4      5  APR                1      2       3      4      5       6
    ----------------------------------------------------------------------------------------------------------------------
                 6       7      8      9      10     11     12              7      8      9      10     11     12      13
    ----------------------------------------------------------------------------------------------------------------------
                13      14     15     16      17     18     19             14     15     16      17     18     19      20
    ----------------------------------------------------------------------------------------------------------------------
                20      21     22     23      24     25     26             21     22     23      24     25     26      27
    ----------------------------------------------------------------------------------------------------------------------
                27      28     29     30      31                           28     29     30
    ----------------------------------------------------------------------------------------------------------------------
      FEB                                             1      2  MAY                               1      2      3       4
    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------
                          SECOND PERIOD                                               FIFTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
     MON.    SUN     MON    TUE    WED     THU    FRI    SAT    MON.    SUN    MON    TUE     WED    THU    FRI     SAT
    ----------------------------------------------------------------------------------------------------------------------
      FEB     3       4      5      6       7      8      9     MAY         5      6      7       8      9     10      11
    ----------------------------------------------------------------------------------------------------------------------
              10     11      12     13     14      15     16               12     13     14      15     16     17      18
    ----------------------------------------------------------------------------------------------------------------------
              17     18      19     20     21      22     23               19     20     21      22     23     24      25
    ----------------------------------------------------------------------------------------------------------------------
              24     25      26     27     28                              26     27     28      29     30     31
    ----------------------------------------------------------------------------------------------------------------------
      MAR                                          1      2     JUN                                                     1
    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------
                           THIRD PERIOD                                               SIXTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
     MON.    SUN     MON    TUE    WED     THU    FRI    SAT    MON.      SUN    MON    TUE     WED    THU    FRI     SAT
    ----------------------------------------------------------------------------------------------------------------------
      MAR     3       4      5      6       7      8      9     JUN         2      3      4       5      6      7       8
    ----------------------------------------------------------------------------------------------------------------------
              10     11      12     13     14      15     16                9     10     11      12     13     14      15
    ----------------------------------------------------------------------------------------------------------------------
              17     18      19     20     21      22     23               16     17     18      19     20     21      22
    ----------------------------------------------------------------------------------------------------------------------
              24     25      26     27     28      29     30               23     24     25      26     27     28      29
    ----------------------------------------------------------------------------------------------------------------------
              31                                                           30
    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------


    ----------------------------------------------------------------------------------------------------------------------
                           3RD QUARTER                                                4TH QUARTER
    ----------------------------------------------------------------------------------------------------------------------
                          SEVENTH PERIOD                                              TENTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
     MON.    SUN     MON    TUE    WED     THU    FRI    SAT    MON.    SUN     MON    TUE    WED     THU    FRI    SAT
    ----------------------------------------------------------------------------------------------------------------------
    JULY                 1      2      3       4      5      6  OCT                        1      2       3      4      5
    ----------------------------------------------------------------------------------------------------------------------
                 7       8      9     10      11     12     13              6       7      8      9      10     11     12
    ----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      SF-2


<PAGE>

<TABLE>
<CAPTION>

<S>          <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>      <C>   <C>    <C>     <C>     <C>    <C>    <C>
    ----------------------------------------------------------------------------------------------------------------------
                14      15     16     17      18     19     20             13      14     15     16      17     18     19
    ----------------------------------------------------------------------------------------------------------------------
                21      22     23     24      25     26     27             20      21     22     23      24     25     26
    ----------------------------------------------------------------------------------------------------------------------
                28      29     30     31                                   27      28     29     30      31
    ----------------------------------------------------------------------------------------------------------------------
    AUG                                        1      2      3  NOV                                              1      2
    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------
                          EIGHTH PERIOD                                             ELEVENTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
     MON.    SUN     MON    TUE    WED     THU    FRI    SAT    MON.    SUN     MON    TUE    WED     THU    FRI    SAT
    ----------------------------------------------------------------------------------------------------------------------
    AUG          4       5      6      7       8      9     10 NOV          3       4      5      6       7      8      9
    ----------------------------------------------------------------------------------------------------------------------
                11      12     13     14      15     16     17             10      11     12     13      14     15     16
    ----------------------------------------------------------------------------------------------------------------------
                18      19     20     21      22     23     24             17      18     19     20      21     22     23
    ----------------------------------------------------------------------------------------------------------------------
                25      26     27     28      29     30                    24      25     26     27      28     29     30
    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------

    ----------------------------------------------------------------------------------------------------------------------
                           NINTH PERIOD                                              TWELFTH PERIOD
    ----------------------------------------------------------------------------------------------------------------------
    MON.       SUN     MON    RUE    WED     THU    FRI    SAT MON.       SUN     MON    TUE    WED     THU    FRI    SAT
    ----------------------------------------------------------------------------------------------------------------------
    SEPT         1       2      3      4       5      6      7 DEC          1       2      3      4       5      6      7
    ----------------------------------------------------------------------------------------------------------------------
                 8       9     10     11      12     13     14              8       9     10     11      12     13     14
    ----------------------------------------------------------------------------------------------------------------------
                15      16     17     18      19     20     21             15      16     17     18      19     20     21
    ----------------------------------------------------------------------------------------------------------------------
                22      23     24     25      26     27     28             22      23     24     25      26     27     28
    ----------------------------------------------------------------------------------------------------------------------
                29      30                                                 29      30     31
    ----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                      SF-3

<PAGE>


                                                                      SCHEDULE G

                                   SCHEDULE OF

                       SUPPLEMENTAL DEFINITIONS AND TERMS

                      TO THE RECEIVABLES TRANSFER AGREEMENT
 dated as of December 20, 2001, as amended and restated as of September 24, 2002

                   by and among Carcorp, Inc., as Transferor,
                   Collins & Aikman Products Co., individually
             and as Collection Agent, the persons parties thereto as
       CP Conduit Purchasers, Committed Purchasers and Funding Agents and
                  JP Morgan Chase Bank, as Administrative Agent

                FOR PURPOSES OF TRANSFERS TO EIFFEL FUNDING, LLC
                        EFFECTIVE AS OF FEBRUARY 6, 2002

                  Capitalized terms used and not otherwise defined in this
Schedule of Definitions shall have the meaning set forth in the Asset Transfer
Agreement (defined below).


Definitions.

                  "Asset Collateral" means Eiffel's interest in the Transferred
Interest purchased by Eiffel pursuant to the Asset Transfer Agreement.

                  "Asset Transfer Agreement" means the Receivables Transfer
Agreement, dated as of December 20, 2001, by and among Carcorp, Inc., as
Transferor, Collins & Aikman Products Co., individually and as Collection Agent,
the persons parties thereto as CP Conduit Purchasers, Committed Purchasers and
Funding Agents and JP Morgan Chase Bank, as Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time in accordance
with the provisions thereof and in effect), to which this list of definitions is
attached.

                  "Defaulted Assets" means, as of any date of determination, the
positive excess of:

                  (a) Eiffel's Net Investment as of such date, over

                  (b) the sum of:

                           (i) Eiffel's allocable share, as of such date, of the
                  sum of (A) the aggregate of the Outstanding Balances of all
                  Receivables which are not Defaulted Receivables, plus (B) the
                  Outstanding Balances of all Defaulted Receivables that would
                  give rise to a Deemed Collection pursuant to Section 2.10(a)
                  or (b) of the Asset Transfer Agreement as of such date plus
                  (C) the aggregate Outstanding Balance of any remaining
                  Defaulted Receivables as to which the Obligor is the subject
                  of a Credit Default Swap to the extent such amount does not
                  exceed (1) if the applicable Credit Default Swap is in full
                  force and effect, the Notional Amount of the Credit Default
                  Swap related to such Obligor or (2) if the applicable Credit
                  Default Swap is no longer in full force and effect, the
                  difference between (x) the lesser of (I) the Notional Amount
                  of such Credit Default Swap on the day immediately prior to
                  such termination and (II) the aggregate Outstanding Balance of
                  such Defaulted Receivables on the day immediately prior to
                  such termination and (y) all





                                      SG-1

<PAGE>


                  amounts paid and due under such Credit Default Swap which have
                  been or will be applied to reduce Eiffel's Net Investment plus
                  (D) the positive amount, if any, between the value (in U.S.
                  Dollars) of the Receivables included in clauses (A), (B) and
                  (C) above on the date of the most recent Weekly or Daily
                  Report and the value of such Receivables (in U.S. Dollars) on
                  the date of determination, and

                           (ii) Eiffel's allocable share of amounts on deposit
                  in the Collection Account.

                  "Eiffel" means Eiffel Funding, LLC, a Delaware limited
liability company.

                  "Net Aggregate Losses" means, as of any date of determination,
the positive excess of the outstanding principal balance of any Defaulted Assets
as of such date over any amounts reimbursed in respect of such Defaulted Assets
prior to such date of determination.

                  "Outstanding Balance" means as of any date of determination,
but only when used in connection with the Transferred Asset for purposes of the
documentation relating to Eiffel's Commercial Paper, the Transferee Investment.

                  "Transferee Investment" means, as of any date of
determination, the positive excess of (a) the Net Investment of Eiffel as of
such date over (b) any Net Aggregate Losses outstanding as of such date.

                  "Transferred Asset" means Eiffel's interest in the Transferred
Interest.

                  "Yield" means, the Discount payable with respect to the
applicable Transferred Interest in accordance with the Asset Transfer Agreement
for the relevant period.



                                      SG-2
<PAGE>




                                                                       EXHIBIT A



                         Credit and Collection Policies



                     On file with the Administrative Agent.



                                      A-1

<PAGE>



                                                                       EXHIBIT B



                       List of Lockbox Banks and Accounts




<TABLE>
<S>                                                  <C>                        <C>
JP Morgan Chase
New York, NY 10249
                                                     Lockbox #                  Account #

Carcorp Becker                                       6494                       323-306527 USD
Carcorp Extended Enterprise                          6542                       323-306578 USD
Carcorp Dura/Amco                                    6609                       323-886566 USD
Carcorp Traffic/CHO                                  6622                       323-886574 USD
Carcorp Accessory Mats                               6602                       323-886582 USD
Carcorp Auto Fabrics
(Farmville & Roxboro)                                6696                       323-886590 USD
Carcorp Carpet & Acoustics (Albemarle)               6645                       323-886612 USD
Carcorp Plastics                                     6647                       323-886620 USD
Carcorp JPS                                          6605                       323-885543 USD
Carcorp Fabrics Inc.                                 6640                       323-885578 USD
Carcorp ACTN                                         6379                       323-363601 USD
Carcorp ACMI                                         6380                       323-363415 USD
Carcorp TXT Auto Troy EFT Deposit                    n/a                        323-182712 USD
Carcorp TXT Auto Exteriors EFT                       n/a                        910-2569218 USD

Bank of Nova Scotia
44 King Street West
Toronto, Ontario
Canada  M5H 1H1
                                                     Lockbox #                  Account #

Carcorp - Canada Inc.                                3450                       80002 1100513 CAD
Carcorp - Plastics Ltd.                              3451                       80002 1101218 CAD
Carcorp - Canada Inc.                                3452                       80002 6153615 USD
Carcorp - Plastics Ltd.                              3453                       80002 6153712 USD
Carcorp TXT Canada Limited                           3464                       80002 8764816 USD
Carcorp TXT Canada Limited                           3465                       80002 0342718 CAD

Bank One
Detroit, MI  48226
                                                     Lockbox #                  Account #

Carcorp Becker                                       77748                      7200-33 USD
Carcorp TXT Auto Troy LB                             77896                      15448-83 USD
Carcorp TXT Auto Troy LB                             77093                      6732-63 USD
</TABLE>

                                      B-1

<PAGE>


                                                                       EXHIBIT C



                           [FORM OF LOCKBOX AGREEMENT]

                                                                [Date]
[Name and Address
of Lockbox Bank]

         Re:  Carcorp, Inc.
              Lockbox Account No[s].

              Ladies and Gentlemen:

                  Carcorp, Inc. (the "Transferor") hereby notifies you that in
connection with certain transactions involving its accounts receivable, it has
transferred exclusive dominion of its lock-box account no[s].
____________________ maintained with you (collectively the "Accounts") to
JPMorgan Chase Bank, as administrative agent (the "Administrative Agent") and
that the Transferor will transfer exclusive control of the Accounts to the
Administrative Agent effective upon delivery to you of the Notice of
Effectiveness (as hereinafter defined). The accounts receivables are being
transferred (i) to the Transferor pursuant to the Amended and Restated
Receivables Purchase Agreement among Collins & Aikman Products Co. and its
direct and indirect Subsidiaries named therein, each as sellers, and the
Transferor as Purchaser, and the other sellers from time to time named therein,
and (ii) by the Transferor to the Administrative Agent on behalf of the
Committed Purchasers and the CP Conduit Purchasers pursuant to the Receivables
Transfer Agreement among the Transferor, Collins & Aikman Products Co.,
individually and as collection agent (in its capacity as collection agent, the
"Collection Agent"), the CP Conduit Purchasers, Committed Purchasers and Funding
Agents party thereto and the Administrative Agent.

                  In furtherance of the foregoing, the Transferor and the
Administrative Agent hereby instruct you, beginning on the date of your receipt
of the Notice of Effectiveness: (i) to collect the monies, checks, instruments
and other items of payment mailed to the Accounts, (ii) to deposit into the
Accounts all such monies, checks, instruments and other items of payment or all
funds collected with respect thereto (unless otherwise instructed by the
Administrative Agent); and (iii) to transfer all funds deposited and collected
in the Accounts pursuant to instructions given to you by the Administrative
Agent from time to time.

                  You are hereby further instructed: (i) unless and until the
Administrative Agent notifies you to the contrary at any time after your receipt
of the Notice of Effectiveness, to make such transfers from the Accounts at such
times and in such manner as Collection Agent, in its capacity as Collection
Agent for the Administrative Agent, shall from time to time instruct to the
extent such instructions are not inconsistent with the instructions set forth
herein, and (ii) to permit the Collection Agent (in its capacity as Collection
Agent for the Administrative Agent) and the Administrative Agent to obtain upon
request any information relating to the Accounts, including, without limitation,
any information regarding the balance or activity of the Accounts.

                  The Transferor also hereby notifies you that, beginning on the
date of your receipt of the Notice of Effectiveness and notwithstanding anything
herein or elsewhere to the contrary, but subject to the concurrent rights of the
Collection Agent in the preceding paragraph, the Administrative Agent, and not
the Transferor or the Collection Agent, shall be irrevocably entitled to
exercise any and all rights in


                                      C-1


<PAGE>



respect of or in connection with the Accounts, including, without limitation,
the right to specify when payments are to be made out of or in connection with
the Accounts. The Administrative Agent has a continuing interest in all of the
checks and their proceeds and all monies and earnings, if any, thereon in the
Accounts, and you shall be the Administrative Agent's agent for the purpose of
holding and collecting such property. The monies, checks, instruments and other
items or payments mailed to, and funds deposited to, the Accounts will not be
subject to deduction, set-off, banker's lien or any other right in favor of any
person other than the Administrative Agent (except that you may set off (i) all
amounts due to you in respect of your customary fees and expenses for the
routine maintenance and operation of the Accounts, and (ii) the face amount of
any checks which have been credited to the Accounts but are subsequently
returned unpaid because of uncollected or insufficient funds).

                  This Agreement may not be terminated at any time by Transferor
or you without providing thirty (30) days' prior written notice to the
Administrative Agent and the Collection Agent. Neither this Agreement nor any
provisions hereof may be changed, amended, modified or waived orally but only by
an instrument in writing signed by the Administrative Agent, the Transferor and
you.

                  You shall not assign or transfer your rights or obligations
hereunder (other than to the Administrative Agent) without thirty (30) days'
prior written notice to the Administrative Agent and the Transferor. Subject to
the preceding sentence, this Agreement shall be binding upon each of the parties
hereto and their respective successors and assigns, and shall inure to the
benefit of, and be enforceable by the Administrative Agent, each of the parties
hereto and their respective successors and assigns.

                  You hereby represent that the person signing this Agreement on
your behalf is duly authorized by you to so sign.

                  You agree to give the Administrative Agent, the Transferor and
the Collection Agent prompt notice if the Accounts become subject to any writ,
garnishment, judgment, warrant of attachment, execution or similar process.

                  THE TRANSFEROR AGREES TO INDEMNIFY YOU AND HOLD YOU HARMLESS
FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) WHICH YOU MAY SUFFER OR INCUR IN CONNECTION WITH
THIS AGREEMENT OR THE MAINTENANCE OF THE ACCOUNTS, INCLUDING BUT NOT LIMITED TO
THOSE WHICH IN WHOLE OR IN PART ARISE OUT OF YOUR NEGLIGENCE, BUT NOT INCLUDING
THOSE ARISING OUT OF YOUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT
SHALL YOU BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES.

                  Notwithstanding any other provision of this Agreement, you
shall not be liable for any failure, inability to perform, or delay in
performance hereunder, if such failure, inability, or delay is due to acts of
God, war, civil commotion, governmental action, fire, explosion, terrorist
activities, strikes, other industrial disturbances, equipment malfunction,
outages of computers, action, non-action or delayed action on the part of the
Transferor, the Collection Agent or the Administrative Agent, or any other
entity or any other causes that are beyond your reasonable control, or for any
such failure, or delay resulting from your reasonable belief that the action
would violate any guideline, rule or regulation of any Official Body.

                  Any notice, demand or other communication required or
permitted to be given hereunder shall be in writing and may be personally served
or sent by facsimile or by courier service or by United States mail and shall be
deemed to have been delivered when delivered in person or by courier service or
by facsimile or three (3) Business Days after deposit in the United States mail
(registered or certified,




                                      C-2


<PAGE>


with postage prepaid and properly addressed). For the purposes hereof, the
addresses of the parties hereto shall be as set forth below each party's name
below, or, as to each party, at such other address as may be designated by such
party in a written notice to the other party and the Administrative Agent.

                  Please agree to the terms of, and acknowledge receipt of, this
notice by signing in the space provided below.



                                      C-3

<PAGE>



                  The transfer of control of the Accounts, referred to in the
first paragraph of this letter, shall become effective upon delivery to you or a
notice (the "Notice of Effectiveness") in substantially the form attached hereto
as Annex "I."

                                              Very truly yours,

                                              CARCORP, INC.

                                              By:_______________________________
                                              Title:____________________________
                                              Date:_____________________________

                                              101 Convention Center Drive
                                              Suite 850
                                              Las Vegas, Nevada 89109
                                              Attention:  Monte Miller
                                              Facsimile No.:  (702) 598-3651

ACKNOWLEDGED AND AGREED:
                                              JPMORGAN CHASE BANK, as
[NAME OF LOCKBOX BANK]                        Administrative Agent

By:_________________________________          By:_______________________________
Title:______________________________          Title:____________________________
Date:_______________________________          Date:_____________________________
[Address]
Attention:__________________________          450 West 33rd Street
Facsimile No.:______________________          15th Floor
                                              New York, NY  10001
                                              Attention:  Conduit Administration
                                              Telecopy:  (212) 946-8098




COLLINS & AIKMAN PRODUCTS CO., as Collection Agent

By:_________________________________
Title:______________________________
Date:_______________________________

10101 Claude Freeman Drive
Suite 150 West
Charlotte, NC  28262
Attention:  Assistant Treasurer
Facsimile No.:  (704) 971-5341




<PAGE>


                                     ANNEX I
                              TO LOCK-BOX AGREEMENT
                        [FORM OF NOTICE OF EFFECTIVENESS]

                                                DATED:  ___________________, ___

TO:  [Name of Lockbox Bank]

[Address]

ATTENTION:

Re:      Lockbox Account No[s].

Ladies and Gentlemen:

                  We hereby give you notice that the transfer of control of the
above-referenced Lockbox Account[s], as described in our letter agreement with
you dated _________________, _____ is effective as of the date hereof. You are
hereby instructed to comply immediately with the instructions set forth in that
letter.

                                              Very truly yours,

                                              CARCORP, INC.

                                              By:_______________________________
                                              Title:____________________________

ACKNOWLEDGED AND AGREED:

[NAME OF LOCKBOX BANK]

By:_________________________________
Title:______________________________
Date:_______________________________

[Address]
Attention:__________________________
Facsimile No.:______________________









<PAGE>



                                                                     EXHIBIT D-1



                             [FORM OF DAILY REPORT]

Daily Report

SELLER                           _______________________________________________

FACILITY LIMIT                   _______________________________________________

<TABLE>
<S>                                                                                                       <C>

CAD PUT/USD CALL STRIKE PRICE................................................................
                                                                                                          --------------------
RECEIVABLES ACTIVITY (IN 000'S)
                                                                                                          --------------------
BEGINNING RECEIVABLES BALANCE................................................................
                                                                                                          --------------------
         Sales...............................................................................
                                                                                                          --------------------
         Diluted Receivables.................................................................
                                                                                                          --------------------
         Net Sales...........................................................................
                                                                                                          --------------------
         Collections.........................................................................
                                                                                                          --------------------
         Writeoffs...........................................................................
                                                                                                          --------------------
ENDING RECEIVABLES BALANCE...................................................................
                                                                                                          --------------------

NON-RECEIVABLE COLLECTIONS (BECKER)
                                                                                                          --------------------


NET RECEIVABLES BALANCE CALCULATION (IN 000'S)

OUTSTANDING RECEIVABLES BALANCE..............................................................
                                                                                                          --------------------
         - Foreign Receivables...............................................................
                                                                                                          --------------------
         - Receivables from Bankrupt Obligors................................................
                                                                                                          --------------------
         - Ineligible Obligors (>25% over 60 Days P.D.)......................................
                                                                                                          --------------------
         - Non-hedged Canadian Receivables...................................................
                                                                                                          --------------------
         - Other Ineligibles.................................................................
                                                                                                          --------------------
NON-DEFAULTED RECEIVABLES....................................................................
                                                                                                          --------------------
         - Delinquent Receivables (over 61 Days P.D.)........................................
                                                                                                          --------------------
ELIGIBLE RECEIVABLES.........................................................................
                                                                                                          --------------------
         - Excess Concentrations.............................................................
                                                                                                          --------------------
NET RECEIVABLES BALANCE......................................................................
                                                                                                          --------------------

DAILY EXPENSES (IN $, NOT 000'S)

Daily Discount/Yield.........................................................................
                                                                                                          --------------------
Daily Servicing..............................................................................
                                                                                                          --------------------
Daily Utilization Fee........................................................................
                                                                                                          --------------------
Daily Unused Fee.............................................................................
                                                                                                          --------------------

</TABLE>


                                     D-1-1

<PAGE>

<TABLE>
<CAPTION>

TOP OBLIGORS
------------------------ ------------------- ---------------------- ------------ ------------------ ------------------
                             S-T RATING           L-T RATING                                             EXCESS
SPECIAL                  ----------------     -------------------                  CONCENTRATION      CONCENTRATION
OBLIGATORS                S&P     MOODY'S      S&P       MOODY'S      BALANCE          LIMIT             AMOUNT
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
<S>                      <C>     <C>         <C>       <C>          <C>          <C>                <C>
DaimlerChrysler
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
General Motors
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Ford Motor Co.
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Mitsubishi
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Lear Seating
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------


OTHER OBLIGOR(S)
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Toyota
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Honda
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Foamex
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
JCI
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
                                                                        Total Excess Concentration
                                                                                                    ------------------

</TABLE>


                                     D-1-2


<PAGE>

                                                               [MONTH DAY, YEAR]
Transferor:                                                        Carcorp, Inc.
                          ------------------------------------------------------
Collection Agent:                                  Collins & Aikman Products Co.
                          ------------------------------------------------------
<TABLE>
<S>                                                                                                       <C>

NET INVESTMENT INFORMATION

PARCO Funded Amount.............................................................
                                                                                                          --------------------
Eiffel Funded Amount............................................................
                                                                                                          --------------------
Liberty Street Funded Amount....................................................
                                                                                                          --------------------
Redwood Funded Amount...........................................................
                                                                                                          --------------------
         Net Investment (in 000's)...........................................................
                                                                                                          --------------------

RESERVE PERCENTAGES

Loss Reserve Ratio...........................................................................
                                                                                                          --------------------
Dilution Reserve Ratio.......................................................................
                                                                                                          --------------------
Carrying Cost Reserve Ratio..................................................................
                                                                                                          --------------------
Servicing Fee Reserve Ratio..................................................................

Loss and Dilution Reserve Ratio..............................................................
                                                                                                          --------------------
         (i) Total Loss and Dilution Reserve.................................................
                                                                                                          --------------------
         (ii) Minimum Ratio..................................................................
                                                                                                          --------------------
Greater of (i) and (ii)......................................................................
                                                                                                          --------------------

Total Reserve Required.......................................................................
                                                                                                          --------------------

PURCHASE PRICE

Percentage Factor............................................................................
                                                                                                          --------------------
Paydown Required?............................................................................
                                                                                                          --------------------
If "Yes", how much?..........................................................................
                                                                                                          --------------------
Net Investment After Paydown.................................................................
                                                                                                          --------------------
Percentage Factor After Paydown..............................................................
                                                                                                          --------------------

TERMINATION EVENTS

Percentage Factor > Maximum % Factor.........................................................
                                                                                                          --------------------
Percentage Factor > $250,000,000.............................................................
                                                                                                          --------------------
</TABLE>



The undersigned, an Officer of Collins & Aikman Products Co., as Collection
Agent, certifies that the information set forth above is true and correct in all
material respects all of its servicing obligations under the Receivables
Purchase Agreement required to be performed as of the date hereof:

--------------------------------------------------------------------------------
Signature:
Date:


                                     D-1-3

<PAGE>



                                                                     EXHIBIT D-2



                             [FORM OF WEEKLY REPORT]



Weekly Report:

Seller:
                          ------------------------------------------------------
Facility Limit:
                          ------------------------------------------------------

<TABLE>
<S>                                                                                                       <C>


CAD PUT/USD CALL STRIKE PRICE................................................................
                                                                                                          --------------------

RECEIVABLES ACTIVITY (IN 000'S)

BEGINNING RECEIVABLES BALANCE................................................................
                                                                                                          --------------------
         Sales...............................................................................
                                                                                                          --------------------
         Diluted Receivables.................................................................
                                                                                                          --------------------
         Net Sales...........................................................................
                                                                                                          --------------------
         Collections.........................................................................
                                                                                                          --------------------
         Writeoffs...........................................................................
                                                                                                          --------------------
ENDING RECEIVABLES BALANCE...................................................................
                                                                                                          --------------------

NON-RECEIVABLE COLLECTIONS (BECKER)..........................................................
                                                                                                          --------------------

NET RECEIVABLES BALANCE CALCULATION (IN 000'S)

OUTSTANDING RECEIVABLES BALANCE..............................................................
                                                                                                          --------------------
         - Foreign Receivables...............................................................
                                                                                                          --------------------
         - Receivables from Bankrupt Obligors................................................
                                                                                                          --------------------
         - Ineligible Obligors (>25% over 60 Days P.D.)......................................
                                                                                                          --------------------
         - Non-hedged Canadian Receivables...................................................
                                                                                                          --------------------
         - Other Ineligibles.................................................................
                                                                                                          --------------------
NON-DEFAULTED RECEIVABLES....................................................................
                                                                                                          --------------------
         - Delinquent Receivables (over 61 Days P.D.)........................................
                                                                                                          --------------------
ELIGIBLE RECEIVABLES.........................................................................
                                                                                                          --------------------
         - Excess Concentrations.............................................................
                                                                                                          --------------------
NET RECEIVABLES BALANCE......................................................................
                                                                                                          --------------------


END OF WEEK EXPENSES (IN $, NOT 000'S)

Sum of Daily Discount/Yield for Week.........................................................
                                                                                                          --------------------
Sum of Daily Servicing for Week..............................................................
                                                                                                          --------------------
Sum of Daily Utilization Fee for Week........................................................
                                                                                                          --------------------
Sum of Daily Unused Fee for Week.............................................................
                                                                                                          --------------------
</TABLE>

                                     D-2-1


<PAGE>

<TABLE>
<CAPTION>


TOP OBLIGORS
------------------------ ------------------- ---------------------- ------------ ------------------ ------------------
                             S-T RATING           L-T RATING                                             EXCESS
SPECIAL                  ----------------     -------------------                  CONCENTRATION      CONCENTRATION
OBLIGATORS                S&P     MOODY'S      S&P       MOODY'S      BALANCE          LIMIT             AMOUNT
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
<S>                      <C>     <C>         <C>       <C>          <C>          <C>                <C>
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
DaimlerChrysler.....
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
General Motors......
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Ford Motor Co.......
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Mitsubishi..........
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Lear Seating........
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------

OTHER OBLIGOR(S)
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Toyota..............
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Honda...............
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Foamex..............
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
JCI.................
--------------------------------------------------------------------------------------------------- ------------------
                                                                        Total Excess Concentration
                                                                                                    ------------------
</TABLE>


                                     D-2-2

<PAGE>


                                                               [MONTH DAY, YEAR]
Transferor:                                                        Carcorp, Inc.
                          ------------------------------------------------------
Collection Agent:                                  Collins & Aikman Products Co.
                          ------------------------------------------------------


<TABLE>
<S>                                                                                                       <C>

NET INVESTMENT INFORMATION

PARCO Funded Amount.............................................................
                                                                                                          --------------------
Eiffel Funded Amount............................................................
                                                                                                          --------------------
Liberty Street Funded Amount....................................................
                                                                                                          --------------------
Redwood Funded Amount...........................................................
                                                                                                          --------------------
         Net Investment (in 000's)...........................................................
                                                                                                          --------------------

RESERVE PERCENTAGES

Loss Reserve Ratio...........................................................................
                                                                                                          --------------------
Dilution Reserve Ratio.......................................................................
                                                                                                          --------------------
Carrying Cost Reserve Ratio..................................................................
                                                                                                          --------------------
Servicing Fee Reserve Ratio..................................................................
                                                                                                          --------------------
Loss and Dilution Reserve Ratio..............................................................
                                                                                                          --------------------
         (i) Total Loss and Dilution Reserve.................................................
                                                                                                          --------------------
         (ii) Minimum Ratio..................................................................
                                                                                                          --------------------
Greater of (i) and (ii)......................................................................
                                                                                                          --------------------

Total Reserve Required.......................................................................
                                                                                                          --------------------

PURCHASE PRICE

Percentage Factor............................................................................
                                                                                                          --------------------
Paydown Required?............................................................................
                                                                                                          --------------------
If "Yes", how much?..........................................................................
                                                                                                          --------------------
Net Investment After Paydown.................................................................
                                                                                                          --------------------
Percentage Factor After Paydown..............................................................
                                                                                                          --------------------

TERMINATION EVENTS

Percentage Factor > Maximum % Factor.........................................................
                                                                                                          --------------------
Percentage Factor > $250,000,000.............................................................
                                                                                                          --------------------
</TABLE>


The undersigned, an Officer of Collins & Aikman Products Co., as Collection
Agent, certifies that the information set forth above is true and correct in all
material respects all of its servicing obligations under the Receivables
Purchase Agreement required to be performed as of the date hereof:

--------------------------------------------------------------------------------
Signature:
Date:


                                     D-2-3



<PAGE>


                                                                     EXHIBIT D-3



                         [FORM OF SETTLEMENT STATEMENT]

Settlement Report

Seller:
                          ------------------------------------------------------
Facility Limit:
                          ------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
CAD PUT/USD CALL STRIKE PRICE................................................................              -
                                                                                                  --------------------

RECEIVABLES ACTIVITY                                                                                  (IN 000'S)
                                                                                                  --------------------
         Beginning Receivables Balance.......................................................              -
                                                                                                  --------------------
         Sales...............................................................................              -
                                                                                                  --------------------
         Total Diluted Credits...............................................................              -
                                                                                                  --------------------
         Collections.........................................................................              -
                                                                                                  --------------------
         Other Adjustments...................................................................              -
                                                                                                  --------------------
         Write-Offs..........................................................................              -
                                                                                                  --------------------
         Ending Receivables Balance..........................................................              -
                                                                                                  --------------------
PURCHASE PRICE...............................................................................              -
                                                                                                  --------------------

                                                                                                  --------------------
NON-RECEIVABLE COLLECTIONS (BECKER)..........................................................              -
                                                                                                  --------------------

NET RECEIVABLES BALANCE CALCULATION                                                                   (IN 000'S)

                                                                                                  --------------------
OUTSTANDING RECEIVABLES BALANCE..............................................................              -
                                                                                                  --------------------
         - Foreign Receivables...............................................................              -
                                                                                                  --------------------
         - Intercompany Receivables..........................................................              -
                                                                                                  --------------------
         - Receivables from Bankrupt Obligors................................................              -
                                                                                                  --------------------
         - Non-hedged Canadian Receivables...................................................              -
                                                                                                  --------------------
         - Cross-Agings (more than 25% are over 60 days P.D.)................................              -
                                                                                                  --------------------
         - Other Ineligible Receivables......................................................              -
                                                                                                  --------------------
NON-DEFAULTED RECEIVABLES....................................................................              -
                                                                                                  --------------------
         - Delinquent Receivables (over 61 Days P.D.)........................................              -
                                                                                                  --------------------
ELIGIBLE RECEIVABLES BALANCE.................................................................              -
                                                                                                  --------------------
         - Excess Concentrations.............................................................              -
                                                                                                  --------------------
NET RECEIVABLES BALANCE......................................................................              -
                                                                                                  --------------------
         Gross Canadian Receivables Balance (in CAD).........................................              -
                                                                                                  --------------------
         Eligible Canadian Receivables Balance (in CAD)......................................              -
                                                                                                  --------------------
         Eligible Canadian A/R as a % of Total Eligible Receivables..........................            0.0%
                                                                                                  --------------------

CONSOLIDATED AGINGS                                                                    %              (IN 000'S)
                                                                               ------------------ --------------------
Current, net of Unallocated Cash                                                       -                   -
                                                                               ------------------ --------------------
1-30 Days Past Due                                                                     -                   -
                                                                               ------------------ --------------------
31-60 Days Past Due                                                                    -                   -
                                                                               ------------------ --------------------
61-90 Days Past Due                                                                    -                   -
                                                                               ------------------ --------------------
91-120 Days Past Due                                                                   -                   -
                                                                               ------------------ --------------------
121+ Days Past Due                                                                     -
                                                                               ------------------ --------------------
</TABLE>


                                     D-3-1

<PAGE>
<TABLE>
<CAPTION>


TOP OBLIGORS
------------------------ ------------------- ---------------------- ------------ ------------------ ------------------
                             S-T RATING           L-T RATING                                             EXCESS
SPECIAL                  ----------------     -------------------                  CONCENTRATION      CONCENTRATION
OBLIGATORS                S&P     MOODY'S      S&P       MOODY'S      BALANCE          LIMIT             AMOUNT
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
<S>                      <C>     <C>         <C>       <C>          <C>          <C>                <C>
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
DaimlerChrysler.....      A-2       P-2        BBB+        A3
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
General Motors......      A-2       P-2        BBB+        A3
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Ford Motor Co.......      A-2       N/R        BBB+        A3
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Mitsubishi..........      A-2       N/R        A-1+        P-1
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------
Lear Seating........      N/R       N/R        BB-         Ba3
------------------------ ------- ----------- --------- ------------ ------------ ------------------ ------------------

OTHER OBLIGOR(S)
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Toyota..............     A-1+       P-1        AAA        Aa2
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Honda...............      A-1       P-1         A          A3
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
Foamex..............      N/R       N/R        N/R        N/R
----------------------- -------- ----------- --------- ----------- ------------- ------------------ ------------------
JCI.................      A-2       P-1         A-         A2
--------------------------------------------------------------------------------------------------- ------------------
                                                                        Total Excess Concentration
                                                                                                    ------------------
</TABLE>



                                     D-3-2


<PAGE>


                                                               [MONTH DAY, YEAR]
Transferor:                                                        Carcorp, Inc.
                          ------------------------------------------------------
Collection Agent:                                  Collins & Aikman Products Co.
                          ------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                              <C>                  <C>
NET INVESTMENT INFORMATION                                                       PREVIOUS PERIOD      CURRENT
                                                                                                       PERIOD
                                                                                ------------------------------------
PARCO Funded Amount.............................................................        -                -
                                                                                ------------------------------------
Eiffel Funded Amount............................................................        -                -
                                                                                ------------------------------------
Liberty Street Funded Amount....................................................        -                -
                                                                                ------------------------------------
Redwood Funded Amount...........................................................        -                -
                                                                                ------------------------------------
         Net Investment (in 000's)..............................................        -                 -
                                                                                ------------------------------------

                                                                                                      CURRENT
RECEIVABLE PERFORMANCE                                                           PREVIOUS PERIOD       PERIOD
                                                                                ------------------------------------
Default Ratio...................................................................        -                -
                                                                                ------------------------------------
LTM Peak of 3 Mo. Rolling Avg...................................................        -                -
                                                                                ------------------------------------
Loss Horizon Ratio..............................................................        -                -
                                                                                ------------------------------------
         Loss Reserve Ratio.....................................................        -                 -
                                                                                ------------------------------------

                                                                                ------------------------------------
Dilution Ratio..................................................................        -                -
                                                                                ------------------------------------
LTM Dilution Ratio Average......................................................        -                -
                                                                                ------------------------------------
Dilution volatility.............................................................        -                -
                                                                                ------------------------------------
Dilution Period.................................................................        -                -
                                                                                ------------------------------------
         Dilution Reserve Ratio.................................................        -                 -
                                                                                ------------------------------------

RESERVE AMOUNT
                                                                                ------------------------------------
         Carrying Cost Reserve..................................................        -                -
                                                                                ------------------------------------
         Servicing Fee Reserve..................................................        -                -
                                                                                ------------------------------------
Loss and Dilution Reserve Ratio.................................................
                                                                                ------------------------------------
         (i) Total Loss and Dilution Reserve....................................        -                -
                                                                                ------------------------------------
         (ii) Minimum Loss & Dilution Reserve...................................        -                -
                                                                                ------------------------------------
Greater of (i) and (ii).........................................................        -                -
                                                                                ------------------------------------

                                                                                ------------------------------------
Total Reserve Required..........................................................        -                -
                                                                                ------------------------------------

TERMINATION EVENTS                                                                   Actual
                                                                                ------------------------------------
Net Investment > Facility Limit.................................................        -                NO
                                                                                ------------------------------------
3 Month Avg. Dilution Ratio > 4.50%.............................................        -                NO
                                                                                ------------------------------------
3 Month Avg. Delinquency Ratio > 14.00%.........................................        -                NO
                                                                                ------------------------------------
3 Month Avg. Default. Ratio  > 3.75%............................................        -                NO
                                                                                ------------------------------------
Leverage Ratio  > 4.50..........................................................        -                NO
                                                                                ------------------------------------
Interest Coverage Ratio < 2.25..................................................        -                NO
                                                                                ------------------------------------
</TABLE>


The undersigned, an Officer of Collins & Aikman Products Co. as the as
Collection Agent, certifies that the information set forth above obligations
under the Receivables Purchase Agreement required to be performed as of the date
hereof:

Name:
Date:


                                     D-3-3


<PAGE>



                                                                       EXHIBIT E



                         [FORM OF TRANSFER CERTIFICATE]

                              TRANSFER CERTIFICATE

                               [Month, Day, Year]

To:    JPMorgan Chase Bank, as administrative agent for the benefit of the CP
       Conduit Purchasers, the Committed Purchasers and the Funding Agents (the
       "Administrative Agent")

From:  Carcorp, Inc., as transferor (the "Transferor")

Re:    Receivables Transfer Agreement dated as of December 20, 2001, as amended
       and restated as of September 24, 2002, among the Transferor, Collins &
       Aikman Products Co., individually and as Collection Agent, the Persons
       Parties thereto as CP Conduit Purchasers, Committed Purchasers and
       Funding Agents, and the Administrative Agent (the "Agreement")


A.     (i)             Pursuant to Section 2.02 of the Agreement, the
                       undersigned hereby requests an Incremental Transfer from
                       the CP Conduit Purchasers, in an aggregate amount equal
                       to the following (which shall be at least $1,000,000 per
                       CP Conduit Purchaser or integral multiples of $100,000 in
                       excess thereof):

                       [PURCHASER]                       [$ ____________]
                       [PURCHASER]                       [$ ____________]
                       [PURCHASER]                       [$ ____________]

                       Total:                                    $  ____________

          (ii)         The date such Incremental Transfer is requested is:
                                                               [MONTH DAY, YEAR]

          (iii)        After giving effect to the requested Incremental
                       Transfer, the aggregate Net Investment will equal:

                       [PURCHASER]                       [$ ____________]
                       [PURCHASER]                       [$ ____________]
                       [PURCHASER]                       [$ ____________]

                       Total:                                    $  ____________

          (iv)         After giving effect to the requested Incremental
                       Transfer, the aggregate Net Investment will not exceed
                       the Facility Limit.

                                      E-1

<PAGE>



B.       Tranche Period request:

         (i)      Pursuant to Section 2.03(a) of the Agreement, the Transferor
                  requests the following Tranche Period with respect to the
                  portions of the Net Investment held by [        ], as Match
                  Funding CP Conduit Purchasers:

<TABLE>
<CAPTION>
<S>                                           <C>                        <C>
         ------------------------------------ -------------------------- --------------------------------
         MATCH FUNDING CP CONDUIT PURCHASER        TRANCHE PERIOD         PORTION OF THE NET INVESTMENT
         ------------------------------------ -------------------------- --------------------------------
                                                                         $
         ------------------------------------ -------------------------- --------------------------------
                                                                         $
         --------------------------------------------------------------- --------------------------------
         TOTAL NET INVESTMENT HELD BY MATCH FUNDING CP CONDUIT           $
         PURCHASERS:
         --------------------------------------------------------------- --------------------------------
</TABLE>


         (ii)     Pursuant to Section 2.03(c) of the Agreement, the Transferor
                  requests the following Tranche Period with respect to the
                  portions of the Net Investment or any other portion of the
                  Transferred Interest held by any other Committed Purchaser:

<TABLE>
<CAPTION>
<S>                                           <C>                        <C>

         ------------------------------------ -------------------------- --------------------------------
                 COMMITTED PURCHASER                TRANCHE TYPE          PORTION OF THE NET INVESTMENT
                                                                             OR OTHER PORTION OF THE
                                                                              TRANSFERRED INTEREST
         ------------------------------------ -------------------------- --------------------------------
                                              [BR Tranche]               $
                                              [Eurodollar Tranche with
                                              a duration of          ]
         ------------------------------------ -------------------------- --------------------------------
                                              [BR Tranche]               $
                                              [Eurodollar Tranche with
                                              a duration of          ]
         --------------------------------------------------------------- --------------------------------
         TOTAL NET INVESTMENT HELD BY COMMITTED PURCHASERS:              $
         --------------------------------------------------------------- --------------------------------

</TABLE>


                                      E-2

<PAGE>



C.       Account information for payment of Transfer Price:

         TO: [                   ]
         ABA #: [                    ]
         ACCOUNT NUMBER: [                    ]
         NAME:


D.       As of the date hereof:

                  (i) The representations and warranties set forth in Article
         III of the Receivables Transfer Agreement are true and correct on and
         as of the date hereof (except to the extent such representations and
         warranties relate solely to an earlier date, and then as of such
         earlier date);

                  (ii) no Termination Event or Potential Termination Event has
         occurred and is continuing;

                  (iii) the Termination Date has not occurred;

                  (iv) a Deposit Report has been delivered to the Administrative
         Agent dated within five (5) Business Days prior to the date hereof;

                  (v) the Credit Default Swaps are in place and the Required
         Currency Hedge is in place for the Required Hedge Notional Amount;

                  (vi) the Administrative Agent and each Funding Agent have
         received such other approvals, opinions or documents as they have
         reasonably requested; and

                  (vii) after giving effect to the issuance of Commercial Paper
         by the CP Conduit Purchasers or the obtaining of funds by the Committed
         Purchasers to fund the Transfer Price and the payment to the Transferor
         of the Transfer Price, the Net Investment does not exceed the Facility
         Limit.

                  Capitalized terms used but not defined herein shall have the
meanings given to them in the Agreement.

                  The undersigned certifies to the accuracy of the foregoing.



Dated: ____________ __, 2002                    CARCORP, INC.


                                                By:
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                      E-3


<PAGE>


                                      GRID

<TABLE>
<CAPTION>


                                                            Net Investment
Date of                        Amount of                    (Giving Effect to            Person
Incremental Transfer           Incremental Transfer         Incremental Transfer)        Making Notation
--------------------           --------------------         ---------------------        ---------------
<S>                            <C>                          <C>                          <C>

</TABLE>










                                      E-4



<PAGE>



                                                                       EXHIBIT F



                                   [Reserved]



                                      F-1



<PAGE>



                                                                       EXHIBIT G



                               Location of Records

                              CARCORP AND SELLERS:

10101 Claude Freeman Drive       and each Seller's respective principal place of
Suite 150 West                   business and chief executive office as set
Charlotte, NC 28262              forth on Exhibit A to the Receivables Purchase
                                 Agreement






                                      G-1
<PAGE>



                                                                       EXHIBIT H



                 List of Subsidiaries, Divisions and Trade Names


<TABLE>
<CAPTION>

                                                                                     Proceeding under Title 11,
                            Subsidiaries       Divisions        Trade names          United States Code
Name of Company             (if any)           (if any)         (if any)             (Bankruptcy)
---------------             --------           --------         --------             ------------
<S>                         <C>                <C>              <C>                  <C>
Collins & Aikman Products   *                  none                                  none
Co.

Carcorp, Inc.                                  none                                  none

Collins & Aikman Carpet &                      none                                  none
Acoustics (MI), Inc.

Collins & Aikman Carpet &                      none                                  none
Acoustics (TN), Inc.

Collins & Aikman                               none                                  none
Accessory Mats, Inc.

Dura Convertible Systems,                      none                                  none
Inc.

Amco Convertible Fabrics,                      none                                  none
Inc.

Collins & Aikman                               none                                  none
Plastics, Inc.

Collins & Aikman Canada                        none                                  none
Inc.

Collins & Aikman                               none                                  none
Plastics, Ltd.

Becker Group, L.L.C.                           none                                  none

Collins & Aikman Fabrics,                      none                                  none
Inc.

JPS Automotive, Inc.                           none                                  none


</TABLE>

                                      H-1

<PAGE>

<TABLE>
<CAPTION>

<S>                         <C>                <C>              <C>                  <C>
Collins & Aikman                               none                                  none
Automotive Exteriors, Inc.

Collins & Aikman                               none                                  none
Automotive Interiors, Inc.

Collins & Aikman                               none                                  none
Intellimold, Inc.

Textron Canada Limited                         none                                  none
</TABLE>


* All Sellers are direct or indirect subsidiaries of Collins & Aikman Products
Co.


                                      H-2

<PAGE>


                    List of Former Names and Merged Companies
<TABLE>
<CAPTION>


<S>                                                          <C>
Name of Company                                              Former Names/Merged Companies

Collins & Aikman Products Co.                                Collins & Aikman Floor Coverings Corporation
                                                             Collins & Aikman Corporation

Carcorp, Inc.                                                None

Collins & Aikman                                             Perstorp Components, Inc. (MICH)
Carpet & Acoustics (MI), Inc.

Collins & Aikman                                             Perstorp Components, Inc. (TENN)
Carpet & Acoustics (TN), Inc.                                Perstorp Components, Inc.
                                                             Beckers Lay-Tech, Inc. (TENN)

Collins & Aikman                                             The Akro Corporation
Accessory Mats, Inc.

Dura Convertible                                             Dura Acquisition Corp.
Systems, Inc.

Amco Convertible                                             None
Fabrics, Inc.

Collins & Aikman                                             Manchester Plastics, Inc.
Plastics, Inc.

Collins & Aikman                                             WCA Canada Inc.
Canada Inc.                                                  W-II Canada Inc.
                                                             Collins & Aikman, Inc.
                                                             Collins & Aikman Limited
                                                             Avalon Fabrics Limited

Collins & Aikman                                             Manchester Plastics, Ltd.
Plastics, Ltd.

Collins & Aikman Fabrics, Inc.                               Joan Automotive Industries, Inc.
Becker Group, L.L.C.                                         Becker Group Acquisition, L.L.C.
                                                             Becker Group, Inc.

JPS Automotive, Inc.                                         PACJ, Inc.

Collins & Aikman Automotive Exteriors, Inc.                  Textron Automotive Exteriors Inc.

Collins & Aikman Automotive Interiors Inc.                   Textron Automotive Interiors Inc.

Collins & Aikman Intellimold, Inc.                           M&C Advanced Processes, Inc.

Textron Canada Limited                                       None

</TABLE>

                                      H-3

<PAGE>



                                                                       EXHIBIT I



                         FORM OF SECRETARY'S CERTIFICATE

                  I, __________________, the undersigned ________________ of
_____________ ("_____"), a __________ corporation, DO HEREBY CERTIFY that:

                  1. Attached hereto as Annex A is a true and complete copy of
         the Articles of Incorporation of ____________ as in effect on the date
         hereof.

                  2. Attached hereto as Annex B is a true and complete copy of
         the By-laws of ______________ as in effect on the date hereof.

                  3. Attached hereto as Annex C is a true and complete copy of
         the resolutions duly adopted by the Board of Directors of
         ______________ [adopted by consent] as of __________ __, ____,
         authorizing the execution, delivery and performance of each of the
         documents mentioned therein, which resolutions have not been revoked,
         modified, amended or rescinded and are still in full force and effect.

                  4. Attached hereto as Annex D are copies of good standing
         certificates of ______________, certified by the Secretaries of State
         of the States of ___________ and ___________.

                  5. The below-named persons have been duly qualified as and at
         all times since [________________, ____], to and including the date
         hereof have been officers or representatives of ______________ holding
         the respective offices or positions below set opposite their names and
         are authorized to execute on behalf of ______________ the
         below-mentioned Receivables Transfer Agreement and all other
         Transaction Documents (as defined in such Receivables Transfer
         Agreement) to which ______________ is a party and the signatures below
         set opposite their names are their genuine signatures:

Name                 Office                        Signatures

                    [OFFICE]                      ______________________________

                    [OFFICE]                      ______________________________


                                      I-1


<PAGE>


                  The representations and warranties of ________________
contained in Article III of the Receivables Transfer Agreement, dated as of
December ___, 2001 among Carcorp, Inc., Collins & Aikman Products Co., the CP
Conduit Purchasers, the Committed Purchasers, the Funding Agents and JPMorgan
Chase Bank, as Administrative Agent, are true and correct as if made on the date
hereof.

                  WITNESS my hand and seal of ____________ as of this ____ day
of __________, ____.





                                       -----------------------------------------
                                                         Secretary




                  I, the undersigned, __________________ of _______________, DO
HEREBY CERTIFY that _____________________ is the duly elected and qualified
Secretary of and the signature above is his/her genuine signature.

                  WITNESS my hand as of this ____ day of __________, ____.





                                       -----------------------------------------
                                                          Secretary

                                      I-2


<PAGE>



                                                                       EXHIBIT J



                                   [Reserved]





                                      J-1
<PAGE>
                                                                       EXHIBIT K

                         Form of Transfer Supplement(1)



                  THIS TRANSFER SUPPLEMENT is entered into as of the [-] day of
[-], 200_, by and between [-] (the "Committed Seller"), [-] (the "Conduit
Seller"; and, together with the Committed Seller, the "Sellers"), [-] (the
"Committed Assignee"), [-] (the "Conduit Assignee"; and, together with the
Committed Assignee, the "Assignees"), the funding agent with respect to such
Conduit Assignee listed on the signature pages hereof (the "New Funding Agent"),
Carcorp, Inc., as Transferor and JPMorgan Chase Bank, as Administrative Agent.



                             Preliminary Statements

                  A. This Transfer Supplement is being executed and delivered in
accordance with Section 10.06(d) of that certain Receivables Transfer Agreement,
dated as of December 20, 2001, as amended and restated as of September 24, 2002
(as further amended, supplemented or otherwise modified and in effect from time
to time, the "Agreement"), by and among Carcorp, Inc., a Delaware corporation,
Collins & Aikman Products Co., a Delaware corporation, the CP Conduit Purchasers
party thereto, the Committed Purchasers party thereto, the Funding Agents and
JPMorgan Chase Bank, a New York banking corporation, as Administrative Agent.
Capitalized terms used herein and not otherwise defined herein are used with the
meanings set forth in, or incorporated by reference into, the Agreement.

                  B. The Sellers are each party to the Agreement and the
Assignees and the New Funding Agent wish to become parties to the Agreement.

                  C. The Committed Seller is selling and assigning to the
Committed Assignee an undivided [-]% (the "Committed Purchaser Transferred
Percentage") interest in all of the Committed Seller's rights and obligations
under the Agreement, including, without limitation, the Committed Seller's
Commitment and (if applicable) the Committed Seller's Committed Purchaser Funded
Amount as set forth herein.

                  D. The Conduit Seller is selling and assigning to the Conduit
Assignee an undivided [-]% (the "CP Conduit Purchaser Transferred Percentage")
interest in all of the Conduit Seller's rights and obligations under the
Agreement, including, without limitation, the Conduit Seller's CP Conduit
Purchaser's Interest and (if applicable) the Conduit Seller's CP Conduit Funded
Amount as set forth herein.

                  The parties hereto hereby agree as follows:

                  1. The transfer effected by this Transfer Supplement shall
become effective (the "Transfer Effective Date") two Business Days (or such
other date selected by the Administrative Agent in its sole discretion)
following the date on which a transfer effective notice substantially in the
form of

----------------------

(1) Provisions with respect to the assignment by CP Conduit Purchasers shall
      not be included if there is only an assignment by the Committed Purchaser.


<PAGE>

Schedule II to this Transfer Supplement ("Transfer Effective Notice") is
delivered by the Administrative Agent to the Sellers, the Assignees and the New
Funding Agent. From and after the Transfer Effective Date, (i) the Committed
Assignee shall become a Committed Purchaser party to the Agreement for all
purposes thereof, (ii) the Conduit Assignee shall become a CP Conduit Purchaser
party to the Agreement for all purposes thereof and (iii) the New Funding Agent
shall become a Funding Agent party to the Agreement for all purposes thereof, in
each case as if they were original parties thereto and the Assignees and the New
Funding Agent agree to be bound by all of the terms and provisions contained
therein.

                  2. (a) If the Committed Seller has no Committed Purchaser
Funded Amount on the Transfer Effective Date, the Committed Seller shall be
deemed to have hereby transferred and assigned to the Committed Assignee,
without recourse, representation or warranty (except as provided in paragraph 6
below), and the Committed Assignee shall be deemed to have hereby irrevocably
taken, received and assumed from the Committed Seller the Committed Purchaser
Transferred Percentage of the rights and obligations of the Committed Seller
under the terms of the Agreement, including, without limitation, the Committed
Purchaser Transferred Percentage of the Committed Seller's future funding
obligations under Section 2.02 of the Agreement.

                  (b) If the Conduit Seller has no CP Conduit Funded Amount on
the Transfer Effective Date, the Conduit Seller shall be deemed to have hereby
transferred and assigned to the Conduit Assignee, without recourse,
representation or warranty (except as provided in paragraph 6 below), and the
Conduit Assignee shall be deemed to have hereby irrevocably taken, received and
assumed from the Conduit Seller the CP Conduit Purchaser Transferred Percentage
of the rights and obligations of the Conduit Seller under the terms of the
Agreement, including, without limitation, the CP Conduit Purchaser Transferred
Percentage of the Conduit Seller's future funding obligations under Section 2.02
of the Agreement.

                  3. (a) If the Committed Seller has a Committed Purchaser
Funded Amount, at or before 12:00 noon, local time of the Committed Seller, on
the Transfer Effective Date, the Committed Assignee shall pay to the Committed
Seller, in immediately available funds, an amount equal to the Committed
Purchaser Transferred Percentage of the Committed Seller's Committed Purchaser
Funded Amount, whereupon, the Committed Seller shall be deemed to have
transferred and assigned to the Committed Assignee, without recourse,
representation or warranty (except as provided in paragraph 6 below), and the
Committed Assignee shall be deemed to have hereby irrevocably taken, received
and assumed from the Committed Seller, the Committed Purchaser Transferred
Percentage of the Committed Seller's Commitment and the Committed Seller's
Committed Purchaser Funded Amount and all related rights and obligations under
the Agreement, including, without limitation, the Committed Purchaser
Transferred Percentage of the Committed Seller's future funding obligations
under Section 2.02 of the Agreement.

                  (b) If the Conduit Seller has a CP Conduit Funded Amount, at
or before 12:00 noon, local time of the Conduit Seller, on the Transfer
Effective Date, the Conduit Assignee shall pay to the Conduit Seller, in
immediately available funds, an amount equal to the CP Conduit Purchaser
Transferred Percentage of the Conduit Seller's CP Conduit Funded Amount,
whereupon, the Conduit Seller shall be deemed to have transferred and assigned
to the Conduit Assignee, without recourse, representation or warranty (except as
provided in paragraph 6 below), and the Conduit Assignee shall be deemed to have
hereby irrevocably taken, received and assumed from the Conduit Seller, the CP
Conduit Purchaser Transferred Percentage of the Conduit Seller's CP Conduit
Purchaser's Interest and the Conduit Seller's CP Conduit Funded Amount and all
related rights and obligations under the Agreement, including, without
limitation, the CP Conduit Purchaser Transferred Percentage of the Conduit
Seller's future funding obligations under Section 2.02 of the Agreement.





<PAGE>


                  4. Concurrently with the execution and delivery hereof, the
Sellers will provide to the Assignees and the New Funding Agent copies of all
documents requested by the Assignees and New Funding Agent, which were delivered
to the Sellers pursuant to the Agreement.

                  5. Each of the parties to this Transfer Supplement agrees that
at any time and from time to time upon the written request of any other party,
it will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this Transfer Supplement.

                  6. By executing and delivering this Transfer Supplement, the
Sellers, the Assignees and the New Funding Agent confirm to and agree with each
other, the Administrative Agent and the Committed Purchasers and CP Conduit
Purchasers as follows: (a) other than the representation and warranty that they
have not created any adverse claim upon an interest being transferred hereunder,
the Sellers make no representations or warranties and assume no responsibility
with respect to any statements, warranties or representations made by any other
Person in or in connection with the Agreement or the Transaction Documents or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value thereof or any other instrument or document furnished pursuant thereto or
the perfection, priority, condition, value or sufficiency of any collateral; (b)
the Committed Seller makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Transferor, C&A,
any Affiliate of C&A, the Administrative Agent or any other party to the
Transaction Documents, any surety or any guarantor or the performance or
observance by the Transferor, C&A, any Affiliate of C&A, any other party to the
Transaction Documents or the Administrative Agent of any of their respective
obligations under the Agreement or any Transaction Document or any other
instrument or document furnished pursuant thereto or in connection therewith;
(c) the Assignees and the New Funding Agent confirm that they have received a
copy of the Agreement and the Transaction Documents, together with such other
documents and information as they have deemed appropriate to make their own
credit analyses and decisions to enter into this Transfer Supplement; (d) the
Assignees and the New Funding Agent will, independently and without reliance
upon the Administrative Agent, the Committed Seller, the Conduit Seller or any
other Committed Purchaser, and based on such documents and information as they
shall deem appropriate at the time, continue to make their own credit decisions
in taking or not taking action under the Agreement or the other Transaction
Documents; (e) the Assignees and the New Funding Agent appoint and authorize the
Administrative Agent to take such action as agent on their behalf and to
exercise such powers under the Agreement as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (f) the Assignees agrees that they will perform in
accordance with their terms all of the obligations which, by the terms of the
Agreement, are required to be performed by them as a Committed Purchaser, CP
Conduit Purchaser and New Funding Agent, as the case may be.

                  7. Each party hereto represents and warrants to and agrees
with the Administrative Agent that it is aware of and will comply with the
provisions of the Agreement, including, without limitation, Sections 2.02, 10.06
and 10.08 thereof.

                  8. Schedule I hereto sets forth (i) the revised Commitment of
the Committed Seller and the Commitment of the Committed Assignee and (ii) the
revised CP Conduit Purchaser's Interest and CP Conduit Funding Limit of the
Conduit Seller and the CP Conduit Purchaser's Interest and CP Conduit Funding
Limit of the Conduit Assignee, as well as administrative information with
respect to each Committed Assignee and the New Funding Agent.

                  9. For purposes of the Agreement, the following terms with
respect to the Conduit Assignee shall be defined as follows:



<PAGE>

                  "CP Conduit Purchaser's Termination Event" shall mean [-].

                  "CP Rate" shall mean [-].

                  10. This Transfer Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.



<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Transfer Supplement to be executed by their respective duly authorized officers
of the date hereof.

                          [-], as Committed Seller


                          By:
                             --------------------------------------------------
                          Name:
                          Title:



                          [-], as Conduit Seller


                          By:
                             --------------------------------------------------
                          Name:
                          Title:



                          [-], as Committed Assignee


                          By:
                             --------------------------------------------------
                          Name:
                          Title:


                          [-], as Conduit Assignee


                          By:
                             --------------------------------------------------
                          Name:
                          Title:




<PAGE>


                          [-], as New Funding Agent


                          By:
                             --------------------------------------------------
                          Name:
                          Title:


[Accepted and Agreed:
 -------------------

JPMORGAN CHASE BANK,
as Administrative Agent


By:
   ---------------------------------------------
Name:
Title:


CARCORP, INC.,
as Transferor


By:
   ----------------------------------------------
Name:
Title:]




<PAGE>




                                                                   SCHEDULE I TO
                                                             TRANSFER SUPPLEMENT



                      LIST OF PURCHASING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS


Transfer Effective Date: [-]

Committed Purchaser Transferred Percentage: [-]%

Committed Seller:  [-]
----------------

Existing Commitment:  $[-]

Revised Commitment:  $[-]

Revised Committed Purchaser Funded Amount:  $[-]

Pro Rata Share:  [-]%



Committed Assignee:  [-]
------------------

Initial Commitment:  $[-]

Initial Committed Purchaser Funded Amount:  $[-]

Pro Rata Share:  [-]%





<PAGE>


CP Conduit Purchaser Transferred Percentage: [-]%

Conduit Seller:  [-]
--------------

Existing CP Conduit Funding Limit:  $[-]

Revised CP Conduit Funding Limit:  $[-]

Revised CP Conduit Funded Amount:  $[-]

Pro Rata Share:  [-]%



CP Conduit Assignee:  [-]
-------------------

Initial CP Conduit Funding Limit:  $[-]

Initial CP Conduit Funded Amount:  $[-]

Pro Rata Share:  [-]%









<PAGE>



Address for Notices

Committed Assignee:

---------------

---------------

---------------
Attention:  [-]
Telephone:  [-]
Telecopy:  [-]


Conduit Assignee:

---------------

---------------

---------------
Attention:  [-]
Telephone:  [-]
Telecopy:  [-]

New Funding Agent:

---------------

---------------

---------------
Attention:  [-]
Telephone:  [-]
Telecopy:  [-]


<PAGE>


                                                                  SCHEDULE II TO
                                                             TRANSFER SUPPLEMENT



                            TRANSFER EFFECTIVE NOTICE

TO:             [-], Committed Seller



TO:             [-], Conduit Seller



TO:             [-], Committed Assignee



TO:             [-], Conduit Assignee



TO:             [-], New Funding Agent



                  The undersigned, as Administrative Agent under the Receivables
Transfer Agreement, dated as of December 20, 2001, as amended and restated as of
September 24, 2002 (as further amended, supplemented or otherwise modified and
in effect from time to time), by and among Carcorp, Inc., a Delaware
corporation, Collins & Aikman Products Co., a Delaware corporation, the CP
Conduit Purchasers party thereto, the Committed Purchasers party thereto, the
Funding Agents and JPMorgan Chase Bank, a New York banking corporation, as
Administrative Agent, hereby acknowledges receipt of executed counterparts of a
completed Transfer Supplement dated as of [-], 200_ between [-], as Committed
Seller, [-], as Conduit Seller, [-], as Committed Assignee, [-], as Conduit
Assignee, [-], as New Funding Agent, Carcorp, Inc., as Transferor and JPMorgan
Chase Bank, as Administrative Agent. Capitalized terms defined in such Transfer
Supplement are used herein as therein defined or incorporated by reference
therein.

                  (a) Pursuant to such Transfer Supplement, you are advised that
         the Transfer Effective Date will be [-], 200_.

                  (b) The Administrative Agent hereby consents to the Transfer
         Supplement.

                  3. Pursuant to such Transfer Supplement, the Conduit Assignee
is required to pay $[-] to the Conduit Seller at or before 12:00 noon (local
time of the Conduit Seller) on the Transfer Effective Date in immediately
available funds.

                           Very truly yours,

                           JPMORGAN CHASE BANK, as Administrative Agent



<PAGE>

                           By:
                              --------------------------------------------------
                                Authorized Signatory


<PAGE>



                                                                       EXHIBIT L



                  [FORM OF REQUIRED CURRENCY HEDGE ASSIGNMENT]

                  WHEREAS, Carcorp, Inc. (the "Transferor"), Collins & Aikman
Products Co., individually and in its capacity as Collection Agent (the
"Collection Agent"), the CP Conduit Purchasers, the Committed Purchasers, the
Funding Agents and JPMorgan Chase Bank, not in its individual capacity, but
solely as administrative agent (in such capacity, the "Administrative Agent")
have entered into a Receivables Transfer Agreement (as amended, supplemented or
otherwise modified from time to time, the "Receivables Transfer Agreement")
dated as of December 20, 2001, as amended and restated as of September 24, 2002,
providing for, among other things, the transfer of undivided percentage
interests in certain receivables and related assets thereunder;

                  WHEREAS, the Transferor and the Sellers have entered into the
Receivables Purchase Agreement to provide for the sale of the Receivables and
the Related Security;

                  WHEREAS, the Transferor has entered into a Required Currency
Hedge with _______; and

                  WHEREAS, pursuant to subsection 5.01(p)(ii) of the Receivables
Transfer Agreement, the Transferor has agreed to deliver this Required Currency
Hedge Assignment of the Required Currency Hedge to the Administrative Agent for
the benefit of the CP Conduit Purchasers, the Committed Purchasers and the
Funding Agents;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, the parties hereto agree as follows:

                  I Definitions. Capitalized terms used in this Required
Currency Hedge Assignment shall have the respective meanings assigned to such
terms in the Schedule A to the Receivables Transfer Agreement.

                  II. Assignment. In order to secure and to provide for the
payment of amounts due pursuant to the Receivables Transfer Agreement, the
Transferor hereby assigns, conveys, transfers, delivers and sets over unto the
Administrative Agent, its successors and assigns, and grants to the
Administrative Agent in each case for the benefit of the CP Conduit Purchasers,
the Committed Purchasers and the Funding Agents, a security interest in, all
right, title and interest of the Transferor in and to the Required Currency
Hedge including, without limitation, all moneys due and to become due to the
Transferor thereunder or in connection therewith, whether payable as fees,
expenses, costs, indemnities, damages for the breach of such Required Currency
Hedge or otherwise, and all rights, remedies, powers, privileges and claims of
the Transferor under or with respect to such Required Currency Hedge (whether
arising pursuant to the terms of such Required Currency Hedge or otherwise
available to the Transferor at law or in equity), including, without limitation,
the right of the Transferor to enforce the obligations of the Counterparties
thereunder and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to such
Required Currency Hedge to the same extent as the Transferor could but for the
assignment and security interest granted hereby.

                  III. Representation and Warranty. [Name of Counterparty]
hereby represents and warrants that it has a commercial paper or short-term
deposit rating of at least "A-1" from Standard &




                                      L-1
<PAGE>


Poor's or "P-1" from Moody's and that it will immediately and promptly notify
the Transferor if these ratings fall below "A-1" or "P-1", respectively.

                  IV. Successors and Assigns. This Required Currency Hedge
Assignment and the covenants set forth herein shall be binding upon and inure to
the benefit of the Transferor, the Administrative Agent, the Funding Agents, the
CP Conduit Purchasers and the Committed Purchasers, respectively, and their
respective successors and permitted assigns.

                  V. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  VI. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Required Currency Hedge Assignment is
executed and delivered by JPMorgan Chase Bank, not individually or personally
but solely as Administrative Agent, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Administrative Agent are made and
intended not as personal representations, undertakings and agreements by
JPMorgan Chase Bank, (c) nothing herein contained shall be construed as creating
any liability of the Administrative Agent, individually or personally, to
perform any covenant under this Required Currency Hedge Assignment either
expressed or implied herein, all such liability, if any, being expressly waived
by the parties who are signatories to this Required Currency Hedge Assignment
and by any Person claiming by, through or under such parties; provided, however,
the Administrative Agent shall be liable in its individual capacity for its own
willful misconduct or gross negligence and (d) under no circumstances shall the
Administrative Agent be personally liable for the payment of any indebtedness or
expenses or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this Required
Currency Hedge Assignment; provided further, that the foregoing clauses (a)
through (d) shall survive the resignation or removal of the Administrative
Agent.

                  The Transferor hereby agrees to indemnify and hold harmless
the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the
Committed Purchasers (each, an "indemnified person") from and against any loss,
liability, expense, damage or injury suffered or sustained by reason of any
acts, omissions or alleged acts or omissions arising out of, or relating to,
activities of the Transferor pursuant to this Required Currency Hedge
Assignment, including but not limited to any judgment, award, settlement,
reasonable attorneys' fees and other reasonable costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim, except to the extent such loss, liability, expense, damage or injury
resulted from the gross negligence, bad faith or willful misconduct of an
indemnified person; provided that any payments made by the Transferor pursuant
to this subsection shall be made solely from funds available to the Transferor
which are not otherwise required to be applied to the payment of any amounts
pursuant to the Receivables Transfer Agreement (other than to the Transferor),
shall be non-recourse other than with respect to such funds, and shall not
constitute a claim against the Transferor to the extent that insufficient funds
exist to make such payment.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Required Currency Hedge Assignment to be executed as of the date first above
written by their respective duly authorized officers.

                                     CARCORP, INC.



                                     By:______________________________________
                                          Name:
                                          Title:


                                      L-2
<PAGE>


                                     JPMORGAN CHASE BANK, not
                                     in its individual capacity, but solely as
                                     Administrative Agent



                                     By:_______________________________________
                                          Name:
                                          Title:


                                     ACKNOWLEDGED:

                                     [NAME OF COUNTERPARTY]




                                     By:_______________________________________
                                          Name:
                                          Title:



                                      L-3
<PAGE>


                                                                       EXHIBIT M

                            FORM OF LIMITED GUARANTY

         This Limited Guaranty (as amended, supplemented or otherwise modified
and in effect from time to time, the "Guaranty") is executed as of the 20th day
of December, 2001 by Collins & Aikman Products Co., a corporation organized and
existing under the laws of the State of Delaware (the "Guarantor"), in favor of
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent"), on behalf of the Funding Agents, the Committed
Purchasers and the CP Conduit Purchasers (collectively with the Administrative
Agent, the "Beneficiaries").

         In consideration for the execution and delivery of the Receivables
Transfer Agreement and the Asset Purchase Agreements by the Beneficiaries, as
applicable, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor
agrees for the benefit of the beneficiaries as follows:

                  1. Definitions. Unless otherwise defined in this Guaranty,
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in, or incorporated by reference into, the
Receivables Transfer Agreement.

                  2. Guaranty of Obligations. The Guarantor unconditionally
guarantees the full and prompt payment when due of all of the payment
obligations and the timely performance of all of the performance obligations of
the Sellers of every kind and nature now or hereafter existing, or due or to
become due, under the Transaction Documents (collectively, the "Obligations");
provided that, such Obligations shall not include amounts not collected in
respect of any Receivable as a result of the creditworthiness of an Obligor,
including, but not limited to, amounts required to be returned to an Obligor as
a voidable preference. The Guarantor shall pay all reasonable costs and expenses
including, without limitation, all court costs and reasonable attorney's fees
and expenses paid or incurred by the Administrative Agent and the other
Beneficiaries in connection with (a) the collection of all or any part of the
Obligations from the Guarantor and (b) the prosecution or defense of any action
by or against the Administrative Agent, the other Beneficiaries or the
Transferor in connection with, or relating to, the Obligations, whether
involving the Sellers, the Collection Agent, the Guarantor, the Transferor or
any other party (including, but not limited to, a trustee in a bankruptcy or a
debtor-in-possession).

                  3. Validity of Obligations; Irrevocability. The Guarantor
agrees that subject to the proviso set forth in Section 2 above its obligations
under this Guaranty shall be unconditional, irrespective of (i) the validity,
enforceability, discharge, disaffirmance, settlement or compromise (by any
Person, including a trustee in a bankruptcy or a debtor-in-possession) of the
Obligations or of the Transaction Documents or any Contract, (ii) the absence of
any attempt to collect the Obligations from a Seller or the Collection Agent or
any other party, (iii) the waiver or consent by any Person with respect to any
provision of any instrument evidencing the Obligations, (iv) any change of the
time, manner or place of payment or performance, or any other term of any of the
Obligations, (v) any law, regulation or order of any jurisdiction affecting any
term of any of the Obligations or rights of any Person with respect thereto,
(vi) the failure by any Person to take any steps to perfect and maintain
perfected its interest in the Receivables or any security or collateral related
to the Obligations or (vii) any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a guarantor or surety.
The Guarantor agrees that the Administrative Agent and the Beneficiaries shall
be under no obligation to marshal any assets in favor of or against or in
payment of any or all of the Obligations. The Guarantor further agrees that, to
the extent a payment is made by a Seller or the Collection Agent under the
Transaction Documents, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to such Seller or the Collection Agent, its estate,
trustee, receiver or any other party, under any bankruptcy, insolvency or
similar state or federal law, common law or equitable cause, then to the extent
of such payment or




<PAGE>


repayment, the Obligation or part thereof which has been paid, reduced or
satisfied by such amount shall be reinstated and continued in full force and
effect as of the date such initial payment, reduction or satisfaction occurred.
The Guarantor waives all set-offs, defenses and counterclaims and all
presentments, demands for performance, notices of dishonor and notice of
acceptance of its obligations under this Guaranty. The Guarantor agrees that its
obligations under this Guaranty shall be irrevocable.

                  4. Several Obligations. The obligations of the Guarantor
hereunder are separate and apart from the Sellers or any other Person, and are
primary obligations concerning which the Guarantor is the principal obligor. The
Guarantor agrees that its obligations under this Guaranty shall not be
discharged except by payment in full of the Obligations and complete performance
of the obligations of the Guarantor hereunder. The obligations of the Guarantor
hereunder shall not be affected in any way by the release or discharge of a
Seller from the performance of any of the Obligations (other than the full and
final payment of all of the Obligations), whether occurring by reason of law or
any other cause, whether similar or dissimilar to the foregoing.

                  5. Subrogation Rights. If any amount shall be paid to the
Guarantor on account of subrogation rights at any time when all the Obligations
shall not have been paid in full, such amount shall be held in trust for the
benefit of the Administrative Agent, on behalf of the Beneficiaries, and shall
forthwith be paid to the Administrative Agent to be applied to the Obligations.
If (a) the Guarantor shall make payment to the Administrative Agent of or
perform all or any part of the Obligations and (b) all the Obligations shall be
paid and performed in full, the Administrative Agent will, at the Guarantor's
request, execute and deliver to the Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to the Guarantor of any interest in the Obligations
resulting from such payment or performance by the Guarantor. The Guarantor
hereby agrees that it shall have no rights of subrogation with respect to
amounts due to the Administrative Agent or the Beneficiaries until such time as
all obligations of the Sellers to the Transferor, the Administrative Agent and
the Beneficiaries have been paid or performed in full and the Receivables
Transfer Agreement has been terminated.

                  6. Rights of Set-Off. The Guarantor hereby authorizes the
Administrative Agent, on behalf of the Beneficiaries, at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (whether general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by the Administrative
Agent or the Beneficiaries to or for the credit or the account of the Guarantor
against any and all of the obligations of the Guarantor now or hereafter
existing hereunder. The Guarantor hereby acknowledges that rights of the
Administrative Agent, on behalf of the Beneficiaries, described in this Section
6 are in addition to all other rights and remedies (including, without
limitation, other rights of set-off) the Administrative Agent and the
Beneficiaries may have.

                  7. Representations and Warranties. The Guarantor hereby
represents and warrants to the Administrative Agent, for the benefit of the
Beneficiaries, as of the date hereof, as follows:

                  (a) Corporate Existence and Power. The Guarantor is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has all corporate power and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business in each jurisdiction in which its business is now
conducted. The Guarantor is duly qualified to do business in, and is in good
standing in, every other jurisdiction in which the nature of its business
requires it to be so qualified, except where the failure to be so qualified or
in good standing would not have a Material Adverse Effect.

                  (b) Corporate and Governmental Authorization; Contravention.
The execution, delivery and performance by the Guarantor of this Guaranty and
the Transaction Documents to which the Guarantor is a party in other capacities
are within the Guarantor's corporate powers, have been duly




<PAGE>


authorized by all necessary corporate action, require no action by or in respect
of, or filing with, any Official Body or official thereof, and do not
contravene, or constitute a default under, any provision of applicable law, rule
or regulation or of the Articles of Incorporation or By-laws of the Guarantor or
of any material agreement, judgment, injunction, order, writ, decree or other
instrument binding upon the Guarantor or result in the creation or imposition of
any Adverse Claim (other than Permitted Encumbrances) on the assets of the
Guarantor or any of its Subsidiaries.

                  (c) Binding Effect. Each of this Guaranty and the Transaction
Documents to which the Guarantor is a party in other capacities constitutes the
legal, valid and binding obligation of the Guarantor, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws affecting the rights of creditors and general equitable
principles (whether considered in a proceeding at law or in equity).

                  (d) Accuracy of Information. All written information
heretofore furnished by the Guarantor in its capacity as Guarantor or in other
capacities to the Administrative Agent or the Beneficiaries for purposes of or
in connection with this Guaranty, the Transaction Documents or any transaction
contemplated hereby or thereby is, and all such written information hereafter
furnished by the Guarantor to the Administrative Agent or the Beneficiaries will
be, true and accurate in every material respect on the date such information is
stated or certified.

                  (e) Tax Status. The Guarantor has filed all tax returns
(Federal, state and local) required to be filed and has paid prior to
delinquency or made adequate provision for the payment of all taxes, assessments
and other governmental charges (including for such purposes, the setting aside
of appropriate reserves for taxes, assessments and other governmental charges
being contested in good faith).

                  (f) Action, Suits. There are not any actions, suits or
proceedings at law or in equity or by or before any court or Official Body now
pending or, to the knowledge of the Guarantor, threatened against or affecting
the Guarantor or any of its Subsidiaries or any property or rights of the
Guarantor or any of its Subsidiaries as to which there is a reasonable
possibility of an adverse determination and which (i) if adversely determined,
could individually or in the aggregate result in a Material Adverse Effect or
(ii) involve the Transaction Documents or (iii) if adversely determined could
materially adversely affect the transactions contemplated by the Transaction
Documents.

                  (g) Not an Investment Company. The Guarantor is not, nor is it
controlled by, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or is exempt from all provisions of such Act.

                  8. Governing Law. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York.



<PAGE>


         IN WITNESS WHEREOF, this Guaranty has been duly executed by the
Guarantor as of the ___ day of December, 2001.


COLLINS & AIKMAN PRODUCTS CO.,
  as Guarantor


By:      ____________________________
         Name:
         Title:

Acknowledged and accepted as of
the date first above written:

JPMORGAN CHASE BANK,
as Administrative Agent for the benefit of the Beneficiaries


By:      ____________________________
         Name:
         Title: