<PAGE>
 

                          FIRST AMENDMENT AND CONSENT
                          ---------------------------


        FIRST AMENDMENT AND CONSENT (this "Amendment"), dated as of April 13, 
1998, among CAF HOLDINGS, INC. ("Holdings"), COLLINS & AIKMAN FLOORCOVERINGS, 
INC. (the "Borrower"), the financial institutions party to the Credit Agreement 
referred to below (each, a "Bank" and, collectively, the "Banks"), and BANKERS 
TRUST COMPANY, as Agent for the Banks (in such capacity, the "Agent"). All 
capitalized terms used herein and not otherwise defined herein shall have the 
respective meanings provided such terms in the Credit Agreement.



                                  WITNESSETH:
                                  -----------


        WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of February 6, 1997 (the "Credit Agreement");

        WHEREAS, the Borrower desires to acquire, through Collins & Aikman 
Floorcoverings UK Limited, a registered company in England ("C&A UK") and a 
Wholly-Owned Subsidiary of the Borrower, all of the capital stock of Advanced 
Carpet Tiles Limited, a registered company in England ("ACT"), pursuant to, and 
in accordance with the terms of an Agreement (as amended, modified or 
supplemented to the date hereof, the "Stock Purchase Agreement"), among C&A UK, 
Gradus Group Limited and Headlam Group PLC (the "ACT Acquisition"), which 
acquisition, after giving effect to this Amendment, will constitute a Permitted 
Acquisition effected in accordance with the requirements of the Credit 
Agreement. 

        WHEREAS, the Borrower has requested certain amendments and consents to 
the Credit Agreement in connection with the ACT Acquisition and a certain 
proposed joint-venture transaction as described below; and 

        WHEREAS, subject to terms and conditions of this Amendment, this Banks 
wish to grant certain consents to the Credit Agreement, and the parties hereto 
wish to amend the Credit Agreement as herein provided;

        NOW, THEREFORE, it is agreed:



                                      -1-
<PAGE>
 
I.  Amendments and Consents to Credit Agreement.
    --------------------------------------------

            1.   The Banks hereby acknowledge and agree that the ACT Acquisition
may be effected as a Permitted Acquisition in accordance with all applicable
requirements of the Credit Agreement, including, without limitation, Section
8.02 thereof; provided that, notwithstanding anything to the contrary contained
in the Credit Agreement, the following deviations from the requirements of a 
Permitted Acquisition under the Credit Agreement shall be permitted (and only 
such deviations shall be permitted) in connection with the ACT Acquisition so 
long as the same otherwise meets all applicable requirements for a Permitted 
Acquisition pursuant to the Credit Agreement:

           (i)  upon the consummation of the ACT Acquisition, ACT may become a
        Wholly-Owned Foreign Subsidiary of the Borrower; and

           (ii) the consideration paid by C&A UK in connection with the ACT
        Acquisition may include (x) unsecured Indebtedness of C&A UK or ACT
        evidenced by a seller promissory note in an aggregate principal amount
        not to exceed (Pounds)1,500,000, so long as (I) any such Indebtedness is
        unguaranteed except as permitted by Section 8.04(n) of the Credit
        Agreement, (II) such promissory note bears no interest and (III) such
        promissory note shall otherwise be in form and substance satisfactory to
        the Agent or (y) deferred compensation in an aggregate amount not to
        exceed (Pounds)1,500,000 as provided in the Stock Purchase Agreement.


          (2)  Section 8.02 of the Credit Agreement is hereby amended by (i) 
deleting the word "and" appearing at the end of clause (q) of said Section, (ii)
redesigning clause (r) of said Section as (s) and (iii) inserting the following 
new clause (r) immediately following clause (q) of said Section:


          "(r) any Foreign Subsidiary may be merged with and into, or be
        dissolved or liquidated into, or transfer any of its assets to, any
        Wholly-Owned Foreign Subsidiary so long as (i) no Default or Event of
        Default then exists or would result therefrom, (ii) such Wholly-Owned
        Foreign Subsidiary is the surviving corporation of any such merger,
        dissolution or liquidation and (iii) the security interest, if any,
        granted to the Collateral Agent for the benefit of the Secured Creditors
        pursuant to the Pledge Agreement (and any foreign equivalent thereof) in
        the capital stock of such surviving Wholly-Owned Foreign Subsidiary
        shall remain in full force and effect and perfected (at least to the
        same extent as in effect immediately prior to such merger, consolidation
        or liquidation); and"


                                      -2-
<PAGE>
 


        3. Section 8.04 of the Credit Agreement is hereby amended by (i) 
redesigning clause (1) of said Section as clause (o) and (ii) inserting the 
following new clauses (l), (m) and (n) immediately following clause (k) of said 
Section:

                "(l) unsecured indebtedness of C&A UK of ACT evidenced by a 
        seller promissory note in an aggregate principal amount not to exceed
        (Pounds)1,500,000 (as reduced by any repayments of principal thereof),
        so long as (I) any such indebtedness is unguaranteed except by C&A UK,
        ACT or the Borrower, (II) such promissory note bears no interest and
        (III) such promissory note shall otherwise be in form and substance
        satisfactory to the Agent;

                (m) Indebtedness of C&A UK and ACT under lines of credit in an 
        aggregate principal amount not to exceed (Pounds)1,000,000 at any time
        outstanding, so long as the proceeds of such Indebtedness are used
        solely for the working capital purposes of C&A UK and its Subsidiaries;

                (n) Indebtedness of the Borrower, C&A UK and/or ACT consisting 
        of an unsecured guaranty of the Indebtedness permitted pursuant to
        Section 8.04(l); and".

        4. Section 8.05 of the Credit Agreement is hereby amended by (i) 
deleting the word "and" appearing at the end of clause (q) of said Section, (ii)
redesignating clause (r) of said Section as clause(s) and (iii) inserting the 
following new clause (r) immediately following clause (q) of said Section:

                "(r) the Borrower may make cash capital contributions to Collins
        & Aikman Floorcoverings Asia PTE. Ltd., so long as the aggregate amount
        of all such contributions at any one time outstanding (without giving
        effect to any write-downs or write-offs thereof) does not exceed
        $500,000; and".

        5. Notwithstanding anything to the contrary contained in Sections 
8.15(a) and (b) of the Credit Agreement, the Borrower shall be permitted to form
Collins & Aikman Floorcoverings Asia PTE, Ltd. as a 51%-owned joint venture, so 
long as after the formation of such joint venture, the Borrower and such joint 
venture, to the extent requested by the Agent or the Required Banks, comply with
the requirements of clauses (ii), (iii) and (iv) of the proviso to Section 
8.15(a) of the Credit Agreements.

        6. Section 8.08(a) of the Credit Agreement is hereby amended by deleting
the table appearing in said Section in its entirety and inserting the following 
new table in lieu thereof:



                                      -3-

<PAGE>
 
                Fiscal Year Ending              Amount
                ------------------              ------
                  January, 1998               $5,200,000
                  January, 1999               $7,400,000
                  January, 2000               $6,300,000
                  January, 2001               $5,500,000
                  January, 2002               $5,000,000
                  January, 2003               $5,000,000

                7. Section 10 of the Credit Agreement is hereby amended by
inserting in the appropriate alphabetical order the following new definitions:

                "C&A UK" shall mean Collins & Aikman Floorcoverings UK Limited,
        a registered company in England.

                "ACT" shall mean Advanced Carpet Tiles Limited, a  registered 
        company in England.

II.     Miscellaneous Provisions.
        ------------------------

                1.  In order to induce the Banks to enter into this Amendment, 
each of Holdings and the Borrower hereby represents and warrants that:

                (a) no Default or Event of Default exists as of the First
        Amendment Effective Date, both before and after giving effect to this
        Amendment; and

                (b) all of the representations and warranties contained in the 
        Credit Agreement or the other Credit Documents are true and correct in
        all material respects on the First Amendment Effective Date both before
        and after giving effect to this Amendment, with the same effect as
        though such representations and warranties had been made on and as of
        the First Amendment Effective Date (it being understood that any
        representation or warranty made as of a specific date shall be true and
        correct in all material respects as of such specific date).

                2.  This Amendment is limited as specified and shall not 
constitute a modification, acceptance or waiver of any other provision of the 
Credit Agreement or any other Credit Document.

                3.  This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which 
counterparts when executed and delivered shall be an original, but all of which 
shall together constitute one

                                      -4-

<PAGE>
 
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower and the Agent.

        4.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE 
STATE OF NEW YORK.

        5.  This Amendment shall become effective on the date (the "First 
Amendment Effective Date") when each of Holdings, the Borrower and the Required 
Banks shall have signed a counterpart hereof (whether the same or different 
counterparts) and shall have delivered (including by way of facsimile 
transmission) the same to the Agent at its Notice Office.

        6.  From and after the First Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit 
Agreement shall be deemed to be references to the Credit Agreement as modified 
hereby.



                                      -5-
<PAGE>
 
        IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above 
written.

                                         CAF HOLDINGS, INC.             
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         COLLINS & AIKMAN               
                                         FLOORCOVERINGS, INC.           
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         BANKERS TRUST COMPANY,         
                                          Individually and as Agent     
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         FIRST SOURCE FINANCIAL LLP     
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         HELLER FINANCIAL, INC.         
                                                                        
                                         By__________________________   
                                           Title:                        


<PAGE>

                                         LASALLE NATIONAL BANK          
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         THE FIRST NATIONAL BANK OF     
                                         BOSTON                         
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         CORESTATES BANK, N.A.          
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         LTCB TRUST COMPANY             
                                                                        
                                         By__________________________   
                                           Title:                       
                                                                        
                                                                        
                                         SANWA BUSINESS CREDIT 
                                         CORPORATION
                                                                        
                                         By__________________________   
                                           Title:                        


                                         SENIOR DEBT PORTFOLIO

                                         By__________________________   
                                           Title:                        



                                         WACHOVIA BANK, N.A.   

                                         By__________________________   
                                           Title: