S-3/A

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2002


                                                      REGISTRATION NO. 333-86394

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON, D.C. 20549


                               AMENDMENT NO. 3 TO

                                   FORM S-3
                       REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                                                                
                    COLLINS & AIKMAN CORPORATION                                    COLLINS & AIKMAN PRODUCTS CO.
  (Exact name of co-registrant as specified in its charter)        (Exact name of co-registrant as specified in its charter)

                              DELAWARE                                                        DELAWARE
  (State or other jurisdiction of incorporation or organization)   (State or other jurisdiction of incorporation or organization)

                             13-3489233                                                      13-0588710
             (I.R.S. Employer Identification Number.)                     (I.R.S. Employer Identification Number.)




                             250 STEPHENSON HIGHWAY
                              TROY, MICHIGAN 48083
                                 (248) 824-2500

(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive office)

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

                                THOMAS E. EVANS
                            250 STEPHENSON HIGHWAY
                             TROY, MICHIGAN 48083
                                (248) 824-2500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:


                             GARY A. BROOKS, ESQ.
                          JONATHAN A. SCHAFFZIN, ESQ.
                            CAHILL GORDON & REINDEL
                                80 PINE STREET
                         NEW YORK, NEW YORK 10005-1702
                                 (212) 701-3000

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

     Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

================================================================================


                        CALCULATION OF REGISTRATION FEE
================================================================================



                                                                                    PROPOSED
TITLE OF EACH CLASS OF                                   AMOUNT TO BE                MAXIMUM                  AMOUNT OF
SECURITIES TO BE REGISTERED (1)                           REGISTERED      AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE (3)
- ----------------------------------------------------- ------------------ ------------------------------ ---------------------
                                                                                               
Securities being offered by the registrants

 Unsecured debt securities (4)(6)

 Collins & Aikman Corporation Guarantees of
  Collins & Aikman Products Co. unsecured debt
  securities (4)(5)

 Preferred stock (6)

 Common stock, par value $0.01 per share (6)

 Units consisting of two or more of the above

  Total securities being offered by the registrants                           $   750,000,008.90           $ 69,000.00

Securities being offered by selling stockholders
 Common stock, par value $0.01 per share              9,174,311 shares        $   249,999,991.10           $ 23,000.00
                                                                              ------------------
  Total                                                                       $ 1,000,000,000.00          $  92,000.00(7)
                                                                              ==================          ================



- --------------------------------------------------------------------------------
(1)   Securities to be registered are securities of Collins & Aikman
      Corporation, except for unsecured debt securities, which may be unsecured
      obligations of Collins & Aikman Corporation or Collins & Aikman Products
      Co.


(2)   There are being registered under this registration statement such
      indeterminate amount of securities of the registrants as shall have an
      aggregate initial offering price not to exceed $750,000,008.90. If any
      debt securities are issued at an original issue discount, then the
      securities registered shall include such additional unsecured debt
      securities as may be necessary such that the aggregate initial public
      offering price of all securities issued pursuant to this registration
      statement will equal $750,000,008.90. In addition, pursuant to Rule 416
      under the Securities Act of 1933, this registration statement will cover
      such indeterminate number of shares of common stock of the registrant
      that may be issued in respect of stock splits, stock dividends and
      similar transactions. Any securities offered by the registrants
      registered under this registration statement may be sold separately or as
      units with other securities offered by the registrants registered under
      this registration statement. The proposed maximum initial offering price
      per security offered by the registrants will be determined from time to
      time by the registrants in connection with the sale of the securities
      registered under this registration statement.

(3)   The estimated registration fee for the common stock, preferred stock and
      unsecured debt securities offered by the registrants has been calculated
      pursuant to Rule 457(o). The estimated registration fee for the common
      stock offered by selling stockholders has been calculated pursuant to
      Rule 457(c), based on the average of the high and low reported prices on
      the New York Stock Exchange on May 14, 2002 of $25.63 per share.

(4)   Unsecured debt securities to be registered may be the unsecured
      obligations of Collins & Aikman Corporation or Collins & Aikman Products
      Co. Unsecured debt securities issued by Collins & Aikman Products Co.
      will be fully and unconditionally guaranteed by Collins & Aikman
      Corporation.


(5)   Pursuant to Rule 457(a), no registration fee is required with respect to
      the guarantees.

(6)   The unsecured debt securities and preferred stock being registered hereby
      may be convertible into shares of common stock of Collins & Aikman
      Corporation being registered hereunder. The common stock of Collins &
      Aikman Corporation being registered hereunder includes such indeterminate
      number of shares as may be issued upon conversion in full of all
      convertible unsecured debt securities and convertible preferred stock
      registered hereunder and issued from time to time by the registrants.
      Pursuant to Rule 457(i), no registration fee is required with respect to
      such common stock of Collins & Aikman Corporation.


(7)   Previously paid.



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

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.

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

================================================================================


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED JUNE 5, 2002


                         COLLINS & AIKMAN CORPORATION

                                 COMMON STOCK
                                PREFERRED STOCK
                           UNSECURED DEBT SECURITIES

                         COLLINS & AIKMAN PRODUCTS CO.

                           UNSECURED DEBT SECURITIES
                   GUARANTEED BY COLLINS & AIKMAN CORPORATION


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

Collins & Aikman Corporation may offer, from time to time, common stock,
preferred stock and unsecured debt securities, and Collins & Aikman Products
Co. may offer, from time to time, unsecured debt securities which are fully and
unconditionally guaranteed by Collins & Aikman Corporation, collectively
resulting in gross proceeds to the issuers of up to $750,000,008.90. In
addition, up to 9,174,311 shares of common stock of Collins & Aikman
Corporation, may also be sold hereunder by registration rights holders as
described herein.



INVESTING IN THE SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

The securities may be offered in amounts, at prices and on terms determined at
the time of offering. The securities will only be sold to you through
underwriters which we will select from time to time.

This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.You should read this prospectus and the
prospectus supplement carefully before you invest in the securities.


Collins & Aikman Corporation's common stock is listed on the New York Stock
Exchange under the symbol "CKC." The closing price of Collins & Aikman
Corporation's common stock was $17.80 per share on May 30, 2002. We effected a
one-for-2.5 reverse stock split effective as of the close of business on May
28, 2002. All information in this prospectus gives effect to this reverse stock
split.



       , 2002


                               TABLE OF CONTENTS




                                                                    PAGE
                                                                   -----
                                                                
ABOUT THIS PROSPECTUS ..........................................     1
FORWARD-LOOKING STATEMENTS .....................................     1
WHERE YOU CAN FIND ADDITIONAL INFORMATION ......................     2
INCORPORATION OF DOCUMENTS BY REFERENCE ........................     2
USE OF PROCEEDS ................................................     3
RATIOS OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
 COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS ..........     3
INFORMATION ABOUT OUR COMPANY ..................................     4
DESCRIPTION OF C&A CAPITAL STOCK ...............................     5
DESCRIPTION OF C&A COMMON STOCK ................................     5
DESCRIPTION OF C&A PREFERRED STOCK .............................     8
DESCRIPTION OF C&A AND PRODUCTS DEBT SECURITIES ................    13
REGISTRATION RIGHTS HOLDERS ....................................    25
PLAN OF DISTRIBUTION ...........................................    28
LEGAL MATTERS ..................................................    29
EXPERTS ........................................................    29



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

     No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this prospectus or
the accompanying prospectus supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by us or
any underwriter, dealer or agent. Neither this prospectus nor the accompanying
prospectus supplement constitutes an offer to sell or a solicitation of an
offer to buy securities in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation.

     Both Collins & Aikman Corporation and its direct, wholly-owned subsidiary,
Collins & Aikman Products Co., are Delaware corporations. The principal
executive offices of each company are located at 250 Stephenson Highway, Troy,
Michigan 48083 and our telephone number at that address is (248) 824-2500.


     Unless the context otherwise requires, all information in this prospectus
which refers to (a) "C&A Corporation," "C&A" or the "Company" refers only to
Collins & Aikman Corporation, (b) "Products" refers only to Collins & Aikman
Products Co., and (c) "Collins & Aikman," "we," "us" or "our" refers to Collins
& Aikman Corporation together with its subsidiaries.


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission (the "SEC") utilizing a "shelf"
registration process, relating to the securities described herein.

     Under this shelf process, the securities described in this prospectus may
be sold in one or more underwritten offerings for up to an aggregate initial
offering price of $1,000,000,000. This prospectus provides you with a general
description of the securities that may be offered. This prospectus does not
contain all of the information set forth in the registration statement as
permitted by the rules and regulations of the SEC. For additional information
regarding C&A or Products and the offered securities, please refer to the
registration statement. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find Additional Information."


     On May 28, 2002, we effected a one-for-2.5 reverse stock split. All
information in this prospectus gives effect to this reverse stock split.


                           FORWARD-LOOKING STATEMENTS

     This prospectus contains "forward-looking" information, as that term is
defined by the federal securities laws, about our financial condition, results
of operations and business. You can find many of these statements by looking
for words such as "may," "will," "expect," "anticipate," "believe," "estimate"
and similar words used in this prospectus.

     These forward-looking statements are subject to numerous assumptions,
risks and uncertainties (including trade relations and competition). Because
the statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by the forward-looking
statements. We caution readers not to place undue reliance on the statements,
which speak only as of the date of this prospectus.

     The cautionary statements set forth above should be considered in
connection with any subsequent written or oral forward-looking statements that
we or persons acting on our behalf may issue. We do not undertake any
obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events.

     Risks and uncertainties that could cause actual results to vary materially
from those anticipated in the forward-looking statements included in this
prospectus include general economic conditions in the market in which we
operate and industry-based factors such as:

    o declines in the North American, South American and European automobile
      and light truck builds,

    o labor costs and strikes at our major customers and at our facilities,

    o changes in consumer preferences,

    o dependence on significant automotive customers,

    o the level of competition in the automotive supply industry and pricing
      pressure from automotive customers and

    o risks associated with conducting business in foreign countries.

     In addition, factors more specific to us could cause actual results to
vary materially from those anticipated in the forward-looking statements
included in this prospectus such as substantial leverage, limitations imposed
by our debt instruments, our ability to successfully integrate acquired
businesses including actions we have identified as providing cost saving
opportunities, and pursue our prime contractor business strategy and our
customer concentration.


                                       1


     Our divisions may also be affected by changes in the popularity of
particular vehicle models or particular interior trim packages or the loss of
programs on particular vehicle models.

     These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf. When we indicate that an
event, condition or circumstance could or would have an adverse effect on us,
we mean to include effects upon our business, financial and other conditions,
results of operations and ability to make payments on the notes.


                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

     C&A files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that C&A
files at the SEC's public reference room at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms. C&A's SEC filings are also available
to you at the SEC's web site at http://www.sec.gov.


                    INCORPORATION OF DOCUMENTS BY REFERENCE

     Rather than include certain information in this prospectus that C&A has
already included in reports filed with the SEC, we are incorporating this
information by reference, which means that we can disclose important
information to you by referring to those publicly filed documents containing
the information. This information incorporated by reference is considered to be
part of this prospectus, and the information that C&A files with the SEC after
the date of this prospectus and prior to the termination of the offerings of
the securities offered hereby will automatically update and supersede the
information in this prospectus. We incorporate by reference the following
documents filed by C&A with the SEC:

    o Proxy Statement on Schedule 14A for C&A's annual meeting of stockholders
      to be held on May 15, 2002 (other than the sections entitled "Executive
      Compensation -- Report of the Compensation Committee," "Performance
      Graph," "Report of the Audit Committee of the Board of Directors," and
      "Audit Fees.")


    o Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
      as amended by an Annual Report to be filed on June 6, 2002;

    o Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
      2002, as amended by a Quarterly Report on Form 10-Q/A to be filed on June
      6, 2002;


    o Current Report on Form 8-K filed July 3, 2001 and the report on Form
      8-K/A filed September 17, 2001;

    o Current Report on Form 8-K filed October 4, 2001 and the report on Form
      8/KA filed October 10, 2001;

    o Current Report on Form 8-K filed January 4, 2002 and the report on Form
      8-K/A filed January 14, 2002;


    o Current Report on Form 8-K filed April 17, 2002;

    o Current Report on Form 8-K filed May 21, 2002;and

    o Current Report on Form 8-K filed May 29, 2002


     All documents we file subsequent to the date of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering of the securities covered hereby shall be deemed to
be incorporated by reference into the prospectus.

     We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any or all of the information that has
been incorporated in this prospectus but is not being delivered with this
prospectus. We will provide this information upon written or oral request, at
no cost to the requester, directed to Collins & Aikman Corporation, 250
Stephenson Highway, Troy, Michigan 48083, telephone (248) 824-2500, attention:
Chief Financial Officer.


                                       2


                                USE OF PROCEEDS


     Except as may otherwise be described in the prospectus supplement relating
to an offering of securities, the net proceeds from the sale of the securities
included in this prospectus will be used for general corporate purposes. Any
specific allocation of the net proceeds of an offering of securities to a
specific purpose will be determined at the time of such offering and will be
described in the related prospectus supplement.


          RATIOS OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS


     The ratio of earnings to fixed charges for each of C&A and Products and
the ratio of earnings to combined fixed charges and preferred stock dividends
of C&A for each of the periods indicated is as follows:







                                                     FISCAL YEAR ENDED(1)                                  THREE MONTHS ENDED
                          -------------------------------------------------------------------------- ------------------------------
                           DECEMBER 31,   DECEMBER 31,   DECEMBER 25,   DECEMBER 26,   DECEMBER 27,     MARCH 31,      MARCH 31,
                               2001           2000           1999           1998           1997           2001            2002
                          -------------- -------------- -------------- -------------- -------------- -------------- ---------------
                                                                                               
Ratio of earnings to
 fixed charges of
 Collins & Aikman(2).....      0.32x(3)        1.02x         0.98x(4)        1.05x          1.02x          0.4x(5)        1.00x(6)
Ratio of earnings to
 fixed charges of
 Products(2) ............      0.32x(3)        1.02x         0.98x(4)        1.05x          1.02x          0.4x(5)        1.00x(6)
Ratio of earnings to
 combined fixed
 charges and preferred
 stock dividends of
 Collins & Aikman(4).....      0.32x(3)        1.02x         0.98x(4)        1.05x          1.02x          0.4x(5)        1.00x(6)





- ----------
(1)   Fiscal year 2000 was a 53-week year. All other years were 52 weeks.

(2)   For purposes of calculating the ratio of earnings to fixed charges,
      earnings represents income or loss from continuing operations before
      income taxes, exclusive of income or loss from minority interest and
      equity method investments, plus fixed charges, plus amortization of
      capitalized interest and income distributions from equity method
      investments, less capitalized interest. Fixed charges include interest
      expense (including amortization of deferred financing costs), capitalized
      interest, and the portion of operating rental expense which management
      believes is representative of the interest component of rent expense
      (assumed to be 33%).

(3)   For the year ended December 31, 2001, additional earnings of $68 million
      would have been required to make the ratio 1.00x during the period.

(4)   For the fiscal year ended 1999, additional earnings of $1.7 million would
      have been required to make the ratio 1.00x during the period.

(5)   For the three months ended March 31, 2001, additional earnings of $15.1
      million would have been required to make the ratio 1.00x during the
      period.


(6)   For the three months ended March 31, 2002, additional earnings of $0.1
      million would have been required to make the ratio 1.00x during the
      period.



     The ratios for future periods will be included in our reports on Forms
10-K and 10-Q. These reports will be incorporated by reference into this
prospectus at the time they are filed.


                                       3


                         INFORMATION ABOUT OUR COMPANY


     We are a global leader in the design, engineering and manufacturing of
automotive interior components, including instrument panels, fully assembled
cockpit modules, floor and acoustic systems, automotive fabric, interior trim
and convertible top systems. We have the number one or two North American
market share position in terms of sales in seven out of ten major automotive
interior categories tracked by CSM Worldwide. We are also the largest North
American supplier of convertible top systems in terms of sales. Following our
acquisition of TAC-Trim in December 2001, we became a leading global supplier
of fully assembled cockpit modules, a market segment we expect to grow
significantly over the next five years. In North America, we manufacture
components for approximately 90% of all light vehicle production platforms. We
have over 25,000 employees and more than 120 plants and facilities in North
America, Europe and South America.


     C&A is a holding company and all of its operations are conducted through
Products and Products' subsidiaries. In February 2001, Heartland Industrial
Partners, L.P. acquired a controlling interest in C&A. Since the investment, we
have pursued acquisitions that have furthered a strategy of serving as a prime
contractor to both Tier I integrators, which are shifting capital and emphasis
away from interior components manufacturing and towards electronics and the
delivery of fully integrated interior modules, and to OEMs, which continue to
increase their outsourcing of complete interior manufacturing.

    o On July 3, 2001, we acquired the Becker Group, a leading supplier of
      plastic components to the automotive industry.

    o On September 21, 2001, we acquired Joan Automotive Industries, a leading
      supplier of automotive fabric to the automotive industry, and the assets
      of Joan's affiliated automotive yarn dyeing operation, Western Avenue
      Dyers, L.P.

    o On December 20, 2001, we acquired the Textron Automotive Company's Trim
      division (TAC-Trim), one of the largest suppliers of instrument panels
      and fully assembled cockpit modules and a major automotive plastics
      manufacturer of interior and exterior trim components in North America,
      Europe and South America.

     The combination of Collins & Aikman, Becker, Joan and TAC-Trim created one
of the industry's largest and most broadly based manufacturers of automotive
interior components, systems and modules. We have the capability to supply
diverse combinations of stylistically matched, functionally engineered and
acoustically integrated interior trim components, systems and modules and
market interior products to customers through a single "global commercial
operations" group, which supplies products from three primary categories:
plastic components and cockpits, carpet and acoustics and automotive fabrics.
In addition, we continue to market our convertible top systems through the Dura
convertible group.


                                       4


                        DESCRIPTION OF C&A CAPITAL STOCK


     The authorized capital stock of C&A consists of 300,000,000 shares of
common stock, par value $0.01 per share, and 16,000,000 shares of preferred
stock, par value $0.01 per share. As of May 30, 2002, there were 67,577,687
shares of common stock outstanding, excluding 1,057,595 shares of common stock
subject to outstanding options granted pursuant to our stock option plans,
5,800,000 shares of common stock which may be issued pursuant to the exercise
of common stock purchase rights described below under "Description of C&A
Common Stock -- Common Stock Purchase Rights," and 160,000 shares subject to a
warrant that is presently exercisable. As of May 30, 2002, C&A had no shares of
preferred stock outstanding.


                        DESCRIPTION OF C&A COMMON STOCK

     Subject to the rights of holders of preferred stock then outstanding,
holders of C&A common stock are entitled to receive such dividends as may from
time to time be declared by the Board. Holders of C&A common stock are entitled
to one vote per share on all matters on which the holders of C&A common stock
are entitled to vote. Because holders of C&A common stock do not have
cumulative voting rights, the holders of the majority of the shares of C&A
common stock represented at a meeting can select all the directors. In the
event of liquidation, dissolution or winding up of C&A, holders of C&A common
stock would be entitled to share ratably in all assets of the Company available
for distribution to the holders of the Company common stock.

     Upon full payment of the purchase price therefor, shares of C&A common
stock will not be liable to further calls or assessments by the Company. There
are no preemptive rights for C&A common stock in the restated certificate of
incorporation.

     The transfer agent and registrar for C&A common stock is First Union
National Bank of North Carolina.


COMMON STOCK PURCHASE RIGHTS


     On May 17, 2002, we announced a distribution of non-transferable rights to
purchase C&A common stock to all holders of our common stock as of May 28,
2002. Each shareholder (other than certain shareholders who have agreed to
contractually waive their right to exercise rights) will be granted one
non-transferable right to purchase 0.4 shares of common stock per share of
common stock held by such holder. Shareholders holding an aggregate of
approximately 52,704,000 shares of common stock have agreed that they will not
exercise their rights. This means that the rights offering will be exercisable
for an aggregate of approximately 5,800,000 shares of common stock. The
exercise price of the non-transferable rights is $12.50 per whole share of
common stock for which the rights are exercisable. The non-transferable rights
become exercisable for a 16-day minimum period once a registration statement
for the issuance of the underlying shares has been declared effective by the
SEC. We are obligated to use our best efforts to have a registration statement
for the underlying shares declared effective prior to October 31, 2002, but
such date will be extended, at the request of the underwriters for any offering
of our common stock, to the 180th day following the closing of this offering.



ANTI-TAKEOVER PROVISIONS


     The amended and restated certificate of incorporation and the bylaws of
C&A contain certain provisions that may delay, defer or prevent a change in
control of C&A and make removal of management more difficult. These provisions
are intended to enhance the likelihood of continuity and stability in the
composition of the board and in the policies formulated by the Board of
Directors and to discourage certain types of transactions which may involve an
actual or threatened change of control of C&A. The provisions are designed to
reduce the vulnerability of C&A to an unsolicited proposal for a takeover of
C&A that does not contemplate the acquisition of all its outstanding shares or
an unsolicited proposal for the restructuring or sale of all or part of C&A.
The provisions also are intended to discourage certain tactics that may be used
in proxy fights. Set forth below is a description of such provisions in the
restated certificate of Incorporation and the bylaws.



                                       5



     Pursuant to the amended and restated certificate of incorporation, the
Board of Directors is divided into three classes serving staggered three-year
terms. This provision may only be amended or repealed by vote of 80% or more of
the outstanding voting stock. Directors can be removed from office only for
cause and only by the affirmative vote of the holders of a majority of the
combined voting power of the then outstanding shares of voting stock, voting
together as a single class. Vacancies on the Board of Directors and newly
created directorships may be filled only by the remaining directors and not by
the stockholders.

     The amended and restated certificate of incorporation provides that the
number of directors will be fixed by, or in the manner provided in, the bylaws.
The bylaws provide that the whole Board of Directors will consist of such
number of members as fixed from time to time by the Board of Directors.
Accordingly, the Board of Directors, and not the stockholders, has the
authority to determine the number of directors and (to the extent such action
is consistent with its fiduciary duties) could delay any stockholder from
obtaining majority representation on the Board of Directors by enlarging the
Board of Directors and filling the new vacancies with its own nominees until
the next stockholder election.

     The bylaws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors or a
committee thereof, of candidates for election as directors and with regard to
certain matters to be brought before an annual meeting of stockholders of C&A.
In general, notice as to any such stockholder nomination or other proposal must
be received by C&A with respect to annual meetings not less than 90 nor more
than 120 days prior to the anniversary of the immediately preceding annual
meeting and must contain certain specified information concerning the person to
be nominated or the matters to be brought before the meeting and concerning the
stockholder submitting the proposal.


     If at any time the parties (other than C&A) to the stockholders agreement
contemplated by that certain share purchase agreement, dated as of January 12,
2001, to which C&A is a party (as such stockholders agreement may be amended,
amended and restated, or otherwise modified or replaced) beneficially own in
the aggregate less than 25% of the outstanding capital stock of C&A, then on
and after such date, any action required or permitted to be taken by the
stockholders of C&A may be effected only at a duly called annual or special
meeting of such stockholders and may not be effected by consent in writing by
such stockholders.


     Special meetings of the stockholders may be called only by the Chairman or
one of the co-chairmen of the Board of Directors or a majority of the entire
Board of Directors, and the business transacted at any special meeting will be
confined to the matters specified in the notice of meeting.

     The foregoing provisions, together with the ability of the Board of
Directors to issue C&A preferred stock without further stockholder action,
could delay or frustrate the removal of incumbent directors or the assumption
of control by the holder of a large block of C&A's common stock even if such
removal or assumption would be beneficial, in the short term, to stockholders
of C&A. The provisions could also discourage or make more difficult a merger,
tender offer or proxy contest even if such event would be favorable to the
interests of stockholders.


     The amended and restated certificate of incorporation also contains a
provision which provides that a Business Combination (as hereinafter defined)
shall require the affirmative vote of the holders of 662/3% or more of the
combined voting power of the then outstanding shares of voting stock of C&A,
voting together as a single class.

     A "Business Combination" is

     (1)  any merger or consolidation of C&A (whether or not C&A is the
          surviving corporation);

     (2)  any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          of all or substantially all the assets of C&A;

     (3)  the adoption of any plan or proposal for the liquidation, dissolution,
          spinoff, splitup, splitoff, or winding up of the affairs of C&A
          (whether voluntary or involuntary); or

     (4)  any agreement, contract or other arrangement providing for any of the
          transactions described in this definition of Business Combination.


                                       6


SECTION 203 OF DELAWARE GENERAL CORPORATE LAW

     Section 203 of Delaware General Corporate Law ("DGCL") prevents an
"interested stockholder" (defined in Section 203, generally, as a person owning
15% or more of a corporation's outstanding voting stock), from engaging in a
"business combination" (as defined in Section 203) with a publicly held
Delaware corporation for three years following the date such person became an
interested stockholder unless (i) before such person became an interested
stockholder, the board of directors of the corporation approved the transaction
in which the interested stockholder became an interested stockholder or
approved the business combination; (ii) upon consummation of the transaction
that resulted in the interested stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by employee
stock plans that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) following the transaction in which such
person became an interested stockholder, the business combination is approved
by the board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder.


DIRECTORS' LIABILITY AND INDEMNIFICATION


     C&A's amended and restated certificate of incorporation contains a
provision which eliminates the personal liability of C&A's directors for
monetary damages resulting from breaches of their fiduciary duty to the fullest
extent permitted by the DGCL. Under the DGCL, C&A may not eliminate directors'
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
violations under Section 174 of the DGCL or any transaction from which the
director derived an improper personal benefit. This provision also has no
effect on the ability of stockholders to seek equitable relief, such as an
injunction, that may be available to redress a breach of fiduciary duty, even
though such stockholders could not seek monetary damages from the directors for
such breach. The bylaws contain provisions requiring, subject to certain
procedures, the indemnification of C&A's directors and officers to the fullest
extent permitted by Section 145 of the DGCL, including circumstances in which
indemnification is otherwise discretionary, and provide for the mandatory
advancement of litigation expenses incurred in defense of a claim upon the
receipt by the C&A of any undertaking required by law. C&A's Board of Directors
is further authorized, in its discretion, to provide such rights to employees
and agents of C&A. In addition, C&A may enter into indemnification agreements
with its directors and executive officers that generally provide for similar
rights to indemnification and advancement of expenses. Management believes that
these provisions are necessary to attract and retain qualified persons as
directors and officers.



REGISTRATION RIGHTS


     We have granted to certain stockholders (the "Registration Rights
Holders") certain demand registration rights and "piggy-back" registration
rights with respect to certain C&A common stock held by them. Based on a review
of Schedule 13Ds filed by the respective parties through May 16, 2002 and other
information available to the Company, as of May 16, 2002, the Registration
Rights Holders hold approximately 62,120,187 million shares of C&A common
stock, in the aggregate. They are entitled to rights with respect to the
registration of their shares under the Securities Act of 1933 as follows:


     Demand Registration Rights

     Under the terms of the agreements between us and the Registration Rights
Holders, certain of such Registration Rights Holders may require us to file a
registration statement under the Securities Act with respect to shares of
common stock owned by them, under certain circumstances, and we are required to
use our reasonable best efforts to effect such a registration. Such rights are
subject to various customary cutback and holdback provisions. No shares are
being sold under this prospectus pursuant to any demand registration rights.


                                       7


     Piggy-Back Registration Rights

     If we propose to register any of our securities under the Securities Act,
subject to certain exceptions, pursuant to the terms of the agreements between
us and the Registration Rights Holders for our account or for the account of
other stockholders, the Registration Rights Holders are entitled to notice of,
and to include in the registration, shares of common stock owned by them,
subject to customary cutback and holdback provisions. This prospectus may be
used by Registration Rights Holders only when the Company is selling shares
pursuant to an underwritten offering of Company common stock in accordance with
the requirements of the applicable agreement.

     The description of the common stock contained in our registration
statement on Form 8-A filed on June 20, 1994 pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description is incorporated by reference herein.


                       DESCRIPTION OF C&A PREFERRED STOCK

     Pursuant to the restated certificate of incorporation of the Company, the
Board is authorized, subject to any limitations prescribed by law, to provide
for the issuance of the shares of Company preferred stock in series and to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions
thereof. Because the Board has the power to establish the preferences and
rights of each series, it may afford the holders of any Company preferred stock
preferences, powers and rights (including voting rights) senior to the rights
of the holders of Company common stock. The issuance of shares of Company
preferred stock, or the issuance of rights to purchase such shares, could be
used to discourage an unsolicited acquisition proposal.


FUTURE SERIES OF PREFERRED STOCK

     The following description of C&A preferred stock sets forth certain
general terms and provisions of C&A preferred stock to which any prospectus
supplement may relate. The statements below describing C&A preferred stock are
in all respects subject to and qualified in their entirety by reference to the
applicable provisions of C&A's amended and restated certificate of
incorporation and bylaws and any applicable amendment to the amended and
restated certificate of incorporation designating terms of preferred stock (a
"Designating Amendment").

     Reference is made to the prospectus supplement relating to C&A preferred
stock for specific terms, including:

    o The title and stated capital value of such preferred stock;

    o The number of shares of preferred stock offered, the liquidation
      preference per share and the offering price of the preferred stock;

    o The dividend rate(s), period(s) and/or payment date(s) or method(s) of
      calculation thereof applicable to the preferred stock;

    o The date from which dividends on the preferred stock shall accumulate,
      if applicable;

    o The procedures for any auction and remarketing, if any, for the
      preferred stock;

    o The provisions for a sinking fund, if any, for the preferred stock;

    o The provision for redemption, if applicable, of the preferred stock;

    o Any listing of the preferred stock on any securities exchange;

    o The terms and conditions, if applicable, upon which the preferred stock
      will be convertible into C&A common stock, including the conversion price
      (or manner of calculation thereof);

    o Any other specific terms, preferences, rights, limitations or
      restrictions of the preferred stock;

    o A discussion of U.S. federal income tax considerations applicable to the
      preferred stock;


                                       8


    o The voting rights of the preferred stock and the relative ranking and
      preference of the preferred stock as to dividends rights and rights upon
      liquidation, dissolution or winding up of the affairs of C&A; and

    o Any limitations on issuance of any series of preferred stock ranking
      senior to or on a parity with such series of preferred stock as to
      dividend rights and rights upon liquidation, dissolution or winding up of
      the affairs of C&A.


RANK

     Unless otherwise specified in the prospectus supplement, C&A preferred
stock will, with respect to dividend rights upon liquidation, dissolution or
winding up of the Company, rank

    o senior to all classes or series of C&A common stock, and to all equity
      securities ranking junior to the preferred stock with respect to dividend
      rights or rights upon liquidation, dissolution or winding up of the
      Company;

    o on a parity with all equity securities issued by the Company the terms
      of which specifically provide that such equity securities rank on a
      parity with the preferred stock with respect to dividend rights or rights
      upon liquidation, dissolution or winding up of the Company; and

    o junior to all equity securities issued by the Company the terms of which
      specifically provide that such equity securities rank senior to the
      preferred stock with respect to dividend rights or rights upon
      liquidation, dissolution or winding up of the Company.

     The term "equity securities" does not include convertible debt securities.



DIVIDENDS

     Holders of C&A preferred stock of each series will be entitled to receive,
when, as and if declared by C&A's board of directors, out of our assets legally
available for payment, cash dividends at such rates and on such dates as will
be set forth in the prospectus supplement. Each such dividend shall be payable
to holders of record as they appear on our share transfer books on such record
dates as shall be fixed by C&A's board of directors.

     Dividends on any series of C&A preferred stock may be cumulative or
non-cumulative, as provided in the applicable prospectus supplement. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable prospectus supplement. If C&A's board of directors fails to declare
a dividend payable on a dividend payment date on any series of C&A Preferred
Stock for which dividends are non-cumulative, then the holders of such series
of C&A preferred stock will have no right to receive a dividend in respect of
the dividend period ending on such dividend payment date, and the Company will
have no obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend payment
date.

     If C&A preferred stock of any series is outstanding, no dividends will be
declared or paid or set apart for payment on any stock of the Company of any
other series ranking, as to dividends, on a parity with or junior to the C&A
preferred stock of such series for any period unless:

   (a)        if such series of preferred stock has a cumulative dividend,
              full cumulative dividends have been, or contemporaneously are,
              declared and paid or declared and a sum sufficient for the
              payment thereof is set apart for such payment on the preferred
              stock of such series for all past dividend periods and the then
              current dividend period or

   (b)        if such series of preferred stock does not have a cumulative
              dividend, full dividends for the then current dividend period
              have been, or contemporaneously are, declared and paid or
              declared and a sum sufficient for the payment thereof is set
              apart for such payment on the preferred stock of such series.

     When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon C&A preferred stock of any series and the
shares of any other series of C&A preferred stock ranking on


                                       9


a parity as to dividends with the C&A preferred stock of such series, all
dividends declared upon C&A preferred stock of such series and any other series
of C&A preferred stock ranking on a parity as to dividends with C&A preferred
stock shall be declared pro rata so that the amount of dividends declared per
share of C&A preferred stock of such series and such other series of C&A
preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the C&A preferred stock of such series (which
shall not include any accumulation in respect of unpaid dividends for prior
dividends periods if C&A preferred stock does not have a cumulative dividend)
and such other series of C&A preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any
dividend payment or payments on C&A preferred stock of such series which may be
in arrears.

     Except as provided in the immediately preceding paragraph, unless,

     (a)  if such series of C&A preferred stock has a cumulative dividend, full
          cumulative dividends on C&A preferred stock of such series have been,
          or contemporaneously are, declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for payment for all
          past dividend periods and the then current dividend period, and

     (b)  if such series of C&A preferred stock does not have a cumulative
          dividend, full dividends on the C&A preferred stock of such series
          have been, or contemporaneously are, declared and paid or declared and
          a sum sufficient for the payment thereof is set apart for payment for
          the then current dividend period,

no dividends (other than in shares of C&A common stock or other shares of stock
raking junior to the C&A preferred stock of such series as to dividends and
upon liquidation) shall be declared or paid or set aside for payment nor shall
any other distribution be declared or made upon the C&A common stock, or any
other stock of the Company ranking junior to or on a parity with the C&A
preferred stock of such series as to dividends or upon liquidation, nor shall
any shares of C&A common stock, or any other shares of the Company raking
junior to or on a parity with the C&A preferred stock of such series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any such shares) by the Company (except by
conversion into or exchange for other stock of the Company ranking junior to
the C&A preferred stock of such series as to dividends and upon liquidation).

     Any dividend payment made on shares of a series of C&A preferred stock
shall be credited against the earliest accrued but unpaid dividend due with
respect to shares of such series which remains payable.


REDEMPTION

     If so provided in the applicable prospectus supplement, the C&A preferred
stock will be subject to mandatory redemption or redemption at the option of
the Company, as a whole or in part, in each case upon terms, at the times and
at the redemption prices set forth in the prospectus supplement.

     The prospectus supplement relating to a series of C&A preferred stock that
is subject to mandatory redemption will specify the number of shares of C&A
preferred stock that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon
(which shall not, if the C&A preferred stock does not have a cumulative
dividend, including any accumulation in respect of unpaid dividends for prior
dividend periods) to the date of redemption. The redemption price may be
payable in cash or other property, as specified in the applicable prospectus
supplement. If the redemption price for the C&A preferred stock of any series
is payable only from the net proceeds of the issuance of shares of stock of the
Company, the terms of the C&A preferred stock may provide that, if no such
shares of stock shall have been issued or to the extent the net proceeds from
any issuance are insufficient to pay in full the aggregate redemption price
then due, the C&A preferred stock shall automatically and mandatorily be
converted into the applicable shares of stock of the Company pursuant to
conversion provisions specified in the applicable prospectus supplement.


                                       10


   Notwithstanding the foregoing, unless:

   (a)        if a series of C&A preferred stock has a cumulative dividend,
              full cumulative dividends on all shares of such series of C&A
              preferred stock shall have been, or contemporaneously are,
              declared and paid or declared and a sum sufficient for the
              payment thereof set apart for payment for all past dividend
              periods and the then current dividend period, and

   (b)        if a series of C&A preferred stock does not have a cumulative
              dividend, full dividends on all shares of the C&A preferred stock
              of such series have been, or contemporaneously are, declared and
              paid or declared and a sum sufficient for the payment thereof set
              apart for payment for the then current dividend period,

no shares of such series of C&A preferred stock shall be redeemed unless all
outstanding shares of preferred stock of such series are simultaneously
redeemed; provided, however, that the foregoing shall not prevent the purchase
or acquisition of C&A preferred stock of such series pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
C&A preferred stock of such series. In addition, unless:

   (a)        if such series of C&A preferred stock has a cumulative dividend,
              full cumulative dividends on all outstanding shares of such
              series of C&A preferred stock have been, or contemporaneously
              are, declared and paid or declared and a sum sufficient for the
              payment thereof set apart for payment for all past dividend
              periods and the then current dividend period, and

   (b)        if such series of C&A preferred stock does not have a cumulative
              dividend, full dividends on the C&A preferred stock of such
              series have been, or contemporaneously are, declared and paid or
              declared and a sum sufficient for the payment thereof set apart
              for payment for the then current dividend period,

the Company shall not purchase or otherwise acquire directly or indirectly any
shares of C&A preferred stock of such series (except by conversion into or
exchange for shares of stock of the Company ranking junior to the C&A preferred
stock of such series as to dividends and upon liquidation); provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
C&A preferred stock of such series pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of C&A preferred
stock of such series.

     If fewer than all of the outstanding shares of C&A preferred stock of any
series are to be redeemed, the number of shares to be redeemed will be
determined by the Company and such shares may be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares
held or for which redemption is requested by such holder (with adjustments to
avoid redemption of fractional shares) or by any other equitable manner
determined by the Company.

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of C&A preferred stock
of any series to be redeemed at the address shown on the stock transfer books
of the Company. Each notice shall state:

    o the redemption date;

    o the number of shares and series of the C&A preferred stock to be
      redeemed;

    o the redemption price;

    o the place or places where certificates for the C&A preferred stock are
      to be surrendered for payment of the redemption price;

    o that dividends on the shares to be redeemed will cease to accrue on such
      redemption date; and

    o the date upon which the holder's conversion rights, if any, as to such
      shares shall terminate.

     If fewer than all the shares of C&A preferred stock of any series are to
be redeemed, the notice mailed to each such holder thereof shall also specify
the number of shares of C&A preferred stock to be redeemed from each such
holder. If notice of redemption of any C&A preferred stock has been given and


                                       11


if the funds necessary for such redemption have been set aside by the Company
in trust for the benefit of the holders of any C&A preferred stock so called
for redemption, then from and after the redemption date dividends will cease to
accrue on the C&A preferred stock, and all rights of the holders of such shares
will terminate, except the right to receive the redemption price.


LIQUIDATION PREFERENCE

     Upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Company, then, before any distribution or payment shall
be made to the holders of any C&A common stock or any other class or series of
stock of the Company ranking junior to the C&A preferred stock in the
distribution of assets upon any liquidation, dissolution or winding up of the
Company, the holders of each series of C&A preferred stock shall be entitled to
receive out of assets of the Company legally available for distribution to
stockholders liquidating distributions in the amount of the liquidation
preference per share, if any, set forth in the applicable prospectus
supplement, plus an amount equal to all dividends accrued and unpaid thereon
(which shall not include any accumulation in respect of unpaid noncumulative
dividends for prior dividend periods). After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of C&A
preferred stock will have no right or claim to any of the remaining assets of
the Company. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of C&A preferred stock and the corresponding amounts payable
on all shares of other classes or series of stock of the Company ranking on a
parity with the C&A preferred stock in the distribution of assets, then the
holders of the C&A preferred stock and all other such classes or series of
stock shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be
respectively entitled.

     If liquidating distributions shall have been made in full to all holders
of C&A preferred stock, the remaining assets of the Company shall be
distributed among the holders of any other classes or series of stock ranking
junior to the C&A preferred stock upon liquidation, dissolution or winding up,
according to their respective rights and preferences and in each case according
to their respective number of shares. For such purposes, the consolidation or
merger of the Company with or into any other corporation, trust or entity, or
the sale, lease or conveyance of all or substantially all of the property or
business of the Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Company.


VOTING RIGHTS

     Holders of the C&A preferred stock will not have any voting rights, except
as set forth below or as otherwise from time to time required by law or as
indicated in the applicable prospectus supplement.

     Unless provided otherwise for any series of C&A preferred stock, so long
as any shares of C&A preferred stock of a series remain outstanding, the
Company will not, without the affirmative vote or consent of the holders of at
least two-thirds of the shares of such series of C&A preferred stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class):

    o authorize or create, or increase the authorized or issued amount of, any
      class or series of stock ranking prior to such series of C&A preferred
      stock with respect to payment of dividends or the distribution of assets
      upon liquidation, dissolution or winding up or reclassify any authorized
      stock of the Company into such shares, or create, authorize or issue any
      obligation or security convertible into or evidencing the right to
      purchase any such shares; or

    o amend, alter or repeal the provisions of C&A's amended and restated
      certificate of incorporation or the Designating Amendment for such series
      of C&A preferred stock, whether by merger, consolidation or otherwise (an
      "Event"), so as to materially and adversely affect any right, preference,
      privilege or voting power of such series of Preferred Stock or the
      holders thereof; provided, however, with respect to the occurrence of any
      of the Events set forth in the prior bullet point, so long as the C&A
      preferred stock remains outstanding with the terms thereof materially


                                       12


      unchanged, taking into account that upon the occurrence of an Event the
      Company may not be the surviving entity, the occurrence of any such Event
      shall not be deemed to materially and adversely affect such rights,
      preferences, privileges or voting power of holders of C&A preferred
      stock, and provided, further that

     (x)  any increase in the amount of the authorized C&A preferred stock or
          the creation or issuance of any other series of C&A preferred stock,
          or

     (y)  any increase in the amount of authorized shares of such series or any
          other series of C&A preferred stock, in each case ranking on a parity
          with or junior to the C&A preferred stock of such series with respect
          to payment of dividends or the distribution of assets upon
          liquidation, dissolution or winding up, shall not be deemed to
          materially and adversely affect such rights, preferences, privileges
          or voting powers.

     The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected all outstanding shares of such series of C&A preferred stock shall
have been redeemed or called for redemption and sufficient funds shall have
been deposited in trust to effect such redemption.


CONVERSION RIGHTS

     The terms and conditions, if any, upon which any series of C&A preferred
stock is convertible into C&A common stock will be set forth in the applicable
prospectus supplement relating thereto. Such terms will include the number of
shares of C&A common stock into which the shares of C&A preferred stock are
convertible, the conversion price (or manner of calculation thereof), the
conversion period, provisions as to whether conversion will be at the option of
the holders of the C&A preferred stock or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such series of C&A preferred stock.


TRANSFER AGENT

     The transfer agent and registrar for the C&A preferred stock will be set
forth in the applicable prospectus supplement.


                DESCRIPTION OF C&A AND PRODUCTS DEBT SECURITIES


GENERAL

     C&A or Products may issue debt securities from time to time in one or more
series, under one or more indentures, each dated as of a date on or prior to
the issuance of the debt securities to which it relates. Senior debt securities
and subordinated debt securities may be issued pursuant to separate indentures,
a senior indenture and a subordinated indenture, respectively, in each case
between us and a trustee qualified under the Trust Indenture Act. Products may
issue debt securities from time to time in one or more series, under one or
more indentures, each dated as of a date on or prior to the issuance of the
debt securities to which it relates. Senior debt securities and subordinated
debt securities may be issued pursuant to separate indentures, a senior
indenture and a subordinated indenture, respectively, in each case between
Products and a trustee qualified under the Trust Indenture Act.

     The form of such indentures have been filed as an exhibit to the
registration statement of which this prospectus is a part, subject to such
amendments or supplements as may be adopted from time to time. The senior
indentures and the subordinated indentures, as amended or supplemented from
time to time, are sometimes referred to individually as an "indenture" and
collectively as the "indentures." Each indenture will be subject to and
governed by the Trust Indenture Act. The aggregate principal amount of debt
securities which may be issued under each indenture will be unlimited and each
indenture will set forth the specific terms of any series of debt securities or
provide that such terms shall be set forth in, or determined pursuant to, an
authorizing resolution, as defined in the applicable prospectus supplement,
and/or a supplemental indenture, if any, relating to such series.


                                       13


     The statements made below relating to the C&A and Products debt securities
and the indentures are summaries of the anticipated provisions thereof, do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the applicable indenture and any
applicable U.S. federal income tax considerations as well as any applicable
modifications of or additions to the general terms described below in the
applicable prospectus supplement. The applicable prospectus supplement may also
state that any of the terms set forth herein are inapplicable to such series of
C&A and Products and securities.


TERMS

     The debt securities will be C&A's or Products' unsecured obligations.

     C&A's and Products' senior debt securities will rank equal in right of
payment with all of C&A's or Products' other unsecured and unsubordinated
indebtedness, as applicable.

     C&A's and Products' subordinated debt securities will be subordinated in
right of payment to the prior payment in full of all of C&A's or Products'
senior indebtedness, as applicable, which is defined in the section called "--
Ranking of Debt Securities" below.

     The specific terms of each series of C&A's and Products' debt securities
will be set forth in the applicable prospectus supplement relating thereto,
including the following, as applicable:

   (1)   the title of such debt securities and whether such debt securities
         are senior debt securities or subordinated debt securities and, if
         subordinated debt securities, the specific subordination provisions
         applicable thereto;

   (2)   the aggregate principal amount of such debt securities and any limit
         on such aggregate principal amount;

   (3)   the price (expressed as a percentage of the principal amount thereof)
         at which such debt securities will be issued and, if other than the
         principal amount thereof, the portion of the principal amount thereof
         payable upon declaration of acceleration of the maturity thereof;

   (4)   if convertible into shares of common stock or preferred stock, the
         terms on which such debt securities are convertible, including the
         initial conversion price, the conversion period, any events requiring
         an adjustment of the applicable conversion price and any requirements
         relating to the reservation of such common stock or preferred stock
         for purposes of conversion;

   (5)   the date(s), or the method for determining such date or dates, on
         which the principal of such debt securities will be payable and, if
         applicable, the terms on which such maturity may be extended;

   (6)   the rate(s) (which may be fixed or floating), or the method by which
         such rate or rates shall be determined, at which such debt securities
         will bear interest, if any;

   (7)   the date(s), or the method for determining such date or dates, from
         which any such interest will accrue, the dates on which any such
         interest will be payable, the record dates for such interest payment
         dates, or the method by which such dates shall be determined, the
         persons to whom such interest shall be payable, and the basis upon
         which interest shall be calculated if other than that of a 360-day
         year of twelve 30-day months;

   (8)   the place(s) where the principal of and interest, if any, on such
         debt securities will be payable, where such debt securities may be
         surrendered for registration of transfer or exchange and where notices
         or demands to or upon us in respect of such debt securities and the
         applicable indenture may be served;

   (9)   the period(s), if any, within which, the price or prices at which and
         the other terms and conditions upon which such debt securities may,
         pursuant to any optional or mandatory redemption provisions, be
         redeemed, as a whole or in part, at our option;


                                       14


   (10)  our obligation, if any, to redeem, repay or purchase such debt
         securities pursuant to any sinking fund (as defined in the applicable
         indenture) or analogous provision or at the option of a holder
         thereof, and the period or periods within which, the price or prices
         at which and the other terms and conditions upon which such debt
         securities will be redeemed, repaid or purchased, as a whole or in
         part, pursuant to such obligations;

   (11)  if other than U.S. dollars, the currency or currencies in which the
         principal of and interest, if any, on such debt securities are
         denominated and payable, which may be a foreign currency or units of
         two or more foreign currencies or a composite currency or currencies,
         and the terms and conditions relating thereto;

   (12)  whether the amount of payments of principal of or interest, if any,
         on such debt securities may be determined with reference to an index,
         formula or other method (which index, formula or method may, but need
         not be, based on the yield on or trading price of other securities,
         including United States Treasury securities, or on a currency,
         currencies, currency unit or units, or composite currency or
         currencies) and the manner in which such amounts shall be determined;

   (13)  whether the principal of or interest, if any, on the debt securities
         of the series are to be payable, at our election or a holder thereof,
         in a currency or currencies, currency unit or units or composite
         currency or currencies other than that in which such debt securities
         are denominated or stated to be payable and the period or periods
         within which, and the terms and conditions upon which, such election
         may be made;

   (14)  provisions, if any, granting special rights to the holders of debt
         securities of the series upon the occurrence of such events as may be
         specified;

   (15)  any deletions from, modifications of or additions to the events of
         default or our covenants with respect to debt securities of the
         series, whether or not such events of default or covenants are
         consistent with the events of default or covenants described herein;

   (16)  whether debt securities of the series are to be issuable initially in
         temporary global form and whether any debt securities of the series
         are to be issuable in permanent global form and, if so, whether
         beneficial owners of interests in any such security in permanent
         global form may exchange such interests for debt securities of such
         series and of like tenor of any authorized form and denomination and
         the circumstances under which any such exchanges may occur, if other
         than in the manner provided in the applicable indenture, and, if debt
         securities of the series are to be issuable as a global security, the
         identity of the depository for such series;

   (17)  the applicability, if any, of the defeasance and covenant defeasance
         provisions of the applicable indenture to the debt securities of the
         series;


   (18)  if exchangeable into another series of debt securities, the terms on
         which such debt securities are exchangeable;

   (19)  if other than denominations of $1,000 and any integral multiple
         thereof the denominations in which such Securities shall be issuable;
         and


   (20)  any other terms of the series of debt securities and any additions,
         deletions or modifications to the applicable indenture.

     If the applicable prospectus supplement provides, C&A and Products debt
securities may be issued at a discount below their principal amount and provide
for less than the entire principal amount thereof to be payable upon
declaration of acceleration of the maturity thereof. In such cases, all
material U.S. federal income tax considerations will be described in the
applicable prospectus supplement.


                                       15


     The applicable prospectus supplement will contain information with respect
to any deletions from, modifications of or additions to the events of default
or covenants described below.


PARENT GUARANTEE


     All debt securities issued by Products will be fully and unconditionally
guaranteed by the Company. Additional terms relating to such guarantee will be
set forth in the applicable prospectus supplement relating to Products debt
securities.



DENOMINATION, INTEREST, REGISTRATION AND TRANSFER

     The C&A and Products debt securities of each series only in registered
form, without coupons, in denominations of $1,000, or in such other currencies
or denominations as may be set forth in the applicable indenture or specified
in, or pursuant to, an authorizing resolution and/or supplemental indenture, if
any, relating to such series of debt securities.

     The principal of and interest, if any, on any series of C&A and Products
debt securities will be payable at the corporate trust office of the trustee,
the address of which will be stated in the applicable prospectus supplement.
However, the issuer's option, interest payments may be made by check mailed to
the address of the person entitled thereto as it appears in the applicable
register for such debt securities.

     Subject to certain limitations imposed upon debt securities issued in
book-entry form, C&A and Products debt securities of any series:

    o will be exchangeable for any authorized denomination of other debt
      securities of the same series and of a like aggregate principal amount
      and tenor upon surrender of such debt securities at the trustee's
      corporate trust office or at the office of any registrar designated by us
      for such purpose; and

    o may be surrendered for registration of transfer or exchange thereof at
      the corporate trust office of the trustee or at the office of any
      registrar designated by us for such purpose.

     No service charge will be made for any registration of transfer or
exchange, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with certain transfers and
exchanges. We may act as registrar and may change any registrar without notice.



COVENANTS

     The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities.


                                       16


RANKING OF DEBT SECURITIES

     Senior debt securities

     The senior debt securities will be unsecured unsubordinated obligations of
C&A or Products, as the case may be and will:

    o rank equally in right of payment with all other unsecured and
      unsubordinated indebtedness of the issuer;

    o be effectively subordinated in right of payment to all secured
      indebtedness of the issuer to the extent of the value of the assets
      securing such indebtedness; and


    o be effectively subordinated to all of the issuer's subsidiaries'
      indebtedness.

     Except as otherwise set forth in the applicable senior indenture or
specified in an authorizing resolution and/or supplemental indenture, if any,
relating to a series of senior debt securities to be issued, there will be no
limitations in any senior indenture on the amount of additional indebtedness
which may rank equal with the senior debt securities or on the amount of
indebtedness, secured or otherwise, which may be incurred by any of our
subsidiaries.


     Subordinated debt securities

     The subordinated debt securities will be the unsecured subordinated
obligations of C&A or Products, as the case may be. Unless otherwise provided
in the applicable prospectus supplement, the payment of principal of, interest
on and all other amounts owing in respect of the subordinated debt securities
will be subordinated in right of payment to the prior payment in full in cash
of principal of, interest on and all other amounts owing in respect of all of
the issuer's senior indebtedness. Upon any payment or distribution of assets of
any kind or character, whether in cash, property or securities, to creditors of
the issuer upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of the
issuer's assets or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the issuer or the issuer's property,
whether voluntary or involuntary, all principal of, interest on and all other
amounts due or to become due shall be paid, first, to all senior indebtedness
of the issuer in full in cash, or such payment duly provided for to the
satisfaction of the holders of senior indebtedness, before any payment or
distribution of any kind or character is made on account of any principal of,
interest on or other amounts owing in respect of the subordinated debt
securities, or for the acquisition of any of the subordinated debt securities
for cash, property or otherwise.

     If any default occurs and is continuing in the payment when due, whether
at maturity, upon any redemption, by declaration or otherwise, of any principal
of, interest on, unpaid drawings for letters of credit issued in respect of, or
regularly accruing fees with respect to, any senior indebtedness, no payment of
any kind or character shall be made by or on behalf of the issuer or any other
person on the issuer's or its behalf with respect to any principal of, interest
on or other amounts owing in respect of the subordinated debt securities or to
acquire any of the subordinated debt securities for cash, property or
otherwise.

     If any other event of default occurs and is continuing with respect to any
senior indebtedness, as such event of default is defined in the instrument
creating or evidencing such senior indebtedness, permitting the holders of such
senior indebtedness then outstanding to accelerate the maturity thereof and if
the representative (as defined in the applicable indenture) for the respective
issue of senior indebtedness gives written notice of the event of default to
the trustee (a "default notice"), then, unless and until all events of default
have been cured or waived or have ceased to exist or the trustee receives
notice from the representative for the respective issue of senior indebtedness
terminating the blockage period (as defined below), during the 179 days after
the delivery of such default notice (the "blockage period"), neither the issuer
nor any other person on its behalf shall:

   (1)   make any payment of any kind or character with respect to any
         principal of, interest on or other amounts owing in respect of the
         subordinated debt securities; or

   (2)   acquire any of the subordinated debt securities for cash, property or
         otherwise.


                                       17


     Notwithstanding anything herein to the contrary, in no event will a
blockage period extend beyond 179 days from the date the payment on the
subordinated debt securities was due and only one such blockage period may be
commenced within any 360 consecutive days. No event of default which existed or
was continuing on the date of the commencement of any blockage period with
respect to the senior indebtedness shall be, or be made, the basis for
commencement of a second blockage period by the representative of such senior
indebtedness whether or not within a period of 360 consecutive days unless such
event of default shall have been cured or waived for a period of not less than
90 consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
commencement of such blockage period that, in either case, would give rise to
an event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default
for this purpose).

     The subordinated indentures will not restrict the amount of senior
indebtedness or other indebtedness of an issuer or its subsidiaries. As a
result of the foregoing provisions, in the event of the issuer's insolvency,
holders of the subordinated debt securities may recover ratably less than the
issuer's general creditors.

     "senior indebtedness" of an issuer, unless otherwise specified in one or
more applicable supplemental indentures or approved pursuant to a board
resolution in accordance with the applicable indenture, means, with respect to
C&A or Products, as applicable:

   (1)   the principal (including redemption payments), premium, if any,
         interest and other payment obligations in respect of (A) the issuer's
         indebtedness for money borrowed and (B) the issuer's indebtedness
         evidenced by securities, debentures, bonds, notes or other similar
         instruments issued by the issuer, including any such securities issued
         under any deed, indenture or other instrument to which the issuer is a
         party (including, for the avoidance of doubt, indentures pursuant to
         which senior debt securities have been or may be issued);

   (2)   all of the issuer's obligations issued or assumed as the deferred
         purchase price of property, all of our conditional sale obligations,
         all of the issuer's hedging agreements and agreements of a similar
         nature thereto and all agreements relating to any such agreements, and
         all of the issuer's obligations under any title retention agreement
         (but excluding trade accounts payable arising in the ordinary course
         of business);

   (3)   all of the issuer's obligations for reimbursement on any letter of
         credit, banker's acceptance, security purchase facility or similar
         credit transaction;

   (4)   all obligations of the type referred to in clauses (1) through (3)
         above of other persons for the payment of which the issuer is
         responsible or liable as obligor, guarantor or otherwise;

   (5)   all obligations of the type referred to in clauses (1) through (4)
         above of other persons secured by any lien on any of the issuer's
         property or assets (whether or not such obligation is assumed by the
         issuer) and

   (6)   any deferrals, amendments, renewals, extensions, modifications and
         refundings of all obligations of the type referred to in clauses (1)
         through (5) above, in each case whether or not contingent and whether
         outstanding at the date of effectiveness of the applicable indenture
         or thereafter incurred,

except, in each case, for the subordinated debt securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument, which contains express terms, providing that it is
subordinate to or ranks equal with the subordinated debt securities.

     Such senior indebtedness shall continue to be senior indebtedness and be
entitled to the benefits of the subordination provisions of the applicable
indenture irrespective of any amendment, modification or waiver of any term of
such senior indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
senior indebtedness and the trustee or any of the holders.


                                       18


DISCHARGE


     Under the terms of each indenture, the issuer will be discharged from any
and all obligations in respect of the debt securities of any series that have
become due and payable or will become due and payable within one year of the
within mentioned deposit and the applicable indenture (except in each case for
certain obligations, including to register the transfer or exchange of debt
securities, replace stolen, lost or mutilated debt securities, maintain paying
agencies and hold moneys for payment in trust) if the issuer irrevocably
deposits with the applicable trustee, in trust, moneys or U.S. government
obligations in an amount sufficient to pay all the principal of, and interest
on, the debt securities of such series on the dates such payments are due in
accordance with the terms of such debt securities.


     In addition, unless the applicable prospectus supplement and supplemental
indenture provide otherwise, the issuer may elect either (1) to defease and be
discharged from any and all obligations with respect to such debt securities
("defeasance") or (2) to be released from our obligations with respect to such
debt securities under certain covenants in the applicable indenture, and any
omission to comply with such obligations will not constitute a default or an
event of default with respect to such debt securities ("covenant defeasance"):

   (a)        by delivering all outstanding debt securities of such series to
              the trustee for cancellation and paying all sums payable by it
              under such debt securities and the indenture with respect to such
              series; or

   (b)        after giving notice to the trustee of its intention to defease
              all of the debt securities of such series, by irrevocably
              depositing with the trustee or a paying agent

       (x)        in the case of any debt securities of any series denominated
                  in U.S. dollars, cash or U.S. government obligations
                  sufficient to pay all principal of and interest on such debt
                  securities; and

       (y)        in the case of any debt securities of any series denominated
                  in any currency other than U.S. dollars, an amount of the
                  applicable currency in which the debt securities are
                  denominated sufficient to pay all principal of and interest
                  on such debt securities.

Such a trust may only be established if, among other things:


   (1)   the applicable defeasance or covenant defeasance does not result in a
         breach or violation of, or constitute a default under or any material
         agreement or instrument to which the issuer or any subsidiary of the
         issuer is a party or by which it is bound;


   (2)   no event of default or event which with notice or lapse of time or
         both would become an event of default with respect to the debt
         securities to be defeased will have occurred and be continuing on the
         date of establishment of such a trust after giving effect to such
         establishment and, with respect to defeasance only, no bankruptcy
         proceeding with respect to the issuer will have occurred and be
         continuing at any time during the period ending on the 91st day after
         such date; and

   (3)   the issuer has delivered to the trustee an opinion of counsel (as
         specified in the applicable supplemental indenture) to the effect that
         the holders will not recognize income, gain or loss for U.S. federal
         income tax purposes as a result of such defeasance or covenant
         defeasance and will be subject to U.S. federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such defeasance or covenant defeasance had not occurred,
         and such opinion of counsel, in the case of defeasance, must refer to
         and be based upon a letter ruling of the Internal Revenue Service
         received by us, a Revenue Ruling published by the Internal Revenue
         Service or a change in applicable U.S. federal income tax law
         occurring after the date of the applicable supplemental indenture.

     In the event the issuer effects covenant defeasance with respect to any
debt securities and such debt securities are declared due and payable because
of the occurrence of any event of default, other than an event of default with
respect to any covenant as to which there has been covenant defeasance, the


                                       19


government obligations on deposit with the trustee will be sufficient to pay
amounts due on such debt securities at the time of the stated maturity but may
not be sufficient to pay amounts due on such debt securities at the time of the
acceleration resulting from such event of default.


MODIFICATION AND WAIVER


     The issuer, when authorized by a board resolution, and the trustee may
modify, amend and/or supplement the applicable indenture and the applicable
debt securities with the consent of the holders of not less than a majority in
principal amount of the outstanding debt securities of all series affected
thereby (voting as a single class); provided, however, that such modification,
amendment or supplement may not, without the consent of each holder of the debt
securities affected thereby:


     (1)  change the stated maturity of the principal of or any installment of
          interest with respect to the debt securities;

     (2)  reduce the principal amount of, or the rate of interest on, the debt
          securities;

     (3)  change the currency of payment of principal of or interest on the debt
          securities;

     (4)  change the redemption provisions, if any, of any debt securities in
          any manner adverse to the holders of such series of debt securities;

     (5)  impair the right to institute suit for the enforcement of any payment
          on or with respect to the debt securities;

     (6)  reduce the above-stated percentage of holders of the debt securities
          of any series necessary to modify or amend the indenture relating to
          such series;

     (7)  modify the foregoing requirements or reduce the percentage of
          outstanding debt securities necessary to waive any covenant or past
          default;

     (8)  in the case of any subordinated indenture, modify the subordination
          provisions thereof in a manner adverse to the holders of subordinated
          debt securities of any series then outstanding; or

     (9)  in the case of any convertible debt securities, adversely affect the
          right to convert the debt securities into common shares or preference
          shares in accordance with the provisions of the applicable indenture.

     Holders of not less than a majority in principal amount of the outstanding
debt securities of all series affected thereby (voting as a single class) may
waive certain past defaults and may waive compliance by the issuer with any
provision of the indenture relating to such debt securities (subject to the
immediately preceding sentence); provided, however, that:

     (1)  without the consent of each holder of debt securities affected
          thereby, no waiver may be made of a default in the payment of the
          principal of or interest on any debt security; and

     (2)  only the holders of a majority in principal amount of debt securities
          of a particular series may waive compliance with a provision of the
          indenture relating to such series or the debt securities of such
          series having applicability solely to such series.

     The issuer, when authorized by a board resolution, and the trustee may
amend or supplement the indentures or waive any provision of such indentures
and the debt securities without the consent of any holders of debt securities
in some circumstance, including:

    o to cure any ambiguity, omission, defect or inconsistency;


    o to make any change that does not, in the good faith opinion of our board
      of directors, adversely affect the interests of holders of such debt
      securities in any material respect;


    o to provide for the assumption of our obligations under the applicable
      indenture by a successor upon any merger, consolidation or asset transfer
      permitted under the applicable indenture;


                                       20


    o to provide any security for or guarantees of such debt securities;

    o to add events of default with respect to such debt securities;

    o to add covenants that would benefit the holders of such debt securities
      or to surrender any rights or powers the issuer has under the applicable
      indenture;


    o to make any change necessary for the registration of the debt securities
      under the Securities Act or to comply with the Trust Indenture Act of
      1939, or any amendment thereto, or to comply with any requirement of the
      SEC in connection with the qualification of the applicable indenture
      under the Trust Indenture Act of 1939; provided, however, that such
      modification or amendment does not, in the good faith opinion of the
      issuer's board of directors and the trustee, adversely affect the
      interests of the holders of such debt securities in any material respect;



    o to provide for uncertificated debt securities in addition to or in place
      of certificated debt securities;

    o to add to or change any of the provisions of the applicable indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      the debt securities in bearer form, registrable or not registrable as to
      principal, and with or without interest coupons;

    o to change or eliminate any of the provisions of the applicable
      indenture, provided, however, that any such change or elimination shall
      become effective only when there is no debt security outstanding of any
      series created prior to the execution of such supplemental indenture
      which is entitled to the benefit of such provision;

    o to establish the form or terms of debt securities of any series as
      permitted by the applicable indenture; or

    o to evidence and provide for the acceptance of appointment by a successor
      trustee with respect to the debt securities of one or more series and to
      add to or change any of the provisions of the applicable indenture as
      shall be necessary to provide for or facilitate the administration of the
      trusts under the applicable indenture by more than one trustee, pursuant
      to the requirements of the applicable indenture.

EVENTS OF DEFAULT AND NOTICE THEREOF

     The following events are "events of default" with respect to any series of
debt securities issued thereunder:

   (1)   failure to pay interest on any debt securities of such series within
         60 days of when due or principal of any debt securities of such series
         when due (including any sinking fund installment);

   (2)   failure to perform any other agreement contained in the debt
         securities of such series or the indenture relating to such series
         (other than an agreement relating solely to another series of debt
         securities) for 60 days after notice; and

   (3)   certain events of bankruptcy, insolvency or reorganization with
         respect to us.

     Additional or different events of default, if any, applicable to the
series of debt securities in respect of which this prospectus is being
delivered will be specified in the applicable prospectus supplement.


     The trustee under such indenture shall, within 90 days after the
occurrence of any default (the term "default" to include the events specified
above without grace or notice) with respect to any series of debt securities
actually known to it, give to the holders of such debt securities notice of
such default; provided, however, that, except in the case of a default in the
payment of principal of or interest on any of the debt securities of such
series or in the payment of a sinking fund installment, the trustee for such
series shall be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the
holders of such debt securities; and provided, further, that in the case of any
default of the character specified in clause (2) above with respect to debt
securities of such series, no such notice to holders of such debt securities
will be given until at least 30 days after the occurrence thereof. We shall
certify to the trustee quarterly as to whether any default exists.



                                       21


     In the case of an event of default, other than an event of default
resulting from bankruptcy, insolvency or reorganization, with respect to any
series of debt securities shall occur and be continuing, the trustee for such
series or the holders of at least 25% in aggregate principal amount of the debt
securities of such series then outstanding, by notice in writing to the issuer
(and to the trustee for such series if given by the holders of the debt
securities of such series), will be entitled to declare all unpaid principal of
and accrued interest on such debt securities then outstanding to be due and
payable immediately.

     In the case of an event of default resulting from certain events of
bankruptcy, insolvency or reorganization, all unpaid principal of and accrued
interest on all debt securities of such series then outstanding shall be due
and payable immediately without any declaration or other act on the part of the
trustee for such series or the holders of any debt securities of such series.

     Such acceleration may be annulled and past defaults (except, unless
theretofore cured, a default in payment of principal of or interest on the debt
securities of such series) may be waived by the holders of a majority in
principal amount of the debt securities of such series then outstanding upon
the conditions provided in the applicable indenture.

     No holder of the debt securities of any series issued thereunder may
pursue any remedy under such indenture unless the trustee for such series shall
have failed to act after, among other things, notice of an event of default and
request by holders of at least 25% in principal amount of the debt securities
of such series of which the event of default has occurred and the offer to the
trustee for such series of indemnity satisfactory to it; provided, however,
that such provision does not affect the right to sue for enforcement of any
overdue payment on such debt securities.


CONVERSION AND EXCHANGE RIGHTS

     The terms and conditions, if any, upon which the debt securities of any
series will be convertible into C&A common stock or C&A preferred stock or upon
which the senior debt securities of any series will be exchangeable into
another series of debt securities will be set forth in the applicable
prospectus supplement. Such terms will include the conversion or exchange price
(or manner of calculation thereof), the conversion or exchange period,
provisions as to whether conversion or exchange will be at the option of the
holders of such series of debt securities or at our option or automatic, the
events requiring an adjustment of the conversion or exchange price and
provisions affecting conversion or exchange in the event of the redemption of
such series of debt securities.


THE TRUSTEE

     The trustee for each series of debt securities will be named in the
applicable prospectus supplement. Each indenture will contain certain
limitations on a right of the trustee, as our creditor, to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of any such claim as security or otherwise. The trustee will be permitted to
engage in other transactions; provided, however, that if it acquires any
conflicting interest, it must eliminate such conflict or resign.

     The holders of a majority in principal amount of all outstanding debt
securities of a series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
or power available to the trustee for such series or all such series so
affected.

     In case an event of default shall occur (and shall not be cured) under any
indenture relating to a series of debt securities and is actually known to a
responsible officer of the trustee for such series, such trustee shall exercise
such of the rights and powers vested in it by such indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. Subject to such
provisions, the trustee will not be under any obligation to exercise any of its
rights or powers under the applicable indenture at the request of any of the
holders of debt securities unless they shall have offered to the trustee
security and indemnity satisfactory to it.


                                       22


GOVERNING LAW

     The indentures and the debt securities will be governed by the laws of the
State of New York.


GLOBAL SECURITIES; BOOK-ENTRY SYSTEM

     The issuers may issue the debt securities of any series in whole or in
part in the form of one or more global securities to be deposited with, or on
behalf of, a depository (the "depository") identified in the applicable
prospectus supplement. Global securities, if any, issued in the United States
are expected to be deposited with The Depository Trust Company ("DTC"), as
depository. Global securities will be issued in fully registered form and may
be issued in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for the individual debt securities represented
thereby, a global security may not be transferred except as a whole by the
depository for such global security to a nominee of such depository or by a
nominee of such depository to such depository or another nominee of such
depository or by such depository or any nominee of such depository to a
successor depository or any nominee of such successor.

     The specific terms of the depository arrangement with respect to any
series of debt securities will be described in the applicable prospectus
supplement. We expect that unless otherwise indicated in the applicable
prospectus supplement, the following provisions will apply to depository
arrangements.

     Upon the issuance of a global security, the depository for such global
security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual debt securities
represented by such global security to the accounts of persons that have
accounts with such depository ("participants"). Such accounts will be
designated by the underwriters, dealers or agents with respect to such debt
securities or by us if such debt securities are offered directly by us.
Ownership of beneficial interests in such global security will be limited to
participants or persons that may hold interests through participants.

     We expect that, pursuant to procedures established by DTC, ownership of
beneficial interests in any global security with respect to which DTC is the
depository will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC or its nominee (with respect
to beneficial interests of participants) and records of participants (with
respect to beneficial interests of persons who hold through participants).
Neither the issuer nor the trustee will have any responsibility or liability
for any aspect of the records of DTC or for maintaining, supervising or
reviewing any records of DTC or any of its participants relating to beneficial
ownership interests in the debt securities. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and laws may impair the ability to own, pledge
or transfer beneficial interest in a global security.

     So long as the depository for a global security or its nominee is the
registered owner of such global security, such depository or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
applicable indenture. Except as described below or in the applicable prospectus
supplement, owners of beneficial interest in a global security will not be
entitled to have any of the individual debt securities represented by such
global security registered in their names, will not receive or be entitled to
receive physical delivery of any such debt securities in definitive form and
will not be considered the owners or holders thereof under the applicable
indenture. Beneficial owners of debt securities evidenced by a global security
will not be considered the owners or holders thereof under the applicable
indenture for any purpose, including with respect to the giving of any
direction, instructions or approvals to the trustee thereunder. Accordingly,
each person owning a beneficial interest in a global security with respect to
which DTC is the depository must rely on the procedures of DTC and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interests, to exercise any rights of a holder under the
applicable indenture. We understand that, under existing industry practice, if
it requests any action of holders or if an owner of a beneficial interest in a
global security desires to give or take any action which a holder is entitled
to give or take under the applicable indenture, DTC would authorize the
participants holding the relevant beneficial interest to give or take such
action, and such participants would authorize


                                       23


beneficial owners through such participants to give or take such actions or
would otherwise act upon the instructions of beneficial owners holding through
them.

     Payments of principal of, and any interest on, individual debt securities
represented by a global security registered in the name of a depository or its
nominee will be made to or at the direction of the depository or its nominee,
as the case may be, as the registered owner of the global security under the
applicable indenture. Under the terms of the applicable indenture, the issuer
and the trustee may treat the persons in whose name debt securities, including
a global security, are registered as the owners thereof for the purpose of
receiving such payments. Consequently, neither the issuer nor the trustee has
or will have any responsibility or liability for the payment of such amounts to
beneficial owners of debt securities (including principal and interest). We
believe, however, that it is currently the policy of DTC to immediately credit
the accounts of relevant participants with such payments, in amounts
proportionate to their respective holdings of beneficial interests in the
relevant global security as shown on the records of DTC or its nominee. We also
expect that payments by participants to owners of beneficial interests in such
global security held through such participants will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in street name, and will
be the responsibility of such participants. Redemption notices with respect to
any debt securities represented by a global security will be sent to the
depository or its nominee. If less than all of the debt securities of any
series are to be redeemed, we expect the depository to determine the amount of
the interest of each participant in such debt securities to be redeemed to be
determined by lot. None of us, the trustee, any paying agent or the registrar
for such debt securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the global security for such debt securities or for
maintaining any records with respect thereto.

     Neither the issuer nor the trustee will be liable for any delay by the
holders of a global security or the depository in identifying the beneficial
owners of debt securities and we and the trustee may conclusively rely on, and
will be protected in relying on, instructions from the holder of a global
security or the depository for all purposes. The rules applicable to DTC and
its participants are on file with the SEC.

     If a depository for any debt securities is at any time unwilling, unable
or ineligible to continue as depository and a successor depository is not
appointed by us within 90 days, the issuer will issue individual debt
securities in exchange for the global security representing such debt
securities. In addition, the issuer may at any time and in our sole discretion,
subject to any limitations described in the prospectus supplement relating to
such debt securities, determine not to have any of such debt securities
represented by one or more global securities and in such event we will issue
individual debt securities in exchange for the global security or securities
representing such debt securities. Individual debt securities so issued will be
issued in denominations of $1,000 and integral multiples thereof.

     All moneys paid by the issuer to a paying agent or a trustee for the
payment of the principal of or interest on any debt security which remain
unclaimed at the end of two years after such payment has become due and payable
will be repaid to the issuer, and the holder of such debt security thereafter
may look only to the issuer for payment thereof.


                                       24



                          REGISTRATION RIGHTS HOLDERS

     The following table sets forth, as of May 30, 2002, information on common
stock ownership by the Registration Rights Holders which in each case
represents all the common stock beneficially owned by each potential selling
stockholder, as determined by a review of 13Ds filed on behalf of each of the
Registration Rights Holders as of May 30, 2002 and/or other information
available to us. The registration of the Registration Rights Holders' common
stock does not necessarily mean that the Registration Rights Holders will elect
to offer or sell any of their shares or be permitted by the applicable
registration rights agreement or the plan of distribution to sell any of their
shares. To the extent any shares are to be offered or sold by a Registration
Rights Holder, their names and the number of shares to be offered or sold by
them will be set forth in a prospectus supplement.

     The common stock of the Registration Rights Holders is being registered in
contemplation of their "piggy-back" registration rights under certain
registration rights agreements between us and the Registration Rights Holders.
Common stock of the Registration Rights Holders will be able to be sold under
this prospectus and any prospectus supplement only if the Company undertakes an
underwritten offering of common stock.

     We have only allocated 9,174,311 shares of the C&A common stock registered
under the registration statement of which this prospectus is a part to sales by
the Registration Rights Holders. It is not practicable to presently allocate
shares for sale by individual holders because each holder can only sell shares
based upon the priorities set forth in the registration rights agreements and
those priorities will be defined by the extent to which holders desire to sell
their shares and have not previously sold shares under Rule 144 and become
ineligible for use of this prospectus by the terms of their agreements.
Accordingly, the table below sets forth the maximum number of shares of C&A
common stock that may be sold by any single Registration Rights Holder under
the best of assumptions. The accompanying prospectus supplement will specify
the number of shares of C&A common stock being sold in the offering to which it
relates by each Registration Rights Holder participating as a selling
stockholder, if any.








                                                      SHARES OF COMMON STOCK
                                                  SUBJECT TO REGISTRATION RIGHTS
                                                   BENEFICIALLY OWNED PRIOR TO      SHARES OF COMMON STOCK
      NAME OF REGISTRATION RIGHTS HOLDER                  THIS OFFERING               AVAILABLE FOR SALE
- ----------------------------------------------   -------------------------------   -----------------------
                                                                             
Charles E. Becker                                            7,539,262(1)                 7,539,262(1)
  c/o Becker Ventures, L.L.C.
  6600 East 15 Mile Road
  Sterling Heights, Michigan 48312

Blackstone Capital Partners L.P.                             4,187,348(2)                 4,187,348(2)
  345 Park Avenue
  New York, NY 10019

Canada Pension Plan Investment Board                         1,600,000                    1,600,000
  One Queen Street East
  Suite 2700
  Toronto, Ontario, Canada
  M5C 2WS

Comerica Capital Advisors Incorporated                         160,000                      160,000
  500 Woodward Avenue
  Detroit, MI 48226

Dresdner Kleinwort Capital Partners 2001 LP.                 2,000,000                    2,000,000
  75 Wall Street
  New York, NY 10005

Heartland Industrial Partners L.P.                          26,880,000(3)                 9,174,311(3)
  55 Railroad Avenue
  Greenwich, CT 06830



                                       25






                                            SHARES OF COMMON STOCK
                                        SUBJECT TO REGISTRATION RIGHTS
                                         BENEFICIALLY OWNED PRIOR TO      SHARES OF COMMON STOCK
 NAME OF REGISTRATION RIGHTS HOLDER             THIS OFFERING               AVAILABLE FOR SALE
- ------------------------------------   -------------------------------   -----------------------
                                                                   
Jens Hohnel                                         340,737(4)                    340,737(4)
  Krutzpart 16
  Krefeld 47804
  Germany

Joan Fabrics Corporation                          5,504,000(5)                  5,104,000(5)
  100 Vesper Executive Park
  Tyngsboro, MA 01879

Masco Capital Corporation                           400,000                       400,000
  1400 North Woodward Avenue
  Suite 130
  Bloomfield Hills, MI 48180

Michael E. McInerney                                680,000(6)                    680,000(6)
  5755 New King Court
  Troy, Michigan 48098

Mesirow Capital Partners VII, L.P.                  560,000(7)                    560,000(7)
Mesirow Capital Partners VIII, L.P.
  350 N Clark 4th Floor
  Chicago, IL 60610

ML IBK Positions, Inc.                              400,000                       400,000
  4 World Financial Center
  4th Floor
  New York, NY 10080

Textron Inc.                                      7,200,000(8)                  7,200,000(8)
  40 Westminster Street
  Providence, RI 02903

Wasserstein/C&A Holdings, LLC                     4,668,840(9)                  4,668,840(9)
  1301 Avenue of the Americas
  New York, NY 10019



- ----------
(1)   Such shares represent (a) 5,440,000 shares acquired by Mr. Becker as
      consideration for the Becker acquisition, (b) 339,262 shares acquired by
      Mr. Becker immediately following the closing of the Becker acquisition
      from one of the other former Becker shareholders, (c) 160,000 shares
      subject to presently exercisable warrants to purchase such common stock
      at $12.50 per share acquired by Mr. Becker as consideration for the
      Becker acquisition and (d) 1,600,000 shares acquired by Becker Ventures
      LLC ("Becker Ventures") as part of the financing for the TAC-Trim
      acquisition. Mr. Becker is the managing member of Becker Ventures and
      holds a controlling interest in Becker Ventures.

(2)   Of these shares (i) 3,296,448 shares are held directly by Blackstone
      Capital Partners L.P., a Delaware limited partnership ("Blackstone
      Partners"), the sole general partner of which is Blackstone Management
      Associates L.P. ("Blackstone Associates"), (ii) 170,089 shares are held
      directly by Blackstone Family Investment Partnership I L.P., a Delaware
      limited partnership ("BFIP"), the sole general partner of which is
      Blackstone Management Associates I L.L.C. ("BMA"), (iii) 14,943 shares
      are held directly by Blackstone Advisory Directors Partnership L.P., a
      Delaware limited partnership ("BADP"), the sole general partner of which
      is Blackstone Associates, and (iv) 705,868 shares are held directly by
      Blackstone Capital Company II L.L.C., a Delaware limited liability
      company, all the ownership interest of which is owned directly and
      indirectly by Blackstone Partners, BFIP and BADP.

(3)   The 26,880,000 shares beneficially owned are indirectly owned by
      Heartland Industrial Associates L.L.C. as the general partner of each of
      the following limited partnerships, which hold the shares


                                       26


   directly: (a) 304,125 shares are held directly by Heartland Industrial
   Partners (FF), L.P., a Delaware limited partnership, (b) 391,400 shares are
   held directly by Heartland Industrial Partners (E1), L.P., a Delaware
   limited partnership, (c) 229,951 shares are held directly by Heartland
   Industrial Partners (K1), L.P., a Delaware limited partnership, (d) 114,976
   shares are held directly by Heartland Industrial Partners (C1), L.P., a
   Delaware limited partnership, and (e) 25,839,549 shares are held directly
   by Heartland Industrial Partners, L.P., a Delaware limited partnership.


(4)   Such shares were acquired by Mr. Hohnel as consideration for the Becker
      acquisition.

(5)   Of the shares, (a) 5,104,000 shares were acquired by Joan Fabrics Corp.
      ("Joan") as a part of the consideration for the sale of Joan Automotive
      to us and (b) 400,000 shares were acquired by Elkin McCallum as
      consideration in the Southwest Laminates acquisition which was
      consummated on April 12, 2002. An additional 39,600 shares in aggregate
      are owned by Mr. McCallum and the McCallum Family Foundation and are not
      subject to registration rights. The sole stockholder of Joan Fabrics
      Corporation is JFC Holding Trust, in which Mr. McCallum is the Trustee
      and has a 75% beneficial interest and his spouse, Donna McCallum, owns
      the balance. Mr. McCallum became a director of Collins & Aikman upon the
      consummation of the Joan Fabrics acquisition.

(6)   Such shares were acquired by Mr. McInerney as consideration for the
      Becker acquisition.

(7)   Of the 560,000 shares, 160,000 shares are held by Mesirow Capital
      Partners VII and 400,000 shares are held by Mesirow Capital Partners
      VIII.

(8)   Such shares are beneficially owned by Textron Inc. ("Textron"). Under the
      purchase agreement for the acquisition of the trim division of Textron
      Automotive Company, Inc. ("TAC-Trim"), Textron has the right to designate
      a director to serve on the Collins & Aikman Corporation Board of
      Directors. As of this date, it has not yet identified the individual that
      it will designate. Accordingly, the table does not include the Textron
      designee, who is expected to disclaim beneficial ownership of all
      securities beneficially owned by Textron.

(9)   Of these shares (i) 4,636,684 are held directly by Wasserstein/C&A
      Holdings, L.L.C. (the "Wasserstein L.L.C."), which is controlled by
      Wasserstein Perella Partners, L.P. ("WP Partners"), the sole general
      partner of which is Wasserstein Perella Management Partners, Inc.
      ("Wasserstein Management"), which is controlled by Cypress Capital
      Advisors, LLC ("CCA"), (ii) 7,200 are held directly by WPPN, Inc., an
      indirect subsidiary of WP Group, (iii) 18,000 shares are held directly
      33% by each of three trusts for which Bruce Wasserstein, the Chairman and
      Chief Executive Officer of WP Management (who is also a director and
      stockholders of WP Group), is the Co-Trustee, (iv) 4,201 are owned
      directly by Bruce Wasserstein and (v) 2,755 are held by Bruce
      Wasserstein's descendants trusts.


     Certain of the Registration Rights Holders may be affiliated with
broker-dealers, such as Comerica Capital Advisors (Comerica Securities),
Dresdner Kleinwort Capital Partners (Dresdner Kleinwort Wasserstein), ML IBK
Positions (Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Wasserstein/
  C&A Holdings, LLC (Dresdner Kleinwort Wasserstein). Such Registration Rights
Holders, in each case, acquired their shares in the ordinary course of business
and, at the time of acquisition, did not have any agreement or understanding,
directly or indirectly, with any person to distribute such shares. The
applicable prospectus supplement will describe any broker-dealer affiliations
of each selling stockholder thereunder and, if applicable, the offering to
which such prospectus supplement relates will be conducted in accordance with
any applicable rules of the National Association of Securities Dealers, Inc.


     The only material relationships (other than as investors or sellers of
businesses for which they recieved their shares) that the Registration Rights
Holders have had with C&A in the past three years are set forth below, to the
best of C&A's knowledge. Elkin McCallum, the beneficial owner of the shares
owned by Joan Fabrics Corporation, and Charles Becker serve on our Board of
Directors. Representatives of Blackstone and Wasserstein have served on our
Board of Directors in the past and they have been a party to various
arrangements prior to Heartland's investment in us, which are disclosed in our
2000 Form 10-K. We are a party to various transactions with Heartland
Industrial Partners, which are described in our 2001 Form 10-K under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Becker Ventures, which is controlled by Charles Becker, is also a
party to a sale-leaseback transaction with us that is also described in our
2001 Form 10-K under "Management's Discussion and



                                       27



Analysis of Financial Condition and Results of Operations." ML IBK Partners is
affiliated with Merrill Lynch, Pierce, Fenner & Smith Incorporated, which has
acted as an initial purchaser in connection with our December 2000 senior notes
offering and as a financial advisor to us from time to time. We are a party to
a number of ongoing agreements with Messrs. McCallum and Becker and their
respective affiliates and Textron arising out of the acquisitions that we have
entered into, which are also described in our 2001 Form 10-K under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."



                             PLAN OF DISTRIBUTION

     We will only sell the securities through underwriters. Registration Rights
Holders that sell any shares of Company Common Stock will sell only through
underwriters. The terms of the offering of the securities with respect to which
this prospectus is being delivered will be set forth in the applicable
prospectus supplement and will include:

    o the name or names of the underwriters;

    o the purchase price of such securities and the proceeds to us from such
      sale;

    o any underwriting discounts and other items constituting underwriters'
      compensation;

    o the public offering price; and

    o any discounts or concessions which may be allowed or reallowed or paid
      to dealers and any securities exchanges on which the securities may be
      listed.

     However, we will not offer any Company Common Stock in an "at the market"
offering.

     Securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The securities may be offered to the public
either through underwriting syndicates represented by managing underwriters or
directly by one or more underwriters acting alone. Unless otherwise set forth
in the applicable prospectus supplement, the obligations of the underwriters to
purchase the securities described in the applicable prospectus supplement will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such securities if any are so purchased by them. Any
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.

     If so indicated in the applicable prospectus supplement, we will authorize
underwriters to solicit offers by certain specified institutions to purchase
the securities to which this prospectus and the applicable prospectus
supplement relates from us at the public offering price set forth in the
applicable prospectus supplement, plus, if applicable, accrued interest,
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the applicable prospectus supplement, and the
applicable prospectus supplement will set forth the commission payable for
solicitation of such contracts.

     Underwriters will not be obligated to make a market in any securities. No
assurance can be given regarding the activity of trading in, or liquidity of,
any securities.

     Underwriters may be entitled, under agreements entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribution to payments
they may be required to make in respect thereof. Underwriters may be customers
of, engage in transactions with, or perform services for, us in the ordinary
course of business.

     Each series of securities will be a new issue and, other than the common
stock, which is listed on the New York Stock Exchange, will have no established
trading market. We may elect to list any series of securities on an exchange,
and in the case of the common stock, on any additional exchange, but, unless
otherwise specified in the applicable prospectus supplement, we shall not be
obligated to do so. No assurance can be given as to the liquidity of the
trading market for any of the securities.


                                       28


     The place, time of delivery and other terms of the offered securities will
be described in the prospectus supplement.


                                 LEGAL MATTERS

     The legality of the C&A common stock and C&A preferred stock, and the
enforceability of the C&A debt securities, the Products debt securities and all
guarantees thereof, will be passed upon for us by Cahill Gordon & Reindel, New
York, New York.


                                    EXPERTS

     The consolidated financial statements of Collins & Aikman for the year
ended December 31, 2001, incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.



     The consolidated financial statements of Collins & Aikman for the years
ended December 31, 2000 and December 25, 1999, included in the Annual Report on
Form 10-K for the year ended December 31, 2001 and incorporated by reference
into this prospectus, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said
firm as experts in giving said report. Arthur Andersen LLP has not consented to
the incorporation by reference of their report in this prospectus, and we have
dispensed with the requirement to file their consent in reliance upon Rule 437a
of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to
the incorporation by reference of their report in this prospectus, you will not
be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act of 1933 for any untrue statements of a material fact contained
in the financial statements audited by Arthur Andersen LLP or any omissions to
state a material fact required to be stated therein.


     The combined financial statements of TAC-Trim included in the Current
Report on Form 8-K filed on January 4, 2002 (as amended on January 14, 2002)
and incorporated by reference into this prospectus have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in auditing and accounting, to the extent and
for the periods indicated in their report with respect to such financial
statements.

     The combined financial statements of Becker, included in the Current
Report on Form 8-K filed on April 17, 2001 and incorporated by reference into
this prospectus have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
auditing and accounting, to the extent and for the periods indicated in their
report with respect to such financial statements.

     The combined financial statements of Joan, included in the Current Report
on Form 8-K filed on October 10, 2001 incorporated by reference into this
prospectus have been audited by KPMG LLP, independent auditors, given on the
authority of said firm as experts in auditing and accounting, to the extent and
for the periods indicated in their report with respect to such financial
statements.


                                       29


                PART II INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, incurred in connection with the
distribution of the securities being registered (all amounts are estimated
except the SEC registration fee).



                                                  
       SEC registration fee ......................    $   92,000
       Printing and engraving expenses ...........        75,000
       Legal fees and expenses ...................       500,000
       Accounting fees and expenses ..............       150,000
       Trustees and transfer agents fees .........        75,000
       Miscellaneous .............................       108,000
                                                      ----------
        Total ....................................    $1,000,000
                                                      ==========



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
registrant under certain circumstances for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.

     The Company's restated certificate of incorporation (the "Certificate")
provides that to the fullest extent permitted by Delaware law or another
applicable law, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware law, liability of a director may not be
limited (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of the provision of the Certificate is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a
breach of a director's duty of care. In addition, the Company's Restated Bylaws
(the "Bylaws") provide that the Company shall indemnify its directors, officers
and employees to the fullest extent permitted by applicable law.

     The Bylaws provide that the Company may indemnify any person who is or was
involved in any manner or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
any action, suit or proceeding by or in the right of the registrant to procure
a judgment in its town), by reason of the fact that he is or was or had agreed
to become a director, officer or employee of the registrant or is or was or had
agreed to become at the request of the board or an officer of the registrant a
director, officer or employee of another corporation, partnership, joint
venture, trust or other entity against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding.


ITEM 16. EXHIBITS.

     See Exhibit Index immediately preceding the Exhibits.

                                      II-1


ITEM 17. UNDERTAKINGS.

THE UNDERSIGNED REGISTRANTS HEREBY UNDERTAKE:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of the prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               registration statement; and

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (4)  That, for purposes of determining any liability under the Securities
          Act of 1933, each filing of the Registrant's annual report pursuant to
          section 13(a) or section 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in the registration statement shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     (5)  For purposes of determining any liability under the Securities Act of
          1933, the information omitted from the form of prospectus filed as
          part of a registration statement in reliance upon Rule 430A and
          contained in a form of prospectus filed by the registrant pursuant to
          Rule 424(b)(1) or (4) or 497 (h) under the Securities Act shall be
          deemed to be part of this registration statement as of the time it was
          declared effective.

     (6)  For the purposes of determining any liability under the Securities Act
          of 1933, each post-effective amendment that contains a form of
          prospectus shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (7)  To file an application for the purpose of determining the eligibility
          of the trustee to act under subsection (a) of section 310 of the Trust
          Indenture Act in accordance with the rules and regulations prescribed
          by the Commission under section 305(b)(2) of the Trust Indenture Act.


                                      II-2


     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.




















                                      II-3


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June, 2002.


                                        COLLINS & AIKMAN CORPORATION



                                        By:         *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.







SIGNATURE                   TITLE                                         DATE
- --------------------------  -------------------------------------------   -------------
                                                                    
             *              Chairman of the Board and Chief Executive     June 5, 2002
- --------------------------  Officer (Principal Executive Officer)
       Thomas E. Evans

             *              Chief Financial Officer and Director          June 5, 2002
- --------------------------  (Principal Financial Officer)
      J. Michael Stepp

             *              Vice President, Finance and Controller        June 5, 2002
- --------------------------  (Principal Accounting Officer)
     James L. Murawski

             *              Vice Chairman of the Board                    June 5, 2002
- --------------------------
      Charles E. Becker

             *              Director                                      June 5, 2002
- --------------------------
       Robert C. Clark

             *              Director                                      June 5, 2002
- --------------------------
     Marshall A. Cohen

             *              Director                                      June 5, 2002
- --------------------------
         Cynthia Hess

                            Director
- --------------------------
    Timothy D. Leuliette

             *              Director                                      June 5, 2002
- --------------------------
       Elkin McCallum

             *              Director                                      June 5, 2002
- --------------------------
    W. Gerald McConnell

             *              Director                                      June 5, 2002
- --------------------------
      Warren B. Rudman

             *              Director                                      June 5, 2002
- --------------------------
   David A. Stockman



                                      II-4






SIGNATURE                   TITLE        DATE
- --------------------------  ----------   -------------
                                   
             *              Director     June 5, 2002
- --------------------------
     Daniel P. Tredwell

             *              Director     June 5, 2002
- --------------------------
        Samuel Valenti


*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                      II-5


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June, 2002.


                                        COLLINS & AIKMAN PRODUCTS CO.



                                        By: /s/        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.







SIGNATURE                   TITLE                                         DATE
- -------------------------   -------------------------------------------   -------------
                                                                    
             *              Chairman of the Board and Chief Executive     June 5, 2002
- -----------------------     Officer (Principal Executive Officer)
       Thomas E. Evans

             *              Chief Financial Officer and Director          June 5, 2002
- -----------------------     (Principal Financial Officer)
      J. Michael Stepp

             *              Vice President, Finance and Controller        June 5, 2002
- -----------------------     (Principal Accounting Officer)
     James L. Murawski

             *              Director                                      June 5, 2002
- -----------------------
        Samuel Valenti


*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                      II-6


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                     AKRO MATS, LLC
                                     COLLINS & AIKMAN AUTOMOTIVE MATS, LLC



                                     By:        *
                                          -------------------------------------
                                          Name: Thomas E. Evans
                                          Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                              DATE
- -------------------------   -------------------------------------------   -------------
                                                                    
             *                                                            June 5, 2002
                            Chief Executive Officer
- -----------------------     (Principal Executive Officer)
       Thomas E. Evans

             *              Executive Vice President and Chief            June 5, 2002
- -----------------------     Financial Officer
      J. Michael Stepp
                            (Principal Financial Officer and Principal
                            Accounting Officer)

             *              Manager                                       June 5, 2002
- -----------------------
       Michael Geaghan

             *              Manager                                       June 5, 2002
- -----------------------
         Millard King

             *              Manager                                       June 5, 2002
- -----------------------
       Jeffrey Kies



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                      II-7


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        AMCO CONVERTIBLE FABRICS, INC.
                                        DURA CONVERTIBLE SYSTEMS, INC.



                                        By:        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




SIGNATURE                    TITLE                                  DATE
- --------------------------   ------------------------------------   -------------
                                                              
             *               Chief Executive Officer                June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Executive Vice President and Chief     June 5, 2002
- -----------------------      Financial Officer
      J. Michael Stepp
                             (Principal Financial Officer)

             *               Controller                             June 5, 2002
- -----------------------
       Jeffrey Johnson

             *
- -----------------------

             *               Director                               June 5, 2002
- -----------------------
       Thomas E. Evans

   /s/ Ronald T. Lindsay     Director                               June 5, 2002
- -----------------------
      Ronald T. Lindsay



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                      II-8


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        BECKER GROUP, LLC



                                        By:      *
                                            -----------------------------------
                                            Name: Lou Gasperut
                                            Title:  President


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




SIGNATURE                    TITLE                            DATE
- --------------------------   ------------------------------   -------------
                                                        
             *               President                        June 5, 2002
- -----------------------      (Principal Executive Officer)
         Lou Gasperut

             *               Controller                       June 5, 2002
- -----------------------      (Principal Financial Officer)
        James Babiasz

   /s/ Ronald T. Lindsay     Managing Director                June 5, 2002
- -----------------------
      Ronald T. Lindsay




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                      II-9


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.



                                        BRUT PLASTICS, INC.



                                        By:      *
                                            -----------------------------------
                                            Name: Lou Gasperut
                                            Title:  President


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                    TITLE                            DATE
- --------------------------   ------------------------------   -------------
                                                        
             *               President                        June 5, 2002
- -----------------------      (Principal Executive Officer)
         Lou Gasperut

             *               Controller                       June 5, 2002
- -----------------------      (Principal Financial Officer)
        James Babinsz

             *               Director                         June 5, 2002
- -----------------------
         Lou Gasperut

   /s/ Ronald T. Lindsay     Director                         June 5, 2002
- -----------------------
      Ronald T. Lindsay




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-10


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        COLLINS & AIKMAN ACCESSORY MATS, INC.
                                        By:        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                         DATE
- -------------------------   -------------------------------------------   -------------
                                                                    
             *              Chief Executive Officer                       June 5, 2002
- -----------------------     (Principal Executive Officer)
       Thomas E. Evans

             *              Executive Vice President and Chief            June 5, 2002
- -----------------------     Financial Officer
      J. Michael Stepp
                            (Principal Financial Officer and Principal
                            Accounting Officer)

             *              Director                                      June 5, 2002
- -----------------------
       Michael Geaghan




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-11


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                     COLLINS & AIKMAN ADVANCED PROCESSES, INC.
                     COLLINS & AIKMAN AUTOMOTIVE INTERNATIONAL, INC.
                     COLLINS & AIKMAN CANADA DOMESTIC HOLDING COMPANY
                     COLLINS & AIKMAN DEVELOPMENT COMPANY
                     COLLINS & AIKMAN EUROPE, INC.
                     COLLINS & AIKMAN INTERIORS, INC.



                     By:        *
                         ------------------------------------------------------
                         Name: Thomas E. Evans
                         Title:  Chief Executive Officer


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                    TITLE                            DATE
- --------------------------   ------------------------------   -------------
                                                        
             *               Chief Executive Officer          June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Chief Financial Officer          June 5, 2002
- -----------------------      (Principal Financial Officer)
      J. Michael Stepp

             *               Controller                       June 5, 2002
- -----------------------
     James L. Murawski

             *               Director                         June 5, 2002
- -----------------------
       Thomas E. Evans

   /s/ Ronald T. Lindsay     Director                         June 5, 2002
- -----------------------
      Ronald T. Lindsay




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-12


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                  COLLINS & AIKMAN ASSET SERVICES, INC.



                                  By: /s/ Ronald T. Lindsay
                                     ----------------------------------------
                                     Name: Ronald T. Lindsay
                                     Title: Senior Vice President, General
                                            Counsel and Secretary



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                    TITLE                                       DATE
- --------------------------   -----------------------------------------   -------------
                                                                   
             *               Senior, Vice President, General Counsel     June 5, 2002
- -----------------------      and Secretary
      Ronald T. Lindsay
                             (Principal Executive Officer)

             *               Controller                                  June 5, 2002
- -----------------------      (Principal Financial Officer)
     James L. Murawski

   /s/ Ronald T. Lindsay     Director                                    June 5, 2002
- -----------------------
      Ronald T. Lindsay



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-13


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                               COLLINS & AIKMAN CARPET & ACOUSTICS (MI), INC.
                               COLLINS & AIKMAN CARPET & ACOUSTICS (TN), INC.



                               By:        *
                                   --------------------------------------------
                                   Name: Thomas E. Evans
                                   Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.







SIGNATURE                    TITLE                                         DATE
- --------------------------   -------------------------------------------   -------------
                                                                     
             *               Chief Executive Officer                       June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Executive Vice President and Chief            June 5, 2002
- -----------------------      Financial Officer
      J. Michael Stepp
                             (Principal Financial Officer and Principal
                             Accounting Officer)

             *               Director                                      June 5, 2002
- -----------------------
       Thomas E. Evans

   /s/ Ronald T. Lindsay     Director                                      June 5, 2002
- -----------------------
      Ronald T. Lindsay




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-14


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.



                                        COLLINS & AIKMAN FABRICS, INC.



                                        By:      *
                                            -----------------------------------
                                            Name: Gerald Jones
                                            Title:  President


                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                            DATE
- -------------------------   ------------------------------   -------------
                                                       
             *              President                        June 5, 2002
- -----------------------     (Principal Executive Officer)
         Gerald Jones

             *              Vice President of Finance        June 5, 2002
- -----------------------     (Principal Financial Officer)
     James L. Murawski

             *              Controller                       June 5, 2002
- -----------------------
      Robert J. Cardin

             *              Director                         June 5, 2002
- -----------------------
         Gerald Jones

             *              Director                         June 5, 2002
- -----------------------
       Thomas E. Evans

             *              Director                         June 5, 2002
- -----------------------
     James L. Murawski




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-15


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        COLLINS & AIKMAN PLASTICS, INC.



                                        By:        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                    TITLE                                         DATE
- --------------------------   -------------------------------------------   -------------
                                                                     
             *               Chief Executive Officer                       June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Executive Vice President and Chief            June 5, 2002
- -----------------------      Financial Officer
      J. Michael Stepp
                             (Principal Financial Officer and Principal
                             Accounting Officer)

             *               Director                                      June 5, 2002
- -----------------------
       Thomas E. Evans

   /s/ Ronald T. Lindsay     Director                                      June 5, 2002
- -----------------------
      Ronald T. Lindsay




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-16


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.



                                        COMET ACOUSTICS, INC.



                                        By:      *
                                            -----------------------------------
                                            Name: Graham Tompson
                                            Title:  President


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                       DATE
- -------------------------   -----------------------------------------   -------------
                                                                  
             *              President                                   June 5, 2002
- -----------------------     (Principal Executive Officer)
       Graham Tompson

             *              Vice President of Finance and Corporate     June 5, 2002
- -----------------------     Controller
     James L. Murawski
                            (Principal Financial Officer)

             *              Director                                    June 5, 2002
- -----------------------
    Kenneth J. Arndorfer

             *              Director                                    June 5, 2002
- -----------------------
     James L. Murawski

             *              Director                                    June 5, 2002
- -----------------------
       Graham Tompson




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-17


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        JPS AUTOMOTIVE, INC.



                                        By:        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  Chief Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                    TITLE                            DATE
- --------------------------   ------------------------------   -------------
                                                        
             *               Chief Executive Officer          June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Executive Vice President and     June 5, 2002
- -----------------------      Chief Financial Officer
      J. Michael Stepp
                             (Principal Financial Officer)

             *               Controller                       June 5, 2002
- -----------------------
     James L. Murawski

   /s/ Ronald T. Lindsay     Director                         June 5, 2002
- -----------------------
      Ronald T. Lindsay



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-18


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.



                              COLLINS & AIKMAN INTERNATIONAL CORPORATION



                              By:      *
                                  ---------------------------------------------
                                  Name: Monte L. Miller
                                  Title:  President


                               POWER OF ATTORNEY


     Each

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                         DATE
- -------------------------   -------------------------------------------   -------------
                                                                    
             *              President                                     June 5, 2002
- -----------------------     (Principal Executive Officer)
       Monte L. Miller

             *              Vice President of Finance                     June 5, 2002
- -----------------------     (Principal Financial Officer and Principal
     James L. Murawski
                            Account Officer)

             *              Director                                      June 5, 2002
- -----------------------
       Monte L. Miller

             *              Director                                      June 5, 2002
- -----------------------
     James L. Murawski

             *              Director                                      June 5, 2002
- -----------------------
      Robert S. Fenton



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-19


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.



                                        COLLINS & AIKMAN PROPERTIES, INC.



                                        By:      *
                                            -----------------------------------
                                            Name: Monte L. Miller
                                            Title:  President


                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                         DATE
- -------------------------   -------------------------------------------   -------------
                                                                    
             *              President                                     June 5, 2002
- -----------------------     (Principal Executive Officer)
       Monte L. Miller

             *              Vice President of Finance                     June 5, 2002
- -----------------------     (Principal Financial Officer and Principal
     James L. Murawski
                            Accounting Officer)

             *              Director                                      June 5, 2002
- -----------------------
       Monte L. Miller

             *              Director                                      June 5, 2002
- -----------------------
     James L. Murawski

             *              Director                                      June 5, 2002
- -----------------------
      Robert S. Fenton

                            Director
- -----------------------
    Jonathan L. Peisner




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-20


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.


                                        GAMBLE DEVELOPMENT COMPANY
                                        WICKES ASSET MANAGEMENT, INC.
                                        WICKES MANUFACTURING COMPANY



                                        By:        *
                                            -----------------------------------
                                            Name: Thomas E. Evans
                                            Title:  President and Chief
                                            Executive Officer



                               POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





SIGNATURE                   TITLE                                     DATE
- -------------------------   ---------------------------------------   -------------
                                                                
             *              President and Chief Executive Officer     June 5, 2002
- -----------------------     (Principal Executive Officer)
       Thomas E. Evans

             *              Executive Vice President and              June 5, 2002
- -----------------------     Chief Financial Officer
      J. Michael Stepp
                            (Principal Financial Officer)

             *              Controller                                June 5, 2002
- -----------------------
     James L. Murawski

             *              Director                                  June 5, 2002
- -----------------------
       Eugene A. White




*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-21


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 5th day of June 2002.

                           M&C ADVANCED PROCESSES, INC.
                           TEXTRON AUTOMOTIVE EXTERIORS INC.
                           TEXTRON AUTOMOTIVE (ASIA) INC.
                           TEXTRON AUTOMOTIVE (ARGENTINA) INC.
                           TEXTRON AUTOMOTIVE INTERIORS INC.
                           TEXTRON AUTOMOTIVE OVERSEAS INVESTMENT INC.
                           TEXTRON AUTOMOTIVE INTERNATIONAL SERVICES INC.
                           TEXTRON PROPERTIES INC.



                           By:         *
                               ------------------------------------------------
                               Name: Thomas E. Evans
                               Title:  Chief Executive Officer


                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.







SIGNATURE                    TITLE                            DATE
- --------------------------   ------------------------------   -------------
                                                        
             *               Chief Executive Officer          June 5, 2002
- -----------------------      (Principal Executive Officer)
       Thomas E. Evans

             *               Executive Vice President and     June 5, 2002
- -----------------------      Chief Financial Officer
      J. Michael Stepp
                             (Principal Financial Officer)

             *               Controller                       June 5, 2002
- -----------------------
     James L. Murawski

             *               Director                         June 5, 2002
- -----------------------
       Thomas E. Evans

   /s/ Ronald T. Lindsay     Director                         June 5, 2002
- -----------------------
      Ronald T. Lindsay

             *               Director                         June 5, 2002
- -----------------------
      J. Michael Stepp



*By:  /s/ Ronald T. Lindsay
     ------------------------
       Ronald T. Lindsay
       Attorney-in-Fact



                                     II-22


                                    EXHIBITS


     Please note that in the following description of exhibits, the title of
any document entered into, or filing made, prior to July 7, 1994 reflects the
name of the entity, a party thereto or filing, as the case may be, at such
time. Accordingly, documents and filings described below may refer to Collins &
Aikman Holdings Corporation, Collins & Aikman Group, Inc. or Wickes Companies,
Inc., if such documents and filings were made prior to July 7, 1994.







EXHIBIT
NUMBER                                                DESCRIPTION
- -------------   --------------------------------------------------------------------------------------
             
1.1***          Form of Underwriting Agreement (Equity).

1.2**           Form of Underwriting Agreement (Debt securities).

2.1             Agreement and Plan of Merger dated May 14, 2001 by and among Collins & Aikman
                Corporation, Collins & Aikman Products Co., Becker Group, L.L.C., CE Becker Inc.,
                ME McInerney Inc., J Hoehnel Inc. and the individuals party thereto as sellers is
                hereby incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's
                Current Report on Form 8-K dated July 13, 2001.

2.2             Agreement and Plan of Merger dated as of August 17, 2001 by and among Collins &
                Aikman Corporation, Collins & Aikman Products Co., JAII Acquisition Co., Elkin
                McCallum, Joan Fabrics Corporation and Joan Automotive Industries, Inc is hereby
                incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's Current
                Report on Form 8-K dated September 21, 2001.

2.3             First Amendment to Agreement and Plan of Merger by and among Collins & Aikman
                Corporation, Collins & Aikman Products Co., JAII Acquisition Co., Elkin McCallum,
                Joan Fabrics Corporation and Joan Automotive Industries, Inc dated as of
                September 21, 2001 is hereby incorporated by reference to Exhibit 2.2 of Collins &
                Aikman Corporation's Current Report on Form 8-K dated September 21, 2001.

2.4             Purchase Agreement dated as of August 7, 2001, as amended and restated as of
                November 30, 2001, by and among Textron Inc., Collins & Aikman Corporation and
                Collins & Aikman Products Co., including Exhibit 1 (Certificate of Designation of the
                15% Series A Redeemable Preferred Stock, the 16% Series B Redeemable Preferred
                Stock and the 16% Series C Redeemable Preferred Stock) and Exhibit 7 (Asset
                Purchase Agreement dated as of August 7 by and between Textron Automotive
                Exteriors Inc. and JPS Automotive, Inc.), which is incorporated by reference to
                Collins and Aikman Corporation Current Report on Form 8-K dated December 20,
                2001 and filed on January 4, 2002. The Table of Contents of the Purchase Agreement
                listed as Exhibit 2.4 contains a list briefly identifying the contents of all omitted
                schedules and exhibits. Collins & Aikman Corporation will supplementally furnish a
                copy of any omitted schedule or Exhibit to the Commission upon request.

2.5             Asset Purchase Agreement dated as of August 7, 2001, as amended and restated as of
                November 30, 2001, by and between Textron Automotive Exteriors Inc. and JPS
                Automotive, Inc., which is incorporated herein by reference to Exhibit 2.2 of Collins
                & Aikman Corporation's Current Report on Form 8-K dated December 20, 2001 and
                filed on January 4, 2002.

2.6             Asset Purchase Agreement dated as of August 17, 2001 by and among Collins &
                Aikman Products Co., Western Avenue Dyers, L.P., Elkin McCallum, Kerry
                McCallum, Penny Richards and Tyng Textiles LLC, which is incorporated by
                reference to Exhibit 2.3 to Collins & Aikman Corporation's Current Report on Form
                8-K filed on October 4, 2001.








EXHIBIT
NUMBER                                          DESCRIPTION
- --------   -------------------------------------------------------------------------------------
        
2.7        First Amendment to Asset Purchase Agreement dated as of September 21, 2001,
           which is incorporated by reference to Exhibit 2.4 to Collins & Aikman Corporation's
           Current Report on Form 8-K filed on October 4, 2001.

3.1        Restated Certificate of Incorporation of Collins & Aikman Corporation is hereby
           incorporated by reference to Exhibit 3.1 of Collins & Aikman Corporation's Report
           on Form 10-Q for the fiscal quarter ended June 26, 1999.

3.2        Certificate of Amendment to the Restated Certificate of Incorporation of Collins &
           Aikman Corporation, which is incorporated by reference to Exhibit 3.2 of Collins &
           Aikman Corporation's Annual Report on Form 10-K for the fiscal year ended
           December 31, 2000.

3.3        By-laws of Collins & Aikman Corporation, as amended, are hereby incorporated by
           reference to Exhibit 3.2 of Collins & Aikman Corporation's Report on Form 10-K for
           the fiscal year ended January 27, 1996.

3.4        Certificate of Elimination of Cumulative Exchangeable Redeemable Preferred Stock
           of Collins & Aikman Corporation is hereby incorporated by reference to Exhibit 3.3
           of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended
           October 28, 1995.

4.1        Specimen Stock Certificate for the Common Stock is hereby incorporated by
           reference to Exhibit 4.3 of Amendment No. 3 to Collins & Aikman Holdings
           Corporation's Registration Statement on Form S-2 (Registration No. 33-53179) filed
           June 21, 1994.

4.2        Indenture, dated as of June 1, 1996, between Collins & Aikman Products Co., Collins
           & Aikman Corporation and First Union National Bank of North Carolina, as Trustee,
           is hereby incorporated by reference to Exhibit 4.2 of Collins & Aikman Corporation's
           Report on Form 10-Q for the fiscal quarter ended April 27, 1996.

4.3        First Supplemental Indenture dated as of June 1, 1996, between Collins & Aikman
           Products Co., Collins & Aikman Corporation and First Union National Bank of
           North Carolina, as Trustee, is hereby incorporated by reference to Exhibit 4.3 of
           Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended
           April 27, 1996.

4.4        Waiver dated as of October 27, 1998 under the Credit Agreement dated as of May 28,
           1998, among Collins & Aikman Products Co., Collins & Aikman Canada, Inc. and
           Collins & Aikman Plastics, Ltd., as Canadian Borrowers, Collins & Aikman
           Corporation, as Guarantor, the Lender Parties thereto, Bank of America, N.T.S.A., as
           Documentation Agent, The Chase Manhattan Bank, as Administrative Agent, and
           The Chase Manhattan Bank of Canada, as Canadian Administrative Agent is hereby
           incorporated by reference to Exhibit 4.5 of Collins & Aikman Corporation's Report
           on Form 10-Q for the fiscal quarter ended September 26, 1998.

4.5        Waiver dated as of December 22, 1998 under the Credit Agreement dated as of
           May 28, 1998, among Collins & Aikman Products Co., Collins & Aikman Canada,
           Inc. and Collins & Aikman Corporation, as Guarantor, the Lender Parties thereto,
           Bank of America, N.T.S.A., as Documentation Agent, The Chase Manhattan Bank, as
           Administrative Agent, and The Chase Manhattan Bank of Canada, as Canadian
           Administrative Agent is hereby incorporated by reference to Exhibit 4.6 of Collins &
           Aikman Corporation's Report on Form 10-K for the year ended December 26, 1998.







EXHIBIT
NUMBER                                           DESCRIPTION
- --------   --------------------------------------------------------------------------------------
        
4.6        Amendment and Waiver dated as of March 8, 1999, among Collins & Aikman
           Products Co., Collins & Aikman Canada, Inc., Collins & Aikman Plastics Ltd., Collins
           & Aikman Corporation, as Guarantor, the Lender Parties thereto, Bank of America
           N.T.S.A., as Documentation Agent, The Chase Manhattan Bank, as Administrative
           Agent, and The Chase Manhattan Bank of Canada, as Canadian Administrative
           Agent is hereby incorporated by reference to Exhibit 4.7 of Collins & Aikman
           Corporation's Report on Form 10-K for the year ended December 26, 1998.

4.7        Tranche C Term Loan Supplement dated as of May 12, 1999 to the Credit Agreement
           dated as of May 28, 1998 among Collins & Aikman Products Co., Collins & Aikman
           Canada, Inc., Collins & Aikman Plastics, Ltd., Collins & Aikman Corporation, the
           Financial Institutions parties thereto, Bank of America N.T.S.A., as Documentation
           Agent, The Chase Manhattan Bank, as Administrative Agent, and The Chase
           Manhattan Bank of Canada, as Canadian Administrative Agent is hereby
           incorporated by reference to Exhibit 4.1 of Collins & Aikman Corporation's Report
           on Form 10-Q for the fiscal quarter ended June 26, 1999.

4.8        Indenture dated as of June 28, 1994, between JPS Automotive Products Corp., as
           Issuer, JPS Automotive L.P., as Guarantor and Shawmut Bank Connecticut, N.A., as
           Trustee, is hereby incorporated by reference to Exhibit 4.2 of JPS Automotive Corp.'s
           Registration Statement on Form S-1, Registration No. 33-75510.

4.9        First Supplemental Indenture, dated as of October 5, 1994, between JPS Automotive
           Products Corp. and JPS Automotive L.P., as Co-Obligors, and Shawmut Bank
           Connecticut, N.A., as Trustee is hereby incorporated by reference to Exhibit 4.48A of
           JPS Automotive L.P.'s and JPS Automotive Products Corp.'s Report on Form 10-Q
           for the fiscal quarter ended October 2, 1994.

4.10       Second Supplemental Indenture, dated as of February 8, 2001, by and among Collins
           & Aikman Products Co., as Issuer, Collins & Aikman Corporation, as Guarantor, and
           First Union National Bank, as Trustee, which is incorporated by reference to Exhibit
           4.11 of Collins & Aikman Corporation's Annual Report on Form 10-K for the fiscal
           year ended December 31, 2000.

4.11       Form of Warrant is hereby incorporated by reference to Exhibit 4.1 of Collins &
           Aikman Corporation's Current Report on Form 8-K dated July 13, 2001.

4.12       Certificate of Designation of Series A Redeemable Preferred Stock, Series B
           Redeemable Preferred Stock and Series C Redeemable Preferred Stock, which is
           incorporated herein by reference to Exhibit 4.1 of Collins & Aikman Corporation's
           Current Report of Form 8-K dated December 20, 2001 and filed on January 4, 2002.

4.13       Indenture dated as of December 20, 2001 by and among Collins & Aikman Products
           Co., as Issuer, the Guarantors parties thereto, and BNY Midwest Trust Company, as
           Trustee, which is incorporated herein by reference to Exhibit 4.2 of Collins & Aikman
           Corporation's Current Report on Form 8-K dated December 20, 2001 and filed on
           January 4, 2002.

4.14       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 JPMorgan Chase Bank, as Administrative Agent,
           which is incorporated herein by reference to Exhibit 4.3 of Collins & Aikman
           Corporation's Current Report on Form 8-K dated December 20, 2001 and filed on
           January 4, 2002.








EXHIBIT
NUMBER                                                  DESCRIPTION
- ---------------   ---------------------------------------------------------------------------------------
               
    4.15          Amended and Restated Receivables Purchase Agreement dated as of December 20,
                  2001 among Collins & Aikman Products Co. and its wholly-owned direct and indirect
                  subsidiaries named therein, as Sellers, and Carcorp, Inc., as Purchaser, and the other
                  Sellers from time to time named therein, which is incorporated herein by reference to
                  Exhibit 4.4 of Collins & Aikman Corporation's Current Report on Form 8-K dated
                  December 20, 2001 and filed on January 4, 2002.

    4.16          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 Corporation,
                  as Syndication Agent, JPMorgan Chase Bank, as Administrative Agent, and
                  J.P.Morgan Bank Canada, as Canadian Administrative Agent, which is incorporated
                  herein by reference to Exhibit 4.5 of Collins & Aikman Corporation's Current Report
                  on Form 8-K dated December 20, 2001 and filed on January 4, 2002.

    4.17          Guarantee and Collateral Agreement dated as of December 20, 2001 by and among
                  Collins & Aikman Corporation, Collins & Aikman Products Co. and certain of their
                  subsidiaries and JPMorgan Chase Bank, as Collateral Agent, which is incorporated
                  herein by reference to Exhibit 4.6 of Collins & Aikman Corporation's Current Report
                  on Form 8-K dated December 20, 2001 and filed on January 4, 2002.

    4.18          Third Supplemental Indenture, dated as of December 20, 2001, among Collins &
                  Aikman Products Co., Collins & Aikman Corporation, the Subsidiary Guarantors
                  listed on the signature page thereto, and First Union National Bank (as successor in
                  interest to First Union National Bank of North Carolina), which is incorporated
                  herein by reference to Exhibit 4.7 of Collins & Aikman Corporation's Current Report
                  on Form 8-K dated December 20, 2001 and filed on January 4, 2002.

    4.19*         Form of C&A Senior Indenture.

    4.20          Form of C&A Senior Debt Security (included as Exhibit A to Exhibit 4.19).

    4.21*         Form of C&A Senior Subordinated Indenture.

    4.22          Form of C&A Senior Subordinated Debt Security (included as Exhibit A to Exhibit
                  4.21).

    4.23*         Form of Products Senior Indenture.

    4.24          Form of Products Senior Debt Security (included as Exhibit A to Exhibit 4.23).

    4.25*         Form of Products Senior Subordinated Indenture.

    4.26          Form of Products Senior Subordinated Debt Security (included as Exhibit A to
                  Exhibit 4.25).
     5.1* **      Opinion of Cahill Gordon & Reindel.

    10.1          Registration Rights Agreement, dated February 23, 2001, by and among Collins &
                  Aikman Corporation, Blackstone Capital Company II, L.L.C., Heartland Industrial
                  Partners, L.P. and Wasserstein/C&A Holdings, L.L.C., which is incorporated by
                  reference to Annex D to Exhibit 10.1 to Collins & Aikman Corporation's Current
                  Report on Form 8-K dated January 12, 2001.









EXHIBIT
NUMBER                                                 DESCRIPTION
- ---------------   ------------------------------------------------------------------------------------
               
  10.2            Registration Rights Agreement, dated July 3, 2001, by and among Collins & Aikman
                  Corporation, Charles E. Becker, Michael E. McInerney and Jens H|f-hnel and,
                  together with the Joan Investors (as defined therein), which is incorporated by
                  reference to Collins & Aikman Corporation's Annual Report on Form 10-K for the
                  year ended December 31, 2001.

  10.3            Registration Rights Agreement dated as of December 20, 2001 by and among Becker
                  Ventures, LLC, Dresdner Kleinwort Capital Partners 2001 LP, Masco Capital
                  Corporation, ML IBK Positions, Inc. and Collins & Aikman Corporation, which is
                  incorporated by reference to Collins & Aikman Corporation's Annual Report on
                  Form 10-K for the year ended December 31, 2001.

  10.4            Registration Rights Agreement, dated December 20, 2001, by and between Collins &
                  Aikman Corporation, Textron Inc., and Textron Holdco Inc., which is incorporated by
                  reference to Collins & Aikman Corporation's Annual Report on Form 10-K for the
                  year ended December 31, 2001.

  12.1            Statement regarding Computation of Earnings to Fixed Charges and Preferred Stock
                  Dividends for Collins & Aikman Corporation.

  12.2            Statement regarding Computation of Earnings to Fixed Charges for Collins &
                  Aikman Corporation.

  12.3            Statement regarding Computation of Earnings to Fixed Charges for Collins &
                  Aikman Products Co.

  23.1            Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1).

  23.2*           Consent of PricewaterhouseCoopers LLP, independent accountants

  23.3****        Consent of Arthur Andersen LLP, independent accountants.

  23.4*           Consent of Ernst & Young LLP, independent accountants.

  23.5*           Consent of Ernst & Young LLP, independent accountants.

  23.6*           Consent of KPMG LLP, independent accountants.

    24***         Powers of Attorney.

    25**          Statement regarding eligibility of Trustee on Form T-1.

  99.1*           Preliminary Prospectus Supplement dated May 21, 2002.



- ----------
*     Filed Herewith

**    To be filed by amendment or incorporated by reference to the Company's
      Exchange Act reports.

***   Previously filed in connection with this Registration Statement.


****  Omitted pursuant to Rule 437a under the Securities Act.

EX-4.19

                                                                    EXHIBIT 4.19






================================================================================




                     COLLINS & AIKMAN CORPORATION, AS ISSUER


                             SENIOR DEBT SECURITIES



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

                                    INDENTURE

                               DATED AS OF 200[ ]

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



                      [                         ], AS TRUSTEE




================================================================================





                             CROSS-REFERENCE TABLE

                This Cross-Reference Table is not a part of the

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

TIA                                                         Indenture
Section                                                     Section
- -------                                                     -------
310  (a)(1)...........................................      7.10
     (a)(2)...........................................      7.10
     (a)(3)...........................................      N.A.
     (a)(4)...........................................      N.A.
     (b)..............................................      7.08; 7.10; 11.02
311  (a)..............................................      7.11
     (b)..............................................      7.11
     (c)..............................................      N.A.
312  (a)................................................      2.05
     (b)..............................................      11.03
     (c)..............................................      11.03
313  (a)................................................      7.06
     (b)(1)...........................................      N.A.
     (b)(2)...........................................      7.06
     (c)..............................................      11.02
     (d)..............................................      7.06
314  (a)..............................................      4.02; 11.02
     (b)..............................................      N.A.
     (c)(1)...........................................      11.04
     (c)(2)...........................................      11.04
     (c)(3)...........................................      N.A.
     (d)..............................................      N.A.
     (e)..............................................      11.05
315  (a)..............................................      7.01(b)
     (b)..............................................      7.05; 11.02
     (c)..............................................      7.01(a)
     (d)..............................................      7.01(c)
     (e)..............................................      6.11
316  (a)(last sentence)...............................      11.06
     (a)(1)(A)........................................      6.05
     (a)(1)(B)........................................      6.04
     (a)(2)...........................................      N.A.
     (b)..............................................      6.07
317  (a)(1)...........................................      6.08

                                       -i-






   (a)(2)...........................................      6.09
   (b)..............................................      2.04
318(a)................................................   11.01

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


N.A. means Not Applicable.






                                      -ii-





                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.

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



                                                                                                           Page
                                                                                                           ----
                                                                                                     
                                   ARTICLE ONE

                          Definitions and Incorporation by Reference

Section 1.01.         Definitions.............................................................................1
Section 1.02.         Other Definitions.......................................................................3
Section 1.03.         Incorporation by Reference of Trust Indenture Act.......................................4
Section 1.04.         Rules of Construction...................................................................4

                                   ARTICLE TWO

                                 The Securities

Section 2.01.         Form and Dating.........................................................................5
Section 2.02.         Execution and Authentication............................................................8
Section 2.03.         Registrar and Paying Agent..............................................................8
Section 2.04.         Paying Agent To Hold Money in Trust.....................................................8
Section 2.05.         Holder Lists............................................................................9
Section 2.06.         Transfer and Exchange...................................................................9
Section 2.07.         Replacement Securities..................................................................9
Section 2.08.         Outstanding Securities.................................................................10
Section 2.09.         Temporary Securities...................................................................10
Section 2.10.         Cancellation...........................................................................11
Section 2.11.         Defaulted Interest.....................................................................11
Section 2.12.         Treasury Securities....................................................................11
Section 2.13.         CUSIP Numbers..........................................................................11
Section 2.14.         Deposit of Moneys......................................................................12
Section 2.15.         Book-Entry Provisions for Global Security..............................................12
Section 2.16.         Denominations..........................................................................13

                                  ARTICLE THREE

                                   Redemption

Section 3.01.         Notices to Trustee.....................................................................13



                                     -iii-







                                                                                                           Page
                                                                                                           ----
                                                                                                     

Section 3.02.         Selection of Securities To Be Redeemed.................................................14
Section 3.03.         Notice of Redemption...................................................................14
Section 3.04.         Effect of Notice of Redemption.........................................................15
Section 3.05.         Deposit of Redemption Price............................................................15
Section 3.06.         Securities Redeemed in Part............................................................15

                                  ARTICLE FOUR

                                    Covenants

Section 4.01.         Payment of Securities..................................................................15
Section 4.02.         Maintenance of Office or Agency........................................................16
Section 4.03.         Compliance Certificate.................................................................16
Section 4.04.         Payment of Taxes; Maintenance of Corporate Existence; Maintenance of
                          Properties.........................................................................16

                                  ARTICLE FIVE

                              Successor Corporation

Section 5.01.         When Company May Merge, etc............................................................17

                                   ARTICLE SIX

                              Defaults and Remedies

Section 6.01.         Events of Default......................................................................18
Section 6.02.         Acceleration...........................................................................19
Section 6.03.         Other Remedies.........................................................................20
Section 6.04.         Waiver of Existing Defaults............................................................20
Section 6.05.         Control by Majority....................................................................20
Section 6.06.         Limitation on Suits....................................................................20
Section 6.07.         Rights of Holders To Receive Payment...................................................21
Section 6.08.         Collection Suit by Trustee.............................................................21
Section 6.09.         Trustee May File Proofs of Claim.......................................................21
Section 6.10.         Priorities.............................................................................22
Section 6.11.         Undertaking for Costs..................................................................22



                                      -iv-







                                                                                                           Page
                                                                                                           ----
                                                                                                      
                                  ARTICLE SEVEN

                                     Trustee

Section 7.01.         Duties of Trustee......................................................................22
Section 7.02.         Rights of Trustee......................................................................24
Section 7.03.         Individual Rights of Trustee...........................................................25
Section 7.04.         Trustee's Disclaimer...................................................................25
Section 7.05.         Notice of Defaults.....................................................................25
Section 7.06.         Reports by Trustee to Holders..........................................................25
Section 7.07.         Compensation and Indemnity.............................................................26
Section 7.08.         Replacement of Trustee.................................................................26
Section 7.09.         Successor Trustee by Merger, etc.......................................................27
Section 7.10.         Eligibility; Disqualification..........................................................27
Section 7.11.         Preferential Collection of Claims Against Company......................................28

                                  ARTICLE EIGHT

                             Discharge of Indenture

Section 8.01.         Defeasance upon Deposit of Moneys or U.S. Government Obligations.......................28
Section 8.02.         Survival of the Company's Obligations..................................................31
Section 8.03.         Application of Trust Money.............................................................31
Section 8.04.         Repayment to the Company...............................................................31
Section 8.05.         Reinstatement..........................................................................32

                                  ARTICLE NINE

                             [INTENTIONALLY OMITTED]
                             -----------------------


                                   ARTICLE TEN

                       Amendments, Supplements and Waivers

Section 10.01.        Without Consent of Holders.............................................................32
Section 10.02.        With Consent of Holders................................................................34
Section 10.03.        Compliance with Trust Indenture Act....................................................35
Section 10.04.        Revocation and Effect of Consents......................................................35
Section 10.05.        Notation on or Exchange of Securities..................................................36
Section 10.06.        Trustee To Sign Amendments, etc........................................................36



                                      -v-





                                                                                                           Page
                                                                                                           ----
                                                                                                     

                                 ARTICLE ELEVEN

                                  Miscellaneous

Section 11.01.        Trust Indenture Act Controls...........................................................36
Section 11.02.        Notices................................................................................36
Section 11.03.        Communications by Holders with Other Holders...........................................37
Section 11.04.        Certificate and Opinion as to Conditions Precedent.....................................37
Section 11.05.        Statements Required in Certificate or Opinion..........................................38
Section 11.06.        Rules by Trustee and Agents............................................................38
Section 11.07.        Legal Holidays.........................................................................38
Section 11.08.        Governing Law..........................................................................39
Section 11.09.        No Adverse Interpretation of Other Agreements..........................................39
Section 11.10.        No Recourse Against Others.............................................................39
Section 11.11.        Successors and Assigns.................................................................39
Section 11.12.        Duplicate Originals....................................................................39
Section 11.13.        Severability...........................................................................39

SIGNATURES..................................................................................................S-1


EXHIBIT A - Form of Security



                                      -vi-








                  INDENTURE dated as of , 200[ ], by and among COLLINS & AIKMAN
CORPORATION, a Delaware corporation (the "Company"), as issuer, and [ ] a (the
"Trustee"), as trustee.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.       Definitions.
                    -----------

                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.



                                      -2-


                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

                  "Holder" or "Holder" means the person in whose name a
Security is registered on the Registrar's books.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "Insolvency or Liquidation Proceeding" means, with respect to
any Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the security.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.


                                      -3-



                  "Securities" means any Securities that are issued under this
Indenture.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.

                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "United States" means the United States of America.

                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.



                                      -4-

Section 1.02.       Other Definitions.
                    -----------------

                                                                    Defined in
Term                                                                  Section
- ----                                                                  -------
"Agent Members"......................................                   2.15
"Business Day".......................................                  11.07
"Custodian"..........................................                   6.01
"Depository".........................................                   2.15
"Event of Default"...................................                   6.01
"Legal Holiday"......................................                  11.07
"Paying Agent".......................................                   2.03
"Registrar"..........................................                   2.03

Section 1.03.       Incorporation by Reference of Trust Indenture Act.
                    -------------------------------------------------

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Trustee.

                  "obligor" on the indenture securities means the Company or
any other obligor on the Securities of a Series.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.

Section 1.04.       Rules of Construction.
                    ---------------------

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;


                                      -5-


                  (4) words in the singular include the plural, and in the
         plural include the singular; and

                  (5) provisions apply to successive events and transactions.

                                   ARTICLE TWO

                                 THE SECURITIES

Section 2.01.       Form and Dating.
                    ---------------

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the
Securities of the Series, which may include the following:

                    (1)    the title of such Series;

                    (2) the aggregate principal amount of Securities and any
         limit on any such aggregate principal amount;

                    (3) the price (expressed as a percentage of the principal
         amount thereof) at which such Securities will be issued and, if other
         than the principal amount thereof, the portion of the principal amount
         thereof payable upon declaration of acceleration of the maturity
         thereof;

                    (4) if convertible into shares of Capital Stock, the terms
         on which such Securities are convertible, including the initial
         conversation price, the conversion period, any events requiring an
         adjustment of the applicable conversion price and any requirements
         relating to the reservation of such Capital Stock for purposes of
         conversion;

                    (5) the date(s), or the method for determining such date or
         dates, on which the principal of such Securities will be payable and,
         if applicable, the terms on which such maturity may be extended;

                    (6) the rate(s) (which may be fixed or floating), or the
         method by which such rate or rates shall be determined, at which such
         Securities will bear interest, if any;

                    (7) the date(s), or the method for determining such date or
         dates, from which any such interest will accrue, the dates on which any
         such interest will be payable, the record dates for such interest
         payment dates, or the method by which such dates




                                      -6-


         shall be determined, the Person to whom such interest shall be payable,
         and the basis upon which interest shall be calculated if other than
         that of a 360-day year of twelve 30-day months;

                    (8) the place(s) where the principal of and interest, if
         any, on such Securities will be payable, where such Securities may be
         surrendered for registration of transfer or exchange and where notices
         or demands to or upon the Company in respect of such Securities and
         this Indenture may be served;

                    (9) the period(s), if any, within which, the price or prices
         at which and the other terms and conditions upon which such Securities
         may, pursuant to any optional or mandatory redemption provisions, be
         redeemed, as a whole or in part, at the Company's option;

                   (10) the Company's obligation, if any, to redeem, repay or
         repurchase such Securities pursuant to any sinking fund or analogous
         provision or at the option of a Holder thereof, and the period or
         periods within which, the price or prices at which and the other terms
         and conditions upon which such Securities will be redeemed, repaid or
         purchased, as a whole or in part, pursuant to such obligations;

                   (11) if other than U.S. dollars, the currency or currencies
         in which the principal of and interest, if any, on such Securities are
         denominated and payable, which may be a foreign currency or units of
         two or more foreign currencies or a composite currency or currencies,
         and the terms and conditions relating thereto;

                   (12) whether the amount of payments of principal of or
         interest, if any, on such Securities may be determined with reference
         to an index, formula or other method (which index, formula or method
         may, but need not be, based on the yield on or trading price of other
         securities, including United States Treasury securities, or on a
         currency, currencies, currency unit or units, or composite currency or
         currencies) and the manner in which such amounts shall be determined;

                   (13) whether the principal of or interest, if any, on such
         Securities are to be payable, at the election of the Company or a
         Holder thereof, in a currency or currencies, currency unit or units or
         composite currency or currencies other than that in which such
         Securities are denominated or stated to be payable and the period or
         periods within which, and the terms and conditions upon which, such
         election may be made;

                   (14) provisions, if any, granting special rights to the
         Holders of such Securities upon the occurrence of such events as may be
         specified;


                                      -7-


                   (15) any deletions from, modifications of or additions to
         Articles Four, Five or Six hereof with respect to such Securities,
         whether or not such modifications or additions are consistent with
         Articles Four, Five or Six hereof;

                   (16) whether such Securities are to be issuable initially in
         temporary global form and whether any Securities of such Series are to
         be issuable in permanent global form and, if so, whether beneficial
         owners of interests in any such security in permanent global form may
         exchange such interests for such Securities and of like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur, if other than in the manner provided in the
         applicable indenture, and, if such Securities are to be issuable as a
         global Security, the identity of the depositary for such Securities;

                   (17) the applicability, if any, of Article EIGHT of this
         Indenture to the Securities of the Series;

                   (18) if exchangeable into another Series of Securities, the
         terms on which such Securities are exchangeable;

                   (19) whether such securities are to be issued at a
         discount below their principal amount and whether less than the entire
         principal amount of such Securities will be payable upon any
         acceleration of the maturity thereof;

                   (20) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which such Securities shall be
         issuable; and

                   (21) any other terms of the Series of Securities and any
         additions, deletions or modifications to this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                   The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

Section 2.02.       Execution and Authentication.
                    ----------------------------

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities.



                                      -8-


                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

Section 2.03.       Registrar and Paying Agent.
                    --------------------------

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

                   The Company initially appoints the Trustee as Registrar and
Paying Agent.

Section 2.04.       Paying Agent To Hold Money in Trust.
                    -----------------------------------

                  Each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.



                                      -9-



Section 2.05.       Holder Lists.
                    ------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least 5 Business Days before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

Section 2.06.       Transfer and Exchange.
                    ---------------------

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 10.05 not
involving any transfer.

                  Any Holder of a global Security shall, by acceptance of such
global Security, agree that transfers of beneficial interests in such global
Security may be effected only through a book entry system maintained by the
Holder of such global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

Section 2.07.       Replacement Securities.
                    ----------------------

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any



                                      -10-



Agent from any loss which any of them may suffer if a Security is replaced,
including the acquisition of such Security by a bona fide purchaser. The Company
or the Trustee may charge for its expenses in replacing a Security.

Section 2.08.       Outstanding Securities.
                    ----------------------

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does not cease to be outstanding because
the Company or one of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.09.       Temporary Securities.
                    --------------------

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company shall
execute and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.

Section 2.10.       Cancellation.
                    ------------

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption,



                                      -11-



paying or cancellation. Unless the Authorizing Resolution so provides, the
Company may not issue new Securities to replace Securities that it has
previously paid or delivered to the Trustee for cancellation.

Section 2.11.       Defaulted Interest.
                    ------------------

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

Section 2.12.       Treasury Securities.
                    -------------------

                   In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company or any of its Affiliates
shall be considered as though they are not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee actually
knows are so owned shall be so considered.

Section 2.13.       CUSIP Numbers.
                    -------------

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

Section 2.14.       Deposit of Moneys.
                    -----------------

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due



                                      -12-



on such interest payment date or maturity date, as the case may be, in a timely
manner which permits the Paying Agent to remit payment to the Holders on such
interest payment date or maturity date, as the case may be.

Section 2.15.       Book-Entry Provisions for Global Security.
                    -----------------------------------------

                  (a) Any global Security of a Series initially shall (i) be
registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b) Transfers of any global Security shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any global Security to beneficial owners pursuant
to paragraph (b), the Registrar shall (if one or more definitive Securities are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the global Security in an amount equal to the principal
amount of the beneficial interest in the global Security to be transferred, and
the Company ^ shall execute, and the Trustee shall authenticate and deliver, one
or more definitive Securities of like tenor and amount.





                                      -13-



                  (d) In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

                  (e) The Holder of any global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

Section 2.16.       Denominations.
                    -------------

                  The Securities of each Series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to any
Series, the Securities of such Series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

                                  ARTICLE THREE

                                   REDEMPTION

Section 3.01.       Notices to Trustee.
                    ------------------

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.



                                      -14-



                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

Section 3.02.       Selection of Securities To Be Redeemed.
                    --------------------------------------

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.

Section 3.03.       Notice of Redemption.
                    --------------------

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                   (1) the redemption date;

                   (2) the redemption price;

                   (3) the name and address of the Paying Agent;

                   (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                   (5) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date; and

                   (6) that the Securities are being redeemed pursuant to the
         mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or



                                      -15-



such shorter period as may be satisfactory to the Trustee, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.       Effect of Notice of Redemption.
                    ------------------------------

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

Section 3.05.       Deposit of Redemption Price.
                    ---------------------------

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.

Section 3.06.       Securities Redeemed in Part.
                    ---------------------------

                  Upon surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for each Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

Section 4.01.       Payment of Securities.
                    ---------------------

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

Section 4.02.       Maintenance of Office or Agency.
                    -------------------------------

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof,



                                      -16-



such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee.

Section 4.03.       Compliance Certificate.
                    ----------------------

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

Section 4.04.       Payment of Taxes; Maintenance of Corporate Existence;
                    Maintenance of Properties.
                    -----------------------------------------------------

                  The Company will:

                  (a) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Subsidiaries or upon the income or profits of the Company and
         its Subsidiaries or upon property or any part thereof belonging to the
         Company and its Subsidiaries before the same shall be in default, as
         well as all lawful claims for labor, materials and supplies which, if
         unpaid, might become a lien or charge upon such property or any part
         thereof; provided, however, that the Company shall not be required to
         cause to be paid or discharged any such tax, assessment, charge, levy
         or claim so long as the validity or amount thereof shall be contested
         in good faith by appropriate proceedings and the nonpayment thereof
         does not, in the judgment of the Company, materially adversely affect
         the ability of the Company and its Subsidiaries to pay all obligations
         under the Indenture when due; and provided further that the Company
         shall not be required to cause to be paid or discharged any such tax,
         assessment, charge, levy or claim if, in the judgment of the Company,
         such payment shall not be advantageous to the Company in the conduct of
         its business and if the failure so to pay or discharge does not, in its
         judgment, materially adversely affect the ability of the Company and
         its Subsidiaries to pay all obligations under this Indenture when due;

                  (b) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and
         each of its Subsidiaries and to comply with all applicable laws;
         provided, however, that nothing in this subsection (b) shall prevent a
         consolidation or merger of the Company or any Subsidiary not prohibited
         by the provisions of Article Five, Article Nine or any other provision
         or the Authorizing Resolution or supplemental indenture pertaining to a
         Series, and the Company need not maintain the corporate existence of an
         immaterial Subsidiary; and



                                      -17-


                  (c) at all times keep, maintain and preserve all the property
         of the Company and its Subsidiaries in good repair, working order and
         condition (reasonable wear and tear excepted) and from time to time
         make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (c) shall
         prevent the Company from discontinuing the operation and maintenance of
         any such properties if such discontinuance is, in the judgment of the
         Company, desirable in the conduct of its business and not
         disadvantageous in any material respect to the ability of the Company
         and its Subsidiaries to pay all obligations under this Indenture when
         due.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

Section 5.01.       When Company May Merge, etc.
                    ---------------------------

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.



                                      -18-



                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

Section 6.01.       Events of Default.
                    -----------------

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                    (1) the failure and the continuance of any such failure by
         the Company to pay interest on any Security of such Series when the
         same becomes due and payable for a period of 30 days;

                    (2) the failure by the Company to pay the principal
         (including pursuant to any sinking fund or analogous provision) or
         premium of any Security of such Series when the same becomes due and
         payable at maturity, upon acceleration or otherwise;

                    (3) the failure by the Company to comply with any of its
         agreements or covenants in, or provisions of, the Securities of such
         Series or this Indenture (as they relate thereto) and such failure
         continues for the period and after the notice specified below;

                   (4) the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A)  commences a voluntary case,

                           (B)  consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C)  consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

                           (D)  makes a general assignment for the benefit of
                  its creditors; or

                   (5) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)  is for relief against the Company as debtor
         in an involuntary case,

                           (B)  appoints a Custodian of the Company or a
         Custodian for all or substantially all of the property of the Company,
         or


                                      -19-



                           (C)  orders the liquidation of the Company,

         and the order or decree remains unstayed and in effect for 60 days.

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in principal amount of the then outstanding
Securities of the applicable Series notify the Company and the Trustee, of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." If such a Default is cured
within such time period, it ceases.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

Section 6.02.       Acceleration.
                    ------------

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except (unless theretofore for cured) an
acceleration due to nonpayment of principal or interest on the Securities of
such Series) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.



                                      -20-


Section 6.03.       Other Remedies.
                    --------------

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

Section 6.04.       Waiver of Existing Defaults.
                    ---------------------------

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.       Control by Majority.
                    -------------------

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Holders, (iii) that would involve the Trustee
in personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

Section 6.06.       Limitation on Suits.
                    -------------------

                   A Holder of a Series may not pursue any remedy with respect
to this Indenture or the Series unless:

                   (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default on the Series;

                   (2) the Holders of at least 25 percent of the outstanding
         Securities of such Series make a written request to the Trustee to
         pursue the remedy;




                                      -21-



                   (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                   (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                   (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.

                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

Section 6.07.       Rights of Holders To Receive Payment.
                    ------------------------------------

                  Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to
receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

Section 6.08.       Collection Suit by Trustee.
                    --------------------------

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

Section 6.09.       Trustee May File Proofs of Claim.
                    --------------------------------

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee. Nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition




                                      -22-


affecting the Securities or the rights of any Holder or to authorize the Trustee
to vote in respect of the claim of any Holder except as aforesaid for the
election of the Custodian.

Section 6.10.       Priorities.
                    ----------

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second: to Holders of the Series for amounts due and unpaid
         on the Series for principal and interest, ratably, without preference
         or priority of any kind, according to the amounts due and payable on
         the Series for principal and interest, respectively; and

                  Third:  to the Company as its interests may appear.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10.

Section 6.11.       Undertaking for Costs.
                    ---------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

                                  ARTICLE SEVEN

                                     TRUSTEE

Section 7.01.       Duties of Trustee.
                    -----------------

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

                  (b)  Except during the continuance of an Event of Default:






                                      -23-


                    (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                    (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. The Trustee, however, shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture but need not confirm or investigate the
         accuracy of mathematical calculations or other facts or matters stated
         therein.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                   (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

                    (2) The Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer, unless it is proved
         that the Trustee was negligent in ascertaining the pertinent facts.

                    (3) The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 or any other
         direction of the Holders permitted hereunder.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                  (g) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.


                                      -24-



Section 7.02.       Rights of Trustee.
                    -----------------

                  Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting on any document, resolution, certificate,
         instrument, report, or direction believed by it to be genuine and to
         have been signed or presented by the proper person. The Trustee need
         not investigate any fact or matter stated in the document, resolution,
         certificate, instrument, report, or direction.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel or both,
         which shall conform to Sections 11.04 and 11.05 hereof and containing
         such other statements as the Trustee reasonably deems necessary to
         perform its duties hereunder. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on the
         Officers' Certificate, Opinion of Counsel or any other direction of the
         Company permitted hereunder.

                  (c) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care.

                  (d) The Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

                  (e) The Trustee may consult with counsel, and the written
         advice of such counsel or any Opinion of Counsel as to matters of law
         shall be full and complete authorization and protection in respect of
         any action taken, omitted or suffered by it hereunder in good faith and
         in accordance with the advice or opinion of such counsel.

                  (f) Unless otherwise specifically provided in the Indenture,
         any demand, request, direction or notice from the Company shall be
         sufficient if signed by an Officer of the Company.

                  (g) For all purposes under this Indenture, the Trustee shall
         not be deemed to have notice or knowledge of any Event of Default
         (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer
         assigned to and working in the Trustee's corporate trust office has
         actual knowledge thereof or unless written notice of any Event of
         Default is received by the Trustee at its address specified in Section
         11.02 hereof and such notice references the Securities generally, the
         Company or this Indenture.


                                      -25-



Section 7.03.       Individual Rights of Trustee.
                    ----------------------------

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04.       Trustee's Disclaimer.
                    --------------------

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

Section 7.05.       Notice of Defaults.
                    ------------------

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series. In the case of any default of the character specified in clause (3) of
Section 6.01 with respect to Securities of a Series, no notice to Holders of
such Securities will be given until at least 30 days after the occurrence
thereof. The Company shall certify to the trustee quarterly as to whether any
default exists.

Section 7.06.       Reports by Trustee to Holders.
                    -----------------------------

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(2) has occurred within the twelve months
preceding the reporting date no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to Holders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on



                                      -26-



which the Securities are listed. The Company agrees to notify the Trustee of
each national securities exchange on which the Securities are listed.

Section 7.07.       Compensation and Indemnity.
                    --------------------------

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

Section 7.08.       Replacement of Trustee.
                    ----------------------

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company's consent. Such resignation or
removal shall not take effect until the appointment by the Holders or the
Company as hereinafter provided of a successor trustee and the acceptance of
such appointment by such successor trustee. The Company may remove the Trustee
and any Holder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee for any or no reason,
including if:

                   (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Holder who has been a
         Holder for at least six months;

                   (2) the Trustee is adjudged a bankrupt or an insolvent;


                                      -27-


                   (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                   (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Holder.

Section 7.09.       Successor Trustee by Merger, etc.
                    --------------------------------

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

Section 7.10.       Eligibility; Disqualification.
                    -----------------------------

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b).

Section 7.11.       Preferential Collection of Claims Against Company.
                    -------------------------------------------------

                  The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


                                      -28-


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

Section 8.01.       Defeasance upon Deposit of Moneys or U.S. Government
                    Obligations.
                    ----------------------------------------------------

                  (a) The Company may, at its option and at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

                  (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company shall be deemed to have
been released and discharged from their respective obligations with respect to
the outstanding Securities of a Series on the date the applicable conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
a Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of the Sections and matters under this Indenture referred to in (i) and
(ii) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned, except
for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Securities of a Series to
receive solely from the trust fund described in paragraph (d) below and as more
fully set forth in such paragraph, payments in respect of the principal of and
interest on such Securities when such payments are due and (ii) obligations
listed in Section 8.02, subject to compliance with this Section 8.01. The
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) below with respect to such
Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be released and
discharged from the obligations under any covenant contained in Article Five and
any other covenant contained in the Authorizing Resolution or supplemental
indenture relating to such Series to the extent provided for therein, on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities of such Series shall thereafter be
deemed to be not "outstanding" for the purpose of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of



                                      -29-


any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01(3), but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby.

                  (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

                   (1) The Company shall have irrevocably deposited in trust
         with the Trustee, pursuant to an irrevocable trust and security
         agreement in form and substance reasonably satisfactory to the Trustee,
         money or U.S. government obligations or a combination thereof in such
         amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of and interest on the outstanding Securities of such
         Series to maturity or redemption; provided, however, that the Trustee
         (or other qualifying trustee) shall have received an irrevocable
         written order from the Company instructing the Trustee (or other
         qualifying trustee) to apply such money or the proceeds of such U.S.
         government obligations to said payments with respect to the Securities
         of such Series to maturity or redemption;

                   (2) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit;

                   (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of any of their Subsidiaries is a party or by which it or any of their
         property is bound;

                   (4) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date pertaining to such Series, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall state that, or
         (ii) in the event the Company elects paragraph (c) hereof, the Company
         shall deliver to the Trustee an Opinion of Counsel in the United
         States, in form and substance reasonably satisfactory to the Trustee,
         to the effect that, in the case of clauses (i) and (ii), Holders of the
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit and the
         defeasance contemplated hereby and will be subject to federal income
         tax in the same amounts and in the same manner and at the same times as
         would have been the case if such deposit and defeasance had not
         occurred;



                                      -30-


                   (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                   (6) The Company shall have delivered to the Trustee an
         Opinion of Counsel, reasonably satisfactory to the Trustee, to the
         effect that, (A) the trust funds will not be subject to the rights of
         Holders of Indebtedness of the Company other than the Securities of
         such Series and (B) assuming no intervening bankruptcy of the Company
         between the date of deposit and the 91st day following the deposit and
         that no Holder of Securities of such Series is an insider of the
         Company, after the 91st day following the deposit, the trust funds will
         not be subject to any applicable bankruptcy, insolvency, reorganization
         or similar law affecting creditors' rights generally; and

                   (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  (e) In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series when:

                   (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust) have been
         delivered to the Trustee for cancellation or all such Securities not
         theretofore delivered to the Trustee for cancellation have become due
         and payable or will become due and payable at scheduled maturity within
         one year and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for that
         purpose an amount of money or U.S. government obligations sufficient to
         pay and discharge the entire indebtedness on the Securities not
         theretofore delivered to the Trustee for cancellation, for principal of
         and interest;


                                      -31-


                   (2) The Company has paid or caused to be paid all other sums
         payable hereunder by the Company;

                   (3) The Company has delivered irrevocable instructions to the
         Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                   (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.

Section 8.02.       Survival of the Company's Obligations.
                    -------------------------------------

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

Section 8.03.       Application of Trust Money.
                    --------------------------

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

Section 8.04.       Repayment to the Company.
                    ------------------------

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless applicable abandoned property law designates another
person and all liability of the Trustee or such Paying Agent with respect to
such money shall cease.




                                      -32-


Section 8.05.       Reinstatement.
                    -------------

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities relating to the Series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee is permitted to apply all such money
or U.S. government obligations in accordance with Section 8.01; provided,
however, that (a) if the Company has made any payment of interest on or
principal of any Securities of the Series because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. government
obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee shall return all such money or U.S. government obligations to the
Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company's obligations has occurred and continue to be in
effect.

                                  ARTICLE NINE

                            [INTENTIONALLY OMITTED]



                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01.      Without Consent of Holders.
                    --------------------------

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to or consent of any
Holder of such Series:

                   (1) to cure any ambiguity, omission, defect or inconsistency;

                   (2) to make any change that does not, in the good faith
         opinion of the Board of Directors, adversely affect the interests of
         Holders of affected Securities in any material respect.;

                   (3) to comply with Article Five;

                   (4) to provide any security for or guarantees of such
         Securities;




                                      -33-


                   (5) to add Events of Default with respect to such Securities;

                   (6) to add covenants that would benefit the Holders of
         affected Securities or to surrender any rights or powers the Company
         has under this Indenture;

                   (7) to provide for uncertificated Securities in addition to
         or in place of certificated Securities;

                   (8) to add to or change any of the provisions of the
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of the Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                   (9) to change or eliminate any of the provisions of the
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security outstanding of any
         Series created prior to the execution of such amendment or supplemental
         indenture which is entitled to the benefit of such provision;

                   (10) to establish the form or terms of Securities of any
         Series as permitted by this Indenture;

                   (11) to evidence and provide for the acceptance of
         appointment by a successor trustee with respect to the Securities of
         one or more Series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts under this Indenture by more than one
         trustee, pursuant to the requirements of this Indenture; or

                   (12) to make any change necessary for the registration of any
         Securities under the Securities Act or to comply with the TIA, or to
         comply with any requirement of the SEC in connection with the
         qualification of the Indenture under the TIA; provided, however, that
         such modification or amendment does not, in the good faith opinion of
         the Company's board of directors and the Trustee, adversely affect the
         interests of the Holders of affected Securities in any material
         respect.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Holders.

Section 10.02.      With Consent of Holders.
                    -----------------------

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to any Holder of such
Series but with the written consent



                                      -34-



of the Holders of at least a majority in principal amount of the outstanding
Securities of each such Series (voting as a single class) affected by the
amendment. Each such Series shall vote as a separate class. The Holders of a
majority in principal amount of the outstanding Securities of any Series may
waive compliance by the Company with any provision of the Securities of such
Series or of this Indenture relating to such Series without notice to any
Holder. Without the consent of each Holder of a Security of a Series affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:

                   (1) change the stated maturity of the principal of or any
         installment of interest with respect to the affected Securities;

                   (2) reduce the principal amount of, or the rate of interest
         on, the affected Securities;

                   (3) change the currency of payment of principal of or
         interest on the affected Securities;

                   (4) change the redemption provisions, if any, of any affected
         Securities in any manner adverse to the Holders of such Securities;

                   (5) impair the right to institute suit for the enforcement of
         any payment on or with respect to the affected Securities;

                   (6) reduce the percentage of Holders of Securities of any
         affected Series necessary to modify or amend any provision of this
         Indenture relating to such Series;

                   (7) modify this Section 10.02 or reduce the percentage of
         outstanding Securities necessary to waive any covenant or past default;

                   (8) in the case of any convertible debt securities, adversely
         affect the right to convert the affected Securities into Capital Stock
         in accordance with the provisions of the applicable Series; or

                   (9) waive a default in the payment of the principal of or
         interest on any affected Security.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Holders of any other Series.
Only the Holders of a majority in principal amount of Securities of a particular
Series may waive compliance with a provision of this Indenture relating to such
Series or the Securities of such Series having applicability solely to such
Series.



                                      -35-


                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

Section 10.03.      Compliance with Trust Indenture Act.
                    -----------------------------------

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

Section 10.04.      Revocation and Effect of Consents.
                    ---------------------------------

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

Section 10.05.      Notation on or Exchange of Securities.
                    -------------------------------------

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the



                                      -36-


Trustee shall place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

Section 10.06.      Trustee To Sign Amendments, etc.
                    -------------------------------

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

Section 11.01.      Trust Indenture Act Controls.
                    ----------------------------

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

Section 11.02.      Notices.
                    -------

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                               if to the Company:

                           Collins & Aikman Products Co.
                           5755 New King Court
                           Troy, Michigan 48098

                           Attention:




                                      -37-


                  if to the Trustee:




                           Attention:

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first class mail at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                  If the Company mails notice or communications to the Holders,
it shall mail a copy to the Trustee at the same time.

Section 11.03.      Communications by Holders with Other Holders.
                    --------------------------------------------

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

Section 11.04.      Certificate and Opinion as to Conditions Precedent.
                    --------------------------------------------------

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                    (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                    (2) an Opinion of Counsel (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         such counsel, all such conditions precedent and covenants, compliance
         with which constitutes a condition precedent, if any, provided for in
         this Indenture relating to the proposed action or inaction, have



                                      -38-


         been complied with and that any such section does not conflict with
         the terms of the Indenture.

Section 11.05.      Statements Required in Certificate or Opinion.
                    ---------------------------------------------

                   Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                   (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                   (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                   (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                   (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

Section 11.06.      Rules by Trustee and Agents.
                    ---------------------------

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules for
its functions.

Section 11.07.      Legal Holidays.
                    --------------

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

Section 11.08.      Governing Law.
                    -------------

                  The laws of the State of New York shall govern this Indenture
AND the Securities of each Series.


                                      -39-



Section 11.09.      No Adverse Interpretation of Other Agreements.
                    ---------------------------------------------

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

Section 11.10.      No Recourse Against Others.
                    --------------------------

                  All liability described in paragraph 13 of the Securities of
any director, officer, employee or stockholder, as such, of the Company is
waived and released.

Section 11.11.      Successors and Assigns.
                    ----------------------

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12.      Duplicate Originals.
                    -------------------

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 11.13.      Severability.
                    ------------

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.







                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.

Dated:         , 200[ ]                 COLLINS & AIKMAN CORPORATION, as
                                          Issuer


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


Dated:         , 200[ ]                 _______________, as Trustee


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


(SEAL)

                                       S-1






                                                                     EXHIBIT A


NO.                                                         CUSIP NO.: _______


                               [TITLE OF SECURITY]

                          COLLINS & AIKMAN CORPORATION
                             A DELAWARE CORPORATION


promises to pay to

or registered assigns
the principal sum of                            [Dollars](a) on

[Title of Security]
Interest Payment Dates:                      and
Record Dates:                            and

Authenticated:                                Dated:

                                         COLLINS & AIKMAN CORPORATION

                                         [Seal]


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


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


- --------------------
(a)  Or other currency.  Insert corresponding provisions on reverse side of
     Security in respect of foreign currenty denominations or interest payment
     requirement.

                                      A-1





                  , as Trustee, certifies that this
is one of the Securities referred to in the within
mentioned Indenture.

By:
    ---------------------------------
          Authorized Signatory


                                      A-2





                          COLLINS & AIKMAN CORPORATION

                               [TITLE OF SECURITY]


1.       Interest.
         --------

                  COLLINS & AIKMAN CORPORATION (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year until the principal is paid
or made available for payment. Interest on the Securities will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from _______________, 200[ ] , provided that, if there
is no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2.       Method of Payment.
         -----------------

                  The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3.       Paying Agent and Registrar.
         --------------------------

                  Initially, [ ] (the "Trustee") will act as Paying Agent and
Registrar. The Company may change or appoint any Paying Agent, Registrar or
co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

4.       Indenture.
         ---------

                  The Company issued the Securities under an Indenture dated as
of ________________, 200[ ] ("Indenture") among the Company, the Guarantor and
the Trustee. The terms of the Securities and the Guarantee include those stated
in the Indenture (including those terms set forth in the Authorizing Resolution
or supplemental indenture pertaining to the Securities of the Series of which
this Security is a part) and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 ("TIA") as in effect on the date of the
Indenture. The Securities and the Guarantee are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of them.


                                      A-3



                   The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: Collins & Aikman
Products Co., 5755 New King Court, Troy, Michigan 48098, Attention: ___________.

5.       Optional Redemption.(a)
         -------------------

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

           If redeemed during theTwelve-Month
           periodcommencing on ___________ andending
           on ___________ in each of the following years

                                                               Percentage
                                                               ----------


     [Insert provisions relating to redemption at option of Holders, if any]

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

6.       Mandatory Redemption.*
         --------------------

                  The Company shall redeem   % of the aggregate principal amount
of Securities originally issued under the Indenture on each of , which
redemptions are calculated to retire   % of the Securities originally issued
prior to maturity. Such redemptions shall be made at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 6 by the principal amount of any Securities
previously redeemed, retired or acquired, otherwise than pursuant to this
Paragraph 6, that the


- -------------------------
(a)   If applicable.


                                      A-4



Company has delivered to the Trustee for cancellation and not previously
credited to the Company's obligations under this Paragraph 6. Each such Security
shall be received and credited for such purpose by the Trustee at the redemption
price and the amount of such mandatory redemption payment shall be reduced
accordingly.

7.       Denominations, Transfer, Exchange.
         ---------------------------------

                  The Securities are in registered form without coupons in
denominations of $1,000(a) and integral multiples of $1,000. A Holder may
transfer or exchange Securities by presentation of such Securities to the
Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Securities of other
denominations. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Security selected for redemption, except the unredeemed
part thereof if the Security is redeemed in part, or transfer or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed.

8.       Persons Deemed Owners.
         ---------------------

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

9.       Unclaimed Money.
         ---------------

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10.      Amendment, Supplement, Waiver.
         -----------------------------

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series.(b). Without the consent of any Holder,
the Company and


- -----------------
(a)  If applicable.  Insert different or additional denominations and multiples.
(b)  If different terms apply, insert a brief summary thereof.


                                      A-5



the Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Securities in
addition to or in place of certificated Securities, to create a Series and
establish its terms, to remove the Guarantor in respect of any Series which, in
accordance with the terms of the Indenture, ceases to be liable in respect of
its Guarantee, or to make any other change, provided such action does not
adversely affect the rights of any Holder.

11.      Successor Corporation.
         ---------------------

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12.      Trustee Dealings With Company.
         -----------------------------

                  [    ], the Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its affiliates, and may otherwise deal with the
Company or its affiliates, as if it were not Trustee.

13.      No Recourse Against Others.
         --------------------------

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

14.      Discharge of Indenture.
         ----------------------

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15.      Authentication.
         --------------

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16.      Abbreviations.
         -------------

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).



                                      A-6





                                 ASSIGNMENT FORM

         If you the Holder want to assign this Security, fill in the form below:

         I or we assign and transfer this Security to


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

- -------------------------------------------------------------------------------
                  (Insert assignee's social security or tax ID number)

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

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

- -------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

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

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:  ________________                 Your signature:
                                                       -----------------------
                                        (Sign exactly as your name appears on
                                        the other side of this Security)

Signature Guarantee:
                     ------------------------

EX-4.21

                                                                    EXHIBIT 4.21

================================================================================

                     COLLINS & AIKMAN CORPORATION, AS ISSUER


                       SENIOR SUBORDINATED DEBT SECURITIES




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

                                    INDENTURE

                              DATED AS OF , 200[ ]

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




                                 [ ], AS TRUSTEE



================================================================================





                              CROSS-REFERENCE TABLE

           This Cross-Reference Table is not a part of the Indenture.



  TIA                                                                                Indenture
Section                                                                               Section
- -------                                                                              ---------
                                                                                 
310(a)(1).........................................................................   7.10
     (a)(2).......................................................................   7.10
     (a)(3).......................................................................   N.A.
     (a)(4).......................................................................   N.A.
     (b)..........................................................................   7.08; 7.10; 11.02
311(a)............................................................................   7.11
     (b)..........................................................................   7.11
     (c)..........................................................................   N.A.
312(a)............................................................................   2.05
     (b)..........................................................................   11.03
     (c)..........................................................................   11.03
313(a)............................................................................   7.06
     (b)(1).......................................................................   N.A.
     (b)(2).......................................................................   7.06
     (c)..........................................................................   11.02
     (d)..........................................................................   7.06
314(a)............................................................................   4.02; 11.02
     (b)..........................................................................   N.A.
     (c)(1).......................................................................   11.04
     (c)(2).......................................................................   11.04
     (c)(3).......................................................................   N.A.
     (d)..........................................................................   N.A.
     (e)..........................................................................   11.05
315(a)............................................................................   7.01(b)
     (b)..........................................................................   7.05; 11.02
     (c)..........................................................................   7.01(a)
     (d)..........................................................................   7.01(c)
     (e)..........................................................................   6.11
316(a)(last sentence).............................................................   11.06
     (a)(1)(A)....................................................................   6.05
     (a)(1)(B)....................................................................   6.04
     (a)(2).......................................................................   N.A.
     (b)..........................................................................   6.07
317(a)(1).........................................................................   6.08
     (a)(2).......................................................................   6.09
     (b)..........................................................................   2.04
318(a)............................................................................   11.01


- --------------------------
N.A. means Not Applicable.




                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.

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






                                                                          Page
                                                                          ----
                                                                    
                                   ARTICLE ONE

                   Definitions and Incorporation by Reference

Section 1.01.       Definitions.............................................1
Section 1.02.       Other Definitions.......................................5
Section 1.03.       Incorporation by Reference of Trust Indenture Act.......5
Section 1.04.       Rules of Construction...................................6

                                   ARTICLE TWO

                                 The Securities

Section 2.01.       Form and Dating.........................................6
Section 2.02.       Execution and Authentication............................9
Section 2.03.       Registrar and Paying Agent..............................9
Section 2.04.       Paying Agent to Hold Money in Trust....................10
Section 2.05.       Holder Lists...........................................10
Section 2.06.       Transfer and Exchange..................................10
Section 2.07.       Replacement Securities.................................11
Section 2.08.       Outstanding Securities.................................11
Section 2.09.       Temporary Securities...................................12
Section 2.10.       Cancellation...........................................12
Section 2.11.       Defaulted Interest.....................................12
Section 2.12.       Treasury Securities....................................13
Section 2.13.       CUSIP Numbers..........................................13
Section 2.14.       Deposit of Moneys......................................13
Section 2.15.       Book-Entry Provisions for Global Security..............13
Section 2.16.       Denominations..........................................15

                                      -i-



                                                                         Page
                                                                         ----


                                  ARTICLE THREE

                                   Redemption

Section 3.01.       Notices to Trustee.....................................15
Section 3.02.       Selection of Securities to be Redeemed.................15
Section 3.03.       Notice of Redemption...................................16
Section 3.04.       Effect of Notice of Redemption.........................16
Section 3.05.       Deposit of Redemption Price............................17
Section 3.06.       Securities Redeemed in Part............................17

                                  ARTICLE FOUR

                                    Covenants

Section 4.01.       Payment of Securities..................................17
Section 4.02.       Maintenance of Office or Agency........................17
Section 4.03.       Compliance Certificate.................................17
Section 4.04.       Payment of Taxes; Maintenance of Corporate Existence;
                       Maintenance of Properties...........................18

                                  ARTICLE FIVE

                              Successor Corporation

Section 5.01.       When Company May Merge, etc............................19

                                   ARTICLE SIX

                              Defaults and Remedies

Section 6.01.       Events of Default......................................20
Section 6.02.       Acceleration...........................................21
Section 6.03.       Other Remedies.........................................22
Section 6.04.       Waiver of Existing Defaults............................22
Section 6.05.       Control by Majority....................................22
Section 6.06.       Limitation on Suits....................................22
Section 6.07.       Rights of Holders to Receive Payment...................23
Section 6.08.       Collection Suit by Trustee.............................23
Section 6.09.       Trustee May File Proofs of Claim.......................23
Section 6.10.       Priorities.............................................24

                                       ii




                                                                         Page
                                                                         ----

Section 6.11.       Undertaking for Costs..................................24


                                  ARTICLE SEVEN

                                     Trustee

Section 7.01.       Duties of Trustee......................................25
Section 7.02.       Rights of Trustee......................................26
Section 7.03.       Individual Rights of Trustee...........................27
Section 7.04.       Trustee's Disclaimer...................................27
Section 7.05.       Notice of Defaults.....................................27
Section 7.06.       Reports by Trustee to Holders..........................28
Section 7.07.       Compensation and Indemnity.............................28
Section 7.08.       Replacement of Trustee.................................28
Section 7.09.       Successor Trustee by Merger, etc.......................29
Section 7.10.       Eligibility; Disqualification..........................29
Section 7.11.       Preferential Collection of Claims Against Company......30

                                  ARTICLE EIGHT

                             Discharge of Indenture

Section 8.01.       Defeasance upon Deposit of Moneys or U.S. Government
                       Obligations ........................................30
Section 8.02.       Survival of the Company's Obligations..................33
Section 8.03.       Application of Trust Money.............................33
Section 8.04.       Repayment to the Company...............................33
Section 8.05.       Reinstatement..........................................34

                                  ARTICLE NINE

                             [INTENTIONALLY OMITTED]


                                   ARTICLE TEN

                       Amendments, Supplements and Waivers

Section 10.01.      Without Consent of Holders.............................35
Section 10.02.      With Consent of Holders................................36
Section 10.03.      Compliance with Trust Indenture Act....................37
Section 10.04.      Revocation and Effect of Consents......................37
Section 10.05.      Notation on or Exchange of Securities..................38
Section 10.06.      Trustee to Sign Amendments, etc........................38

                                     -iii-




                                                                         Page
                                                                         ----

                                 ARTICLE ELEVEN

                                  Miscellaneous

Section 11.01.      Trust Indenture Act Controls...........................39
Section 11.02.      Notices................................................39
Section 11.03.      Communications by Holders with Other Holders...........40
Section 11.04.      Certificate and Opinion as to Conditions Precedent.....40
Section 11.05.      Statements Required in Certificate or Opinion..........40
Section 11.06.      Rules by Trustee and Agents............................41
Section 11.07.      Legal Holidays.........................................41
Section 11.08.      Governing Law..........................................41
Section 11.09.      No Adverse Interpretation of Other Agreements..........41
Section 11.10.      No Recourse Against Others.............................41
Section 11.11.      Successors and Assigns.................................42
Section 11.12.      Duplicate Originals....................................42
Section 11.13.      Severability...........................................42

                                 ARTICLE TWELVE

                           Subordination of Securities

Section 12.01.      Securities Subordinated to Senior Indebtedness.........42
Section 12.02.      No Payment on Securities in Certain Circumstances......42
Section 12.03.      Payment Over of Proceeds upon Dissolution, etc.........44
Section 12.04.      Subrogation............................................45
Section 12.05.      Obligations of Company Unconditional...................45
Section 12.06.      Notice to Trustee......................................46
Section 12.07.      Reliance on Judicial Order or Certificate of
                       Liquidating Agent...................................47
Section 12.08.      Trustee's Relation to Senior Indebtedness..............47
Section 12.09.      Subordination Rights Not Impaired by Acts or Omissions
                       of the Company or Holders of Senior Indebtedness....47
Section 12.10.      Holders Authorize Trustee To Effectuate Subordination
                       of Securities.......................................48
Section 12.11.      This Article Not to Prevent Events of Default..........48
Section 12.12.      Trustee's Compensation Not Prejudiced..................48
Section 12.13.      No Waiver of Subordination Provisions..................48
Section 12.14.      Certain Payments May Be Paid Prior to Dissolution......49

SIGNATURES.................................................................50


                                      -iv-




                                                                         Page
                                                                         ----


EXHIBIT A - Form of Security









                                      -v-






                  INDENTURE dated as of , 200[ ], by and among COLLINS & AIKMAN
CORPORATION, a Delaware corporation (the "Company"), as issuer, and [ ], a (the
"Trustee"), as trustee.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.              Definitions.

                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.



                                      -2-

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

                  "Holder" means the Person in whose name a Note is registered
in the books of the Registrar for the Securities.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "Insolvency or Liquidation Proceeding" means, with respect to
any Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Post-Petition Interest" means interest on any Senior
Indebtedness accruing subsequent to events of bankruptcy of the Company and its
Subsidiaries at the rate provided in the document evidencing such Senior
Indebtedness, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under bankruptcy law.




                                      -3-

                  "principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the security.

                  "Representative" means, with respect to any indebtedness that
is Senior Indebtedness or Guarantor Senior Indebtedness, the trustee, agent or
other representative appointed to act on behalf of holders of such indebtedness
or, if no Representative has been appointed, any holder of such indebtedness.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means any Securities that are issued under this
Indenture.

                  "Senior Indebtedness" of the Company means:

     (1) the principal (including redemption payments), premium, if any,
     interest and other payment obligations in respect of (A) the Company's
     indebtedness for money borrowed and (B) the Company's indebtedness
     evidenced by securities, debentures, bonds, notes or other similar
     instruments issued by the Company, including any such securities issued
     under any deed, indenture or other instrument to which the Company is a
     party (including, for the avoidance of doubt, indentures pursuant to which
     senior debt securities have been or may be issued);

     (2) all of the Company's obligations issued or assumed as the deferred
     purchase price of property, all of the Company's conditional sale
     obligations, all of the Company's hedging agreements and agreements of a
     similar nature thereto and all agreements relating to any such agreements,
     and all of the Company's obligations under any title retention agreement
     (but excluding trade accounts payable arising in the ordinary course of
     business);

     (3) all of the Company's obligations for reimbursement on any letter of
     credit, banker's acceptance, security purchase facility or similar credit
     transaction;

     (4) all obligations of the type referred to in clauses (1) through (3)
     above of other persons for the payment of which the Company is responsible
     or liable as obligor, guarantor or otherwise;

     (5) all obligations of the type referred to in clauses (1) through (4)
     above of other persons secured by any lien on any of the Company's property
     or assets (whether or not such obligation is assumed by the Company); and



                                      -4-


     (6) any deferrals, amendments, renewals, extensions, modifications and
     refundings of all obligations of the type referred to in clauses (1)
     through (5) above, in each case whether or not contingent and whether
     outstanding at the date of effectiveness of the applicable indenture or
     thereafter incurred,

except, in each case, for the Securities and any such other indebtedness or
deferral, amendment, renewal, extension, modification or refunding that contains
express terms, or is issued under a deed, indenture or other instrument, which
contains express terms, providing that it is subordinate to or ranks equal with
the Securities. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of Article Twelve of this Indenture
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness and notwithstanding that no express written subordination agreement
may have been entered into between the holders of such Senior Indebtedness and
the Trustee or any of the Holders.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.

                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "United States" means the United States of America.

                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at



                                      -5-

the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank or trust company as custodian with respect to any such U.S.
government obligations or a specific payment of interest on or principal of any
such U.S. government obligation held by such custodian for the account of the
holder of a depositary receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. government obligation or the specific payment of interest on
or principal of the U.S. government obligation evidenced by such depositary
receipt.

Section 1.02.              Other Definitions.


                                                          Defined in
Term                                                       Section
- ----                                                      -----------

"Agent Members".........................................      2.15
"Business Day"..........................................      11.07
"Custodian".............................................      6.01
"Depository"............................................      2.15
"Event of Default"......................................      6.01
"Legal Holiday".........................................      11.07
"Paying Agent"..........................................      2.03
"Registrar".............................................      2.03


Section 1.03.              Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company or
any other obligor on the Securities of a Series.



                                      -6-


                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.


Section 1.04.              Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular; and

                  (5) provisions apply to successive events and transactions.


                                   ARTICLE TWO

                                 THE SECURITIES


Section 2.01.              Form and Dating.

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the
Securities of the Series, which may include the following:

                  (1) the title of such Series and any specific subordination
         provisions applicable thereto, if different from or incremental to the
         provisions hereof;

                  (2) the aggregate principal amount of such Securities and any
         limit on such aggregate principal amount;

                  (3) the price (expressed as a percentage of the principal
         amount thereof) at which such Securities will be issued and, if other
         than the principal amount thereof, the portion of the principal amount
         thereof payable upon declaration of acceleration of the maturity
         thereof;



                                      -7-


                  (4) if convertible into shares of Capital Stock, the terms on
         which such Securities are convertible, including the initial conversion
         price, the conversion period, any events requiring an adjustment of the
         applicable conversion price and any requirements relating to the
         reservation of such Capital Stock for purposes of conversion;

                  (5) the date(s), or the method for determining such date or
         dates, on which the principal of such Securities will be payable and,
         if applicable, the terms on which such maturity may be extended;

                  (6) the rate(s) (which may be fixed or floating), or the
         method by which such rate or rates shall be determined, at which such
         Securities will bear interest, if any;

                  (7) the date(s), or the method for determining such date or
         dates, from which any such interest will accrue, the dates on which any
         such interest will be payable, the record dates for such interest
         payment dates, or the method by which such dates shall be determined,
         the Persons to whom such interest shall be payable, and the basis upon
         which interest shall be calculated if other than that of a 360-day year
         of twelve 30-day months;

                  (8) the place(s) where the principal of and interest, if any,
         on such Securities will be payable, where such Securities may be
         surrendered for registration of transfer or exchange and where notices
         or demands to or upon the Company in respect of such Securities and
         this Indenture may be served;

                  (9) the period(s), if any, within which, the price or prices
         at which and the other terms and conditions upon which such Securities
         may, pursuant to any optional or mandatory redemption provisions, be
         redeemed, as a whole or in part, at the Company's option;

                 (10) the Company's obligation, if any, to redeem, repay or
         purchase such Securities pursuant to any sinking fund or analogous
         provision or at the option of a Holder thereof, and the period or
         periods within which, the price or prices at which and the other terms
         and conditions upon which such Securities will be redeemed, repaid or
         purchased, as a whole or in part, pursuant to such obligations;

                 (11) if other than U.S. dollars, the currency or currencies in
         which the principal of an interest, if any, on such Securities are
         denominated and payable, which may be a foreign currency or units of
         two or more foreign currencies or a composite currency or currencies,
         and the terms and conditions relating thereto;



                                      -8-


                 (12) whether the amount of payments of principal of or
         interest, if any, on such Securities may be determined with reference
         to an index, formula or other method (which index, formula or method
         may, but need not be, based on the yield on or trading price of other
         securities, including U.S. Treasury securities, or on a currency,
         currencies, currency unit or units, or composite currency or
         currencies) and the manner in which such amounts shall be determined;

                 (13) whether the principal of or interest, if any, on such
         Securities are to be payable, at the election of the Company or a
         holder thereof, in a currency or currencies, currency unit or units or
         composite currency or currencies other than that in which such
         Securities are denominated or stated to be payable and the period or
         periods within which, and the terms and conditions upon which, such
         election may be made;

                  (14) provisions, if any, granting special rights to the
         Holders of such Securities upon the occurrence of such events as may be
         specified;

                 (15) any deletions from modifications of or additions to
         Articles Four, Five or Six hereof with respect to such Securities,
         whether or not such additions or modifications are consistent with
         Articles Four, Five or Six hereof;

                 (16) whether such Securities are to be issuable initially in
         temporary global form and whether any Securities of such Series are to
         be issuable in permanent global form and, if so, whether beneficial
         owners of interests in any such security in permanent global form may
         exchange such interests for Securities of such Series and of like tenor
         of any authorized form and denomination and the circumstances under
         which any such exchanges may occur, if other than in the manner
         provided in this Indenture, and, if such Securities are to be issuable
         as a global security, the identity of the depository for such
         Securities;

                  (17) the applicability, if any, of Article Eight of this
         Indenture to such Securities;

                  (18) if exchangeable into another Series of Securities, the
         terms on which such Securities are exchangeable;

                  (19) whether such securities are to be issued at a discount
         below their principal amount and whether less than the entire principal
         amount of such Securities will be payable upon any acceleration of the
         maturity thereof;

                  (20) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which such Securities shall be
         issuable; and



                                      -9-


                  (21) any other terms of such Securities and any additions,
         deletions or modifications to this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

Section 2.02.              Execution and Authentication.
                           ----------------------------

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

Section 2.03.              Registrar and Paying Agent.
                           --------------------------

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have


                                      -10-


the right to rely upon such register as to the names and addresses of the
Holders and the principal amounts and certificate numbers thereof. If the
Company fails to maintain a Registrar or Paying Agent or fails to give the
foregoing notice, the Trustee shall act as such.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

Section 2.04.              Paying Agent to Hold Money in Trust.
                           -----------------------------------

                  Each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.

Section 2.05.              Holder Lists.
                           ------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least 7 Business Days before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

Section 2.06.              Transfer and Exchange.
                           ---------------------

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 10.05 not
involving any transfer.



                                      -11-


                  Any Holder of a global Security shall, by acceptance of such
global Security, agree that transfers of beneficial interests in such global
Security may be effected only through a book entry system maintained by the
Holder of such global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

Section 2.07.              Replacement Securities.
                           ----------------------

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge for its expenses in replacing a Security.

Section 2.08.              Outstanding Securities.
                           ----------------------

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does not cease to be outstanding because
the Company or one of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.



                                      -12-


Section 2.09.              Temporary Securities.
                           --------------------

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company shall execute
and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.

Section 2.10.              Cancellation.
                           ------------

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

Section 2.11.              Defaulted Interest.
                           ------------------

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

Section 2.12.              Treasury Securities.
                           -------------------

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company or any of its Affiliates
shall be considered as though they are not


                                      -13-


outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so considered.

Section 2.13.              CUSIP Numbers.
                           -------------

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

Section 2.14.              Deposit of Moneys.
                           -----------------

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.

Section 2.15.              Book-Entry Provisions for Global Security.
                           -----------------------------------------

                  (a)      Any global Security of a Series initially shall (i)
be registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.



                                      -14-


                  (b)      Transfers of any global Security shall be limited to
transfers i whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any global Security to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more definitive
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the global Security in an amount equal to
the principal amount of the beneficial interest in the global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more definitive Securities of like tenor and amount.

                  (d)      In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

                  (e)      The Holder of any global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture.

Section 2.16.              Denominations.
                           -------------

                  The Securities of each Series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to any
Series, the Securities of such Series shall be issuable in denominations of
$1,000 and any integral multiple thereof.




                                      -15-


                                  ARTICLE THREE

                                   REDEMPTION


Section 3.01.              Notices to Trustee.
                           ------------------

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

Section 3.02.              Selection of Securities to be Redeemed.
                           --------------------------------------

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.



                                      -16-


Section 3.03.              Notice of Redemption.
                           --------------------

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1)      the redemption date;

                  (2)      the redemption price;

                  (3)      the name and address of the Paying Agent;

                  (4)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;

                  (5)      that interest on Securities called for redemption
         ceases to accrue on and after the redemption date; and

                  (6) that the Securities are being redeemed pursuant to the
         mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.
Section 3.04.              Effect of Notice of Redemption.
                           ------------------------------

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

Section 3.05.              Deposit of Redemption Price.
                           ---------------------------

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.



                                      -17-


Section 3.06.              Securities Redeemed in Part.
                           ---------------------------

                  Upon surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for each Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


Section 4.01.              Payment of Securities.
                           ---------------------

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

Section 4.02.              Maintenance of Office or Agency.
                           -------------------------------

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

Section 4.03.              Compliance Certificate.
                           ----------------------

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.



                                      -18-


Section 4.04.              Payment of Taxes; Maintenance of Corporate
                           Existence; Maintenance of Properties.

                  The Company will:

                  (a) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Subsidiaries or upon the income or profits of the Company and
         its Subsidiaries or upon property or any part thereof belonging to the
         Company and its Subsidiaries before the same shall be in default, as
         well as all lawful claims for labor, materials and supplies which, if
         unpaid, might become a lien or charge upon such property or any part
         thereof; provided, however, that the Company shall not be required to
         cause to be paid or discharged any such tax, assessment, charge, levy
         or claim so long as the validity or amount thereof shall be contested
         in good faith by appropriate proceedings and the nonpayment thereof
         does not, in the judgment of the Company, materially adversely affect
         the ability of the Company and its Subsidiaries to pay all obligations
         under the Indenture when due; and provided further that the Company
         shall not be required to cause to be paid or discharged any such tax,
         assessment, charge, levy or claim if, in the judgment of the Company,
         such payment shall not be advantageous to the Company in the conduct of
         its business and if the failure so to pay or discharge does not, in its
         judgment, materially adversely affect the ability of the Company and
         its Subsidiaries to pay all obligations under this Indenture when due;

                  (b) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and
         each of its Subsidiaries and to comply with all applicable laws;
         provided, however, that nothing in this subsection (b) shall prevent a
         consolidation or merger of the Company or any Subsidiary not prohibited
         by the provisions of Article Five, Article Nine or any other provision
         or the Authorizing Resolution or supplemental indenture pertaining to a
         Series, and the Company need not maintain the corporate existence of an
         immaterial Subsidiary; and

                  (c) at all times keep, maintain and preserve all the property
         of the Company and its Subsidiaries in good repair, working order and
         condition (reasonable wear and tear excepted) and from time to time
         make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (c) shall
         prevent the Company from discontinuing the operation and maintenance of
         any such properties if such discontinuance is, in the judgment of the
         Company, desirable in the conduct of its business and not
         disadvantageous in any material respect to the ability of the Company
         and its Subsidiaries to pay all obligations under this Indenture when
         due.




                                      -19-


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


Section 5.01.              When Company May Merge, etc.
                           ---------------------------

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


Section 6.01.              Events of Default.
                           -----------------

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                  (1) the failure and the continuance of any such failure by the
         Company to pay interest on any Security of such Series when the same
         becomes due and payable for a period of 60 days (whether or not such
         payment is prohibited by Article Twelve or Article Thirteen hereof);



                                      -20-


                  (2) the failure by the Company to pay the principal (including
         pursuant to any sinking fund or analogous provision) or premium of any
         Security of such Series when the same becomes due and payable at
         maturity, upon acceleration or otherwise (whether or not such payment
         is prohibited by Article Twelve or Article Thirteen hereof);

                  (3) the failure by the Company to comply with any of its
         agreements or covenants in, or provisions of, the Securities of such
         Series or this Indenture (as they relate thereto) and such failure
         continues for the period and after the notice specified below;

                  (4) the Company Pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property, or

                           (D) makes a general assignment for the benefit of its
                  creditors; or

                  (5) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company as debtor in an
                  involuntary case,

                           (B) appoints a Custodian of the Company or a
                  Custodian for all or substantially all of the property of the
                  Company, or

                           (C) orders the liquidation of the Company, and the
                  order or decree remains unstayed and in effect for 60 days.

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in principal amount of the then outstanding
Securities of the applicable Series notify the Company and the Trustee, of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be


                                      -21-


remedied and state that the notice is a "Notice of Default." If such a Default
is cured within such time period, it ceases.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

Section 6.02.              Acceleration.
                           ------------

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except (unless theretofore cured) an
acceleration due to nonpayment of principal or interest on the Securities of
such Series) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

Section 6.03.              Other Remedies.
                           --------------

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default


                                      -22-


shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative.

Section 6.04.              Waiver of Existing Defaults.
                           ---------------------------

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.              Control by Majority.
                           -------------------

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Holders, (iii) that would involve the Trustee
in personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

Section 6.06.              Limitation on Suits.
                           -------------------

                  A Holder of a Series may not pursue any remedy with respect to
this Indenture or the Series unless:

                  (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default on the Series;

                  (2) the Holders of at least a 25 percent in principal amount
         of the outstanding Securities of such Series make a written request to
         the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.



                                      -23-


                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

Section 6.07.              Rights of Holders to Receive Payment.
                           ------------------------------------

                  Notwithstanding any other provision of this Indenture
(including, without limitation Section 6.06), the right of any Holder to receive
payment of principal of and interest on the Security, on or after the respective
due dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of the Holder.

Section 6.08.              Collection Suit by Trustee.
                           --------------------------

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

Section 6.09.              Trustee May File Proofs of Claim.
                           --------------------------------

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee. Nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Holder except as aforesaid
for the election of the Custodian.

Section 6.10.              Priorities.
                           ----------

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;



                                      -24-


                  Second: to Holders of the Series for amounts due and unpaid on
         the Series for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Series for principal and interest, respectively; and

                  Third:  to the Company as its interests may appear.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10.

Section 6.11.              Undertaking for Costs.
                           ---------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.


                                  ARTICLE SEVEN

                                     TRUSTEE


Section 7.01.              Duties of Trustee.
                           -----------------

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the


                                      -25-


         requirements of this Indenture. The Trustee, however, shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture but need not confirm or investigate
         the accuracy of mathematical calculations or other facts or matters
         stated therein.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 or any other direction of the
         Holders permitted hereunder.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                  (g) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

Section 7.02.              Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting on any document, resolution, certificate,
         instrument, report, or direction believed by it to be genuine and to
         have been signed or presented by the proper person. The Trustee need
         not investigate any fact or matter stated in the document, resolution,
         certificate, instrument, report, or direction.



                                      -26-


                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel or both,
         which shall conform to Sections 11.04 and 11.05 hereof and containing
         such other statements as the Trustee reasonably deems necessary to
         perform its duties hereunder. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on the
         Officers' Certificate, Opinion of Counsel or any other direction of the
         Company permitted hereunder.

                  (c) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care.

                  (d) The Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

                  (e) The Trustee may consult with counsel, and the written
         advice of such counsel or any Opinion of Counsel as to matters of law
         shall be full and complete authorization and protection in respect of
         any action taken, omitted or suffered by it hereunder in good faith and
         in accordance with the advice or opinion of such counsel.

                  (f) Unless otherwise specifically provided in the Indenture,
         any demand, request, direction or notice from the Company shall be
         sufficient if signed by an Officer of the Company.

                  (g) For all purposes under this Indenture, the Trustee shall
         not be deemed to have notice or knowledge of any Event of Default
         (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer
         assigned to and working in the Trustee's corporate trust office has
         actual knowledge thereof or unless written notice of any Event of
         Default is received by the Trustee at its address specified in Section
         11.02 hereof and such notice references the Securities generally, the
         Company or this Indenture.

Section 7.03.              Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04.              Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be


                                      -27-


accountable for any money paid to the Company, or upon the Company's direction,
if made under and in accordance with any provision of this Indenture; it shall
not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee; and it shall not be responsible for any
statement of the Company in this Indenture or in the Securities other than its
certificate of authentication.

Section 7.05.              Notice of Defaults.

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series. In the case of any default of the character specified in clause (3) of
Section 6.01 with respect to Securities of a Series, no notice to Holders of
such Securities will be given until at least 30 days after the occurrence
thereof. The Company shall certify to the trustee quarterly as to whether any
default exists.

Section 7.06.              Reports by Trustee to Holders.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(2) has occurred within the twelve months
preceding the reporting date no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to Holders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

Section 7.07.              Compensation and Indemnity.

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and


                                      -28-


agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

Section 7.08.              Replacement of Trustee.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company's consent. Such resignation or
removal shall not take effect until the appointment by the Holders or the
Company as hereinafter provided of a successor trustee and the acceptance of
such appointment by such successor trustee. The Company may remove the Trustee
and any Holder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee for any or no reason,
including if:

                  (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Holder who has been a
         Holder for at least six months;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.



                                      -29-


                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Holder.

Section 7.09.              Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

Section 7.10.              Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b).

Section 7.11.              Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


Section 8.01.              Defeasance upon Deposit of Moneys or U.S. Government
                           Obligations.

                  (a) The Company may, at its option and, subject to the
provisions of Article Twelve and Article Thirteen hereof, at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

                  (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company shall be deemed to have
been released and discharged from their respective obligations with respect to
the outstanding Securities of a


                                      -30-


Series on the date the applicable conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities of a Series, which shall
thereafter be deemed to be "outstanding" only for the purposes of the Sections
and matters under this Indenture referred to in (i) and (ii) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned, except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Securities of a Series to receive solely from the trust
fund described in paragraph (d) below and as more fully set forth in such
paragraph, payments in respect of the principal of and interest on such
Securities when such payments are due and (ii) obligations listed in Section
8.02, subject to compliance with this Section 8.01. The Company may exercise its
option under this paragraph (b) notwithstanding the prior exercise of its option
under paragraph (c) below with respect to such Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be released and
discharged from the obligations under any covenant contained in Article Five and
any other covenant contained in the Authorizing Resolution or supplemental
indenture relating to such Series to the extent provided for therein, on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities of such Series shall thereafter be
deemed to be not "outstanding" for the purpose of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(3), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.

                  (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

                  (1) The Company shall have irrevocably deposited in trust with
         the Trustee, pursuant to an irrevocable trust and security agreement in
         form and substance reasonably satisfactory to the Trustee, money or
         U.S. government obligations or a combination thereof in such amounts
         and at such times as are sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal


                                      -31-


         of and interest on the outstanding Securities of such Series to
         maturity or redemption; provided, however, that the Trustee (or other
         qualifying trustee) shall have received an irrevocable written order
         from the Company instructing the Trustee (or other qualifying trustee)
         to apply such money or the proceeds of such U.S. government obligations
         to said payments with respect to the Securities of such Series to
         maturity or redemption;

                  (2) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit;

                  (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of any of their Subsidiaries is a party or by which it or any of their
         property is bound;

                  (4) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date pertaining to such Series, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall state that, or
         (ii) in the event the Company elects paragraph (c) hereof, the Company
         shall deliver to the Trustee an Opinion of Counsel in the United
         States, in form and substance reasonably satisfactory to the Trustee,
         to the effect that, in the case of clauses (i) and (ii), Holders of the
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit and the
         defeasance contemplated hereby and will be subject to federal income
         tax in the same amounts and in the same manner and at the same times as
         would have been the case if such deposit and defeasance had not
         occurred;

                  (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel, reasonably satisfactory to the Trustee, to the effect that,
         (A) the trust funds will not be subject to the rights of Holders of
         Indebtedness of the Company other than the Securities of such Series
         and (B) assuming no intervening bankruptcy of the Company between the
         date of deposit and the 91st day following the deposit and that no
         Holder of Securities of such Series is an insider of the Company, after
         the 91st day


                                      -32-


         following the deposit, the trust funds will not be subject to any
         applicable bankruptcy, insolvency, reorganization or similar law
         affecting creditors' rights generally; and

                  (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  (e) In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series when:

                  (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust) have been
         delivered to the Trustee for cancellation or all such Securities not
         theretofore delivered to the Trustee for cancellation have become due
         and payable or will become due and payable at scheduled maturity within
         one year and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for that
         purpose an amount of money or U.S. government obligations sufficient to
         pay and discharge the entire indebtedness on the Securities not
         theretofore delivered to the Trustee for cancellation, for principal of
         and interest;

                  (2) The Company has paid or caused to be paid all other sums
         payable hereunder by the Company;

                  (3) The Company has delivered irrevocable instructions to the
         Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                  (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.





                                      -33-



Section 8.02.              Survival of the Company's Obligations.
                           -------------------------------------

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

Section 8.03.              Application of Trust Money.
                           --------------------------

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

Section 8.04.              Repayment to the Company.
                           ------------------------

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless applicable abandoned property law designates another
person and all liability of the Trustee or such Paying Agent with respect to
such money shall cease.

Section 8.05.              Reinstatement.
                           -------------

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities relating to the Series shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee is permitted to apply all such money or U.S.
government obligations in accordance with Section 8.01; provided, however, that
(a) if the Company has made any payment of interest on or principal of any
Securities of




                                      -34-


the Series because of the reinstatement of their obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. government obligations held by the Trustee and
(b) unless otherwise required by any legal proceeding or any order or judgment
of any court or governmental authority, the Trustee shall return all such money
or U.S. government obligations to the Company promptly after receiving a written
request therefor at any time, if such reinstatement of the Company's obligations
has occurred and continue to be in effect.


                                  ARTICLE NINE

                             [INTENTIONALLY OMITTED]



                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 10.01.             Without Consent of Holders.
                           --------------------------

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to or consent of any
Holder of such Series:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to make any change that does not, in the good faith
         opinion of the Board of Directors, adversely affect the interests of
         Holders of affected Securities in any material respect.;

                  (3) to comply with Article Five;

                  (4) to provide any security for or guarantees of such
         Securities;

                  (5) to add Events of Default with respect to such Securities;

                  (6) to add covenants that would benefit the Holders of
         affected Securities or to surrender any rights or powers the Company
         has under this Indenture;

                  (7) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;



                                      -35-


                  (8) to add to or change any of the provisions of the Indenture
         to such extent as shall be necessary to permit or facilitate the
         issuance of the Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                  (9) to change or eliminate any of the provisions of the
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security outstanding of any
         Series created prior to the execution of such amendment or supplemental
         indenture which is entitled to the benefit of such provision;

                  (10) to establish the form or terms of Securities of any
         Series as permitted by this Indenture;

                  (11) to evidence and provide for the acceptance of appointment
         by a successor trustee with respect to the Securities of one or more
         Series and to add to or change any of the provisions of this Indenture
         as shall be necessary to provide for or facilitate the administration
         of the trusts under this Indenture by more than one trustee, pursuant
         to the requirements of this Indenture; or

                 (12) to make any change necessary for the registration of any
         Securities under the Securities Act or to comply with the TIA, or to
         comply with any requirement of the SEC in connection with the
         qualification of the Indenture under the TIA; provided, however, that
         such modification or amendment does not, in the good faith opinion of
         the Company's board of directors and the Trustee, adversely affect the
         interests of the Holders of affected Securities in any material
         respect.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Holders.

Section 10.02.             With Consent of Holders.
                           -----------------------

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to any Holder of such
Series but with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each such Series (voting as a
single class) affected by the amendment. Each such Series shall vote as a
separate class. The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive compliance by the Company with any provision
of the Securities of such Series or of this Indenture relating to such Series
without notice to any Holder. Without the consent of each Holder of a Security
of a Series affected, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:



                                      -36-


                  (1) change the stated maturity of the principal of or any
         installment of interest with respect to the affected Securities;

                  (2) reduce the principal amount of, or the rate of interest
         on, the affected Securities;

                  (3) change the currency of payment of principal of or interest
         on the affected Securities;

                  (4) change the redemption provisions, if any, of any affected
         Securities in any manner adverse to the Holders of such Securities;

                  (5) impair the right to institute suit for the enforcement of
         any payment on or with respect to the affected Securities;

                  (6) reduce the percentage of Holders of Securities of any
         affected Series necessary to modify or amend any provision of this
         Indenture relating to such Series;

                  (7) modify this Section 10.02 or reduce the percentage of
         outstanding Securities necessary to waive any covenant or past default;

                  (8) in the case of any convertible debt securities, adversely
         affect the right to convert the affected Securities into Capital Stock
         in accordance with the provisions of the applicable Series;

                  (9) modify the subordination provisions applicable to a Series
         in a manner adverse to the Holders of Securities of such Series then
         outstanding; or

                  (10) waive a default in the payment of the principal of or
         interest on any affected Security.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Holders of any other Series.
Only the Holders of a majority in principal amount of Securities of a particular
Series may waive compliance with a provision of this Indenture relating to such
Series or the Securities of such Series having applicability solely to such
Series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.


                                      -37-



Section 10.03.             Compliance with Trust Indenture Act.
                           -----------------------------------

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

Section 10.04.             Revocation and Effect of Consents.
                           ---------------------------------

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

Section 10.05.             Notation on or Exchange of Securities.
                           -------------------------------------

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.





                                      -38-



Section 10.06.             Trustee to Sign Amendments, etc.
                           -------------------------------

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


Section 11.01.             Trust Indenture Act Controls.
                           ----------------------------

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

Section 11.02.             Notices.
                           -------

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  if to the Company:

                           Collins & Aikman Products Co.
                           5755 New King Court
                           Troy, Michigan 48098

                           Attention:





                                      -39-



                  if to the Trustee:





                           Attention:

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first class mail at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                  If the Company mails notice or communications to the Holders,
it shall mail a copy to the Trustee at the same time.

Section 11.03.             Communications by Holders with Other Holders.
                           --------------------------------------------

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

Section 11.04.             Certificate and Opinion as to Conditions Precedent.
                           --------------------------------------------------

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants, compliance with
         which constitutes a condition precedent, if




                                      -40-


         any, provided for in this Indenture relating to the proposed action or
         inaction, have been complied with and that any such section does not
         conflict with the terms of the Indenture.

Section 11.05.             Statements Required in Certificate or Opinion.
                           ----------------------------------------------

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

Section 11.06.             Rules by Trustee and Agents.
                           ---------------------------

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules for
its functions.

Section 11.07.             Legal Holidays.
                           --------------

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

Section 11.08.             Governing Law.
                           -------------

                  The laws of the State of New York shall govern this Indenture
         and the Securities of each Series.



                                      -41-



Section 11.09.             No Adverse Interpretation of Other Agreements.
                           ---------------------------------------------

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

Section 11.10.             No Recourse Against Others.
                           --------------------------

                  All liability described in paragraph 13 of the Securities of
any director, officer, employee or stockholder, as such, of the Company is
waived and released.

Section 11.11.             Successors and Assigns.
                           ----------------------

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12.             Duplicate Originals.
                           -------------------

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 11.13.             Severability.
                           ------------

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES


Section 12.01.             Securities Subordinated to Senior Indebtedness.
                           ----------------------------------------------

                  The Company covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that all Securities (except as otherwise specified as contemplated by Section
2.01) shall be issued subject to the provisions of this Article Twelve; and each
person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that the payment of principal
of, interest on and all other amounts owing in respect of the Securities will be



                                      -42-



subordinated in right of payment to the prior payment in full in cash of
principal of, interest on and all other amounts owing in respect of all of the
Company's Senior Indebtedness to the extent set forth in this Article Twelve.

Section 12.02.             No Payment on Securities in Certain Circumstances.
                           -------------------------------------------------

                  (a) If any default occurs and is continuing in the payment
when due, whether at maturity, upon any redemption, by declaration or otherwise,
of any principal of, interest on, unpaid drawings for letters of credit issued
in respect of, or regularly accruing fees with respect to, any Senior
Indebtedness, no payment of any kind or character shall be made by or on behalf
of the Company or any other Person on the Company's or its behalf with respect
to any principal of, interest on or other amounts owing in respect of the
Securities or to acquire any of the Securities for cash, property or otherwise.

                  If any other event of default occurs and is continuing with
respect to any Senior Indebtedness, as such event of default is defined in the
instrument creating or evidencing such Senior Indebtedness, permitting the
holders of such Senior Indebtedness then outstanding to accelerate the maturity
thereof and if the Representative for the respective issue of Senior
Indebtedness gives written notice of the event of default to the Trustee ( a
"default notice"), then, unless and until all events of defaults have been cured
or waived or have ceased to exist or the Trustee receives notice from the
representative for the respective issue of Senior Indebtedness terminating the
blockage period (as defined below), during the 179 days after the delivery of
such default notice (the "blockage period"), neither the Company nor any other
Person on its behalf shall:

                  (1) make any payment of any kind or character with respect to
         any principal of, interest on or other amounts owing in respect of the
         Securities; or

                  (2) acquire any of the Securities for cash, property or
         otherwise.

                  Notwithstanding anything herein to the contrary, in no event
will a blockage period extend beyond 179 days from the date the payment on the
Securities was due and only one such blockage period may be commenced within any
360 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any blockage period with respect to the Senior
Indebtedness shall be, or be made, the basis for commencement of a second
blockage period by the representative of such Senior Indebtedness whether or not
within a period of 360 consecutive days unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
blockage period that, in either case, would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing shall constitute a new event of default for this pupose).




                                      -43-


                  (b) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 12.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, but only to the extent that, upon notice from the Trustee to the holders
of Senior Indebtedness that such prohibited payment has been made, the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing on the
Senior Indebtedness, if any, and only the amounts specified in such notice to
the Trustee shall be paid to the holders of Senior Indebtedness.

Section 12.03.             Payment Over of Proceeds upon Dissolution, etc.
                           ----------------------------------------------

                  (a) Upon any payment or distribution of assets of any kind or
character, whether in cash, property or securities, to creditors of the Company
upon any total or partial liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors or marshaling of the Company's assets or
in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or the Company's property, whether voluntary
or involuntary, all principal of, interest on and all other amounts due or to
become due shall be paid, first, to all Senior Indebtedness of the Company in
full in cash, or such payment duly provided for to the satisfaction of the
holders of Senior Indebtedness, before any payment or distribution of any kind
or character is made on account of any principal of, interest on or other
amounts owing in respect of the Securities, or for the acquisition of any of the
Securities for cash, property or otherwise.

                  (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities shall be received by the Trustee or any Holder of Securities at a
time when such payment or distribution is prohibited by Section 12.03(a) and
before all obligations in respect of Senior Indebtedness are paid in full in
cash, or payment provided for, such payment or distribution shall be received
and held in trust for the benefit of, and shall be paid over or delivered to,
the holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
respective representatives, or to the trustee or trustees or agent or agents
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.



                                      -44-


                  The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 12.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).

Section 12.04.             Subrogation.
                           -----------

                  Upon the payment in full of all Senior Indebtedness, or
provision for payment, the Holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee on their behalf
would be entitled except for the provisions of this Article Twelve, and no
payment over pursuant to the provisions of this Article Twelve to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Twelve shall have been applied, pursuant to the provisions of this
Article Twelve, to the payment of all amounts payable under Senior Indebtedness,
then and in such case, the Holders of the Securities shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount required to make payment in full, or provision for payment, of such
Senior Indebtedness.

Section 12.05.             Obligations of Company Unconditional.
                           ------------------------------------

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same



                                      -45-


shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Holder of any Security or the
Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Twelve of the holders of the Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any
such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Twelve shall restrict the right of the Trustee or the
Holders of Securities to take any action to declare the Securities to be due and
payable prior to their stated maturity pursuant to Section 6.01 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the
Securities or the Trustee are entitled to receive any direct or indirect payment
from the Company of principal of or interest on the Securities.

Section 12.06.             Notice to Trustee.
                           -----------------

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities pursuant to the provisions of
this Article Twelve. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Senior Indebtedness or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until the Trustee shall have received notice in writing at
its corporate trust office to that effect signed by an Officer of the Company,
or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to
the receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section 12.06 at
least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the Company and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.
Nothing contained in this Section 12.06 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 12.03. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of any Senior Indebtedness
(or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.



                                      -46-


                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Twelve, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Twelve, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

Section 12.07.   Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

                  Upon any payment or distribution of assets or securities
referred to in this Article Twelve, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation or reorganization proceedings are pending, or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Twelve.

Section 12.08.   Trustee's Relation to Senior Indebtedness.
                 -----------------------------------------

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Twelve with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Twelve, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (except
as provided in Section 12.03(b)). The Trustee shall not be liable to any such
holders if the Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Twelve or otherwise.



                                      -47-



Section 12.09.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Company or Holders of Senior Indebtedness.
                  -------------------------------------------------------------

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. The provisions of this Article Twelve are intended to be for
the benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.

Section 12.10.    Holders Authorize Trustee To Effectuate Subordination of
                  Securities.
                  --------------------------------------------------------

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Twelve, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his
Securities in the form required in those proceedings.

Section 12.11.    This Article Not to Prevent Events of Default.
                  ---------------------------------------------

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Twelve
shall not be construed as preventing the occurrence of an Event of Default
specified in clause (1) or (2) of Section 6.01.

Section 12.12.    Trustee's Compensation Not Prejudiced.
                  -------------------------------------

                  Nothing in this Article Twelve shall apply to amounts due to
the Trustee pursuant to other sections in this Indenture.

Section 12.13.    No Waiver of Subordination Provisions.
                  -------------------------------------

                  Without in any way limiting the generality of Section 12.09,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Twelve or the obligations hereunder of the Holders of the Securities to the
holders of Senior



                                      -48-


Indebtedness, do any one or more of the following: a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

Section 12.14.    Certain Payments May Be Paid Prior to Dissolution.
                  -------------------------------------------------

                  All money and U.S. government obligations properly deposited
in trust with the Trustee pursuant to and in accordance with Article Eight shall
be for the sole benefit of the Holders and shall not be subject to this Article
Twelve.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Section 12.02, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments or
from effecting a termination of the Company's obligations under the Securities
and this Indenture as provided in Article Eight, or (ii) the application by the
Trustee of any moneys deposited with it for the purpose of making such payments
of principal of on and interest on the Securities to the Holders entitled
thereto unless at least two Business Days prior to the date upon which such
payment becomes due and payable, the Trustee shall have received the written
notice provided for in Section 12.02(b) or in Section 12.06. The Company shall
give prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Company.



                                      -49-




                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.

Dated:            , 200[ ]          COLLINS & AIKMAN CORPORATION,
                                         as Issuer


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


Dated:            , 200[ ]          -------------------------------, as Trustee


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:
(SEAL)









                                                                      Exhibit A


NO.                                                          CUSIP NO.: _______

                               [TITLE OF SECURITY]

                          COLLINS & AIKMAN CORPORATION
                             A DELAWARE CORPORATION


                  promises to pay to

or registered assigns the principal sum of                   [Dollars]a on

[Title of Security]
Interest Payment Dates:                           and
Record Dates:                               and

Authenticated:                                    Dated:

                                                  COLLINS & AIKMAN CORPORATION

                                                  [Seal]


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


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

              , as Trustee, certifies that
this is one of the Securities referred to
in the within mentioned Indenture.


By:
   ---------------------------------------
             Authorized Signatory



- ----------------------------------------
a    Or other currency. Insert corresponding provisions on reverse side of
     Security in respect of foreign currency denominations or interest payment
     requirement.




                                      A-1




                          COLLINS & AIKMAN CORPORATION

                               [TITLE OF SECURITY]


1.       Interest.
         --------

                  COLLINS & AIKMAN CORPORATION (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year until the principal is paid
or made available for payment. Interest on the Securities will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from _______________, 200[ ], provided that, if there is
no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2.       Method of Payment.
         -----------------

                  The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3.       Paying Agent and Registrar.
         --------------------------

                  Initially, [    ] (the "Trustee") will act as Paying Agent and
Registrar. The Company may change or appoint any Paying Agent, Registrar or
co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

4.       Indenture.
         ---------

                  The Company issued the Securities under an Indenture dated as
of ______________, 200[ ] ("Indenture") among the Company, the Guarantor and the
Trustee. The terms of the Securities and the Guarantee include those stated in
the Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantee are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
them.


                                      A-2




                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or supplemental indenture. Requests may be made to:
Collins & Aikman Products Co., 5755 New King Court, Troy, Michigan 48098,
Attention: ___________.

5.       Optional Redemption.2
         -------------------

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

                If redeemed during the
                  Twelve-Month period
             commencing on ___________ and
             ending on ___________ in each
                of the following years                             Percentage
     --------------------------------------------                  ----------






     [Insert provisions relating to redemption at option of Holders, if any]

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

6.       Mandatory Redemption.*
         --------------------

                  The Company shall redeem % of the aggregate principal amount
of Securities originally issued under the Indenture on each of        , which
redemptions are calculated to retire % of the Securities originally issued prior
to maturity. Such redemptions shall be made at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of


- ----------------------------
a    If applicable.



                                      A-3




Securities to be redeemed pursuant to this Paragraph 6 by the principal amount
of any Securities previously redeemed, retired or acquired, otherwise than
pursuant to this Paragraph 6, that the Company has delivered to the Trustee for
cancellation and not previously credited to the Company's obligations under this
Paragraph 6. Each such Security shall be received and credited for such purpose
by the Trustee at the redemption price and the amount of such mandatory
redemption payment shall be reduced accordingly.

7.       Denominations, Transfer, Exchange.
         ---------------------------------

                  The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8.       Persons Deemed Owners.
         ---------------------

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

9.       Unclaimed Money.
         ---------------

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10.      Amendment, Supplement, Waiver.
         -----------------------------

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment, and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series.  Without the consent of any
Securityholder, the



                                      A-4




Company and the Trustee may amend or supplement the Indenture or the Securities
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to create a
Series and establish its terms, to remove the Guarantor in respect of any Series
which, in accordance with the terms of the Indenture, ceases to be liable in
respect of its Guarantee, or to make any other change, provided such action does
not adversely affect the rights of any Securityholder.

11.      Successor Corporation.
         ---------------------

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12.      Trustee Dealings With Company.
         -----------------------------

                  [       ], the Trustee under the Indenture, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its affiliates, and may otherwise deal with the
Company or its affiliates, as if it were not Trustee.

13.      No Recourse Against Others.
         --------------------------

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

14.      Discharge of Indenture.
         ----------------------

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15.      Authentication.
         --------------

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16.      Abbreviations.
         -------------

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).



                                      A-5




                              ASSIGNMENT FORM


                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to


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

- --------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)


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

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

- --------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)
                            ----------


and irrevocably appoint


- --------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company.  The agent may
substitute another to act for him.


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


Date: ________________   Your signature: _______________________________________
                         (Sign exactly as your name appears on the other side of
                         this Security)

Signature Guarantee: ___________________________________________________________





                                      A-6

EX-4.23

                                                                    EXHIBIT 4.23

================================================================================


                    COLLINS & AIKMAN PRODUCTS CO., AS ISSUER



                                       AND



                   COLLINS & AIKMAN CORPORATION, AS GUARANTOR



                             SENIOR DEBT SECURITIES




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

                                    INDENTURE

                               DATED AS OF 200[ ]

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




                [                             ], AS TRUSTEE




================================================================================





                              CROSS-REFERENCE TABLE


           This Cross-Reference Table is not a part of the Indenture.

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

TIA                                                           Indenture
Section                                                       Section
- -------                                                       -------
310(a)(1)...............................................      7.10
(a)(2)..................................................      7.10
(a)(3)..................................................      N.A.
(a)(4)..................................................      N.A.
(b).....................................................      7.08; 7.10; 11.02
311(a)..................................................      7.11
(b).....................................................      7.11
(c).....................................................      N.A.
312(a)..................................................      2.05
(b).....................................................      11.03
(c).....................................................      11.03
313(a)..................................................      7.06
(b)(1)..................................................      N.A.
(b)(2)..................................................      7.06
(c).....................................................      11.02
(d).....................................................      7.06
314(a)..................................................      4.02; 11.02
(b).....................................................      N.A.
(c)(1)..................................................      11.04
(c)(2)..................................................      11.04
(c)(3)..................................................      N.A.
(d).....................................................      N.A.
(e).....................................................      11.05
315(a)..................................................      7.01(b)
(b).....................................................      7.05; 11.02
(c).....................................................      7.01(a)
(d).....................................................      7.01(c)
(e).....................................................      6.11
316(a)(last sentence)...................................      11.06
(a)(1)(A)...............................................      6.05
(a)(1)(B)...............................................      6.04
(a)(2)..................................................      N.A.
(b).....................................................      6.07
317(a)(1)...............................................      6.08
(a)(2)..................................................      6.09
(b).....................................................      2.04
318(a)..................................................      11.01

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

N.A. means Not Applicable.



                                      -i-



                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.

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

                                                                           Page

                                   ARTICLE ONE

               DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions...................................................1
Section 1.02.  Other Definitions.............................................4
Section 1.03.  Incorporation by Reference of Trust Indenture Act.............4
Section 1.04.  Rules of Construction.........................................5

                              ARTICLE TWO

                            THE SECURITIES

Section 2.01.  Form and Dating...............................................5
Section 2.02.  Execution and Authentication..................................8
Section 2.03.  Registrar and Paying Agent....................................9
Section 2.04.  Paying Agent to Hold Money in Trust...........................9
Section 2.05.  Holder Lists..................................................9
Section 2.06.  Transfer and Exchange........................................10
Section 2.07.  Replacement Securities.......................................10
Section 2.08.  Outstanding Securities.......................................10
Section 2.09.  Temporary Securities.........................................11
Section 2.10.  Cancellation.................................................11
Section 2.11.  Defaulted Interest...........................................12
Section 2.12.  Treasury Securities..........................................12
Section 2.13.  CUSIP Numbers................................................12
Section 2.14.  Deposit of Moneys............................................12
Section 2.15.  Book-Entry Provisions for Global Security....................13
Section 2.16.  Denominations................................................14

                             ARTICLE THREE

                              REDEMPTION

Section 3.01.  Notices to Trustee...........................................14
Section 3.02.  Selection of Securities to be Redeemed.......................15


                                      -ii-


Section 3.03.  Notice of Redemption.........................................15
Section 3.04.  Effect of Notice of Redemption...............................16
Section 3.05.  Deposit of Redemption Price..................................16
Section 3.06.  Securities Redeemed in Part..................................16

                                  ARTICLE FOUR

                                    COVENANTS

Section 4.01.  Payment of Securities........................................16
Section 4.02.  Maintenance of Office or Agency..............................16
Section 4.03.  Compliance Certificate.......................................17
Section 4.04.  Payment of Taxes; Maintenance of Corporate Existence;
                 Maintenance of Properties..................................17

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

Section 5.01.  When Company May Merge, etc..................................18

                              ARTICLE SIX

                         DEFAULTS AND REMEDIES

Section 6.01.  Events of Default............................................19
Section 6.02.  Acceleration.................................................20
Section 6.03.  Other Remedies...............................................21
Section 6.04.  Waiver of Existing Defaults..................................21
Section 6.05.  Control by Majority..........................................21
Section 6.06.  Limitation on Suits..........................................22
Section 6.07.  Rights of Holders to Receive Payment.........................22
Section 6.08.  Collection Suit by Trustee...................................22
Section 6.09.  Trustee May File Proofs of Claim.............................22
Section 6.10.  Priorities...................................................23
Section 6.11.  Undertaking for Costs........................................23

                                  ARTICLE SEVEN

                                     TRUSTEE

Section 7.01.  Duties of Trustee............................................24
Section 7.02.  Rights of Trustee............................................25
Section 7.03.  Individual Rights of Trustee.................................26


                                 -iii-


Section 7.04.  Trustee's Disclaimer.........................................26
Section 7.05.  Notice of Defaults...........................................26
Section 7.06.  Reports by Trustee to Holders................................27
Section 7.07.  Compensation and Indemnity...................................27
Section 7.08.  Replacement of Trustee.......................................27
Section 7.09.  Successor Trustee by Merger, etc.............................28
Section 7.10.  Eligibility; Disqualification................................28
Section 7.11.  Preferential Collection of Claims Against Company............29

                             ARTICLE EIGHT

                        DISCHARGE OF INDENTURE

Section 8.01.  Defeasance upon Deposit of Moneys or U.S.
               Government Obligations.......................................29
Section 8.02.  Survival of the Company's Obligations........................32
Section 8.03.  Application of Trust Money...................................32
Section 8.04.  Repayment to the Company.....................................33
Section 8.05.  Reinstatement................................................33

                             ARTICLE NINE

                               GUARANTEE

Section 9.01.  Unconditional Guarantee......................................34
Section 9.02.  Severability.................................................35
Section 9.03.  Limitation of the Guarantor's Liability......................35
Section 9.04.  Waiver of Subrogation........................................36
Section 9.05.  Execution of Guarantee.......................................36

                              ARTICLE TEN

                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01. Without Consent of Holders...................................37
Section 10.02. With Consent of Holders......................................38
Section 10.03. Compliance with Trust Indenture Act..........................40
Section 10.04. Revocation and Effect of Consents............................40
Section 10.05. Notation on or Exchange of Securities........................40
Section 10.06. Trustee to Sign Amendments, etc..............................41

                                      -iv-


                            ARTICLE ELEVEN

                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.................................41
Section 11.02. Notices......................................................41
Section 11.03. Communications by Holders with Other Holders.................42
Section 11.04. Certificate and Opinion as to Conditions Precedent...........42
Section 11.05. Statements Required in Certificate or Opinion................43
Section 11.06. Rules by Trustee and Agents..................................43
Section 11.07. Legal Holidays...............................................43
Section 11.08. Governing Law................................................43
Section 11.09. No Adverse Interpretation of Other Agreements................44
Section 11.10. No Recourse Against Others...................................44
Section 11.11. Successors and Assigns.......................................44
Section 11.12. Duplicate Originals..........................................44
Section 11.13. Severability.................................................44

SIGNATURES....................................................................

EXHIBIT A -- Form of Security



                                      -v-





                  INDENTURE dated as of          , 200[ ], by and among COLLINS
& AIKMAN PRODUCTS CO., a Delaware corporation (the "Company"), as issuer,
COLLINS & AIKMAN CORPORATION, as Guarantor and [      ] a     (the  "Trustee"),
as trustee.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01.       Definitions.

                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.




                                      -2-

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

                  "Guarantee" means the Guarantee of the Securities by the
Guarantor under this Indenture.

                  "Guarantor" means Collins & Aikman Corporation, a Delaware
Corporation.

                  "Holder" or "Holder" means the person in whose name a Security
is registered on the Registrar's books.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "Insolvency or Liquidation Proceeding" means, with respect to
any Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.




                                      -3-

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the security.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means any Securities that are issued under this
Indenture.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.

                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "United States" means the United States of America.

                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally Guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as


                                      -4-


required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. government obligation or the specific
payment of interest on or principal of the U.S. government obligation evidenced
by such depositary receipt.

                  Section 1.02.       Other Definitions.

                                                                       Defined
Term                                                                  in Section
- ----                                                                  ----------
"Agent Members".............................................            2.15
"Business Day"..............................................            11.07
"Custodian".................................................            6.01
"Depository"................................................            2.15
"Event of Default"..........................................            6.01
"Legal Holiday".............................................            11.07
"Paying Agent"..............................................            2.03
"Registrar".................................................            2.03

                  Section 1.03.       Incorporation by Reference of Trust
                                      Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, the
Guarantor, or any other obligor on the Securities of a Series or any Guarantees
thereof.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.


                                      -5-


                  Section 1.04.       Rules of Construction.

                  Unless the context otherwise requires:

                   (1)     a term has the meaning assigned to it;

                   (2)     an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP;

                   (3)     "or" is not exclusive;

                   (4)     words in the singular include the plural, and in the
         plural include the singular; and

                   (5)     provisions apply to successive events and
         transactions.


                                   ARTICLE TWO

                                 THE SECURITIES


                  Section 2.01.       Form and Dating.


                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the
Securities of the Series, which may include the following:

                   (1)     the title of such Series;

                   (2)     the aggregate principal amount of Securities and any
                           limit on any such aggregate principal amount;

                   (3)     the price (expressed as a percentage of the principal
                           amount thereof) at which such Securities will be
                           issued and, if other than the principal amount
                           thereof, the portion of the principal amount thereof
                           payable upon declaration of acceleration of the
                           maturity thereof;

                   (4)     if convertible into shares of Capital Stock, the
                           terms on which such Securities are convertible,
                           including the initial conversation price, the
                           conversion period, any events requiring an adjustment
                           of the applicable

                                      -6-


                           conversion price and any requirements relating to the
                           reservation of such Capital Stock for purposes of
                           conversion;

                   (5)     the date(s), or the method for determining such date
                           or dates, on which the principal of such Securities
                           will be payable and, if applicable, the terms on
                           which such maturity may be extended;

                   (6)     the rate(s) (which may be fixed or floating), or the
                           method by which such rate or rates shall be
                           determined, at which such Securities will bear
                           interest, if any;

                   (7)     the date(s), or the method for determining such date
                           or dates, from which any such interest will accrue,
                           the dates on which any such interest will be payable,
                           the record dates for such interest payment dates, or
                           the method by which such dates shall be determined,
                           the Person to whom such interest shall be payable,
                           and the basis upon which interest shall be calculated
                           if other than that of a 360-day year of twelve 30-day
                           months;

                   (8)     the place(s) where the principal of and interest, if
                           any, on such Securities will be payable, where such
                           Securities may be surrendered for registration of
                           transfer or exchange and where notices or demands to
                           or upon the Company in respect of such Securities and
                           this Indenture may be served;

                   (9)     the period(s), if any, within which, the price or
                           prices at which and the other terms and conditions
                           upon which such Securities may, pursuant to any
                           optional or mandatory redemption provisions, be
                           redeemed, as a whole or in part, at the Company's
                           option;

                  (10)     the Company's obligation, if any, to redeem, repay or
                           repurchase such Securities pursuant to any sinking
                           fund or analogous provision or at the option of a
                           Holder thereof, and the period or periods within
                           which, the price or prices at which and the other
                           terms and conditions upon which such Securities will
                           be redeemed, repaid or purchased, as a whole or in
                           part, pursuant to such obligations;

                  (11)     if other than U.S. dollars, the currency or
                           currencies in which the principal of and interest, if
                           any, on such Securities are denominated and payable,
                           which may be a foreign currency or units of two or
                           more foreign currencies or a composite currency or
                           currencies, and the terms and conditions relating
                           thereto;

                                      -7-


                  (12)     whether the amount of payments of principal of or
                           interest, if any, on such Securities may be
                           determined with reference to an index, formula or
                           other method (which index, formula or method may, but
                           need not be, based on the yield on or trading price
                           of other securities, including United States Treasury
                           securities, or on a currency, currencies, currency
                           unit or units, or composite currency or currencies)
                           and the manner in which such amounts shall be
                           determined;

                  (13)     whether the principal of or interest, if any, on such
                           Securities are to be payable, at the election of the
                           Company or a Holder thereof, in a currency or
                           currencies, currency unit or units or composite
                           currency or currencies other than that in which such
                           Securities are denominated or stated to be payable
                           and the period or periods within which, and the terms
                           and conditions upon which, such election may be made;

                  (14)     provisions, if any, granting special rights to the
                           Holders of such Securities upon the occurrence of
                           such events as may be specified;

                  (15)     any deletions from, modifications of or additions to
                           Articles Four, Five or Six hereof with respect to
                           such Securities, whether or not such modifications or
                           additions are consistent with Articles Four, Five or
                           Six hereof;

                  (16)     whether such Securities are to be issuable initially
                           in temporary global form and whether any Securities
                           of such Series are to be issuable in permanent global
                           form and, if so, whether beneficial owners of
                           interests in any such security in permanent global
                           form may exchange such interests for such Securities
                           and of like tenor of any authorized form and
                           denomination and the circumstances under which any
                           such exchanges may occur, if other than in the manner
                           provided in the applicable indenture, and, if such
                           Securities are to be issuable as a global Security,
                           the identity of the depositary for such Securities;

                  (17)     the applicability, if any, of Article Eight of this
                           Indenture to the Securities of the Series;

                  (18)     if exchangeable into another Series of Securities,
                           the terms on which such Securities are exchangeable;

                  (19)     any Guarantees of such Securities;

                                      -8-


                  (20)     whether such securities are to be issued at a
                           discount below their principal amount and whether
                           less than the entire principal amount of such
                           Securities will be payable upon any acceleration of
                           the maturity thereof;

                  (21)     if other than denominations of $1,000 and any
                           integral multiple thereof, the denominations in which
                           such Securities shall be issuable; and

                  (22)     any other terms of the Series of Securities and any
                           additions, deletions or modifications to this
                           Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

                  Section 2.02.       Execution and Authentication.

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities. The Guarantor shall execute the Guarantee in the manner set forth in
Section 9.05.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

                  Section 2.03.       Registrar and Paying Agent.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and


                                      -9-


exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

                  Section 2.04.       Paying Agent to Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.

                  Section 2.05.       Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least 5 Business Days before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Holders.

                  Section 2.06.       Transfer and Exchange.

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or



                                      -10-


exchange any Security selected for redemption, except the unredeemed part
thereof if the Security is redeemed in part, or transfer or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed. Any exchange or transfer shall be without charge, except that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto except in the case
of exchanges pursuant to 2.09, 3.06, or 10.05 not involving any transfer.

                  Any Holder of a global Security shall, by acceptance of such
global Security, agree that transfers of beneficial interests in such global
Security may be effected only through a book entry system maintained by the
Holder of such global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

                  Section 2.07.       Replacement Securities.

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge for its expenses in replacing a Security.

                  Section 2.08.       Outstanding Securities.

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does not cease to be outstanding because
the Company, the Guarantor or one of their Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                                      -11-


                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  Section 2.09.       Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company and the
Guarantor shall execute and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities authenticated and delivered hereunder.

                  Section 2.10.       Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

                  Section 2.11.       Defaulted Interest.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

                                      -12-


                  Section 2.12.       Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company, the Guarantor or any of
their respective Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so considered.

                  Section 2.13.       CUSIP Numbers.

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

                  Section 2.14.       Deposit of Moneys.


                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.

                  Section 2.15.       Book-Entry Provisions for Global Security.

                  (a)      Any global Security of a Series initially shall (i)
be registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the




                                      -13-


Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Security.

                  (b)      Transfers of any global Security shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any global Security to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more definitive
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the global Security in an amount equal to
the principal amount of the beneficial interest in the global Security to be
transferred, and the Company and the Guarantor shall execute, and the Trustee
shall authenticate and deliver, one or more definitive Securities of like tenor
and amount.

                  (d)      In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company and the Guarantor shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depository in exchange for
its beneficial interest in the global Security, an equal aggregate principal
amount of definitive Securities of authorized denominations.

                  (e)      The Holder of any global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

                  Section 2.16.       Denominations.

                  The Securities of each Series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to any
Series, the Securities of such Series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

                                      -14-


                                  ARTICLE THREE

                                   REDEMPTION

                  Section 3.01.       Notices to Trustee.

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

                  Section 3.02.       Selection of Securities to be Redeemed.

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.

                                      -15-


                  Section 3.03.       Notice of Redemption.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                   (1)     the redemption date;

                   (2)     the redemption price;

                   (3)     the name and address of the Paying Agent;

                   (4)     that Securities called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;

                   (5)     that interest on Securities called for redemption
         ceases to accrue on and after the redemption date; and

                   (6)     that the Securities are being redeemed pursuant to
         the mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

                  Section 3.04.       Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

                  Section 3.05.       Deposit of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.

                                      -16-


                  Section 3.06.       Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Company and the Guarantor shall execute and the Trustee shall authenticate for
each Holder a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


                  Section 4.01.       Payment of Securities.

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

                  Section 4.02.       Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

                  Section 4.03.       Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

                                      -17-


                  Section 4.04.       Payment of Taxes; Maintenance of
                                      Corporate Existence; Maintenance of
                                      Properties.

                  The Company will:

                  (a) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Subsidiaries or upon the income or profits of the Company and
         its Subsidiaries or upon property or any part thereof belonging to the
         Company and its Subsidiaries before the same shall be in default, as
         well as all lawful claims for labor, materials and supplies which, if
         unpaid, might become a lien or charge upon such property or any part
         thereof; provided, however, that the Company shall not be required to
         cause to be paid or discharged any such tax, assessment, charge, levy
         or claim so long as the validity or amount thereof shall be contested
         in good faith by appropriate proceedings and the nonpayment thereof
         does not, in the judgment of the Company, materially adversely affect
         the ability of the Company and its Subsidiaries to pay all obligations
         under the Indenture when due; and provided further that the Company
         shall not be required to cause to be paid or discharged any such tax,
         assessment, charge, levy or claim if, in the judgment of the Company,
         such payment shall not be advantageous to the Company in the conduct of
         its business and if the failure so to pay or discharge does not, in its
         judgment, materially adversely affect the ability of the Company and
         its Subsidiaries to pay all obligations under this Indenture when due;

                  (b) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and
         each of its Subsidiaries and to comply with all applicable laws;
         provided, however, that nothing in this subsection (b) shall prevent a
         consolidation or merger of the Company or any Subsidiary not prohibited
         by the provisions of Article Five, Article Nine or any other provision
         or the Authorizing Resolution or supplemental indenture pertaining to a
         Series, and the Company need not maintain the corporate existence of an
         immaterial Subsidiary; and

                  (c) at all times keep, maintain and preserve all the property
         of the Company and its Subsidiaries in good repair, working order and
         condition (reasonable wear and tear excepted) and from time to time
         make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (c) shall
         prevent the Company from discontinuing the operation and maintenance of
         any such properties if such discontinuance is, in the judgment of the
         Company, desirable in the conduct of its

                                      -18-


         business and not disadvantageous in any material respect to the
         ability of the Company and its Subsidiaries to pay all obligations
         under this Indenture when due.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


                  Section 5.01.       When Company May Merge, etc.

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


                  Section 6.01.       Events of Default.

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                                      -19-


                   (1) the failure and the continuance of any such failure by
         the Company to pay interest on any Security of such Series when the
         same becomes due and payable for a period of 30 days;

                   (2) the failure by the Company to pay the principal
         (including pursuant to any sinking fudn or analogous provision) or
         premium of any Security of such Series when the same becomes due and
         payable at maturity, upon acceleration or otherwise;

                   (3) the failure by the Company to comply with any of its
         agreements or covenants in, or provisions of, the Securities of such
         Series, the Guarantees (as they relate thereto) or this Indenture (as
         they relate thereto) and such failure continues for the period and
         after the notice specified below;

                   (4)     the Company or the Guarantor of Securities of such
         Series pursuant to or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
                   against it in an involuntary case,

                           (C)      consents to the appointment of a Custodian
                   of it or for all or substantially all of its property, or

                           (D)      makes a general assignment for the benefit
                   of its creditors; or

                   (5)     a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company or the
                  Guarantor of Securities of such Series as debtor in an
                  involuntary case,

                           (B)      appoints a Custodian of the Company or the
                  Guarantor of Securities of such Series or a Custodian for all
                  or substantially all of the property of the Company or the
                  Guarantor, or

                           (C)      orders the liquidation of the Company or the
                  Guarantor of Securities of such Series,

         and the order or decree remains unstayed and in effect for 60 days.

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in



                                      -20-


principal amount of the then outstanding Securities of the applicable Series
notify the Company and the Trustee, of the Default and the Company does not cure
the Default within 60 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default." If such a Default is cured within such time period, it ceases.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

                  Section 6.02.       Acceleration.

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except (unless theretofor cured) an
acceleration due to nonpayment of principal or interest on the Securities of
such Series) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

                  Section 6.03.       Other Remedies.

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                                      -21-


                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  Section 6.04.       Waiver of Existing Defaults.

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                  Section 6.05.       Control by Majority.

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Holders, (iii) that would involve the Trustee
in personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

                  Section 6.06.       Limitation on Suits.

                    A Holder of a Series may not pursue any remedy with respect
to this Indenture or the Series unless:

                    (1) the Holder gives to the Trustee written notice of a
continuing Event of Default on the Series;

                    (2) the Holders of at least 25 percent of the outstanding
Securities of such Series make a written request to the Trustee to pursue the
remedy;

                    (3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

                    (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and

                                      -22-


                    (5) no written request inconsistent with such written
request shall have been given to the Trustee pursuant to this Section 6.06.

                    A Holder may not use this Indenture to prejudice the rights
of another Holder or to obtain a preference or priority over another Holder.

                  Section 6.07.       Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to
receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

                  Section 6.08.       Collection Suit by Trustee.

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

                  Section 6.09.       Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee. Nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Holder except as aforesaid
for the election of the Custodian.

                  Section 6.10.       Priorities.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                                      -23-


                    First: to the Trustee for amounts due under Section 7.07;

                    Second: to Holders of the Series for amounts due and unpaid
          on the Series for principal and interest, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Series for principal and interest, respectively; and

                  Third:  to the Company or the Guarantor as their interests may
          appear.

                  The Trustee may fix a record date and payment date for any
          payment to Holders pursuant to this Section 6.10.

                  Section 6.11.       Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.


                                  ARTICLE SEVEN

                                     TRUSTEE


                  Section 7.01.       Duties of Trustee.
                                      -----------------

                  (a)      If an Event of Default has occurred and is
continuing, the Trustee shall, prior to the receipt of directions from the
Holders of a majority in principal amount of the Securities, exercise its rights
and powers and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b)      Except during the continuance of an Event of Default:

                   (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                                      -24-


                   (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. The Trustee, however, shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture but need not confirm or investigate the
         accuracy of mathematical calculations or other facts or matters stated
         therein.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                    (1) This paragraph does not limit the effect of paragraph
         (b) of this Section.

                    (2) The Trustee shall not be liable for any error of
          judgment made in good faith by a Trust Officer, unless it is proved
          that the Trustee was negligent in ascertaining the pertinent facts.

                    (3) The Trustee shall not be liable with respect to any
          action it takes or omits to take in good faith in accordance with a
          direction received by it pursuant to Section 6.05 or any other
          direction of the Holders permitted hereunder.

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

                  (e)      The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

                  (g)      None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

                  Section 7.02.       Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting on any document, resolution, certificate,
         instrument, report, or direction



                                      -25-


          believed by it to be genuine and to have been signed or presented by
          the proper person. The Trustee need not investigate any fact or matter
          stated in the document, resolution, certificate, instrument, report,
          or direction.

                    (b) Before the Trustee acts or refrains from acting, it may
          require an Officers' Certificate or an Opinion of Counsel or both,
          which shall conform to Sections 11.04 and 11.05 hereof and containing
          such other statements as the Trustee reasonably deems necessary to
          perform its duties hereunder. The Trustee shall not be liable for any
          action it takes or omits to take in good faith in reliance on the
          Officers' Certificate, Opinion of Counsel or any other direction of
          the Company permitted hereunder.

                    (c) The Trustee may act through agents and shall not be
          responsible for the misconduct or negligence of any agent appointed
          with due care.

                    (d) The Trustee shall not be liable for any action taken,
          suffered or omitted by it in good faith and believed by it to be
          authorized or within the discretion or rights or powers conferred upon
          it by this Indenture.

                    (e) The Trustee may consult with counsel, and the written
          advice of such counsel or any Opinion of Counsel as to matters of law
          shall be full and complete authorization and protection in respect of
          any action taken, omitted or suffered by it hereunder in good faith
          and in accordance with the advice or opinion of such counsel.

                    (f) Unless otherwise specifically provided in the Indenture,
          any demand, request, direction or notice from the Company shall be
          sufficient if signed by an Officer of the Company.

                    (g) For all purposes under this Indenture, the Trustee shall
          not be deemed to have notice or knowledge of any Event of Default
          (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer
          assigned to and working in the Trustee's corporate trust office has
          actual knowledge thereof or unless written notice of any Event of
          Default is received by the Trustee at its address specified in Section
          11.02 hereof and such notice references the Securities generally, the
          Company or this Indenture.

                    Section 7.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

                                      -26-


                  Section 7.04.       Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

                  Section 7.05.       Notice of Defaults.

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series. In the case of any default of the character specified in clause (3) of
Section 6.01 with respect to Securities of a Series, no notice to Holders of
such Securities will be given until at least 30 days after the occurrence
thereof. The Company shall certify to the trustee quarterly as to whether any
default exists.

                  Section 7.06.       Reports by Trustee to Holders.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(2) has occurred within the twelve months
preceding the reporting date no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to Holders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

                  Section 7.07.       Compensation and Indemnity.

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement



                                      -27-


between the Trustee and the Company. The Company shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel. The Company shall indemnify the Trustee and each predecessor
trustee, its officers, directors, employees and agents and hold it harmless
against any loss, liability or expense incurred or made by or on behalf of it in
connection with the administration of this Indenture or the trust hereunder and
its duties hereunder including the costs and expenses of defending itself
against or investigating any claim in the premises. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company need
not reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through the Trustee's, or its officers', directors', employees' or
agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

                  Section 7.08.       Replacement of Trustee.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company's consent. Such resignation or
removal shall not take effect until the appointment by the Holders or the
Company as hereinafter provided of a successor trustee and the acceptance of
such appointment by such successor trustee. The Company may remove the Trustee
and any Holder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee for any or no reason,
including if:

                   (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Holder who has been a
         Holder for at least six months;

                   (2)     the Trustee is adjudged a bankrupt or an insolvent;

                   (3)     a receiver or other public officer takes charge of
         the Trustee or its property; or

                   (4)     the Trustee becomes incapable of acting.

                                      -28-


                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Holder.

                  Section 7.09.       Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

                  Section 7.10.       Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b).

                  Section 7.11.       Preferential Collection of Claims Against
                                      Company.

                  The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                      -29-



                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


                  Section 8.01.       Defeasance upon Deposit of Moneys or
                                      U.S. Government Obligations.

                  (a)      The Company may, at its option and at any time, elect
to have either paragraph (b) or paragraph (c) below be applied to the
outstanding Securities of any Series upon compliance with the applicable
conditions set forth in paragraph (d).

                  (b)      Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (b), the Company and the Guarantor shall
be deemed to have been released and discharged from their respective obligations
with respect to the outstanding Securities of a Series on the date the
applicable conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Securities of a Series, which shall thereafter be deemed to
be "outstanding" only for the purposes of the Sections and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities of a Series to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and (ii) obligations listed in Section 8.02, subject to compliance with
this Section 8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to such Securities.

                  (c)      Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (c), the Company and the Guarantor shall
be released and discharged from the obligations under any covenant contained in
Article Five and any other covenant contained in the Authorizing Resolution or
supplemental indenture relating to such Series to the extent provided for
therein, on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities of such Series shall
thereafter be deemed to be not "outstanding" for the purpose of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder. For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Securities of a Series,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or


                                      -30-


indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(3), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.

                  (d)      The following shall be the conditions to application
of either paragraph (b) or paragraph (c) above to the outstanding Securities of
the applicable Series:

                   (1) The Company shall have irrevocably deposited in trust
         with the Trustee, pursuant to an irrevocable trust and security
         agreement in form and substance reasonably satisfactory to the Trustee,
         money or U.S. government obligations or a combination thereof in such
         amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of and interest on the outstanding Securities of such
         Series to maturity or redemption; provided, however, that the Trustee
         (or other qualifying trustee) shall have received an irrevocable
         written order from the Company instructing the Trustee (or other
         qualifying trustee) to apply such money or the proceeds of such U.S.
         government obligations to said payments with respect to the Securities
         of such Series to maturity or redemption;

                   (2)     No Default or Event of Default shall have occurred
         and be continuing on the date of such deposit;

                   (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of any of their Subsidiaries is a party or by which it or any of their
         property is bound;

                   (4) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date pertaining to such Series, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall state that, or
         (ii) in the event the Company elects paragraph (c) hereof, the Company
         shall deliver to the Trustee an Opinion of Counsel in the United
         States, in form and substance reasonably satisfactory to the Trustee,
         to the effect that, in the case of clauses (i) and (ii), Holders of the
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit and the
         defeasance contemplated hereby and will be subject to

                                      -31-


         federal income tax in the same amounts and in the same manner and at
         the same times as would have been the case if such deposit and
         defeasance had not occurred;

                   (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                   (6) The Company shall have delivered to the Trustee an
         Opinion of Counsel, reasonably satisfactory to the Trustee, to the
         effect that, (A) the trust funds will not be subject to the rights of
         Holders of Indebtedness of the Company other than the Securities of
         such Series and (B) assuming no intervening bankruptcy of the Company
         between the date of deposit and the 91st day following the deposit and
         that no Holder of Securities of such Series is an insider of the
         Company, after the 91st day following the deposit, the trust funds will
         not be subject to any applicable bankruptcy, insolvency, reorganization
         or similar law affecting creditors' rights generally; and

                   (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  (e)      In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series, and the obligations of the Guarantor shall
terminate with respect to such Series (subject to Section 8.02), when:

                   (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust) have been
         delivered to the Trustee for cancellation or all such Securities not
         theretofore delivered to the Trustee for cancellation have become due
         and payable or will become due and payable at scheduled maturity within
         one year and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for that
         purpose an amount of money or U.S. government obligations sufficient to
         pay and



                                      -32-


          discharge the entire indebtedness on the Securities not theretofore
          delivered to the Trustee for cancellation, for principal of and
          interest;

                   (2) The Company has paid or caused to be paid all other
         sums payable hereunder by the Company;

                   (3) The Company has delivered irrevocable instructions to
         the Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                   (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.

                  Section 8.02.       Survival of the Company's Obligations.

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

                  Section 8.03.       Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

                  Section 8.04.       Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to the money must look to the



                                      -33-


Company or the Guarantor for payment as general creditors unless applicable
abandoned property law designates another person and all liability of the
Trustee or such Paying Agent with respect to such money shall cease.

                  Section 8.05.       Reinstatement.

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and the Guarantor's obligations under this Indenture and the Securities relating
to the Series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee is permitted to apply
all such money or U.S. government obligations in accordance with Section 8.01;
provided, however, that (a) if the Company has made any payment of interest on
or principal of any Securities of the Series because of the reinstatement of
their obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. government
obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee shall return all such money or U.S. government obligations to the
Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company's obligations has occurred and continue to be in
effect.


                                  ARTICLE NINE

                                    GUARANTEE


                  Section 9.01.       Unconditional Guarantee.

                  Subject to any other provisions set forth in the Authorizing
Resolution or supplemental indenture relating to a particular Series, the
Guarantor hereby unconditionally Guarantees (the "Guarantee") to each Holder of
Securities of such Series authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, that: (i) the principal of and interest
on the Securities of such Series will be promptly paid in full when due, subject
to any applicable grace period, whether at maturity, by acceleration or
otherwise and interest on the overdue principal, if any, and interest on any
interest of the Securities of such Series and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder, except
obligations to pay principal and interest on any other Series not so Guaranteed,
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (ii) in case of any extension of time of payment or
renewal of any Securities of such Series or of any such other obligations, the
same will be promptly paid



                                      -34-


in full when due or performed in accordance with the terms of the extension or
renewal, subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in Section 9.04. The Guarantor hereby agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Securities of such Series or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Securities of such Series with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of the Guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities of the applicable
Series, this Indenture and in the Guarantee. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantor, or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or the Guarantor, any amount paid by the Company or the Guarantor
to the Trustee or such Holder, the Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor further
agrees that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations Guaranteed
hereby may be accelerated as provided in Article Six for the purposes of the
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations Guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in Article Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of the Guarantee.

                  Section 9.02.       Severability.

                  In case any provision of the Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


                                      -35-


                  Section 9.03.       Limitation of the Guarantor's Liability.

                  The Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the Guarantee by the
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and the Guarantor hereby
irrevocably agree that the obligations of the Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of the Guarantor, result in the obligations of
such Guarantor under the Guarantee not constituting such fraudulent transfer or
conveyance.

                  Section 9.04.       Waiver of Subrogation.

                  Until all Guaranteed obligations under this Indenture and with
respect to all Securities of an applicable Series are paid in full, the
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Guarantor's obligations under the Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any


                                      -36-


claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to the Guarantor in
violation of the preceding sentence and the Securities of the applicable Series
shall not have been paid in full, such amount shall have been deemed to have
been paid to the Guarantor for the benefit of, and held in trust for the benefit
of, the Holders of the Securities of the applicable Series, and shall forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Securities of the applicable Series, whether matured or
unmatured, in accordance with the terms of this Indenture. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 9.04 is knowingly made in contemplation of such benefits.

                  Section 9.05.       Execution of the Guarantee.

                  To evidence its Guarantee to the Holders set forth in this
Article Nine, the Guarantor hereby agrees to execute the Guarantee in
substantially the form included in Exhibit A or in any such other form set forth
in the Authorizing Resolution or supplemental indenture pertaining to the
applicable Series, which shall be endorsed on each Security ordered to be
authenticated and delivered by the Trustee. The Guarantor hereby agrees that its
Guarantee set forth in this Article Nine shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee. The Guarantee shall be signed on behalf of the Guarantor by two
Officers, or an Officer and an Assistant Secretary or one Officer shall sign and
one Officer or an Assistant Secretary (each of whom shall, in each case, have
been duly authorized by all requisite corporate actions) shall attest to such
Guarantee prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor. Such signatures upon the Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to be such officer before the Security on which such Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Guarantee had not ceased to
be such officer of the Guarantor.

                                      -37-



                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


                  Section 10.01.      Without Consent of Holders.

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to or
consent of any Holder of such Series:

                   (1)     to cure any ambiguity, omission, defect or
         inconsistency;

                   (2) to make any change that does not, in the good faith
         opinion of the Board of Directors, adversely affect the interests of
         Holders of affected Securities in any material respect.;

                   (3)     to comply with Article Five;

                   (4)     to provide any security for or Guarantees of such
         Securities;

                   (5)     to add Events of Default with respect to such
         Securities;

                   (6)     to add covenants that would benefit the Holders of
         affected Securities or to surrender any rights or powers the Company
         has under this Indenture;

                   (7)     to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                   (8) to add to or change any of the provisions of the
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of the Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                   (9) to change or eliminate any of the provisions of the
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security outstanding of any
         Series created prior to the execution of such amendment or supplemental
         indenture which is entitled to the benefit of such provision;

                  (10)     to establish the form or terms of Securities of any
         Series as permitted by this Indenture;

                                      -38-


                  (11) to evidence and provide for the acceptance of appointment
         by a successor trustee with respect to the Securities of one or more
         Series and to add to or change any of the provisions of this Indenture
         as shall be necessary to provide for or facilitate the administration
         of the trusts under this Indenture by more than one trustee, pursuant
         to the requirements of this Indenture; or

                  (12) to make any change necessary for the registration of any
         Securities under the Securities Act or to comply with the TIA, or to
         comply with any requirement of the SEC in connection with the
         qualification of the Indenture under the TIA; provided, however, that
         such modification or amendment does not, in the good faith opinion of
         the Company's board of directors and the Trustee, adversely affect the
         interests of the Holders of affected Securities in any material
         respect.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Holders.

                  Section 10.02.      With Consent of Holders.

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to any
Holder of such Series but with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each such Series
(voting as a single class) affected by the amendment. Each such Series shall
vote as a separate class. The Holders of a majority in principal amount of the
outstanding Securities of any Series may waive compliance by the Company with
any provision of the Securities of such Series or of this Indenture relating to
such Series without notice to any Holder. Without the consent of each Holder of
a Security of a Series affected, however, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:

                   (1) change the stated maturity of the principal of or any
         installment of interest with respect to the affected Securities;

                   (2) reduce the principal amount of, or the rate of
         interest on, the affected Securities;

                   (3) change the currency of payment of principal of or
         interest on the affected Securities;

                   (4) change the redemption provisions, if any, of any
         affected Securities in any manner adverse to the Holders of such
         Securities;

                                      -39-


                   (5) impair the right to institute suit for the
         enforcement of any payment on or with respect to the affected
         Securities;

                   (6) reduce the percentage of Holders of Securities of
         any affected Series necessary to modify or amend any provision of this
         Indenture relating to such Series;

                   (7) modify this Section 10.02 or reduce the percentage of
         outstanding Securities necessary to waive any covenant or past
         default;

                   (8) in the case of any convertible debt securities, adversely
         affect the right to convert the affected Securities into Capital Stock
         in accordance with the provisions of the applicable Series; or

                   (9) waive a default in the payment of the principal of or
         interest on any affected Security.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Holders of any other Series.
Only the Holders of a majority in principal amount of Securities of a particular
Series may waive compliance with a provision of this Indenture relating to such
Series or the Securities of such Series having applicability solely to such
Series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

                  Section 10.03.      Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

                  Section 10.04.      Revocation and Effect of Consents.

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any



                                      -40-


Series entitled to consent to any amendment, supplement or waiver, which record
date shall be at least 10 days prior to the first solicitation of such consent.
If a record date is fixed, then notwithstanding the last sentence of the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

                  Section 10.05.      Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

                  Section 10.06.      Trustee to Sign Amendments, etc.

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing or refusing to sign such amendment or supplemental
indenture, the Trustee shall be entitled to receive and shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment or supplemental indenture is authorized
or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.


                                      -41-


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


                  Section 11.01.      Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                  Section 11.02.      Notices.

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  if to the Company or to the Guarantor:

                           Collins & Aikman Products Co.
                           5755 New King Court
                           Troy, Michigan  48098

                           Attention:

                  if to the Trustee:




                           Attention:

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first class mail at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                                      -42-


                  If the Company mails notice or communications to the Holders,
it shall mail a copy to the Trustee at the same time.

                  Section 11.03.      Communications by Holders with Other
                                      Holders.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

                  Section 11.04.      Certificate and Opinion as to Conditions
                                      Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                   (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                   (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants, compliance with
         which constitutes a condition precedent, if any, provided for in this
         Indenture relating to the proposed action or inaction, have been
         complied with and that any such section does not conflict with the
         terms of the Indenture.

                  Section 11.05.      Statements Required in Certificate or
                                      Opinion.


                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                   (1)     a statement that the person making such certificate
         or opinion has read such covenant or condition;

                   (2)     a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                                      -43-


                   (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                   (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

                  Section 11.06.      Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules for
its functions.

                  Section 11.07.      Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

                  Section 11.08.      Governing Law.

                  The laws of the State of New York shall govern this Indenture,
the Securities of each Series and the Guarantees.

                  Section 11.09.      No Adverse Interpretation of Other
                                      Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

                  Section 11.10.      No Recourse Against Others.

                  All liability described in paragraph 13 of the Securities of
any director, officer, employee or stockholder, as such, of the Company is
waived and released.

                  Section 11.11.      Successors and Assigns.

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

                                      -44-


                  Section 11.12.      Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

                  Section 11.13.      Severability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.







                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.

Dated:         , 200[ ]                        COLLINS & AIKMAN PRODUCTS CO., as
                                                 Issuer


                                               By:______________________________
                                                      Name:
                                                      Title:


Dated:         , 200[ ]                        COLLINS & AIKMAN CORPORATION, as
                                                 Guarantor


                                               By:______________________________
                                                      Name:
                                                      Title:

Dated:         , 200[ ]                        ____________________, as Trustee



                                               By:______________________________
                                                      Name:
                                                      Title:



(SEAL)





                                                                       EXHIBIT A


NO.                                                           CUSIP NO.: _______


                               [TITLE OF SECURITY]


                          COLLINS & AIKMAN PRODUCTS CO.
                             A DELAWARE CORPORATION


promises to pay to


or registered assigns
the principal sum of                                        [Dollars](a) on

[Title of Security]
Interest Payment Dates:                                  and
Record Dates:                                      and

Authenticated:                                     Dated:

                                                   COLLINS & AIKMAN PRODUCTS CO.

                                                   [Seal]


                                                   By:__________________________
                                                       Title:


                                                   By:__________________________
                                                       Title:


____________________

(a)     Or other currency. Insert corresponding provisions on reverse side of
        Security in respect of foreign currency denomination or interest payment
        requirement.


                                      A-1





                     , as Trustee, certifies that
this is one of the Securities referred to in the
within mentioned Indenture.


By:________________________________________
            Authorized Signatory











                                      A-2


                          COLLINS & AIKMAN PRODUCTS CO.

                               [TITLE OF SECURITY]


1.       Interest.

                  COLLINS & AIKMAN PRODUCTS CO. (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year until the principal is paid
or made available for payment. Interest on the Securities will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from _______________, 200[ ] , provided that, if there
is no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2.       Method of Payment.

                  The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3.       Paying Agent and Registrar.

                  Initially, [ ] (the "Trustee") will act as Paying Agent and
Registrar. The Company may change or appoint any Paying Agent, Registrar or
co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture dated as
of ________________, 200[ ] ("Indenture") among the Company, the Guarantor and
the Trustee. The terms of the Securities and the Guarantee include those stated
in the Indenture (including those terms set forth in the Authorizing Resolution
or supplemental indenture pertaining to the Securities of the Series of which
this Security is a part) and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 ("TIA") as in effect on the date of the
Indenture. The Securities and the Guarantee are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of them.

                                      A-3


                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: Collins & Aikman
Products Co., 5755 New King Court, Troy, Michigan 48098, Attention: ___________.

5.       Optional Redemption.(a)

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

            If redeemed during the Twelve-Month
              period commencing on ___________
             and ending on ___________ in each
                  of the following years                   Percentage
      -----------------------------------------------      ----------






                  [Insert provisions relating to redemption at option of
Holders, if any]

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

6.       Mandatory Redemption.*

                  The Company shall redeem % of the aggregate principal amount
of Securities originally issued under the Indenture on each of , which
redemptions are calculated to retire % of the Securities originally issued prior
to maturity. Such redemptions shall be made at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 6 by the principal amount of any


_________________

(a)   If applicable.


                                      A-4


Securities previously redeemed, retired or acquired, otherwise than pursuant to
this Paragraph 6, that the Company has delivered to the Trustee for cancellation
and not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received and credited for such purpose by the
Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.


7.       Denominations, Transfer, Exchange.

                  The Securities are in registered form without coupons in
denominations of $1,0003 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8.       Persons Deemed Owners.

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

9.       Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10.      Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the


_____________________

(a)    If applicable. Insert different of additional denominations and
multiples.


                                      A-5


outstanding Securities of such Series.4 Without the consent of any Holder, the
Company and the Trustee may amend or supplement the Indenture or the Securities
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to create a
Series and establish its terms, to remove the Guarantor in respect of any Series
which, in accordance with the terms of the Indenture, ceases to be liable in
respect of its Guarantee, or to make any other change, provided such action does
not adversely affect the rights of any Holder.

11.      Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12.      Trustee Dealings With Company.

                  [     ], the Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its affiliates, and may otherwise deal with the
Company or its affiliates, as if it were not Trustee.

13.      No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

14.      Discharge of Indenture.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15.      Authentication.

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.


_____________________

(a)    If different terms apply, insert a brief summary thereof.


                                      A-6


16.      Abbreviations.

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).




                                      A-7




                                 ASSIGNMENT FORM


     If you the Holder want to assign this Security, fill in the form below:

     I or we assign and transfer this Security to

_______________________________________________________________________________

_______________________________________________________________________________
              (Insert assignee's social security or tax ID number)


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint

_______________________________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

_______________________________________________________________________________


Date: ________________          Your signature:________________________________
                                (Sign exactly as your name appears on the other
                                side of this Security)

Signature Guarantee:___________________________________________________________






              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  Collins & Aikman Corporation (the "Guarantor") has
unconditionally Guaranteed (the "Guarantee") (i) the due and punctual payment of
the principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Nine of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of the Guarantor shall have any liability
under the Guarantee by reason of such person's status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantee.

                  Each holder of a Security by accepting a Security agrees that
the Guarantor named below shall have no further liability with respect to its
Guarantee if the Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.






                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                                                COLLINS & AIKMAN CORPORATION, as
                                                  Guarantor


                                                By:_____________________________
                                                   Name:
                                                   Title:





                                       -2

EX-4.25

                                                               EXHIBIT 4.25




                    COLLINS & AIKMAN PRODUCTS CO., AS ISSUER


                                       AND


                   COLLINS & AIKMAN CORPORATION, AS GUARANTOR


                       SENIOR SUBORDINATED DEBT SECURITIES





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


                                    INDENTURE


                              DATED AS OF , 200[ ]


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

                                 [ ], AS TRUSTEE














                              CROSS-REFERENCE TABLE

            This Cross-Reference Table is not a part of the Indenture.

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

   TIA                                       Indenture
Section                                       Section
- -------                                    ------------

310(a)(1).................................     7.10
(a)(2)....................................     7.10
(a)(3)....................................     N.A.
(a)(4)....................................     N.A.
(b).......................................     7.08; 7.10; 11.02
311(a)....................................     7.11
(b).......................................     7.11
(c).......................................     N.A.
312(a)....................................     2.05
(b).......................................     11.03
(c).......................................     11.03
313(a)....................................     7.06
(b)(1)....................................     N.A.
(b)(2)....................................     7.06
(c).......................................     11.02
(d).......................................     7.06
314(a)....................................     4.02; 11.02
(b).......................................     N.A.
(c)(1)....................................     11.04
(c)(2)....................................     11.04
(c)(3)....................................     N.A.
(d).......................................     N.A.
(e).......................................    11.05
315(a)....................................    7.01(b)
(b)......................................     7.05; 11.02
(c)......................................     7.01(a)
(d).......................................    7.01(c)
(e).......................................    6.11
316(a)(last sentence).....................    11.06
(a)(1)(A).................................    6.05
(a)(1)(B).................................    6.04
(a)(2)....................................    N.A.
(b).......................................    6.07
317(a)(1).................................    6.08
(a)(2)....................................    6.09
(b).......................................    2.04
318(a)....................................    11.01


_______________________
N. A. means Not Applicable










                     TABLE OF CONTENTS

     This Table of Contents is not a part of the Indenture





                                   ARTICLE ONE

                   Definitions and Incorporation by Reference

Section 1.01.    Definitions............................................1
Section 1.02.    Other Definitions......................................6
Section 1.03.    Incorporation by Reference of Trust Indenture Act......6
Section 1.04.    Rules of Construction..................................7

                               ARTICLE TWO

                             The Securities

Section 2.01.    Form and Dating........................................7
Section 2.02.    Execution and Authentication..........................10
Section 2.03.    Registrar and Paying Agent............................11
Section 2.04.    Paying Agent To Hold Money in Trust...................11
Section 2.05.    Holder Lists..........................................11
Section 2.06.    Transfer and Exchange.................................12
Section 2.07.    Replacement Securities................................12
Section 2.08.    Outstanding Securities................................13
Section 2.09.    Temporary Securities..................................13
Section 2.10.    Cancellation..........................................13
Section 2.11.    Defaulted Interest....................................14
Section 2.12.    Treasury Securities...................................14
Section 2.13.    CUSIP Numbers.........................................14
Section 2.14.    Deposit of Moneys.....................................14
Section 2.15.    Book-Entry Provisions for Global Security.............15
Section 2.16.    Denominations.........................................16

                              ARTICLE THREE

                               Redemption

Section 3.01.    Notices to Trustee....................................16
Section 3.02.    Selection of Securities To Be Redeemed................17




Section 3.03.    Notice of Redemption..................................17
Section 3.04.    Effect of Notice of Redemption........................18
Section 3.05.    Deposit of Redemption Price...........................18
Section 3.06.    Securities Redeemed in Part...........................18

                              ARTICLE FOUR

                                Covenants

Section 4.01.    Payment of Securities.................................18
Section 4.02.    Maintenance of Office or Agency.......................19
Section 4.03.    Compliance Certificate................................19
Section 4.04.    Payment of Taxes; Maintenance of Corporate
                 Existence; Maintenance of Properties..................19

                              ARTICLE FIVE

                          Successor Corporation

Section 5.01.    When Company May Merge, etc...........................20

                               ARTICLE SIX

                          Defaults and Remedies

Section 6.01.    Events of Default.....................................21
Section 6.02.    Acceleration..........................................22
Section 6.03.    Other Remedies........................................23
Section 6.04.    Waiver of Existing Defaults...........................23
Section 6.05.    Control by Majority...................................23
Section 6.06.    Limitation on Suits...................................24
Section 6.07.    Rights of Holders To Receive Payment..................24
Section 6.08.    Collection Suit by Trustee............................24
Section 6.09.    Trustee May File Proofs of Claim......................24
Section 6.10.    Priorities............................................25
Section 6.11.    Undertaking for Costs.................................25

                              ARTICLE SEVEN

                                 Trustee

Section 7.01.    Duties of Trustee.....................................26
Section 7.02.    Rights of Trustee.....................................27
Section 7.03.    Individual Rights of Trustee..........................28



Section 7.04.        Trustee's Disclaimer..............................28
Section 7.05.        Notice of Defaults................................28
Section 7.06.        Reports by Trustee to Holders.....................29
Section 7.07.        Compensation and Indemnity........................29
Section 7.08.        Replacement of Trustee............................29
Section 7.09.        Successor Trustee by Merger, etc..................30
Section 7.10.        Eligibility; Disqualification.....................30
Section 7.11.        Preferential Collection of Claims Against Company.31

                                  ARTICLE EIGHT

                             Discharge of Indenture

Section 8.01.        Defeasance upon Deposit of Moneys or U.S.
                     Government Obligations........................    31
Section 8.02.        Survival of the Company's Obligations.............34
Section 8.03.        Application of Trust Money........................34
Section 8.04.        Repayment to the Company..........................35
Section 8.05.        Reinstatement.....................................35

                                  ARTICLE NINE

                                    Guarantee

Section 9.01.        Unconditional Guarantee...........................36
Section 9.02.        Severability......................................37
Section 9.03.        Limitation of the Guarantor's Liability...........37
Section 9.04.        Waiver of Subrogation.............................38
Section 9.05.        Execution of Guarantee............................38

                                   ARTICLE TEN

                       Amendments, Supplements and Waivers

Section 10.01.       Without Consent of Holders........................39
Section 10.02.       With Consent of Holders...........................40
Section 10.03.       Compliance with Trust Indenture Act...............42
Section 10.04.       Revocation and Effect of Consents.................42
Section 10.05.       Notation on or Exchange of Securities.............42
Section 10.06.       Trustee to Sign Amendments, etc...................43




                                 ARTICLE ELEVEN

                                  Miscellaneous

Section 11.01.       Trust Indenture Act Controls.........................43
Section 11.02.       Notices..............................................43
Section 11.03.       Communications by Holders with Other Holders.........44
Section 11.04.       Certificate and Opinion as to Conditions Precedent...44
Section 11.05.       Statements Required in Certificate or Opinion........45
Section 11.06.       Rules by Trustee and Agents..........................45
Section 11.07.       Legal Holidays.......................................45
Section 11.08.       Governing Law........................................45
Section 11.09.       No Adverse Interpretation of Other Agreements........46
Section 11.10.       No Recourse Against Others...........................46
Section 11.11.       Successors and Assigns...............................46
Section 11.12.       Duplicate Originals..................................46
Section 11.13.       Severability.........................................46

                                 ARTICLE TWELVE

                           Subordination of Securities

Section 12.01.       Securities Subordinated to Senior Indebtedness.......46
Section 12.02.       No Payment on Securities in Certain Circumstances....47
Section 12.03.       Payment Over of Proceeds upon Dissolution, etc.......48
Section 12.04.       Subrogation..........................................49
Section 12.05.       Obligations of Company Unconditional.................50
Section 12.06.       Notice to Trustee....................................50
Section 12.07.       Reliance on Judicial Order or Certificate of
                     Liquidating Agent....................................51
Section 12.08.       Trustee's Relation to Senior Indebtedness............51
Section 12.09.       Subordination Rights Not Impaired by Acts or
                     Omissions of the Company or Holders of Senior
                     Indebtedness.........................................52
Section 12.10.       Holders Authorize Trustee To Effectuate
                     Subordination of Securities..........................52
Section 12.11.       This Article Not To Prevent Events of Default........52
Section 12.12.       Trustee's Compensation Not Prejudiced................52
Section 12.13.       No Waiver of Subordination Provisions................53
Section 12.14.       Certain Payments May Be Paid Prior to Dissolution....53




                                ARTICLE THIRTEEN

                           Subordination of Guarantee

Section 13.01.       Guarantee Obligations Subordinated to
                     Guarantor Senior Indebtedness........................54
Section 13.02.       No Payment on Guarantee in Certain Circumstances.....54
Section 13.03.       Payment Over of Proceeds upon Dissolution, etc.......55
Section 13.04.       Subrogation..........................................56
Section 13.05.       Obligations of Guarantor Unconditional...............57
Section 13.06.       Notice to Trustee....................................58
Section 13.07.       Reliance on Judicial Order or Certificate
                     of Liquidating Agent..........................59
Section 13.08.       Trustee's Relation to Guarantor Senior Indebtedness..59
Section 13.09.       Subordination Rights Not Impaired by Acts
                     or Omissions of the Guarantor or Holders of Guarantor
                     Senior Indebtedness..................................59
Section 13.10.       Holders Authorize Trustee To Effectuate
                     Subordination of Guarantee...........................60
Section 13.11.       This Article Not To Prevent Events of Default........60
Section 13.12.       Trustee's Compensation Not Prejudiced................60
Section 13.13.       No Waiver of Guarantee Subordination Provisions......60
Section 13.14.       Certain Payments May Be Paid Prior to Dissolution....61
Signatures           .....................................................S-1

EXHIBIT A - Form of Security









                  INDENTURE dated as of , 200[ ], by and among COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the "Company"), as issuer, COLLINS &
AIKMAN CORPORATION, as guarantor and [ ], a (the "Trustee"), as trustee.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.         Definitions.
                      -----------

                  "Affiliate" means, when used with reference to a specified
Person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.


                                      -2-


                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

                  "Guarantee" means the Guarantee of the Securities by the
Guarantor under this Indenture.

                  "Guarantor Senior Indebtedness" of the Guarantor means, with
respect to the Guarantor:

                    (1) the principal (including redemption payments), premium,
         if any, interest and other payment obligations in respect of (A) the
         Guarantor's indebtedness for money borrowed and (B) the Guarantor's
         indebtedness evidenced by securities, debentures, bonds, notes or other
         similar instruments issued by the Guarantor, including any such
         securities issued under any deed, indenture or other instrument to
         which the Guarantor is a party (including, for the avoidance of doubt,
         indentures pursuant to which senior debt securities have been or may be
         issued);

                    (2) all of the Guarantor's obligations issued or assumed as
         the deferred purchase price of property, all of the Guarantor's
         conditional sale obligations, all of the Guarantor's hedging agreements
         and agreements of a similar nature thereto and all agreements relating
         to any such agreements, and all of the Guarantor's obligations under
         any title retention agreement (but excluding trade accounts payable
         arising in the ordinary course of business);

                    (3) all of the Guarantor's obligations for reimbursement on
         any letter of credit, banker's acceptance, security purchase facility
         or similar credit transaction;

                    (4) all obligations of the type referred to in clauses (1)
         through (3) above of other persons for the payment of which the
         Guarantor is responsible or liable as obligor, Guarantor or otherwise;

                    (5) all obligations of the type referred to in clauses (1)
         through (4) above of other persons secured by any lien on any of the
         Guarantor's property or assets (whether or not such obligation is
         assumed by the Guarantor); and




                    (6) any deferrals, amendments, renewals, extensions,
         modifications and refundings of all obligations of the type referred to
         in clauses (1) through (5) above, in each case whether or not
         contingent and whether outstanding at the date of effectiveness of the
         applicable indenture or thereafter incurred,

except, in each case, for the Guarantee and any such other indebtedness or
deferral, amendment, renewal, extension, modification or refunding that contains
express terms, or is issued under a deed, indenture or other instrument, which
contains express terms, providing that it is subordinate to or ranks equal with
the Guarantee. Such Guarantor Senior Indebtedness shall continue to be Guarantor
Senior Indebtedness and be entitled to the benefits of Article Thirteen of this
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
Senior Indebtedness and the Trustee or any of the Holders.

                  "Guarantor" means Collins & Aikman Corporation, a Delaware
corporation.

                  "Holder" means the Person in whose name a Note is registered
in the books of the Registrar for the Securities.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "Insolvency or Liquidation Proceeding" means, with respect to
any Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.





                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Post-Petition Interest" means interest on any Senior
Indebtedness accruing subsequent to events of bankruptcy of the Company and its
Subsidiaries at the rate provided in the document evidencing such Senior
Indebtedness, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under bankruptcy law.

                  "principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the security.

                  "Representative" means, with respect to any indebtedness that
is Senior Indebtedness or Guarantor Senior Indebtedness, the trustee, agent or
other representative appointed to act on behalf of holders of such indebtedness
or, if no Representative has been appointed, any holder of such indebtedness.

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means any Securities that are issued under this
Indenture.

                  "Senior Indebtedness" of the Company means:

                           (1) the principal (including redemption payments),
         premium, if any, interest and other payment obligations in respect of
         (A) the Company's indebtedness for money borrowed and (B) the Company's
         indebtedness evidenced by securities, debentures, bonds, notes or other
         similar instruments issued by the Company, including any such
         securities issued under any deed, indenture or other instrument to
         which the Company is a party (including, for the avoidance of doubt,
         indentures pursuant to which senior debt securities have been or may be
         issued);

                           (2) all of the Company's obligations issued or
         assumed as the deferred purchase price of property, all of the
         Company's conditional sale obligations, all of the Company's hedging
         agreements and agreements of a similar nature thereto and all
         agreements relating to any such agreements, and all of the Company's
         obligations under any title retention agreement (but excluding trade
         accounts payable arising in the ordinary course of business);




                           (3) all of the Company's obligations for
         reimbursement on any letter of credit, banker's acceptance, security
         purchase facility or similar credit transaction;

                           (4) all obligations of the type referred to in
         clauses (1) through (3) above of other persons for the payment of which
         the Company is responsible or liable as obligor, Guarantor or
         otherwise;

                           (5) all obligations of the type referred to in
         clauses (1) through (4) above of other persons secured by any lien on
         any of the Company's property or assets (whether or not such obligation
         is assumed by the Company); and

                           (6) any deferrals, amendments, renewals, extensions,
         modifications and refundings of all obligations of the type referred to
         in clauses (1) through (5) above, in each case whether or not
         contingent and whether outstanding at the date of effectiveness of the
         applicable indenture or thereafter incurred,

except, in each case, for the Securities and any such other indebtedness or
deferral, amendment, renewal, extension, modification or refunding that contains
express terms, or is issued under a deed, indenture or other instrument, which
contains express terms, providing that it is subordinate to or ranks equal with
the Securities. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of Article Twelve of this Indenture
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness and notwithstanding that no express written subordination agreement
may have been entered into between the holders of such Senior Indebtedness and
the Trustee or any of the Holders.

                  "Series" means a series of Securities established under this
Indenture.

                  "Significant Subsidiary" means any Subsidiary of the Company
which would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act and the Exchange Act.

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the Capital Stock having ordinary voting power to
elect a majority of the Board of Directors or other persons performing similar
functions is at the time directly or indirectly owned or controlled by such
Person.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.




                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "United States" means the United States of America.
                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally Guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

Section 1.02.         Other Definitions.
                      -----------------

                                                        Defined in
Term                                                     Section
- ----
"Agent Members"....................................       2.15
"Business Day".....................................      11.07
"Custodian"........................................       6.01
"Depository".......................................       2.15
"Event of Default".................................       6.01
"Legal Holiday"....................................      11.07
"Paying Agent".....................................       2.03
"Registrar"........................................       2.03



Section 1.03.         Incorporation by Reference of Trust Indenture Act.
                      -------------------------------------------------

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.




                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, the
Guarantor, or any other obligor on the Securities of a Series or any Guarantee
thereof.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.

Section 1.04.         Rules of Construction.
                      ---------------------

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it;

                  (2)      an accounting term not otherwise defined has the
                           meaning assigned to it in accordance with GAAP;

                  (3)      "or" is not exclusive;

                  (4)      words in the singular include the plural, and in the
                           plural include the singular; and

                  (5)      provisions apply to successive events and
                           transactions.


                                   ARTICLE TWO

                                 THE SECURITIES


Section 2.01.         Form and Dating.
                      ---------------

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the
Securities of the Series, which may include the following:




         (1)      the title of such Series and any specific subordination
                  provisions applicable thereto, if different from or
                  incremental to the provisions hereof;

         (2)      the aggregate principal amount of such Securities and any
                  limit on such aggregate principal amount;

         (3)      the price (expressed as a percentage of the principal amount
                  thereof) at which such Securities will be issued and, if other
                  than the principal amount thereof, the portion of the
                  principal amount thereof payable upon declaration of
                  acceleration of the maturity thereof;

         (4)      if convertible into shares of Capital Stock, the terms on
                  which such Securities are convertible, including the initial
                  conversion price, the conversion period, any events requiring
                  an adjustment of the applicable conversion price and any
                  requirements relating to the reservation of such Capital Stock
                  for purposes of conversion;

         (5)      the date(s), or the method for determining such date or dates,
                  on which the principal of such Securities will be payable and,
                  if applicable, the terms on which such maturity may be
                  extended;

         (6)      the rate(s) (which may be fixed or floating), or the method by
                  which such rate or rates shall be determined, at which such
                  Securities will bear interest, if any;

         (7)      the date(s), or the method for determining such date or dates,
                  from which any such interest will accrue, the dates on which
                  any such interest will be payable, the record dates for such
                  interest payment dates, or the method by which such dates
                  shall be determined, the Persons to whom such interest shall
                  be payable, and the basis upon which interest shall be
                  calculated if other than that of a 360-day year of twelve
                  30-day months;

         (8)      the place(s) where the principal of and interest, if any, on
                  such Securities will be payable, where such Securities may be
                  surrendered for registration of transfer or exchange and where
                  notices or demands to or upon the Company in respect of such
                  Securities and this Indenture may be served;

         (9)      the period(s), if any, within which, the price or prices at
                  which and the other terms and conditions upon which such
                  Securities may, pursuant to any optional or mandatory
                  redemption provisions, be redeemed, as a whole or in part, at
                  the Company's option;




         (10)     the Company's obligation, if any, to redeem, repay or purchase
                  such Securities pursuant to any sinking fund or analogous
                  provision or at the option of a Holder thereof, and the period
                  or periods within which, the price or prices at which and the
                  other terms and conditions upon which such Securities will be
                  redeemed, repaid or purchased, as a whole or in part, pursuant
                  to such obligations;

         (11)     if other than U.S. dollars, the currency or currencies in
                  which the principal of and interest, if any, on such
                  Securities are denominated and payable, which may be a foreign
                  currency or units of two or more foreign currencies or a
                  composite currency or currencies, and the terms and conditions
                  relating thereto;

         (12)     whether the amount of payments of principal of or interest, if
                  any, on such Securities may be determined with reference to an
                  index, formula or other method (which index, formula or method
                  may, but need not be, based on the yield on or trading price
                  of other securities, including U.S. Treasury securities, or on
                  a currency, currencies, currency unit or units, or composite
                  currency or currencies) and the manner in which such amounts
                  shall be determined;

         (13)     whether the principal of or interest, if any, on such
                  Securities are to be payable, at the election of the Company
                  or a holder thereof, in a currency of currencies, currency
                  unit or units or composite currency or currencies other than
                  that in which such Securities are denominated or stated to be
                  payable and the period or periods within which, and the terms
                  and conditions upon which, such election may be made;

         (14)     provisions, if any, granting special rights to the Holders of
                  such Securities upon the occurrence of such events as may be
                  specified;

         (15)     any deletions from modifications of or additions to Articles
                  Four, Five or Six hereof with respect to such Securities,
                  whether or not such additions or modifications are consistent
                  with Articles Four, Five or Six hereof;

         (16)     whether such Securities are to be issuable initially in
                  temporary global form and whether any such Securities of the
                  series are to be issuable in permanent global form and, if so,
                  whether beneficial owners of interests in any such security in
                  permanent global form may exchange such interests for such
                  Securities and of like tenor of any authorized form and
                  denomination and the circumstances under which any such
                  exchanges may occur, if other than in the manner provided in
                  the applicable indenture, and, if such Securities are to be
                  issuable as a global Security, the identity of the depository
                  for such Securities;




         (17)     the applicability, if any, of Article Eight of this Indenture
                  to the Securities of the Series;

         (18)     if exchangeable into another Series of Securities, the terms
                  on which such Securities are exchangeable;

         (19)     any Guarantees of such Securities including the terms of any
                  subordination of any such Guarantees;

         (20)     whether such securities are to be issued at a discount below
                  their principal amount and whether less than the entire
                  principal amount of such Securities will be payable upon any
                  acceleration of the maturity thereof;

         (21)     if other than denominations of $1,000 and any internal
                  multiple thereof, the denominations in which such securities
                  shall be issuable; and

         (22)     any other terms of such Securities and any additions,
                  deletions or modifications to this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

Section 2.02.         Execution and Authentication.
                      ----------------------------

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Securities. The Guarantor shall execute the Guarantee in the manner set forth in
Section 9.05.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.




Section 2.03.         Registrar and Paying Agent.
                      --------------------------

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

Section 2.04.         Paying Agent To Hold Money in Trust.
                      -----------------------------------

                  Each Paying Agent shall hold in trust for the benefit of
Holders and the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.

Section 2.05.         Holder Lists.
                      ------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least 7 Business Days before each semiannual
interest payment date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.




Section 2.06.         Transfer and Exchange.
                      ---------------------

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 10.05 not
involving any transfer.

                  Any Holder of a global Security shall, by acceptance of such
global Security, agree that transfers of beneficial interests in such global
Security may be effected only through a book entry system maintained by the
Holder of such global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

Section 2.07.         Replacement Securities.
                      ----------------------

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security, provided in the case of a lost, destroyed
or wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge for its expenses in replacing a Security.

Section 2.08.         Outstanding Securities.
                      ----------------------

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those cancelled by it and those
described in this Section. A Security does





not cease to be outstanding because the Company, the Guarantor or one of their
Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent holds on a redemption date or maturity
date money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.09.         Temporary Securities.
                      --------------------

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company and the
Guarantor shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

Section 2.10.         Cancellation.
                      ------------

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

                                      -14-



Section 2.11.         Defaulted Interest.
                      ------------------

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

Section 2.12.         Treasury Securities.
                      -------------------

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company, the Guarantor or any of
their respective Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee actually knows are so owned shall be so considered.

Section 2.13.         CUSIP Numbers.
                      -------------

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

Section 2.14.         Deposit of Moneys.
                      -----------------

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.


                                      -15-



Section 2.15.         Book-Entry Provisions for Global Security.
                      -----------------------------------------

                  (a)......Any global Security of a Series initially shall (i)
be registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b)......Transfers of any global Security shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c)......In connection with any transfer or exchange of a
portion of the beneficial interest in any global Security to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more definitive
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the global Security in an amount equal to
the principal amount of the beneficial interest in the global Security to be
transferred, and the Company and the Guarantor shall execute, and the Trustee
shall authenticate and deliver, one or more definitive Securities of like tenor
and amount.

                  (d)......In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company and the Guarantor shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depository in




                                      -16-


exchange for its beneficial interest in the global Security, an equal aggregate
principal amount of definitive Securities of authorized denominations.

                  (e)......The Holder of any global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

Section 2.16.         Denominations.
                      -------------

                  The Securities of each Series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 2.01. In the absence of any such provisions with respect to any
Series, the Securities of such Series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


                                  ARTICLE THREE

                                   REDEMPTION


Section 3.01.         Notices to Trustee.
                      ------------------

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Securities to be redeemed. Any such
notice may be cancelled at any time prior to notice of such redemption being
mailed to Holders. Any such cancelled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).


                                      -17-



Section 3.02.         Selection of Securities To Be Redeemed.
                      --------------------------------------

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall
promptly notify the Company of the serial numbers or other identifying
attributes of the Securities so selected. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than the
minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to the minimum denomination for the Series or an
integral multiple thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption.

Section 3.03.         Notice of Redemption.
                      --------------------

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1)      the redemption date;

                  (2)      the redemption price;

                  (3)      the name and address of the Paying Agent;

                  (4)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;

                  (5)      that interest on Securities called for redemption
         ceases to accrue on and after the redemption date; and

                  (6)      that the Securities are being redeemed pursuant to
         the mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.


                                      -18-



Section 3.04.         Effect of Notice of Redemption.
                      ------------------------------

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

Section 3.05.         Deposit of Redemption Price.
                      ---------------------------

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.

Section 3.06.         Securities Redeemed in Part.
                      ---------------------------

                  Upon surrender of a Security that is redeemed in part, the
Company and the Guarantor shall execute and the Trustee shall authenticate for
each Holder a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


Section 4.01.         Payment of Securities.
                      ---------------------

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

Section 4.02.         Maintenance of Office or Agency.
                      -------------------------------

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.


                                      -19-



Section 4.03.         Compliance Certificate.
                      ----------------------

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

Section 4.04.         Payment of Taxes; Maintenance of Corporate Existence;
                      Maintenance of Properties.

                  The Company will:

                  (a)......cause to be paid and discharged all lawful taxes,
assessments and governmental charges or levies imposed upon the Company and its
Subsidiaries or upon the income or profits of the Company and its Subsidiaries
or upon property or any part thereof belonging to the Company and its
Subsidiaries before the same shall be in default, as well as all lawful claims
for labor, materials and supplies which, if unpaid, might become a lien or
charge upon such property or any part thereof; provided, however, that the
Company shall not be required to cause to be paid or discharged any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect
the ability of the Company and its Subsidiaries to pay all obligations under the
Indenture when due; and provided, further, that the Company shall not be
required to cause to be paid or discharged any such tax, assessment, charge,
levy or claim if, in the judgment of the Company, such payment shall not be
advantageous to the Company in the conduct of its business and if the failure so
to pay or discharge does not, in its judgment, materially adversely affect the
ability of the Company and its Subsidiaries to pay all obligations under this
Indenture when due;

                  (b)......cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence of the Company and each of
its Subsidiaries and to comply with all applicable laws; provided, however, that
nothing in this subsection (b) shall prevent a consolidation or merger of the
Company or any Subsidiary not prohibited by the provisions of Article Five,
Article Nine or any other provision or the Authorizing Resolution or
supplemental indenture pertaining to a Series, and the Company need not maintain
the corporate existence of an immaterial Subsidiary; and

                  (c)......at all times keep, maintain and preserve all the
property of the Company and its Subsidiaries in good repair, working order and
condition (reasonable wear and tear excepted) and from time to time make all
needful and proper repairs, renewals, replacements, betterments and improvements
thereto, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided,



                                      -20-


however, that nothing in this subsection (c) shall prevent the Company from
discontinuing the operation and maintenance of any such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and not disadvantageous in any material respect to the ability of
the Company and its Subsidiaries to pay all obligations under this Indenture
when due.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


Section 5.01.         When Company May Merge, etc.
                      ---------------------------

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.


                                      -21-




                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


Section 6.01.         Events of Default.
                      -----------------

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

                  (1) the failure and the continuance of any such failure by the
         Company to pay interest on any Security of such Series when the same
         becomes due and payable for a period of 30 days (whether or not such
         payment is prohibited by Article Twelve or Article Thirteen hereof);

                  (2) the failure by the Company to pay the principal (including
         pursuant to any sinking fund or analogous provision or premium of any
         Security of such Series when the same becomes due and payable at
         maturity, upon acceleration or otherwise (whether or not such payment
         is prohibited by Article Twelve or Article Thirteen hereof);

                  (3) the failure by the Company to comply with any of its
         agreements or covenants in, or provisions of, the Securities of such
         Series, the Guarantees (as they relate thereto) or this Indenture (as
         they relate thereto) and such failure continues for the period and
         after the notice specified below;

                  (4)      the Company or the Guarantor of Securities of such
         Series pursuant to or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C)      consents to the appointment of a Custodian
                  of it or for all or substantially all of its property, or

                           (D)      makes a general assignment for the benefit
                  of its creditors; or

                  (5)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:


                                      -22-



                           (A)      is for relief against the Company or the
                  Guarantor of Securities of such Series as debtor in an
                  involuntary case,

                           (B)      appoints a Custodian of the Company or the
                  Guarantor of Securities of such Series or a Custodian for all
                  or substantially all of the property of the Company or the
                  Guarantor, or

                           (C)      orders the liquidation of the Company or the
                  Guarantor of Securities of such Series,

         and the order or decree remains unstayed and in effect for 60 days.

                  A Default as described in sub-clause (3) above will not be
deemed an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25 percent in principal amount of the then outstanding
Securities of the applicable Series notify the Company and the Trustee, of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." If such a Default is cured
within such time period, it ceases.

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

Section 6.02.         Acceleration.
                      ------------

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except (unless theretofor cured) an
acceleration due to nonpayment of principal or interest on the Securities of
such




                                      -23-


Series) if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

Section 6.03.         Other Remedies.
                      --------------

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

Section 6.04.         Waiver of Existing Defaults.
                      ---------------------------

                  Subject to Section 10.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.         Control by Majority.
                      -------------------

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Holders, (iii) that would involve the Trustee
in personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

Section 6.06.         Limitation on Suits.
                      -------------------

                  A Holder of a Series may not pursue any remedy with respect to
this Indenture or the Series unless:


                                      -24-



                  (1)      the Holder gives to the Trustee written notice of a
         continuing Event of Default on the Series;

                  (2) the Holders of at least 25 percent in principal amount of
         the outstanding Securities of such Series make a written request to the
         Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity; and

                  (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.

                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

Section 6.07.         Rights of Holders To Receive Payment.
                      ------------------------------------

                  Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to
receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

Section 6.08.         Collection Suit by Trustee.
                      --------------------------

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

Section 6.09.         Trustee May File Proofs of Claim.
                      --------------------------------

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any



                                      -25-


such claims and to distribute the same and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee. Nothing herein shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder or to authorize the Trustee to vote in respect of
the claim of any Holder except as aforesaid for the election of the Custodian.

Section 6.10.         Priorities.
                      ----------

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second:  to Holders of the Series for amounts due and unpaid
         on the Series for principal and interest, ratably, without preference
         or priority of any kind, according to the amounts due and payable on
         the Series for principal and interest, respectively; and

                  Third:  to the Company or the Guarantor as their interests may
appear.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10.

Section 6.11.         Undertaking for Costs.
                      ---------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.


                                      -26-




                                  ARTICLE SEVEN

                                     TRUSTEE


Section 7.01.         Duties of Trustee.
                      -----------------

                  (a)......If an Event of Default has occurred and is
continuing, the Trustee shall, prior to the receipt of directions from the
Holders of a majority in principal amount of the Securities, exercise its rights
and powers and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b)......Except during the continuance of an Event of Default:

                    (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                    (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. The Trustee, however, shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture but need not confirm or investigate the
         accuracy of mathematical calculations or other facts or matters stated
         therein.

                  (c)......The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                    (1)    This paragraph does not limit the effect of paragraph
         (b) of this Section.

                    (2) The Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer, unless it is proved
         that the Trustee was negligent in ascertaining the pertinent facts.

                    (3) The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 or any other
         direction of the Holders permitted hereunder.

                  (d)......Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.


                                      -27-



                  (e)......The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.

                  (f)......The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

                  (g)......None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

Section 7.02.         Rights of Trustee.
                      -----------------

                  Subject to Section 7.01:

                  (a)......The Trustee may rely and shall be protected in acting
or refraining from acting on any document, resolution, certificate, instrument,
report, or direction believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document, resolution, certificate, instrument, report, or
direction.

                  (b)......Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel or both, which
shall conform to Sections 11.04 and 11.05 hereof and containing such other
statements as the Trustee reasonably deems necessary to perform its duties
hereunder. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on the Officers' Certificate, Opinion of Counsel
or any other direction of the Company permitted hereunder.

                  (c)......The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d)......The Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture.

                  (e)......The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel as to matters of law shall be
full and complete authorization and protection in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.


                                      -28-



                  (f)......Unless otherwise specifically provided in the
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

                  (g)......For all purposes under this Indenture, the Trustee
shall not be deemed to have notice or knowledge of any Event of Default (other
than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and
working in the Trustee's corporate trust office has actual knowledge thereof or
unless written notice of any Event of Default is received by the Trustee at its
address specified in Section 11.02 hereof and such notice references the
Securities generally, the Company or this Indenture.

Section 7.03.         Individual Rights of Trustee.
                      ----------------------------

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04.         Trustee's Disclaimer.
                      --------------------

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

Section 7.05.         Notice of Defaults.
                      ------------------

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series. In the case of any default of the character specified in clause (3) of
Section 6.01 with respect to Securities of a Series, no notice to Holders of
such Securities will be given until at least 30 days after the occurrence
thereof. The Company shall certify to the Trustee quarterly as to whether any
default exists.


                                      -29-



Section 7.06.         Reports by Trustee to Holders.
                      -----------------------------

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(2) has occurred within the twelve months
preceding the reporting date no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b).

                  A copy of each report at the time of its mailing to Holders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

Section 7.07.         Compensation and Indemnity.
                      --------------------------

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
6.01 or in connection with Article 6 hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for services
in connection therewith are to constitute expenses of administration under any
bankruptcy law.

Section 7.08.         Replacement of Trustee.
                      ----------------------

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the



                                      -30-


Company's consent. Such resignation or removal shall not take effect until the
appointment by the Holders or the Company as hereinafter provided of a successor
trustee and the acceptance of such appointment by such successor trustee. The
Company may remove the Trustee and any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee for any or no reason, including if:

                  (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Holder who has been a
         Holder for at least six months;

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

                  (3)      a receiver or other public officer takes charge of
         the Trustee or its property; or

                  (4)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Holder.

Section 7.09.         Successor Trustee by Merger, etc.
                      --------------------------------

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

Section 7.10.         Eligibility; Disqualification.
                      -----------------------------

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA ss. 310(b).


                                      -31-



Section 7.11.         Preferential Collection of Claims Against Company.
                      -------------------------------------------------

                  The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


Section 8.01.         Defeasance upon Deposit of Moneys or U.S. Government
                      Obligations.


                  (a)......The Company may, at its option and, subject to the
provisions of Article Twelve and Article Thirteen hereof, at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

                  (b)......Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (b), the Company and the Guarantor shall
be deemed to have been released and discharged from their respective obligations
with respect to the outstanding Securities of a Series on the date the
applicable conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Securities of a Series, which shall thereafter be deemed to
be "outstanding" only for the purposes of the Sections and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities of a Series to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and (ii) obligations listed in Section 8.02, subject to compliance with
this Section 8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to such Securities.

                  (c)......Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (c), the Company and the Guarantor shall
be released and discharged from the obligations under any covenant contained in
Article Five and any other covenant contained in the Authorizing Resolution or
supplemental indenture relating to such



                                      -32-


Series to the extent provided for therein, on and after the date the conditions
set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the
Securities of such Series shall thereafter be deemed to be not "outstanding" for
the purpose of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder. For
this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities of a Series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01(3), but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

                  (d)......The following shall be the conditions to application
of either paragraph (b) or paragraph (c) above to the outstanding Securities of
the applicable Series:

                    (1) The Company shall have irrevocably deposited in trust
         with the Trustee, pursuant to an irrevocable trust and security
         agreement in form and substance reasonably satisfactory to the Trustee,
         money or U.S. government obligations or a combination thereof in such
         amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of and interest on the outstanding Securities of such
         Series to maturity or redemption; provided, however, that the Trustee
         (or other qualifying trustee) shall have received an irrevocable
         written order from the Company instructing the Trustee (or other
         qualifying trustee) to apply such money or the proceeds of such U.S.
         government obligations to said payments with respect to the Securities
         of such Series to maturity or redemption;

                    (2)    No Default or Event of Default shall have occurred
         and be continuing on the date of such deposit;

                    (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of any of their Subsidiaries is a party or by which it or any of their
         property is bound;

                    (4) (i) In the event the Company elects paragraph (b)
         hereof, the Company shall deliver to the Trustee an Opinion of Counsel
         in the United States, in form and substance reasonably satisfactory to
         the Trustee, to the effect that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (B) since the Issue Date pertaining to such Series, there has been a
         change in the



                                      -33-


         applicable federal income tax law, in either case to the
         effect that, and based thereon such Opinion of Counsel shall state
         that, or (ii) in the event the Company elects paragraph (c) hereof, the
         Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that, in the case of clauses (i) and (ii),
         Holders of the Securities of such Series will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         deposit and the defeasance contemplated hereby and will be subject to
         federal income tax in the same amounts and in the same manner and at
         the same times as would have been the case if such deposit and
         defeasance had not occurred;

                    (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                    (6) The Company shall have delivered to the Trustee an
         Opinion of Counsel, reasonably satisfactory to the Trustee, to the
         effect that, (A) the trust funds will not be subject to the rights of
         Holders of Indebtedness of the Company other than the Securities of
         such Series and (B) assuming no intervening bankruptcy of the Company
         between the date of deposit and the 91st day following the deposit and
         that no Holder of Securities of such Series is an insider of the
         Company, after the 91st day following the deposit, the trust funds will
         not be subject to any applicable bankruptcy, insolvency, reorganization
         or similar law affecting creditors' rights generally; and

                    (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
         are to be redeemed through such irrevocable trust, the Company must
         make arrangements satisfactory to the Trustee, at the time of such
         deposit, for the giving of the notice of such redemption or redemptions
         by the Trustee in the name and at the expense of the Company.

                  (e)......In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series, and the obligations of the Guarantor shall
terminate with respect to such Series (subject to Section 8.02), when:

                    (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money



                                      -34-


         has theretofore been deposited in trust or segregated and held in
         trust by the Company and thereafter repaid to the Company or
         discharged from such trust) have been delivered to the Trustee for
         cancellation or all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable or will become
         due and payable at scheduled maturity within one year and the Company
         has irrevocably deposited or caused to be deposited with the Trustee
         as trust funds in trust solely for that purpose an amount of money or
         U.S. government obligations sufficient to pay and discharge the entire
         indebtedness on the Securities not theretofore delivered to the
         Trustee for cancellation, for principal of and interest;

                    (2)    The Company has paid or caused to be paid all other
         sums payable hereunder by the Company;

                    (3) The Company has delivered irrevocable instructions to
         the Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                    (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.

Section 8.02.         Survival of the Company's Obligations.
                      -------------------------------------

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

Section 8.03.         Application of Trust Money.
                      --------------------------

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

Section 8.04.         Repayment to the Company.
                      ------------------------

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of



                                      -35-


principal or interest that remains unclaimed for two years, provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once in a
newspaper of general circulation in the City of New York or mail to each such
Holder notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to the money must
look to the Company or the Guarantor for payment as general creditors unless
applicable abandoned property law designates another person and all liability of
the Trustee or such Paying Agent with respect to such money shall cease.

Section 8.05.         Reinstatement.
                      -------------

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and the Guarantor's obligations under this Indenture and the Securities relating
to the Series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee is permitted to apply
all such money or U.S. government obligations in accordance with Section 8.01;
provided, however, that (a) if the Company has made any payment of interest on
or principal of any Securities of the Series because of the reinstatement of
their obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. government
obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee shall return all such money or U.S. government obligations to the
Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company's obligations has occurred and continue to be in
effect.


                                  ARTICLE NINE

                                    GUARANTEE


Section 9.01.         Unconditional Guarantee.
                      -----------------------

                  Subject to any other provisions set forth in the Authorizing
Resolution or supplemental indenture relating to a particular Series, the
Guarantor hereby unconditionally, Guarantees (the "Guarantee") to each Holder of
Securities of such Series authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, that: (i) the principal of and interest
on the Securities of such Series will be promptly paid in full when



                                      -36-


due, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise and interest on the overdue principal, if any, and
interest on any interest of the Securities of such Series and all other
obligations of the Company to the Holders or the Trustee hereunder or
thereunder, except obligations to pay principal and interest on any other Series
not so Guaranteed, will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Securities of such Series or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 9.04. The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities of such Series or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the
Securities of such Series with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of the Guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that the Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities of the applicable Series, this Indenture
and in the Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the
Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, the Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. The Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed hereby may be
accelerated as provided in Article Six for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations Guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of the Guarantee.

Section 9.02.         Severability.
                      ------------

                  In case any provision of the Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


                                      -37-




Section 9.03.         Limitation of the Guarantor's Liability.
                      ---------------------------------------

                  The Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the Guarantee by the
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and the Guarantor hereby
irrevocably agree that the obligations of the Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of the Guarantor, result in the obligations of
the Guarantor under the Guarantee not constituting such fraudulent transfer or
conveyance.

Section 9.04.         Waiver of Subrogation.
                      ---------------------

                  Until all Guaranteed obligations under this Indenture and with
respect to all Securities of an applicable Series are paid in full, the
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Guarantor's obligations under the Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to the Guarantor in
violation of the preceding sentence and the Securities of the applicable Series
shall not have been paid in full, such amount shall have been deemed to have
been paid to the Guarantor for the benefit of, and held in trust for the benefit
of, the Holders of the Securities of the applicable Series, and shall forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Securities of the applicable Series, whether matured or
unmatured, in accordance with the terms of this Indenture. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 9.04 is knowingly made in contemplation of such benefits.

Section 9.05.         Execution of Guarantee.
                      --------------------------

                  To evidence its Guarantee to the Holders set forth in this
Article Nine, the Guarantor hereby agrees to execute the Guarantee in
substantially the form included in Exhibit A or in any such other form set forth
in the Authorizing Resolution or supplemental indenture pertaining to the
applicable Series, which shall be endorsed on each Security ordered to be
authenticated and delivered by the Trustee. The Guarantor hereby agrees that its
Guarantee set forth in this Article Nine shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee. The Guarantee shall be signed on behalf of the Guarantor by two
Officers, or an Officer and an Assistant Secretary or one Officer shall sign and
one Officer or an Assistant Secretary (each of whom shall, in each case, have
been duly authorized by all requisite corporate actions) shall attest to such
Guarantee prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor. Such signatures upon the Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to be such officer before the Security on which such Guarantee is


                                      -38-


endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Guarantee had not ceased to
be such officer of the Guarantor.


                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 10.01.        Without Consent of Holders.
                      --------------------------

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to or
consent of any Holder of such Series:

                    (1)    to cure any ambiguity, omission, defect or
         inconsistency;

                    (2) to make any change that does not, in the good faith
         opinion of the Board of Directors, adversely affect the interests of
         Holders of affected Securities in any material respect;

                        (3) to comply with Article Five;

                    (4)    to provide any security for or Guarantees of such
         Securities;

                    (5)    to add Events of Default with respect to such
         Securities;

                    (6) to add covenants that would benefit the Holders of
         affected Securities or to surrender any rights or powers the Company
         has under this Indenture;

                    (7)    to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                    (8) to add to or change any of the provisions of the
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of the Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                    (9) to change or eliminate any of the provisions of the
         Indenture, provided, however, that any such change or elimination shall
         become effective only when there is no Security outstanding of any
         Series created prior to the execution of such



                                      -39-


         amendment or supplemental indenture which is entitled to the benefit of
         such provision;

                   (10)    to establish the form or terms of Securities of any
         Series as permitted by this Indenture;

                   (11) to evidence and provide for the acceptance of
         appointment by a successor trustee with respect to the Securities of
         one or more Series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts under this Indenture by more than one
         trustee, pursuant to the requirements of this Indenture; or

                   (12) to make any change necessary for the registration of any
         Securities under the Securities Act or to comply with the TIA, or to
         comply with any requirement of the SEC in connection with the
         qualification of the Indenture under the TIA; provided, however, that
         such modification or amendment does not, in the good faith opinion of
         the Company's board of directors and the Trustee, adversely affect the
         interests of the Holders of affected Securities in any material
         respect.

                  After an amendment under this Section 10.01 becomes effective,
the Company shall mail notice of such amendment to the Holders.

Section 10.02.        With Consent of Holders.
                      -----------------------

                  The Company, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities of a Series without notice to any
Holder of such Series but with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each such Series
(voting as a single class) affected by the amendment. Each such Series shall
vote as a separate class. The Holders of a majority in principal amount of the
outstanding Securities of any Series may waive compliance by the Company with
any provision of the Securities of such Series or of this Indenture relating to
such Series without notice to any Holder. Without the consent of each Holder of
a Security of a Series affected, however, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:

                    (1)    change the stated maturity of the principal of or any
         installment of interest with respect to the affected Securities;

                    (2)    reduce the principal amount of, or the rate of
         interest on, the affected Securities;


                                      -40-



                    (3)    change the currency of payment of principal of or
         interest on the affected Securities;

                    (4)    change the redemption provisions, if any, of any
         affected Securities in any manner adverse to the Holders of such
         Securities;

                    (5)    impair the right to institute suit for the
         enforcement of any payment on or with respect to the affected
         Securities;

                    (6) reduce the percentage of Holders of Securities of any
         affected Series necessary to modify or amend any provision of this
         Indenture relating to such Series;

                    (7) modify this Section 10.02 or reduce the percentage of
         outstanding Securities necessary to waive any covenant or past default;

                    (8) in the case of any convertible debt securities,
         adversely affect the right to convert the affected Securities into
         Capital Stock in accordance with the provisions of the applicable
         Series;

                    (9) modify the subordination provisions applicable to a
         Series in a manner adverse to the Holders of Securities of such Series
         then outstanding; or

                   (10)    waive a default in the payment of the principal of or
         interest on any affected Security.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Holders of any other Series.
Only the Holders of a majority in principal amount of Securities of a particular
Series may waive compliance with a provision of this Indenture relating to such
Series or the Securities of such Series having applicability solely to such
Series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

Section 10.03.        Compliance with Trust Indenture Act.
                      -----------------------------------

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.


                                      -41-



Section 10.04.        Revocation and Effect of Consents.
                      ---------------------------------

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 10.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

Section 10.05.        Notation on or Exchange of Securities.
                      -------------------------------------

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

Section 10.06.        Trustee to Sign Amendments, etc.
                      -------------------------------

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not



                                      -42-


adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing or refusing to sign
such amendment or supplemental indenture, the Trustee shall be entitled to
receive and shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


Section 11.01.        Trust Indenture Act Controls.
                      ----------------------------

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

Section 11.02.        Notices.
                      -------

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  if to the Company or to the Guarantor:

                          Collins & Aikman Products Co.
                           5755 New King Court
                           Troy, Michigan 48098

                           Attention:

                  if to the Trustee:






                           Attention:


                                      -43-



                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first class mail at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                  If the Company mails notice or communications to the Holders,
it shall mail a copy to the Trustee at the same time.

Section 11.03.        Communications by Holders with Other Holders.
                      --------------------------------------------

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

Section 11.04.        Certificate and Opinion as to Conditions Precedent.
                      --------------------------------------------------

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                    (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                    (2) an Opinion of Counsel (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         such counsel, all such conditions precedent and covenants, compliance
         with which constitutes a condition precedent, if any, provided for in
         this Indenture relating to the proposed action or inaction, have been
         complied with and that any such section does not conflict with the
         terms of the Indenture.

Section 11.05.        Statements Required in Certificate or Opinion.
                      ----------------------------------------------

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


                                      -44-



                    (1)    a statement that the person making such certificate
         or opinion has read such covenant or condition;

                    (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                    (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                    (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

Section 11.06.        Rules by Trustee and Agents.
                      ---------------------------

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules for
its functions.

Section 11.07.        Legal Holidays.
                      --------------

                  A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Fort Worth, Texas and New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

Section 11.08.        Governing Law.
                      -------------

                  The laws of the State of New York shall govern this Indenture,
the Securities of each Series and the Guarantees.

Section 11.09.        No Adverse Interpretation of Other Agreements.
                      ---------------------------------------------

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

Section 11.10.        No Recourse Against Others.
                      --------------------------

                  All liability described in paragraph 13 of the Securities of
any director, officer, employee or stockholder, as such, of the Company is
waived and released.


                                      -45-



Section 11.11.        Successors and Assigns.
                      ----------------------

                  All covenants and agreements of the Company in this Indenture
and the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12.        Duplicate Originals.
                      -------------------

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 11.13.        Severability.
                      ------------

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES


Section 12.01.        Securities Subordinated to Senior Indebtedness.
                      ----------------------------------------------

                  The Company covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that all Securities (except as otherwise specified as contemplated by Section
2.01) shall be issued subject to the provisions of this Article Twelve; and each
person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that the payment of principal
of, interest on and all other amounts owing in respect of the Securities will be
subordinated in right of payment to the prior payment in full in cash of
principal of, interest on and all other amounts owing in respect of all of the
Company's Senior Indebtedness to the extent set forth in this Article Twelve.

Section 12.02.        No Payment on Securities in Certain Circumstances.
                      -------------------------------------------------

                  (a)......If any default occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, interest on, unpaid drawings for letters of
credit issued in respect of, or regularly accruing fees with respect to, any
Senior Indebtedness, no payment of any kind or character shall be made by or on
behalf of the Company or any other Person on the Company's or its behalf with


                                      -46-


respect to any principal of, interest on or other amounts owing in respect of
the Securities or to acquire any of the Securities for cash, property or
otherwise.

                  If any other event of default occurs and is continuing with
respect to any Senior Indebtedness, as such event of default is defined in the
instrument creating or evidencing such Senior Indebtedness, permitting the
holders of such Senior Indebtedness then outstanding to accelerate the maturity
thereof and if the Representative for the respective issue of Senior
Indebtedness gives written notice of the event of default to the Trustee ( a
"default notice"), then, unless and until all events of defaults have been cured
or waived or have ceased to exist or the Trustee receives notice from the
representative for the respective issue of Senior Indebtedness terminating the
blockage period (as defined below), during the 179 days after the delivery of
such default notice (the "blockage period"), neither the Company nor any other
Person on its behalf shall:

                    (1) make any payment of any kind or character with respect
         to any principal of, interest on or other amounts owing in respect of
         the Securities; or

                    (2)    acquire any of the Securities for cash, property or
         otherwise.

                  Notwithstanding anything herein to the contrary, in no event
will a blockage period extend beyond 179 days from the date the payment on the
Securities was due and only one such blockage period may be commenced within any
360 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any blockage period with respect to the Senior
Indebtedness shall be, or be made, the basis for commencement of a second
blockage period by the representative of such Senior Indebtedness whether or not
within a period of 360 consecutive days unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
blockage period that, in either case, would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing shall constitute a new event of default for this pupose).

                  (b)......In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 12.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, but only to the extent that, upon notice from the Trustee to the holders
of Senior Indebtedness that such prohibited payment has been made, the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing



                                      -47-


on the Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

Section 12.03.        Payment Over of Proceeds upon Dissolution, etc.
                      ----------------------------------------------

                  (a)......Upon any payment or distribution of assets of any
kind or character, whether in cash, property or securities, to creditors of the
Company upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of the
Company's assets or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Company or the Company's property,
whether voluntary or involuntary, all principal of, interest on and all other
amounts due or to become due shall be paid, first, to all Senior Indebtedness of
the Company in full in cash, or such payment duly provided for to the
satisfaction of the holders of Senior Indebtedness, before any payment or
distribution of any kind or character is made on account of any principal of,
interest on or other amounts owing in respect of the Securities, or for the
acquisition of any of the Securities for cash, property or otherwise.

                  (b)......In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, any payment or distribution
of assets or securities of the Company of any kind or character, whether in
cash, property or securities shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
12.03(a) and before all obligations in respect of Senior Indebtedness are paid
in full in cash, or payment provided for, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their respective representatives, or to the trustee or trustees or agent or
agents under any indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 12.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).


                                      -48-



Section 12.04.        Subrogation.
                      -----------

                  Upon the payment in full of all Senior Indebtedness, or
provision for payment, the Holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee on their behalf
would be entitled except for the provisions of this Article Twelve, and no
payment over pursuant to the provisions of this Article Twelve to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is understood that
the provisions of this Article Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Twelve shall have been applied, pursuant to the provisions of this
Article Twelve, to the payment of all amounts payable under Senior Indebtedness,
then and in such case, the Holders of the Securities shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount required to make payment in full, or provision for payment, of such
Senior Indebtedness.

Section 12.05.        Obligations of Company Unconditional.
                      ------------------------------------

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Holder of any Security or the Trustee on their
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Twelve of the holders of the Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Twelve shall restrict the right of the Trustee or the
Holders of Securities to take any



                                      -49-


action to declare the Securities to be due and payable prior to their stated
maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder;
provided, however, that all Senior Indebtedness then due and payable shall first
be paid in full before the Holders of the Securities or the Trustee are entitled
to receive any direct or indirect payment from the Company of principal of or
interest on the Securities.

Section 12.06.        Notice to Trustee.
                      -----------------

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities pursuant to the provisions of
this Article Twelve. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Senior Indebtedness or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until the Trustee shall have received notice in writing at
its corporate trust office to that effect signed by an Officer of the Company,
or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to
the receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section 12.06 at
least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the Company and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.
Nothing contained in this Section 12.06 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 12.03. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of any Senior Indebtedness
(or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Twelve, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Twelve, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


                                      -50-



Section 12.07.   Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

                  Upon any payment or distribution of assets or securities
referred to in this Article Twelve, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation or reorganization proceedings are pending, or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Twelve.

Section 12.08.        Trustee's Relation to Senior Indebtedness.
                      -----------------------------------------

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Twelve with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Twelve, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (except
as provided in Section 12.03(b)). The Trustee shall not be liable to any such
holders if the Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article Twelve or otherwise.

Section 12.09.        Subordination Rights Not Impaired by Acts or Omissions of
                      the Company or Holders of Senior Indebtedness.
                      ---------------------------------------------------------

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. The provisions of this Article Twelve are intended to be for
the benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.


                                      -51-



Section 12.10.        Holders Authorize Trustee To Effectuate Subordination
                      of Securities.
                      -----------------------------------------------------

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Twelve, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his
Securities in the form required in those proceedings.

Section 12.11.        This Article Not To Prevent Events of Default.
                      ---------------------------------------------

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Twelve
shall not be construed as preventing the occurrence of an Event of Default
specified in clause (1) or (2) of Section 6.01.

Section 12.12.        Trustee's Compensation Not Prejudiced.
                      -------------------------------------

                  Nothing in this Article Twelve shall apply to amounts due to
the Trustee pursuant to other sections in this Indenture.

Section 12.13.        No Waiver of Subordination Provisions.
                      -------------------------------------

                  Without in any way limiting the generality of Section 12.09,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Twelve or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (a) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (c) release any Person liable in any
manner for the collection of Senior Indebtedness; and (d) exercise or refrain
from exercising any rights against the Company and any other Person.


                                      -52-



Section 12.14.        Certain Payments May Be Paid Prior to Dissolution.
                      -------------------------------------------------

                  All money and U.S. government obligations properly deposited
in trust with the Trustee pursuant to and in accordance with Article Eight shall
be for the sole benefit of the Holders and shall not be subject to this Article
Twelve.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Section 12.02, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments or
from effecting a termination of the Company's and the Guarantors' obligations
under the Securities and this Indenture as provided in Article Eight, or (ii)
the application by the Trustee of any moneys deposited with it for the purpose
of making such payments of principal of and interest on the Securities to the
Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 12.02(b) or in Section 12.06. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of the Company.


                                ARTICLE THIRTEEN

                           SUBORDINATION OF GUARANTEE


Section 13.01.        Guarantee Obligations Subordinated to Guarantor Senior
                      Indebtedness.
                      ------------------------------------------------------

                  The Guarantor covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that (except as otherwise specified as contemplated by Section 2.01) the
Guarantee of the Guarantor shall be issued subject to the provisions of this
Article Thirteen; and each person holding any Security, whether upon original
issue or upon transfer, assignment or exchange thereof, accepts and agrees that
the payment of principal of, interest on and all other amounts owing in respect
of the Securities pursuant to the Guarantor's Guarantee will be Subordinated in
right of payment to the prior payment in full in cash of principal of, interest
on and all other amounts owing in respect of all of the Guarantor's Guarantor
Senior Indebtedness to the extent set forth in this Article Thirteen.

Section 13.02.        No Payment on Guarantee in Certain Circumstances.
                      ------------------------------------------------

                  (a)......If any default occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, interest on, unpaid drawings for letters of
credit issued in respect of, or regularly accruing fees



                                      -53-


with respect to, any Guarantor Senior Indebtedness, no payment of any kind or
character shall be made by or on behalf of the Guarantor or any other Person on
the Guarantor's or its behalf with respect to any principal of, interest on or
other amounts owing in respect of the Guarantor's Guarantee of the Securities or
to acquire any of the Securities for cash, property or otherwise.

                  If any other event of default occurs and is continuing with
respect to any Guarantor Senior Indebtedness, as such event of default is
defined in the instrument creating or evidencing such Guarantor Senior
Indebtedness, permitting the holders of such Guarantor's Senior Indebtedness
then outstanding to accelerate the maturity thereof and if the Representative
for the respective issue of Guarantor Senior Indebtedness gives written notice
of the event of default to the Trustee (a "default notice"), then, unless and
until all events of default have been cured or waived or have ceased to exist or
the Trustee receives notice from the representative for the respective issue of
Guarantor Senior Indebtedness terminating the blockage period (as defined
below), neither the the Guarantor nor any other Person on its behalf shall:

                    (1) make any payment of any kind or character with respect
         to any principal of, interest on or other amounts owing in respect of
         the Guarantor's Guarantee of the Securities; or

                    (2)    acquire any of the Securities for cash, property or
         otherwise.

                  Notwithstanding anything herein to the contrary, in no event
will a blockage period extend beyond 179 days from the date the payment on the
Guarantee of the Securities was due and only one such blockage period may be
commenced within any 360 consecutive days. No event of default which existed or
was continuing on the date of the commencement of any blockage period with
respect to the Guarantor Senior Indebtedness shall be, or be made, the basis for
commencement of a second blockage period by the representative of such Guarantor
Senior Indebtedness whether or not within a period of 360 consecutive days
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days (it being acknowledged that any subsequent action,
or any breach of any financial covenants for a period commencing after the date
of commencement of such blockage period that, in either case, would give rise to
an event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose).

                  (b)......In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 13.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such
Guarantor Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
respective




                                      -54-


representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Guarantor Senior Indebtedness may have been
issued, as their respective interests may appear, but only to the extent that,
upon notice from the Trustee to the holders of such Guarantor Senior
Indebtedness that such prohibited payment has been made, the holders of such
Guarantor Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing on such
Guarantor Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Guarantor Senior
Indebtedness.

Section 13.03.        Payment Over of Proceeds upon Dissolution, etc.
                      ----------------------------------------------

                  (a)......Upon any payment or distribution of assets of any
kind or character, whether in cash, property or securities, to creditors of the
Guarantor upon any total or partial liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors or marshaling of the
Guarantor assets or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Guarantor or the Guarantor's property,
whether voluntary or involuntary, all principal of, interest on and all other
amounts due or to become due shall be paid, first, to all Guarantor Senior
Indebtedness of the Guarantor in full in cash, or such payment duly provided for
to the satisfaction of the holders of Guarantor Senior Indebtedness, before any
payment or distribution of any kind or character is made on account of any
principal of, interest on or other amounts owing in respect of the Guarantor's
Guarantee of the Securities, or for the acquisition of any of the Securities for
cash, property or otherwise.

                  (b)......In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, any payment or distribution
of assets or securities of the Guarantor of any kind or character, whether in
cash, property or securities shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
13.03(a) and before all obligations in respect of the Guarantor Senior
Indebtedness of the Guarantor are paid in full in cash, or payment provided for,
such payment or distribution shall be received and held in trust for the benefit
of, and shall be paid over or delivered to, the holders of such Guarantor Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
such Guarantor Senior Indebtedness held by such holders) or their respective
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Guarantor Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of such Guarantor Senior Indebtedness remaining unpaid until all such
Guarantor Senior Indebtedness has been paid in full in cash after giving effect
to any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Indebtedness.


                                      -55-



                  The consolidation of the Guarantor with, or the merger of the
Guarantor with or into, another corporation or the liquidation or dissolution of
the Guarantor following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article Five (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 13.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).

Section 13.04.        Subrogation.
                      -----------

                  Upon the payment in full of all Guarantor Senior Indebtedness
of the Guarantor, or provision for payment, the Holders of the Securities shall
be subrogated to the rights of the holders of such Guarantor Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Guarantor made on such Guarantor Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full in cash; and, for the purposes
of such subrogation, no payments or distributions to the holders of such
Guarantor Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Thirteen, and no payment over pursuant
to the provisions of this Article Thirteen to the holders of such Guarantor
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Guarantor, its creditors other than holders of such
Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment by the Guarantor to or on account of such Guarantor Senior
Indebtedness. It is understood that the provisions of this Article Thirteen are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of Guarantor Senior
Indebtedness of the Guarantor, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Thirteen shall have been applied, pursuant to the provisions of this
Article Thirteen, to the payment of all amounts payable under Guarantor Senior
Indebtedness, then and in such case, the Holders of the Securities shall be
entitled to receive from the holders of such Guarantor Senior Indebtedness any
payments or distributions received by such holders of Guarantor Senior
Indebtedness in excess of the amount required to make payment in full, or
provision for payment, of such Guarantor Senior Indebtedness.


                                      -56-



Section 13.05.        Obligations of Guarantor Unconditional.
                      --------------------------------------

                  Nothing contained in this Article Thirteen or elsewhere in
this Indenture or in the Securities or the Guarantee is intended to or shall
impair, as among the Guarantor and the Holders of the Securities, the obligation
of the Guarantor, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of and interest on the Securities as and when the
same shall become due and payable in accordance with the terms of the Guarantee
of the Guarantor, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Guarantor other than the holders
of Guarantor Senior Indebtedness of the Guarantor, nor shall anything herein or
therein prevent the Holder of any Security or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Thirteen of
the holders of Guarantor Senior Indebtedness in respect of cash, property or
securities of the Guarantor received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Thirteen shall restrict the right of the Trustee or
the Holders of Securities to take any action to declare the Securities to be due
and payable prior to their stated maturity pursuant to Section 6.01 or to pursue
any rights or remedies hereunder; provided, however, that all Guarantor Senior
Indebtedness of the Guarantor then due and payable shall first be paid in full
before the Holders of the Securities or the Trustee are entitled to receive any
direct or indirect payment from the Guarantor of principal of or interest on the
Securities pursuant to the Guarantor's Guarantee.

Section 13.06.        Notice to Trustee.
                      -----------------

                  The Company and the Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or the Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Thirteen. The Trustee
shall not be charged with knowledge of the existence of any event of default
with respect to any Guarantor Senior Indebtedness or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing at its corporate trust office
to that effect signed by an Officer of the Company or the Guarantor, or by a
holder of Guarantor Senior Indebtedness or trustee or agent therefor; and prior
to the receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section 13.06 at
least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the




                                      -57-


Guarantor and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such prior date. Nothing contained in this Section 13.06 shall limit
the right of the holders of Guarantor Senior Indebtedness to recover payments as
contemplated by Section 13.03. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself to
be a holder of any Guarantor Senior Indebtedness (or a trustee on behalf of, or
other representative of, such holder) to establish that such notice has been
given by a holder of the Guarantor Senior Indebtedness or a trustee or
representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Thirteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Thirteen, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

Section 13.07.   Reliance on Judicial Order or Certificate of Liquidating Agent.
                 --------------------------------------------------------------

                  Upon any payment or distribution of assets or securities of
the Guarantor referred to in this Article Thirteen, the Trustee and the Holders
of the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation or reorganization proceedings are pending, or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Guarantor Senior Indebtedness
of the Guarantor and other indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Thirteen.

Section 13.08.   Trustee's Relation to Guarantor Senior Indebtedness.
                 ---------------------------------------------------

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Thirteen with respect to any Guarantor Senior
Indebtedness which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Guarantor Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee or any
Paying Agent of any of its rights as such holder.


                                      -58-



                  With respect to the holders of Guarantor Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Thirteen, and no
implied covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness (except as provided in Section 13.03(b)). The Trustee shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other
person cash, property or securities to which any holders of Guarantor Senior
Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise.

Section 13.09.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Guarantor or Holders of Guarantor Senior Indebtedness.
                  -------------------------------------------------------------

                  No right of any present or future holders of any Guarantor
Senior Indebtedness to enforce subordination as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Guarantor with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with. The provisions of this Article Thirteen are intended
to be for the benefit of, and shall be enforceable directly by, the holders of
Guarantor Senior Indebtedness.

Section 13.10.        Holders Authorize Trustee To Effectuate Subordination
                      of Guarantee.

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Thirteen, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of the Guarantor, the filing of a claim for the unpaid
balance of its or his Securities in the form required in those proceedings.

Section 13.11.        This Article Not To Prevent Events of Default.
                      ---------------------------------------------

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Thirteen
shall not be construed as preventing the occurrence of an Event of Default
specified in clauses (1) or (2) of Section 6.01.


                                      -59-



Section 13.12.        Trustee's Compensation Not Prejudiced.
                      -------------------------------------

                  Nothing in this Article Thirteen shall apply to amounts due to
the Trustee pursuant to other Sections in this Indenture.

Section 13.13.        No Waiver of Guarantee Subordination Provisions.
                      -----------------------------------------------

                  Without in any way limiting the generality of Section 13.09,
the holders of Guarantor Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities to the
holders of Guarantor Senior Indebtedness, do any one or more of the following:
(a) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, Guarantor Senior Indebtedness or any instrument
evidencing the same or any agreement under which Guarantor Senior Indebtedness
is outstanding or secured; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Guarantor Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any
rights against the Guarantor and any other Person.

Section 13.14.        Certain Payments May Be Paid Prior to Dissolution.
                      -------------------------------------------------

                  Nothing contained in this Article Thirteen or elsewhere in
this Indenture shall prevent (i) the Guarantor, except under the conditions
described in Section 13.02, from making payments of principal of and interest on
the Securities, or from depositing with the Trustee any moneys for such
payments, or (ii) the application by the Trustee of any moneys deposited with it
for the purpose of making such payments of principal of and interest on the
Securities, to the holders entitled thereto unless at least two Business Days
prior to the date upon which such payment becomes due and payable, the Trustee
shall have received the written notice provided for in Section 13.02(b) or in
Section 13.06. The Guarantor shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Guarantor.






                                       S-1




                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.

Dated:         , 200[ ]                         COLLINS & AIKMAN PRODUCTS CO.,
                                                     as Issuer


                                                By:  __________________________
                                                     Name:
                                                     Title:


Dated:         , 200[ ]                         COLLINS & AIKMAN CORPORATION,
                                                     as Guarantor


                                                By:  __________________________
                                                     Name:
                                                     Title:


Dated:         , 200[ ]                         ____________________, as Trustee



                                                By:  __________________________
                                                     Name:
                                                     Title:




                                    :


(SEAL)







                                                                     EXHIBIT A


NO.                                                         CUSIP NO.: _______


                               [TITLE OF SECURITY]

                          COLLINS & AIKMAN PRODUCTS CO.
                             A DELAWARE CORPORATION

promises to pay to

or registered assigns
the principal sum of                                            [Dollars]1 on

[Title of Security]
Interest Payment Dates:                 and
Record Dates:                    and

Authenticated:                                    Dated:

                                                  COLLINS & AIKMAN PRODUCTS
                                                    CO.

                                                  [Seal]

                                                  By: _________________________
                                                      Title:

                                                  By: _________________________
                                                      Title:

         , as Trustee, certifies that this is one of the
Securities referred to in the within mentioned
Indenture.


By:_________________________________
             Authorized Signatory



1       Or other currency. Insert corresponding provisions on reverse side of
        Security in respect of foreign currency denomination or interest payment
        requirement.


                                      A-1





                          COLLINS & AIKMAN PRODUCTS CO.

                               [TITLE OF SECURITY]


1.       Interest.
         --------

                  COLLINS & AIKMAN PRODUCTS CO. (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually on
__________________ and ______________ of each year until the principal is paid
or made available for payment. Interest on the Securities will accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid, from _______________, 200[ ], provided that, if there is
no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2. Method of Payment. The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3.       Paying Agent and Registrar.
         --------------------------

                  Initially, [ ] (the "Trustee") will act as Paying Agent and
Registrar. The Company may change or appoint any Paying Agent, Registrar or
co-Registrar without notice. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

4.       Indenture.
         ---------

                  The Company issued the Securities under an Indenture dated as
of ______________, 200[ ] ("Indenture") among the Company, the Guarantor and the
Trustee. The terms of the Securities and the Guarantee include those stated in
the Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantee are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
them.

                  The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or



                                       A-2


supplemental indenture. Requests may be made to:
Collins & Aikman Products Co., 5755 New King Court, Troy, Michigan 48098,
Attention: ___________.

5.       Optional Redemption.2
         -------------------

                  The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

                  If redeemed during the
                    Twelve-Month period
               commencing on ___________ and
               ending on ___________ in each
                of the following years                             Percentage
                ----------------------                             ----------




                  [Insert provisions relating to redemption at option of
Holders, if any]

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

6.       Mandatory Redemption.
         --------------------

                  The Company shall redeem % of the aggregate principal amount
of Securities originally issued under the Indenture on each of , which
redemptions are calculated to retire % of the Securities originally issued prior
to maturity. Such redemptions shall be made at a redemption price equal to 100%
of the principal amount thereof, together with accrued interest to the
redemption date. The Company may reduce the principal amount of Securities to be
redeemed pursuant to this Paragraph 6 by the principal amount of any Securities
previously redeemed, retired or acquired, otherwise than pursuant to this
Paragraph 6, that the Company has delivered to the Trustee for cancellation and
not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received


- ---------------------------
2       If Applicable




                                      A-3


and credited for such purpose by the Trustee at the redemption price and the
amount of such mandatory redemption payment shall be reduced accordingly.

7.       Denominations, Transfer, Exchange.
         ---------------------------------

                  The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8.       Persons Deemed Owners.
         ---------------------

                  The registered Holder of this Security shall be treated as the
owner of it for all purposes.

9.       Unclaimed Money.
         ---------------

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

10.      Amendment, Supplement, Waiver.
         -----------------------------

                  Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment, and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series.3 Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, to remove the Guarantor
in respect of any Series which, in accordance with the terms of the Indenture,


- ----------------------------------------
3       If different terms apply, insert a brief summary thereof.

                                      A-4





ceases to be liable in respect of its Guarantee, or to make any other change,
provided such action does not adversely affect the rights of any Securityholder.

11.      Successor Corporation.
         ---------------------

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

12.      Trustee Dealings With Company.
         -----------------------------

                  [ ], the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its affiliates, and may otherwise deal with the Company or
its affiliates, as if it were not Trustee.

13.      No Recourse Against Others.
         --------------------------

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

14.      Discharge of Indenture.
         ----------------------

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

15.      Authentication.
         --------------

                  This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16.      Abbreviations.
         -------------

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


                                      A-5





                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Security, fill in the
form below:

                  I or we assign and transfer this Security to

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

- -------------------------------------------------------------------------------
                    (Insert assignee's social security or tax ID number)

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

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

- -------------------------------------------------------------------------------
                     (Print or type assignee's name, address, and zip code)
                                           ----------

and irrevocably appoint

- -------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company.  The agent may
substitute another to act for him.

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

Date:____________________..         Your signature: ___________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Security)

Signature Guarantee:___________________________________________________________

                                      A-6






             [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]


                                    GUARANTEE


                  Collins & Aikman Corporation (the "Guarantor") have
unconditionally Guaranteed (i) the due and punctual payment of the principal of
and interest on the Securities, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms set forth in Article Nine of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of the Guarantor shall have any liability
under the Guarantee by reason of such person's status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantee.

                  Each holder of a Security by accepting a Security agrees that
the Guarantor named below shall have no further liability with respect to its
Guarantee if the Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.


                                      A-7






                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                                        COLLINS & AIKMAN CORPORATION
                                                as Guarantor


                                        By:  __________________________________
                                             Name:
                                             Title:



                                      A-8

EX-23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 3
dated June 5, 2002 to the Registration Statement on Form S-3 (No. 333-86394) of
our report dated February 21, 2002 relating to the 2001 financial statements and
financial statement schedules, which appears in Collins & Aikman Corporation's
Annual Report on Form 10-K for the year ended December 31, 2001. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
June 4, 2002

EX-23.4

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to Registration Statement (Form S-3 No. 333-86394) and related Prospectus
and Prospectus Supplement of Collins & Aikman Corporation for the issuance of
20,000,000 shares of Collins & Aikman Corporation Common Stock, and to the
incorporation by reference therein of our report dated August 24, 2001 (except
for Note 19, as to which the date is May 3, 2002), with respect to the combined
financial statements of the Trim Division of Textron Automotive Company
("TAC-Trim") included in Collins & Aikman Corporation's Current Report on Form
8-K filed with the Securities and Exchange Commission on May 21, 2002.


                                                /s/ Ernst & Young LLP

Toledo, Ohio
June 4, 2002

EX-23.5

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to the Registration Statement (Form S-3 No. 333-86394) and related
Prospectus and Prospectus Supplement of Collins & Aikman Corporation for the
issuance of 20,000,000 shares of Collins & Aikman Corporation Common Stock, and
to the incorporation by reference therein of our report dated August 24, 2001,
with respect to the combined financial statements of the Operating Businesses of
the Becker Group and its Predecessors included in Collins & Aikman Corporation's
Current Report on Form 8-K/A filed with the Securities and Exchange Commission
on September 17, 2001.

                                                           /s/ Ernst & Young LLP

Detroit, Michigan
June 4, 2002

EX-23.6

                          Independent Auditors' Consent

The Board of Directors
Joan Fabrics Corporation and Subsidiaries:

We consent to the incorporation by reference in Amendment No. 3 to the
Registration Statement on Form S-3 (333-86394) of Collins & Aikman Products
Co. of our report dated August 31, 2001, with respect to the combined balance
sheets of Joan Automotive Group Companies as of June 30, 2001 and July 1, 2000,
and the related combined statements of income, parent companies' net investment
and cash flows for each of the years in the three-year period ended June 30,
2001, which report appears in the Form 8-K/A of Collins & Aikman Products Co.
dated October 10, 2001, and to the reference to our firm under the heading
"Experts" in the registration statement.


/s/  KPMG LLP

Boston, Massachusetts
June 4, 2002

EX-99.1

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS ARE NOT AN
OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                             SUBJECT TO COMPLETION
              PRELIMINARY PROSPECTUS SUPPLEMENT DATED JUNE 5, 2002

PROSPECTUS SUPPLEMENT
(TO PRELIMINARY PROSPECTUS DATED JUNE 5, 2002)

                               20,000,000 SHARES

                                [GRAPHIC OMITTED]

                         COLLINS & AIKMAN CORPORATION

                                  COMMON STOCK

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

      We are offering 20,000,000 shares of our common stock.

      The shares of our common stock trade on the New York Stock Exchange under
the symbol "CKC." On June 4, 2002, the last sale price of the shares as
reported on the New York Stock Exchange was $15.13 per share. We effected a
one-for-2.5 reverse stock split on May 28, 2002. All information in this
prospectus supplement gives effect to the reverse stock split.

      INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT.

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

                                                            PER SHARE    TOTAL
                                                            ---------    -----
    Public offering price ...............................       $          $
    Underwriting discount ...............................       $          $
    Proceeds, before expenses, to Collins & Aikman ......       $          $

      The underwriters may also purchase up to an additional 3,000,000 shares
from Collins & Aikman at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus supplement to cover
over-allotments.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

     The shares will be ready for delivery on or about June   , 2002.

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

MERRILL LYNCH & CO.                                                   JPMORGAN

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

CREDIT SUISSE FIRST BOSTON                            DEUTSCHE BANK SECURITIES

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

WACHOVIA SECURITIES
                        DRESDNER KLEINWORT WASSERSTEIN
                                                          FAHNESTOCK & CO. INC.

         The date of this prospectus supplement is             , 2002.


                               TABLE OF CONTENTS

                             PROSPECTUS SUPPLEMENT



                                                PAGE
                                               -----
                                            
Prospectus Supplement Summary ................ S-1
Risk Factors ................................. S-7
Use of Proceeds .............................. S-18
Capitalization ............................... S-19
Unaudited Pro Forma Financial
   Information ............................... S-20
Unaudited Pro Forma Condensed
   Consolidated Statement of Operations ...... S-22
Notes To Unaudited Pro Forma
   Condensed Consolidated Statement of
   Operations ................................ S-23
Selected Historical Financial Data ........... S-29
Forward-Looking Statements ................... S-31
Management's Discussion and Analysis of
   Financial Condition and Results of
   Operations ................................ S-32
Business ..................................... S-52
Management ................................... S-64
Principal Stockholders ....................... S-68
Description of Our Indebtedness and
   Products Preferred Stock .................. S-73
Description of C&A Capital Stock ............. S-80
Underwriting ................................. S-83
Legal Matters ................................ S-86
Experts ...................................... S-86
About This Prospectus Supplement ............. S-86
Incorporation of Documents by Reference....... S-87


                                   PROSPECTUS



                                                PAGE
                                               -----
                                            
About This Prospectus ........................    1
Forward-Looking Statements ...................    1
Where You Can Find More Information               2
Incorporation of Documents by Reference           2
Use of Proceeds ..............................    3
Ratios of Earnings to Fixed Charges and
   Ratio of Earnings to Combined Fixed
   Charges and Preferred Stock Dividends......    3
Information About Our Company ................    4
Description of C&A Capital Stock .............    5
Description of C&A Common Stock ..............    5
Description of C&A Preferred Stock ...........    8
Description of C&A and Products Debt
   Securities ................................   13
Registration Rights Holders ..................   25
Plan of Distribution .........................   28
Legal Matters ................................   29
Experts ......................................   29


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

     No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by us or any underwriter, dealer or agent. Neither this prospectus supplement
nor the accompanying prospectus constitutes an offer to sell or a solicitation
of an offer to buy securities in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation.


                                      S-I


     This prospectus supplement and the accompanying prospectus incorporate
important business and financial information about us that is not included in
or delivered with these documents. This information is available without charge
to security holders upon written or oral request. See "Incorporation of
Documents by Reference."


     You should rely only on the information contained in this document or to
which we have referred you. We and the underwriters have not authorized anyone
to provide you with information that is different. This document may only be
used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document, regardless of the
time of delivery of this document or any sale of common stock. Unless the
context otherwise requires, all information in this prospectus supplement and
the accompanying prospectus which refers to (a) "C&A Corporation" or "C&A"
refers only to Collins & Aikman Corporation, (b) "Products" refers only to
Collins & Aikman Products Co. and (c) "Collins & Aikman," "we," "us" or "our"
refers to Collins & Aikman Corporation together with its subsidiaries.









                                      S-II


                         PROSPECTUS SUPPLEMENT SUMMARY

     This summary highlights information contained elsewhere in this prospectus
supplement and in the accompanying prospectus. You should read carefully all of
the other information carefully before you consider investing in our common
stock. All information in this prospectus supplement assumes that the
underwriters' over-allotment option is not exercised. In addition, on May 28,
2002, we effected a one-for-2.5 reverse stock split. All information in this
prospectus supplement gives effect to this reverse stock split.

OUR COMPANY

     We are a global leader in the design, engineering and manufacturing of
automotive interior components, including instrument panels, fully assembled
cockpit modules, floor and acoustic systems, automotive fabric, interior trim
and convertible top systems. We believe that we have the number one or two
North American market share position in terms of sales in eight out of the nine
major automotive interior categories. We are also the largest North American
supplier of convertible top systems in terms of sales. Our sales are
diversified among North American, European and South American automotive
original equipment manufacturers, or OEMs, and Tier I integrators. Tier I
integrators are direct suppliers to OEMs of integrated modules, such as a
complete seat, door or cockpit. In 2001, we manufactured components for over
90% of all light vehicle production platforms. We have over 25,000 employees
and more than 120 plants and facilities in North America, Europe and South
America. Our pro forma 2001 North American sales accounted for approximately
28.9% of the approximately $7.6 billion of total sales in the North American
markets in which we participate.

     We are one of the industry's largest and most broadly based manufacturers
of automotive interior components, systems and modules. We have the capability
to supply diverse combinations of stylistically matched, functionally
engineered and acoustically integrated interior trim components, systems and
modules. We supply products from three primary categories: plastic components
and cockpits, carpet and acoustics and automotive fabrics. In addition, we
market our convertible top systems through the Dura convertible group.

     We market all of our products through a single "global commercial
operations" group. All product groups have significant market positions:

    o Plastic Components and Cockpits.  We have leadership positions in all
      major segments of the North American plastic interior trim market. We are
      the number one supplier in terms of sales of instrument panels and a
      leading supplier in terms of sales of fully assembled cockpit modules.
      Our plastic components and cockpit products represented approximately
      $2.0 billion, or 57%, of our 2001 pro forma sales.

    o Carpet and Acoustics. We are the North American automotive industry's
      number one producer in terms of sales of floor carpets with approximately
      58% of the North American market and one of the largest suppliers in
      terms of sales of interior dash insulators and luggage compartment trim.
      Our carpet and acoustics products represented approximately $0.9 billion,
      or 27%, of our 2001 pro forma sales.

    o Automotive Fabrics. We believe we are the leading North American
      producer of automotive fabric in terms of sales, which includes seat and
      headliner fabric. Our automotive fabrics products represented
      approximately $0.4 billion, or 12%, of our 2001 pro forma sales.

    o Dura Convertible Top Systems. We are the largest North American supplier
      of convertible top systems in terms of sales with a market share of over
      70%. Our Dura convertible top roof systems represented approximately $0.1
      billion, or 4%, of our 2001 pro forma sales.

OUR STRATEGY

     Our goal is to become the leading manufacturer of automotive interior trim
components to OEMs and Tier I integrators and to realize the integration,
synergy and cost savings opportunities


                                      S-1


created by our recent acquisitions. We believe that demand for our products
will be driven by the desire of OEMs and large Tier I integrators to reduce
their costs and achieve greater efficiencies through outsourcing to a smaller
number of larger scale, global suppliers and to satisfy consumer demand for
greater electronic and technological content in automobiles. In the past year,
we have completed three key acquisitions to position ourselves as a "one stop"
shopping service to OEMs and Tier I integrators -- the Becker and TAC-Trim
acquisitions, which enhanced our plastics and cockpits capabilities, and the
Joan acquisition, which enhanced our fabrics capabilities. We expect to pursue
further acquisitions that strategically enhance our ability to capitalize upon
these industry trends.

     The following are the key elements of our strategy:

    o Provide integrated product solutions that combine interior styling,
      component systems and acoustical technologies.  We produce components
      that cover substantially all of the non-glass interior surfaces of
      automobiles. We believe OEMs increasingly view the vehicle interior as a
      major point of competitive differentiation and rely upon automotive
      suppliers for research, engineering, design and styling capabilities. Our
      ability to bundle multiple components into integrated, custom packages
      distinguishes us from our competition and provides us with an opportunity
      to increase our content per vehicle.

    o Increase content per vehicle. We have substantial new business awards
      from our customers across all product categories, with the strongest
      growth expected in fully assembled cockpit modules. We have been awarded
      net new business that is projected, based on our customers' production
      estimates, to generate additional sales of approximately $343 million in
      2002. By increasing content per vehicle, we expect our sales to
      outperform the industry generally.

    o Leverage technology to improve manufacturing efficiency. We believe we
      have many opportunities to improve our manufacturing efficiency and cost
      structure by rationalizing existing operations and incorporating
      manufacturing "best practices," processes, procedures and technologies
      into our operations. For example, we believe our TAC-Trim facilities are
      among the most efficient plastics suppliers in North America and Europe
      due to numerous proprietary manufacturing technologies such as the
      Intellimold (Trade Mark)  and Envirosoft (Trade Mark)  patented processes
      that allow us to manufacture and combine multiple products to produce
      complex integrated interiors. We believe the application of technologies
      such as Intellimold (Trade Mark)  throughout our operations, as well as
      the continued roll-out of these technologies throughout TAC-Trim's
      operations, should significantly improve our plastics manufacturing cycle
      time, labor costs and scrap rates.

    o Pursue cost savings opportunities arising from our acquisitions. The
      Becker, Joan and TAC-Trim acquisitions, in tandem with other
      restructuring actions, have created the opportunity to realize
      significant cost savings estimated at approximately $30 million per year
      by 2003. We expect to realize these savings through a number of
      initiatives, including purchasing savings, in-sourcing certain of our
      plastics tooling and yarn dyeing requirements, consolidating research and
      development and sales functions, capacity rationalization and reducing
      global headquarters' costs. We expect opportunities for additional
      incremental savings in 2003 and beyond.


RECENT DEVELOPMENTS

     On May 28, 2002, we effected a one-for-2.5 reverse stock split and a
distribution of non-transferable rights to purchase C&A common stock to all
holders of C&A common stock as of May 28, 2002. Each shareholder (other than
certain shareholders who have agreed to contractually waive their right to
exercise rights) was granted one non-transferable right to purchase 0.40 shares
of common stock per share of common stock held by such holder. Shareholders
holding an aggregate of approximately 52,704,000 shares of common stock,
including holders associated with Heartland, Charles E. Becker, Elkin McCallum
and Textron (see "Principal Stockholders"), have agreed that they


                                      S-2


will not exercise their rights. This means that the rights offering will be
exercisable for an aggregate of approximately 5,800,000 shares of common stock.
The exercise price of the non-transferable rights is $12.50 per whole share of
common stock for which the rights are exercisable. The non-transferable rights
become exercisable for a 16-day minimum period once a registration statement
for the issuance of the underlying shares has been declared effective by the
Securities and Exchange Commission. We are obligated to use our best efforts to
have a registration statement for the underlying shares declared effective
prior to October 31, 2002, but such date will be extended, at the request of
the underwriters for this offering, to the 180th day following the closing of
this offering.


CORPORATE INFORMATION

     We are a Delaware corporation and a holding company. All of our operations
are conducted through Collins & Aikman Products Co. and its subsidiaries. Our
principal executive offices are located at 250 Stephenson Highway, Troy,
Michigan 48083 and our telephone number at that address is (248) 824-2500.


                                  THE OFFERING


Common stock offered by us...........  20,000,000 shares


Common stock to be outstanding after
this offering........................  87,198,852 shares(1)


Use of proceeds......................  The net proceeds from this offering will
                                       be used to repurchase preferred stock and
                                       for general corporate purposes.

New York Stock Exchange symbol.......  "CKC"


     Except as otherwise indicated, all information in this prospectus
supplement assumes that the underwriters' over-allotment option is not
exercised.


- ----------
(1)   Based on shares outstanding as of May 16, 2002 and excludes (a) 1,057,595
      shares of common stock subject to outstanding options granted pursuant to
      our stock option plan, (b) 5,800,000 shares of common stock which may be
      issued pursuant to the exercise of rights issued in the offering
      described under "Management's Discussion and Analysis of Financial
      Condition and Results of Operations -- Recent Developments" and (c)
      160,000 shares of common stock subject to a presently exercisable
      warrant.


                                      S-3


                    SUMMARY HISTORICAL FINANCIAL INFORMATION

     The following table sets forth summary historical financial data for the
fiscal years ended December 25, 1999, December 31, 2000 and December 31, 2001
and the three months ended March 31, 2001 and 2002. The summary historical
financial information for the fiscal years ended December 25, 1999 and December
31, 2000 has been derived from C&A's historical consolidated financial
statements incorporated by reference in the prospectus supplement, which have
been audited by Arthur Andersen LLP, independent accountants (see "Change in
Accountants" in our Annual Report on Form 10-K for the year ended December 31,
2001, which is incorporated by reference in this prospectus supplement). The
summary historical financial information for the fiscal year ended December 31,
2001 has been derived from C&A's historical consolidated financial statements
incorporated by reference in the prospectus supplement, which have been audited
by PricewaterhouseCoopers LLP, independent accountants. The summary historical
financial information for the three month periods ended March 31, 2002 and
March 31, 2001 has been derived from C&A's unaudited historical condensed
financial statements, which, in the opinion of management, include all
adjustments, including usual recurring adjustments, necessary for the fair
presentation of that information for such period.

     The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Unaudited Pro Forma Financial Information" and the historical consolidated
financial statements and related notes for C&A, Becker, Joan and TAC-Trim
incorporated by reference in the prospectus supplement.





                                                             FISCAL YEAR ENDED                THREE MONTHS   THREE MONTHS
                                                 -------------------------------------------      ENDED         ENDED
                                                 DECEMBER 25,   DECEMBER 31,   DECEMBER 31,     MARCH 31,     MARCH 31,
                                                     1999           2000           2001           2001           2002
                                                 ------------   ------------   ------------   -------------  ------------
                                                                              (IN MILLIONS)
                                                                                             
STATEMENT OF OPERATIONS DATA:
Net sales .....................................   $1,898.6       $1,901.8       $1,823.3        $  453.1       $  914.8
Cost of goods sold ............................    1,613.9        1,635.2        1,604.5           394.3          783.7
                                                  --------       --------       --------        --------       --------
Gross profit ..................................      284.7          266.6          218.8            58.8          131.1
Selling, general and administrative ...........      152.8          158.5          164.4            38.2           66.2
Restructuring charges .........................       33.4             --           18.8             9.2            9.1
                                                  --------       --------       --------        --------       --------
Operating income ..............................       98.5          108.1           35.6            11.4           55.8
Income (loss) from continuing operations
 after taxes ..................................       (1.4)          (1.4)         (49.7)           (7.1)          (6.0)
Net income (loss) .............................      (10.2)           4.5          (46.2)           (7.4)          (6.0)
Income (loss) from continuing operations
 per common share,
 basic and diluted(1) .........................      (0.06)         (0.06)         (1.28)          (0.25)         (0.09)
Average common shares outstanding,
 basic and diluted(1) .........................       24.8           24.8           38.9            28.5           67.2
OTHER FINANCIAL DATA (FROM CONTINUING
 OPERATIONS):
Depreciation and amortization .................   $   71.5       $   74.7       $   81.8        $   20.1       $   29.1
Capital expenditures ..........................       86.4           69.0           54.5            10.7           27.4
SELECTED BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents .....................   $   14.0       $   20.9       $   73.9        $   23.4       $   92.1
Total assets ..................................    1,348.9        1,280.3        2,987.9         1,281.2        3,094.5
Total debt (including short-term
 borrowings) ..................................      915.6          887.8        1,337.6           824.7        1,331.6
Mandatorily redeemable preferred stock of
 Products .....................................         --             --          147.7              --          160.5
Common stockholders' equity (deficit) .........     (151.1)        (154.9)         374.7           (64.6)         362.9


- ----------
(1)   Reflects the one for 2.5 reverse stock split effected on May 28, 2002.



                                      S-4


               SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The summary unaudited pro forma consolidated financial information for the
fiscal year ended December 31, 2001 and the three months ended March 31, 2002
have been derived from the pro forma consolidated financial data included
elsewhere in this prospectus supplement. See "Unaudited Pro Forma Financial
Information." The summary unaudited pro forma condensed consolidated statements
of operations information for the fiscal year ended December 31, 2001 give pro
forma effect to our acquisitions of Becker, Joan and TAC-Trim (the
"Acquisitions"), the financings related to the TAC-Trim acquisition (the
"Financings") and the sale and leaseback transaction entered into by TAC-Trim
described elsewhere in this prospectus supplement, as if they had occurred on
January 1, 2001. Pro forma adjustments have been used to eliminate historical
goodwill amortization over the periods presented. In addition, the unaudited
pro forma statement of operations information for the fiscal year ended
December 31, 2001 gives pro forma effect to the February 2001 Heartland equity
investment and all of the unaudited pro forma statements of operations
information give effect to this offering and the assumed use of proceeds
therefrom, in each case as if they had occurred on January 1, 2001. The summary
pro forma balance sheet data as of March 31, 2002 gives effect solely to this
offering and the assumed use of proceeds as described in "Use of Proceeds"
therefrom as if it had occurred on March 31, 2002.


     The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Unaudited Pro Forma Financial Information" and the historical consolidated
financial statements and related notes for C&A, Becker, Joan and TAC-Trim
incorporated by reference in this prospectus supplement. The pro forma
consolidated financial data presented herein is not necessarily indicative of
results that we would have achieved had the referenced transactions been
consummated as of the dates indicated, or that we may achieve in the future.


                                      S-5


                  SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



                                                          FISCAL YEAR         THREE MONTHS
                                                             ENDED               ENDED
                                                       DECEMBER 31, 2001     MARCH 31, 2002
                                                      -------------------   ---------------
                                                                      
PRO FORMA STATEMENT OF OPERATIONS DATA:
Net sales .........................................       $ 3,481.0         $  914.8
Cost of goods sold ................................         3,026.8            783.7
                                                          ---------         --------
Gross profit ......................................           454.2            131.1
Selling, general and administrative ...............           251.7             67.6
Restructuring charges .............................            30.2              9.1
Operating income ..................................           172.3             54.4
Interest expense, net .............................           149.4             37.3
Loss on sale of receivables .......................             6.5              1.1
Subsidiary Preferred Stock requirements ...........            29.3              7.7
Income (loss) from continuing operations ..........           (41.1)            (3.9)
Income (loss) from continuing operations per common
 share:
 Basic and diluted(1) .............................       $   (0.56)       $   (0.05)
Average common shares outstanding(1)
 Basic and diluted ................................            74.0             74.2
OTHER PRO FORMA FINANCIAL DATA:
Depreciation and amortization .....................       $   161.6         $   29.1
Capital expenditures ..............................           159.4             27.4


                                                                            AT MARCH 31,
                                                                               2002
                                                                          ---------------
                                                                         
SELECTED PRO FORMA BALANCE SHEET DATA:
Cash and cash equivalents .............................................     $  277.6
Working capital (current assets less current liabilities) .............       165.1
Total assets ..........................................................     3,295.0
Total debt ............................................................     1,331.6
Products mandatorily redeemable preferred stock .......................       100.5
Stockholders' equity ..................................................       608.4


- ----------
See the Unaudited Pro Forma Financial Information for additional detail related
to the amounts above.
(1)   Reflects the one for 2.5 reverse stock split effected on May 28, 2002.


                                      S-6


                                  RISK FACTORS

     You should carefully consider each of the risks described below, together
with all of the other information contained in this prospectus supplement and
the accompanying prospectus, before deciding to invest in the common stock.


RISKS RELATED TO OUR BUSINESS

     DEMAND IN THE AUTOMOTIVE INDUSTRY IS SIGNIFICANTLY DEPENDENT ON THE U.S.
AND THE GLOBAL ECONOMIES AND OUR BUSINESS AND PROFITABILITY ARE EXPOSED TO
CURRENT AND FUTURE UNCERTAINTIES.

     Our financial performance depends, in large part, on conditions in the
global automotive markets that we serve and, generally, on the U.S. and global
economies. Demand in the automotive industry fluctuates in response to overall
economic conditions and is particularly sensitive to changes in interest rate
levels, consumer confidence and fuel costs. In our largest market, the North
American automotive market, reported results from our customers in 2001
reflected lower sales volumes and lower prices for new vehicles than in 2000.
This is reflected in our lower sales and operating margins for 2001. The
September 11th terrorist attacks, recession and other recent developments
adversely affected consumer confidence throughout the U.S. and much of the
world. These developments exacerbated the uncertainty in our markets and their
future impact on us is difficult to predict. Any sustained weakness in demand
or continued downturn in the economy generally would have a material adverse
effect on us.

     Our sales are also impacted by retail inventory levels and our customers'
production schedules. In 2001, our OEM customers significantly reduced their
production and inventory levels and reduced their orders from us due to the
uncertain economic environment. In this environment, we cannot predict future
production rates and inventory levels and the sustainability of any recovery.
In addition, we have historically experienced sales declines during the OEMs'
scheduled shut-downs, which usually occur during the third calendar quarter.
Continued uncertainty and other unexpected fluctuations may have a material
adverse effect on us.

     THE BASE OF CUSTOMERS WHICH WE SERVE IS CONCENTRATED, AND THE LOSS OF
BUSINESS FROM A MAJOR CUSTOMER OR THE DISCONTINUATION OF PARTICULAR VEHICLE
MODELS COULD REDUCE OUR SALES AND HARM OUR PROFITABILITY.

     Because of the relative importance of a few large customers and the high
degree of concentration of OEMs in the automotive industry, our business is
exposed to a high degree of risk related to customer concentration.
DaimlerChrysler AG, General Motors Corporation and Ford Motor Company and their
respective affiliates were our three largest customers and they directly or
indirectly accounted for approximately 29%, 22% and 19% of our 2001 net sales,
respectively. A loss of significant business from, or adverse performance by,
any of these customers would be harmful to our profitability. Although we
receive purchase orders from most of our customers, these purchase orders
typically provide for the supply of a customer's annual requirements for a
particular model or assembly plant, renewable on a year-to-year basis, rather
than for the purchase of a specific quantity of products. It is not possible
for us to predict the level of new production for 2002 car sales. The loss of
business with respect to significant vehicle models could also have a material
adverse effect on us.

     There is substantial and continuing pressure from automotive manufacturers
to reduce costs, including costs associated with outside suppliers like us. For
example, OEM customers in the automotive industry attempted to impose price
decreases and givebacks throughout 2001. Such attempted price decreases were
generally in the 3% to 8% range. Several reductions have been agreed to, and
others are currently being negotiated with OEMs and pressures may increase if
overall economic and industry conditions do not improve. We attempt to resist
such downward pricing pressure, while trying to preserve our business
relationships with these customers, but such pricing pressure may have a
material adverse effect on us. At the same time, it is difficult for us to
offset these downward pricing pressures through alternative, less costly
sources of raw materials. In addition, throughout 2001, suppliers engaged in
supplying products in the automotive industry have attempted to impose price
increases on their customers. As a result, we have experienced pricing pressure
from our suppliers. We cannot assure you that we will not be materially and
adversely affected by these substantial and continuing pricing pressures.


                                      S-7


     THE PRICES THAT WE CAN CHARGE SOME OF OUR CUSTOMERS ARE PREDETERMINED AND
WE BEAR THE RISK OF COSTS IN EXCESS OF OUR ESTIMATES.

     Sales contracts with some of our customers require us to provide our
products at predetermined prices. In some cases, these prices decline over the
course of the contract. The costs that we incur in fulfilling these contracts
may vary substantially from our initial estimates. Unanticipated cost increases
may occur as a result of several factors, including increases in the costs of
labor, components or materials. In some cases, we may be permitted to pass on
to our customers the cost increases associated with specific materials. Cost
overruns that we cannot pass on to our customers could materially and adversely
affect us.

     WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE OUR ACQUIRED OPERATIONS OR
REALIZE THE INTENDED BENEFITS OF OUR ACQUISITIONS.

     Our future operations and cash flow will depend largely upon our ability
to integrate our Becker, Joan and TAC-Trim acquisitions, achieve the strategic
operating objectives for these acquisitions and realize significant synergies
and cost savings as a result. The Acquisitions account for 49 of our over 120
plants and facilities and approximately 12,500 of our approximately 25,000
employees. TAC-Trim individually accounts for 41 of our plants and facilities
and approximately 12,000 of our employees located across seven different
countries, including two countries where we did not previously operate. We have
not previously undertaken an integration process as large or complex as the
integration plans required by these three acquisitions collectively or by the
TAC-Trim acquisition individually. In order to succeed, we will need to:

    o realize projected synergies and cost savings on a timely basis;

    o consolidate information technologies;

    o capitalize on our increased purchasing power;

    o effectively control the progress of our integration process and
      associated costs;

    o consolidate our program management, research and development and
      engineering operations;

    o capitalize on our prime contractor strategy and the opportunities
      afforded by our broader products offering; and

    o maintain strong relationships with Tier I integrators and OEMs.

     To the extent we have misjudged the nature and extent of industry trends
or our competition, we may have difficulty in achieving our operating and
strategic objectives. In addition, our integration activities will place
substantial demands on our management, operational resources and financial and
internal control systems. Our future operating results will depend upon our
ability to implement and improve our operating and financial controls and to
combine, train and manage our employee base. There is a risk that the diversion
of management attention, particularly in a difficult operating environment,
will affect our sales and the attention that our management can devote to this
and other operational, financial and strategic issues. In addition, in some of
our past non-U.S. acquisitions, we have encountered integration and systems
difficulties typical of foreign transactions which have given rise to material
weaknesses. See "Change in Accountants" in our Annual Report on Form 10-K for
the year ended December 31, 2001, which is incorporated herein by reference.
Since TAC-Trim involves significant foreign operations, we cannot assure you
that we will not encounter similar difficulties going forward. All statements
concerning the benefits, cost savings and synergies we expect to realize from
the TAC-Trim acquisition and the related financings are forward-looking
statements.

     Some of the benefits we expect to derive from our acquisitions include
contractual and other relationships with customers and suppliers. We may not be
able to preserve all of these relationships and some of our anticipated
contractual relationships may cease following the Acquisitions.

     WE MAY PURSUE ADDITIONAL ACQUISITIONS THAT FURTHER OUR CURRENT STRATEGIES.

     We may selectively identify and acquire other businesses with
complementary products, manufacturing capabilities or geographic markets and we
expect to continually evaluate such opportunities. We


                                      S-8


cannot assure you that any business acquired by us will be successfully
integrated with our operations or prove to be complementary in the manner
expected or profitable. We could incur further indebtedness in connection with
our acquisition strategy and increase our leverage. We could acquire companies
and operations in geographic markets, including foreign markets, in which we do
not currently operate. Acquisitions outside of North America may present unique
difficulties and increase our exposure to the risks attendant to international
operations. The process of integrating acquired companies and operations into
our existing operations may result in unforeseen operating difficulties and may
require significant financial resources that would otherwise be available for
the ongoing development or expansion of existing operations. Any failure to
successfully execute an acquisition could materially and adversely affect us.

     OUR CAPITAL RESOURCES MAY BE INADEQUATE IF WE ARE UNABLE TO SUCCESSFULLY
INTEGRATE OUR ACQUIRED BUSINESSES OR IF ECONOMIC CONDITIONS WORSEN.

     As a substantially larger company with higher debt levels, our liquidity
requirements will exceed historical levels and we will need to effectively
manage our cash position and working capital levels. In particular, since we
expect significantly greater sales of cockpit modules over the next several
years, we will need to make substantial capital and other investments to meet
our customer requirements. To the extent that the integration of our acquired
businesses is not accomplished in accordance with our expectations, economic
conditions in the automotive industry worsen, we utilize our revolving credit
capacity for acquisitions or otherwise or we are unable to renew our
receivables facility at its maturity, we may be faced with inadequate
liquidity. Additional sources of liquidity may include additional debt, but our
debt instruments may not permit us to incur additional debt, and we may be
unable to secure equity or other financing. This could have a material adverse
effect on us.

     WE MAY INCUR UNANTICIPATED CONTINGENT LIABILITIES AS A RESULT OF THE
ACQUISITIONS AND WE MAY EXPERIENCE UNANTICIPATED LIABILITIES ASSOCIATED WITH
FORMER DISCONTINUED OPERATIONS.

     We may incur unforeseen environmental, tax, pension, litigation or other
liabilities in connection with the Acquisitions or we may underestimate the
known liabilities. If such liabilities materialize or are greater than we
estimate, they could have a material adverse effect on us. In addition, we have
significant responsibilities related to some of our formerly owned businesses,
or discontinued operations, such as those relating to post-retirement,
casualty, environmental, product liability, lease and other matters. Based upon
the information presently available to us and our insurance coverage, we do not
believe that any of these liabilities will have a material adverse effect upon
our financial condition or results of operations, however, we could be
incorrect in our assumptions and the extent of those contingent liabilities of
which we are aware may exceed our expectations and there may be other such
liabilities of which we presently have no knowledge. See "Business --
Environmental Matters and Legal Proceedings."

     IF WE ARE UNABLE TO MEET FUTURE CAPITAL REQUIREMENTS, OUR COMPETITIVE
POSITION MAY BE ADVERSELY AFFECTED.

     In securing new business, we are typically required to expend significant
amounts of capital for engineering, development, tooling and other costs.
Generally, we seek to recoup these costs through pricing over time, but we may
be unsuccessful due to competitive pressures and other market constraints or if
a customer ceases production of a particular vehicle. We believe that we will
be able to fund capital expenditures through cash flow from operations,
borrowings under our credit facilities and sales of receivables under our
receivables facility. We cannot assure you that we will have adequate funds to
make all the necessary capital expenditures or that the amount of future
capital expenditures will not be materially in excess of our anticipated
expenditures. If we are unable to make necessary capital expenditures, our
business and our competitive position will be materially and adversely
affected.

     RECENT TRENDS AMONG OUR CUSTOMERS WILL INCREASE COMPETITIVE PRESSURES IN
OUR BUSINESSES.

     In recent years, the competitive environment among suppliers to the
vehicle manufacturers in the automotive industry has changed significantly as
these manufacturers have sought to outsource more vehicular components, modules
and systems and to use on-line auctions in order to obtain further price
reductions. In addition, these sectors have experienced substantial
consolidation as OEMs have sought to


                                      S-9


lower costs, improve quality and increasingly purchase complete systems and
modules rather than separate components. This consolidation has caused, and its
continuation will continue to amplify, the pricing pressures outlined above in
the discussion of the concentration of our customers. Our competitive strategy
will be to position ourselves as the prime contractor of choice to both Tier I
integrators and OEM assembly plants by supplying a full spectrum of integrated
interior trim components. This strategy presents the risk that some of our
customers may be competitors of ours in certain products as well. If our
business strategy is unsuccessful or our new products fail to gain acceptance
with our targeted customers, it would have a material adverse effect on us.

     Furthermore, the trend toward consolidation among automotive parts
suppliers is resulting in a smaller number of large suppliers like us who
benefit from purchasing and distribution economies of scale. If we cannot
achieve the cost savings and operational improvements expected from our prime
contractor business strategy or such savings and improvements are not
sufficient to allow us to compete favorably in the future with other larger,
consolidated companies, we will be materially and adversely affected.


     OUR STRATEGY MAY NOT SUCCEED IF ANTICIPATED OUTSOURCING FAILS TO OCCUR DUE
TO UNION CONSIDERATIONS.

     Because of the economic benefits inherent in outsourcing to suppliers and
the costs associated with reversing a decision to purchase automotive interior
systems and components from an outside supplier, automotive manufacturers'
commitments to purchasing automotive interior systems and components from
outside suppliers, particularly on a just-in-time basis, are contemplated to
increase. However, under the contracts currently in effect in the United States
and Canada between each of Ford, General Motors and DaimlerChrysler and the
United Auto Workers ("UAW") and the Canadian Auto Workers ("CAW"), in order for
any of such automotive manufacturers to obtain from external sources components
that it currently produces, it must first notify the UAW or the CAW of such
intention. If the UAW or the CAW objects to the proposed outsourcing, some
agreement will have to be reached between the UAW or the CAW and the automotive
manufacturer. Factors that will normally be taken into account by the UAW, the
CAW and the automotive manufacturer include:


    o whether the proposed new supplier is technologically more advanced than
      the automotive manufacturer;


    o whether the new supplier is unionized;


    o whether cost benefits exist; and


    o whether the automotive manufacturer will be able to reassign union
      members whose jobs are being displaced to other jobs within the same
      factories.

     In the event that outsourcing does not continue for any reason, it may
have a material adverse effect on us.

     OUR PRODUCTS ARE SUBJECT TO CHANGING TECHNOLOGY, WHICH COULD PLACE US AT A
COMPETITIVE DISADVANTAGE RELATIVE TO ALTERNATIVE PRODUCTS INTRODUCED BY
COMPETITORS.

     We believe that our customers rigorously evaluate their suppliers on the
basis of product quality, price competitiveness, technical expertise and
development capability, new product innovation, reliability and timeliness of
delivery, product design capability, manufacturing expertise, operational
flexibility, customer service and overall management. Our success will depend
on our ability to continue to meet our customers' changing specifications with
respect to these criteria. We may, therefore, require significant ongoing and
recurring additional capital expenditures and investment in research and
development, manufacturing and other areas to remain competitive. We cannot
assure you that we will be able to achieve the technological advances or
introduce new products that may be necessary to remain competitive. Further, we
cannot assure you that any technology developed by us can be adequately
protected such that we can maintain a competitive advantage.


                                      S-10


     WE DEPEND ON THE SERVICES OF OTHER KEY INDIVIDUALS AND RELATIONSHIPS, THE
LOSS OF WHICH WOULD MATERIALLY HARM US.

     Our success will depend, in part, on the efforts of our executive officers
and other key employees. In addition, our future success will depend on, among
other factors, our ability to attract and retain other qualified personnel. The
loss of the services of any of our key employees or the failure to attract or
retain employees could have a material adverse effect on us. Our largest
stockholder, Heartland Industrial Partners L.P. ("Heartland"), provides us with
valuable strategic, operational and financial guidance. If, for any reason,
such guidance ceased, it could have a material adverse effect upon us as well.

     WE MAY BE SUBJECT TO WORK STOPPAGES AT OUR FACILITIES OR THOSE OF OUR
PRINCIPAL CUSTOMERS WHICH COULD SERIOUSLY IMPACT THE PROFITABILITY OF OUR
BUSINESS.

     As of March 31, 2002, approximately 51% of our global work force was
unionized. If our unionized workers were to engage in a strike, work stoppage
or other slowdown in the future, we could experience a significant disruption
of our operations, which could have a material adverse effect on us.

     Many OEMs and their suppliers have unionized work forces. Work stoppages
or slowdowns experienced by OEMs or their suppliers could result in slowdowns
or closures of assembly plants where our products are included in assembled
vehicles. For example, over the past four years, there have been labor strikes
against General Motors that have resulted in work stoppages at General Motors.
Furthermore, organizations responsible for shipping our customers' products may
be impacted by occasional strikes staged by the unions representing
transportation employees. Any interruption in the delivery of our customers'
products would reduce demand for our products and could have a material adverse
effect on us.

     A GROWING PORTION OF OUR REVENUE MAY BE DERIVED FROM INTERNATIONAL
SOURCES, WHICH EXPOSES US TO ADDITIONAL UNCERTAINTY.

     Approximately 20% of our 2001 pro forma sales were derived from shipments
to destinations outside of the United States and Canada. As part of our
business strategy, we intend to expand our international operations and
customer base. Sales outside of the U.S. and Canada, particularly sales to
emerging markets, are subject to other various risks, including:

    o governmental embargoes or foreign trade restrictions such as antidumping
      duties,

    o changes in U.S. and foreign governmental regulations,

    o tariffs,

    o fuel duties,

    o other trade barriers,

    o the potential for nationalization of enterprises,

    o economic downturns,

    o inflation,

    o environmental laws and regulations,

    o political, economic and social instability,

    o foreign exchange risk, and

    o difficulties in receivable collections and dependence on foreign
      personnel and foreign unions.

In addition, there are tax inefficiencies in repatriating funds from non-U.S.
subsidiaries. To the extent such repatriation is necessary for us to meet our
debt service or other obligations, this will adversely affect us. International
operations are frequently conducted through joint venture arrangements that can
materially limit our operational and financial control of the business. We
acquired interests in two foreign joint ventures as part of the TAC-Trim
acquisition, one of which is 50% owned by us while the other one is


                                      S-11


majority owned and publicly traded in Brazil. We do not expect to have the
ability to access the cash flow of these two joint ventures for the foreseeable
future and we may have significant funding requirements in the future with
respect to the 50% joint venture.

     WE MAY INCUR MATERIAL LOSSES AND COSTS AS A RESULT OF PRODUCT LIABILITY
AND WARRANTY CLAIMS THAT MAY BE BROUGHT AGAINST US.

     We face an inherent business risk of exposure to product liability claims
in the event that the use of our current and formerly manufactured or sold
products results, or is alleged to result, in bodily injury and/or property
damage. We cannot assure you that we will not experience any material product
liability losses in the future or that we will not incur significant costs to
defend such claims. We cannot assure you that our product liability insurance
coverage will be adequate for any liabilities that may ultimately be incurred
or that it will continue to be available on terms acceptable to us. In
addition, if any of our products are or are alleged to be defective, we may be
required to participate in a government-required or OEM-instituted recall
involving such products. Each vehicle manufacturer has its own policy regarding
product recalls and other product liability actions relating to its suppliers.
However, as suppliers become more integrally involved in the vehicle design
process and assume more of the vehicle assembly functions, vehicle
manufacturers are increasingly looking to their suppliers for contribution when
faced with product liability claims. A successful claim brought against us in
excess of our available insurance coverage or a requirement to participate in a
product recall may have a material adverse effect on our business.

     In the ordinary course of our business, contractual disputes over
warranties can arise. In the past five years or more, we have not been required
to make any material payments in respect of warranty claims. In most cases,
financial responsibility for warranty costs are contractually retained by our
customer so long as the customers' specifications are met, but we may
nonetheless be subjected to requests for cost sharing or pricing adjustments as
a part of our commercial relationship with the customer. Recently, an employee
of one OEM suggested that the OEM may seek significant cost sharing from us for
a warranty matter relating to an instrument panel manufactured by TAC-Trim that
has been subject to a collaborative process of problem resolution and
management between TAC-Trim and the customer since spring 2000. In this
instance, the work order explicitly excludes TAC-Trim from financial
responsibility for warranty matters. However, we cannot assure you that we will
not be required to financially address this issue or other significant warranty
claims in the future.

     OUR BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED BY COMPLIANCE
OBLIGATIONS AND LIABILITIES UNDER ENVIRONMENTAL LAWS AND REGULATIONS.

     We are subject to federal, state, local and foreign environmental, and
health and safety, laws and regulations that:

     o affect ongoing operations and may increase capital costs and operating
       expenses in order to maintain compliance with such requirements; and

     o impose liability relating to contamination at our facilities, and at
       other locations such as former facilities, facilities where we have sent
       wastes for treatment or disposal, and other properties to which we (or a
       company or business for which we are responsible) are linked. Such
       liability may include, for example, investigation and clean-up of the
       contamination, personal injury and property damage caused by the
       contamination, and damages to natural resources. Some of these
       liabilities may be imposed without regard to fault, and may also be joint
       and several (which can result in a liable party being held responsible
       for the entire obligation, even where other parties are also liable).

     We are legally or contractually responsible or alleged to be responsible
for the investigation and remediation of contamination at various sites, and
for personal injury or property damages, if any, associated with such
contamination. At some of these sites we have been notified that we are a
potentially responsible party under the federal Superfund law or similar state
laws. Other sites at which we may be responsible for contamination may be
identified in the future, including with respect to divested and acquired
businesses.


                                      S-12


     We have incurred, and expect to continue to incur, substantial costs to
satisfy our compliance obligations and discharge our liabilities under
environmental laws and regulations. While, based on the information presently
known to us, we do not expect environmental costs or contingencies to have a
material adverse effect on us, we may learn new information concerning existing
matters or discover new matters that could materially and adversely affect us.
In addition, evolving environmental, and health and safety, laws and
regulations may be adopted or imposed. We can give no assurance that we will
not incur material environmental costs or liabilities in the future. See
"Business -- Environmental Matters and Legal Proceedings."


RISKS RELATED TO OUR COMMON STOCK

     WE ARE CONTROLLED BY HEARTLAND, WHOSE INTERESTS IN OUR BUSINESS MAY BE
DIFFERENT THAN YOURS.

     As of March 31, 2002, on a pro forma basis after giving effect to this
offering, Heartland and its affiliates would have beneficially owned
approximately 32.3% of C&A's outstanding shares of common stock. By reason of
their share ownership and certain stockholders agreements, Heartland and its
affiliates are able to strongly influence or effectively control actions to be
taken by our stockholders or directors, including the election of at least
seven members of C&A's Board of Directors, amendments to C&A's amended and
restated certificate of incorporation and by-laws and approval of significant
corporate transactions, including mergers and sales of substantially all of our
assets.

     Pursuant to one stockholders agreement, Heartland, Blackstone Capital
Partners L.P. ("Blackstone"), Wasserstein L.L.C. ("Wasserstein") and certain of
their various affiliates have agreed to vote their shares to ensure that seven
members of C&A's Board of Directors will be designated by Heartland, so long as
Heartland continues to beneficially own at least 25% of the common stock owned
by it as of the date of the stockholders agreement. Blackstone and Wasserstein
have separately and unilaterally relinquished their rights to designate
directors under this stockholders agreement. Charles E. Becker and the other
former Becker stockholders are party to another stockholders agreement pursuant
to which they have agreed to vote their shares for designees of Heartland
representing a majority of C&A's Board of Directors. Heartland currently has
seven designees on C&A's 15 member Board of Directors. In addition, Textron has
the right to designate an additional member of the Board of Directors, which it
has presently chosen not to exercise. The size and composition of C&A's Board
of Directors is subject to change. You should consider that the interests of
Heartland may differ from yours in material respects. See "Management" and
"Principal Stockholders."

     WE MAY NOT BE ABLE TO MANAGE OUR BUSINESS AS WE MIGHT OTHERWISE DUE TO OUR
HIGH DEGREE OF LEVERAGE.

     We have indebtedness that is substantial in relation to our stockholders'
equity and cash flow. At March 31, 2002, on a pro forma basis after giving
effect to this offering, we would have had $1,331.6 million of outstanding
total debt. Our percentage of total debt and Products Preferred Stock to total
capitalization was [70.2]% at March 31, 2002 on such pro forma basis. As of
March 31, 2002, on such pro forma basis, we would have had an additional $100
million of unutilized borrowing capacity under our revolving credit facility
and lines of credit and $209.8 million of unutilized amounts under our
receivables facility. The degree to which we are leveraged will have important
consequences, including the following:

     o  our ability to obtain additional financing in the future for working
        capital, capital expenditures, acquisitions, business development
        efforts or general corporate purposes may be impaired;

     o  a substantial portion of our cash flow from operations will be dedicated
        to the payment of interest and principal on our indebtedness, dividends
        on the Products outstanding preferred stock (the "Products Preferred
        Stock"), and capital and operating lease expense, thereby reducing the
        funds available to us for other purposes;

     o  our operations are restricted by our debt instruments and the terms of
        the Products preferred stock, which contain material financial and
        operating covenants, and those restrictions will limit, among other
        things, our ability to borrow money in the future for working capital,
        capital expenditures, acquisitions or other purposes;


                                      S-13


     o  indebtedness under our senior credit facilities and the financing cost
        associated with our receivables facility will be at variable rates of
        interest, which makes us vulnerable to increases in interest rates;

     o  our leverage may place us at a competitive disadvantage as compared with
        our less leveraged competitors;

     o  our leverage will make us more vulnerable in the event of a downturn in
        general economic conditions or in any of our businesses; and

     o  our flexibility in planning for, or reacting to, changes in our business
        and the industry in which we operate may be limited.

     Our ability to service or refinance, when required, the Products Preferred
Stock and our debt, preferred stock, lease and other obligations will depend
principally upon our future operating performance, which will be affected by
prevailing economic conditions and financial, business and other factors, many
of which are beyond our control. Our sources of liquidity includes a
receivables facility which must be renewed on an annual basis. Our inability to
do this may adversely affect us. See "Description of Our Indebtedness and
Products Preferred Stock" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

     FUTURE SALES OF OUR COMMON STOCK AFTER THIS OFFERING, WHETHER BY US OR OUR
STOCKHOLDERS, COULD ADVERSELY AFFECT THE MARKET PRICE OF THE COMMON STOCK.

     Although the common stock is publicly traded, there has been a relatively
small public float for C&A common stock prior to this offering. After this
offering, approximately 87,200,000 shares of C&A common stock will be
outstanding. We believe that approximately 62,120,187 shares are "restricted
shares" within the meaning of Rule 144 under the Securities Act of 1933 and
held by persons who are parties to registration rights agreements with us.
These include approximately 8,860,000 shares held by persons associated with
two former affiliates which may be freely sold without limitation under Rule
144 after June 13, 2002. All of these persons have agreed in these registration
rights agreements not to sell or otherwise dispose of their shares for at least
120 days following specified transactions, including this offering, as
requested by the underwriters for this offering. However, the former affiliates
will have held their shares as non-affiliates of Collins & Aikman for a
sufficient period of time to freely sell their shares without restriction
following the expiration of this 120-day period. Moreover, these former
affiliates are investment funds and the registration rights agreements do not
prohibit them from distributing the shares held by them to their investors,
free of the transfer restrictions so long as these distributees own less than
1% of the outstanding C&A common stock. One of these funds has indicated that
it may do so prior to or following the offering. Other holders of shares may be
permitted, from time to time, to sell shares of C&A common stock subject to
compliance with the volume and other limitations of Rule 144 or pursuant to the
exercise of their demand or piggyback registration rights. Sales of shares of
C&A common stock in the public market, or the perception that such sales could
occur, may have a disruptive effect on the market price for, and trading in,
our common stock, particularly in light of our relatively small public float.
These sales might also make it more difficult for us to sell equity securities
in the future and at a price that we deem appropriate. In addition,
shareholders entitled to participate in the rights offering may exercise rights
and sell shares in a manner that could similarly adversely affect the market
for shares of C&A common stock. We have registered up to approximately $750
million in value of common stock that may be issued under the registration
statement to which this prospectus supplement relates, which may have some of
the adverse effects to which we have referred above.

     We also may issue shares of C&A common stock from time to time as
consideration for future acquisitions and investments. In the event any such
acquisition or investment is significant, the number of shares that we may
issue may in turn be significant. In addition, we may also grant registration
rights covering those shares in connection with any such acquisitions and
investments. We have also adopted a new stock option plan covering
approximately 6.6 million shares and we intend to grant options to purchase
common stock at prices which may be below prevailing market prices for a
substantial portion of the shares covered by the plan. If we issue options with
exercise prices that are less than the fair market value of our common stock,
we may be required to recognize an expense associated with the difference
between the exercise price and the fair market value.


                                      S-14


     WE HAVE SUBSTANTIAL AMOUNTS OF PREFERRED STOCK, SOME OF WHICH BEARS
DIVIDENDS AT INCREASING RATES, WHICH COULD ADVERSELY AFFECT YOUR INTERESTS AS A
COMMON STOCKHOLDER.

     On a pro forma basis, after giving effect to this offering, we would have
had approximately $203.5 million liquidation preference of Products Preferred
Stock on March 31, 2002. The terms of these shares are summarized under
"Description of Our Indebtedness and Products Preferred Stock", but prospective
investors in C&A common stock should note that dividends accrue at increasing
rates and we are permitted to pay only a portion of the dividends in cash under
our debt instruments. In addition, under certain circumstances, if we have not
offered to purchase certain of these shares that are still held by Textron,
there are further dividend increases up to 20% per annum rate. These provisions
and the accrual of non-cash dividends could adversely affect your returns as a
common stock investor.


     WE HAVE NOT RECENTLY PAID DIVIDENDS ON C&A COMMON STOCK, AND OUR HOLDING
COMPANY STRUCTURE MAY LIMIT OUR ABILITY TO PAY DIVIDENDS IN THE FUTURE.

     C&A is a holding company whose only material asset is the capital stock of
its subsidiaries. C&A's principal business operations are conducted by its
subsidiaries, and C&A has no operations of its own. Accordingly, C&A's only
source of cash to pay dividends is expected to be distributions with respect to
its ownership interests in its subsidiaries.We did not pay dividends or make
any other distributions with respect to C&A common stock during 2001. There can
be no assurance that C&A's subsidiaries will generate sufficient cash flow to
pay dividends or distribute funds to C&A or that contractual restrictions,
including certain restrictive covenants contained in the agreements governing
our credit facilities and senior subordinated notes or future debt instruments,
will permit such dividends or distributions. See "Description of Our
Indebtedness and Products Preferred Stock."


     A CHANGE OF CONTROL COULD RESULT IN THE ACCELERATION OF OUR DEBT
OBLIGATIONS.

     Certain changes of control could result in the acceleration of our senior
credit facilities, our senior subordinated notes and our senior notes and
adverse obligations in respect of the Products Preferred Stock. We cannot
assure you that we would be able to repay any indebtedness that is accelerated
as a result of a change in control or meet our other obligations, and this
would likely materially adversely affect our financial condition.


     THE C&A COMMON STOCK PRICE MAY BE VOLATILE, AND YOU COULD LOSE ALL OR PART
OF YOUR INVESTMENT.

     The market for equity securities has been extremely volatile. The
following factors could cause the price of C&A common stock in the public
market to fluctuate significantly from the price you will pay in this offering:

     o  actual or anticipated variations in our quarterly results of operations;


     o  changes in market valuations of companies in the retail automotive parts
        industry;

     o  changes in expectations of future financial performance or changes in
        estimates of securities analysts;

     o  fluctuations in stock market prices and volumes;

     o  issuances or sales of common stock or other securities in the future;

     o  the addition or departure of key personnel; and

     o  announcements by us or our competitors of acquisitions, investments or
        strategic alliances.

     Volatility in the market price of C&A common stock may prevent investors
from being able to sell their common stock at or above the public offering
price. In the past, class action litigation has often been brought against
companies following periods of volatility in the market price of those
companies' common stock. We may become involved in this type of litigation in
the future. Litigation is often expensive and diverts management's attention
and company resources and could have a material adverse effect on our business
and results of operations.


                                      S-15


     OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE, WHICH COULD CAUSE OUR STOCK
PRICE TO DECLINE.

     We have historically experienced sales declines during our OEM customers'
scheduled shut-downs, which usually occur during the third calendar quarter. In
addition, the following are among the factors that could cause our operating
results to fluctuate from quarter-to-quarter:

     o  declines in the North American, South American and European automobile
        and light truck builds;

     o  labor costs and strikes at our major customers and at our facilities;

     o  prices for raw materials used in the manufacture of our products;

     o  changes in consumer preferences;

     o  dependence on significant automotive customers;

     o  the level of competition in the automotive supply industry and pricing
        pressure from automotive customers; and

     o  risks associated with conducting business in foreign countries.

     Many of these factors are beyond our control, and we believe that you
should not rely on our results of operations for past periods as any indication
of our expected results in any future period. If our revenues vary
significantly from quarter-to-quarter, our business could be difficult to
manage and our quarterly results could be below expectations of investors and
stock market analysts, which could cause our stock price to decline.

     C&A'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN
PROVISIONS THAT COULD DISCOURAGE A TAKEOVER OR PREVENT OR DELAY A MERGER THAT
YOU BELIEVE IS FAVORABLE.

     The amended and restated certificate of incorporation and the bylaws of
C&A contain certain provisions that may delay, defer or prevent a change in
control of C&A and make removal of management more difficult. Some of these
provisions include:

     o  authorizing C&A's Board of Directors to issue, without prior stockholder
        approval, preferred stock commonly referred to as "blank check"
        preferred stock, with rights senior to those of the common stock;

     o  providing for a classified Board of Directors;

     o  prohibiting stockholder action by written consent;

     o  limiting the ability of stockholders to call special meetings or remove
        directors; and

     o  requiring advance notice for stockholders to nominate directors or
        propose matters for consideration at stockholder meetings.

     These and other provisions in C&A's amended and restated certificate of
incorporation and bylaws could reduce the price that investors might be willing
to pay for shares of C&A common stock in the future and result in the market
price being lower than it would be without these provisions. See "Description
of C&A Capital Stock -- Anti-Takeover Provisions."

     THERE MAY BE RISKS RELATED TO OUR PRIOR USE OF ARTHUR ANDERSEN LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANT.

     The consolidated financial statements of C&A for the years ended December
31, 2000 and December 25, 1999, included in the Annual Report on Form 10-K for
the year ended December 31, 2001 and incorporated by reference into this
prospectus supplement, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent public
accountants. Arthur Andersen LLP has not consented to the incorporation by
reference of their report in this prospectus supplement and we have dispensed
with the requirement to file their consent in reliance upon Rule 437a of the
Securities Act of 1933. Since Arthur Andersen LLP has not consented to the
incorporation by reference of their report in this prospectus supplement, you
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act of 1933 for any untrue statements of a material fact contained
in the financial statements audited by Arthur Andersen LLP or any omissions to
state a material fact required to be stated therein.


                                      S-16


     The indictment of Arther Andersen LLP may adversely affect Arthur Andersen
LLP's ability to satisfy any claims arising from the provision of auditing
services to us, including claims that may arise out of Arthur Andersen LLP's
audit of our financial statements incorporated by reference in this prospectus
supplement, and may impede our access to the capital markets after completion
of this offering. Arthur Andersen LLP, which audited our financial statements
incorporated by reference in this prospectus supplement for the years ended
December 25, 1999 and December 30, 2000, has informed us that on March 14, 2002
an indictment was unsealed charging it with federal obstruction of justice
arising from the government's investigation of Enron Corp. Arthur Andersen LLP
has indicated that it intends to contest the indictment vigorously. Should we
seek to access the public capital markets after we complete this offering, SEC
rules will require us to include or incorporate by reference in any prospectus
three years of audited financial statements. The SEC's current rules would
require us to present audited financial statements for one or more fiscal years
audited by Arthur Andersen LLP. If the SEC ceases accepting financial
statements audited by Arthur Andersen LLP, we could be unable to access the
public capital markets unless PricewaterhouseCoopers LLP, our current
independent accounting firm, or another independent accounting firm, is able to
audit the financial statements originally audited by Arthur Andersen LLP. Any
delay or inability to access the public capital markets caused by these
circumstances could have a material adverse effect on our business,
profitability and growth prospects.


     WE HAD PREVIOUSLY REPORTED MATERIAL WEAKNESSES WHICH MAY REQUIRE FURTHER
RESOLUTION.

     We note that, as a result of its 1999 audit, Arthur Andersen LLP reported
material weaknesses in C&A's internal control systems. The identified
conditions specifically related to four of our foreign locations, most of which
had been recently acquired. These weaknesses were primarily attributable to the
effects of implementing a new computer system as part of our acquisition
integration strategy and Year 2000 compliance efforts. Issues at these
locations primarily related to the detail records supporting the general ledger
and staff training needs. As a result, in 2000, we committed significant
resources to addressing the issues, including the re-implementation of certain
systems, implementing an internal audit function and replacing controllers at
three of the four locations. We made significant progress in addressing these
issues; however, Arthur Andersen LLP continued to report material weaknesses
following its 2000 audit because two of these four foreign locations were
assessed as continuing to have similar material weaknesses as in 1999.
Improvement efforts at these locations were hampered by personnel turnover and
continuing acquisition integration efforts. Arthur Andersen LLP did not modify
its report on our 1999 and 2000 audited financial statements as a consequence
of these material weaknesses. These items are no longer material weaknesses,
but they remain as items to be worked on and may require further resolution.


                                      S-17


                                USE OF PROCEEDS


     Based upon the closing sale price of our common stock as of June 4, 2002,
we expect to receive net proceeds from the sale of the shares, after deducting
the underwriting discount and estimated offering expenses, of approximately
$285.5 million. Such amount will vary based upon changes in the market price
for our shares. We intend to apply such net proceeds as follows:

     o  approximately $100 million to repurchase shares of the Products series A
        preferred stock issued to Textron as part of the consideration for the
        TAC-Trim acquisition at a price of approximately 75% of their
        liquidation preference and accrued and unpaid dividends thereon; and

     o  the balance of approximately $185.5 million will be retained by us for
        general corporate purposes, which may include strategic acquisitions and
        investments, debt reduction, preferred stock repurchases, or reduction
        of our receivables facility balances.

     We do not have current specific plans for the balance of the proceeds of
$185.5 million. Our determination as to how to specifically apply the balance
of the proceeds will depend upon a number of factors. We continually evaluate
strategic acquisitions and investments that will enhance the capabilities of
our existing businesses or add to our global presence or customer base, but we
do not have any agreements or understandings with respect to any of the
foregoing. At some presently indeterminate point in time, if no such
opportunities present themselves, we may elect to reduce our term debt under
our credit facilities or repurchase additional series A preferred stock or
reduce balances under our receivables facility with all or a portion of such
proceeds. Our decision will be based primarily upon our view as to how best to
maximize our flexibility and return on capital.

     As of March 31, 2002, Products had approximately $187.9 million in
liquidation preference, including accrued dividends of $5.2 million, of
outstanding series A preferred stock, which presently bears dividends at a rate
of 11% per annum and is mandatorily redeemable in January 2013. As of March 31,
2002 term debt under our senior credit facilities had a weighted average
interest rate of 8.9%. Our term debt matures on December 31, 2005. Indebtedness
under our senior credit facilities was incurred as part of the consideration
for the TAC-Trim acquisition and to refinance indebtedness under our prior
senior credit facilities. Pending application of proceeds to any particular
use, we intend to invest in high quality, short-term investments.


                                      S-18


                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and
capitalization as of March 31, 2002, on an actual basis and as adjusted to give
effect to the application of the net proceeds from this offering. You should
read this table in conjunction with the information under the headings "Use of
Proceeds," "Unaudited Pro Forma Financial Information," "Selected Historical
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements and the notes
to those financial statements incorporated by reference in this prospectus
supplement.



                                                            AS OF MARCH 31, 2002
                                                         ---------------------------
                                                            ACTUAL       AS ADJUSTED
                                                         ------------   ------------
                                                                (IN MILLIONS)
                                                                  
   Cash and cash equivalents .........................     $   92.1       $  277.6
                                                           ========       ========
   Credit Facilities:(1)(2)
     Revolving Credit Facility .......................           --             --
     Senior Credit Facilities ........................        395.5          395.5
   10 3/4% Senior Notes of Products due 2011 .........        500.0          500.0
   11 1/2% Senior Subordinated Notes of Products due
     2006 ............................................        400.0          400.0
   Other debt(3) .....................................         36.1           36.1
                                                           --------       --------
     Total debt ......................................      1,331.6        1,331.6
                                                           --------       --------
   Products Preferred Stock(4) .......................        160.5          100.5
                                                           --------       --------
   Common stock ($0.01 par value, 300.0 shares
     authorized; 67.2 shares issued and outstanding at
     March 31, 2002, actual; as adjusted 87.2 shares
     issued and outstanding at March 31, 2002, as
     adjusted) (5) ...................................          0.7            0.9
     Other paid-in capital(5) ........................      1,124.1        1,409,4
     Accumulated deficit (4) .........................       (688.8)        (728.8)
     Accumulated other comprehensive loss ............        (73.1)         (73.1)
                                                           --------       --------
      Total stockholders' equity .....................        362.9          608.4
                                                           --------       --------
        Total capitalization .........................     $1,855.0       $2,040.5
                                                           ========       ========


- ----------
(1)   Does not include our receivables facility. Our receivables facility
      provides us with up to $250.0 million of availability. None of this
      facility was utilized and $209.8 million was available at March 31, 2002.

(2)   Our senior credit facilities are comprised of $175.0 million of revolving
      credit availability, $100.0 million of tranche A term loans and $300.0
      million of tranche B term loans. See "Description of Our Indebtedness and
      Products Preferred Stock."

(3)   Other debt is principally comprised of borrowings at our Brazilian
      subsidiary.

(4)   Represents the reduction in carrying value of Products Preferred Stock as
      a result of the repurchase. The $100.0 million cash payment for the
      repurchase of Products series A preferred stock is at a price of
      approximately 75% of its liquidation preference of $133.3 million. The
      $133.3 million of liquidation preference was initially valued at
      approximately $60.0 million. The difference between the $60.0 million
      reduction in carrying value and the $100.0 million cash payment will be
      accounted for as an increase in accumulated deficit.

(5)   Represents $285.5 million of net offering proceeds.


                                      S-19


                   UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The following unaudited pro forma condensed consolidated statements of
operations have been derived from: (a) our audited and unaudited historical
financial statements filed in our 2001 Form 10-K and March 31, 2002 Form 10-Q
and in the audited and unaudited financial statements of Collins & Aikman,
Becker, Joan and TAC-Trim included in our Current Reports on Form 8-K filed
September 17, 2001, October 10, 2001 and January 14, 2002, respectively,
adjusted, as applicable, to give pro forma effect to the Acquisitions,
Financings, the February 2001 Heartland equity investment, the $86.9 million
sale and leaseback transaction entered into by TAC-Trim ("Textron Leasing
Transaction"), this offering and the assumed use of proceeds, and (b) unaudited
interim historical data for Collins & Aikman, Becker, Joan and TAC-Trim,
adjusted, to give pro forma effect to the Acquisitions, Financings and this
offering and the assumed use of proceeds. All information is presented after
giving pro forma effect to the 2.5-for-one reverse stock split. Shares
associated with proceeds which will be used for general corporate purposes are
not considered in computing loss per share.

     The TAC-Trim cash purchase price was financed through a combination of the
sale of 12.8 million shares of C&A's common stock and debt financing including
fees and expenses associated with the foregoing. Debt financing for the
TAC-Trim acquisition, as well as the refinancing of Products' existing credit
facilities, was obtained through $400 million of term loans under Products' new
$575 million senior credit facilities, the sale of accounts receivable under a
new accounts receivable financing arrangement and the issuance of $500 million
of 10 3/4% Senior Notes due 2011.

     The unaudited pro forma condensed consolidated statements of operations
for the year ended December 31, 2001 give pro forma effect to the Acquisitions,
the Financings, the Textron Leasing Transaction and this offering and the
assumed use of proceeds, as if they had occurred on January 1, 2001. In
addition, the pro forma condensed consolidated statement of operations for the
year ended December 31, 2001 gives effect to the February 2001 Heartland equity
investment and the unaudited pro forma condensed consolidated statement of
operations for the three months ended March 31, 2002 gives effect solely to
this offering and the assumed use of proceeds. The unaudited pro forma
condensed consolidated balance sheet as of March 31, 2002 gives pro forma
effect to this offering as if it occurred on March 31, 2002.

     The unaudited pro forma condensed consolidated statements of operations
are presented for informational purposes only and do not purport to represent
what our results of operations would actually have been had the referenced
transactions occurred at such time or to project our results of operations for
any future period or date.

     The pro forma adjustments are based upon available information and various
assumptions that we believe are reasonable. The pro forma adjustments and
certain assumptions are described in the accompanying notes. Pro form
adjustments have been used to eliminate historical goodwill amortization over
the periods presented. Appraisals for Becker and Joan were performed during
2001 and the related allocation of purchase price was completed. The allocation
of the purchase price for the TAC-Trim acquisition is preliminary and will be
revised upon the completion of the fixed asset and intangible asset appraisals,
which are in progress. Accordingly, as the appraisals are completed it is
likely that adjustments to depreciation expense as well as specifically
identifiable intangible assets and the related amortization will be recorded in
future periods. For purposes of the unaudited pro forma financial information,
the Company based on current knowledge and consultation with the outside
valuation specialists, estimates the value of identifiable, definite-lived
intangible assets at $40 million. Such intangible assets include proprietary
technologies such as Intellimold, Invisitech and other manufacturing and
software processes, customer relationships and trade names. Based on the nature
of these intangibles and their estimated useful lives, the weighted average
amortization period is seven years. The Company estimates that there are no
indefinite lived intangible assets resulting from the TAC-Trim acquisition.

     The unaudited pro forma condensed consolidated statements of operations
should be read in conjunction with the historical financial statements of C&A,
Becker, Joan and TAC-Trim and the related notes to such financial statements
found in our 2001 Form 10-K and March 31, 2002 Form 10-Q and our Current
Reports on Form 8-K filed September 17, 2001, October 10, 2001 and January 14,
2002, respectively, and incorporated by reference herein.


                                      S-20


     The purchase of Becker, Joan and TAC-Trim was at a significant premium
over historical net assets and the primary reasons for this premium are
described below:

     The Becker acquisition was important to the Company because it elevated us
from a sub-scale plastics player to a sizable, broad-range plastics supplier.
Becker's large-tonnage press capabilities complement our small-to-medium
tonnage capabilities, rounding out the products we can offer our customers.
Greater operating scale justifies greater investment in research and
development, which leads to better customer relationships and future technology
leadership. Synergies between Becker and C&A led the Company to pay well in
excess of the fair value of Becker's identifiable assets: together the two
businesses may negotiate lower prices on resin due to larger volume; several
plants can be closed into larger plants with open capacity, saving overhead
costs; Becker brings tooling operations which allow us to in-source tooling
requirements and capture some profit; and Charles Becker, a skilled and
successful veteran of the auto industry, provides synergies by applying his
expertise to C&A's plastics, tooling and European operations as C&A's Vice
Chairman.

     The Joan acquisition was important to the Company because it 1) increased
our market share in automotive fabrics and 2) gave us more control over product
quality and supply-chain management through vertical integration. Greater
operating scale justifies greater investment in research and development, which
leads to better customer relationships and future technology leadership.
Synergies between Joan and C&A led us to pay well in excess of the fair value
of Joan's identifiable assets: together the two businesses may negotiate lower
prices on yarn and dye due to larger volume; Joan's Lowell and Hickory plants
were not transferred because we had open capacity in our fabrics plants, saving
all overhead costs at the former Joan facilities; Joan brings a package dying
operation, Western Avenue Dyers, which allows us to in-source our package yarn
dying requirements and capture some profit; and the ability to package dye a
portion of its requirements provides leverage on the suppliers who provide the
balance of our package-dyed yarn.

     The TAC-Trim acquisition was important to the Company because it further
elevated us from a sizeable plastics player to a leading supplier in scale and
in manufacturing and product technology. Greater operating scale justifies
greater investment in research and development, which leads to better customer
relationships and future technology leadership. Synergies between TAC-Trim and
the Company led us to pay well in excess of the fair value of TAC-Trim's
identifiable assets: together the two businesses may negotiate lower prices on
resin and MRO due to larger volume; TAC-Trim's leading manufacturing
disciplines can be rolled out to our other plants to increase profitability and
decrease capital expenditures and working capital; before our acquisition of
TAC-Trim, the business bought parts for its cockpit products from outside
manufacturers, but we can in-source many of these parts and capture profit;
consolidation of overlapping headquarters functions generate savings on
headcount and occupancy costs.


                                      S-21


                  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                            STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED DECEMBER 31, 2001
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)






                                         1/1/01-   1/1/01-     1/1/01-
                                         6/30/01   9/20/01     12/20/01
                               C&A        BECKER     JOAN      TAC-TRIM
                          ------------- --------- --------- -------------
                                                
Net sales ...............    $1,823.3     $97.3      $94.6     $1,590.0
Cost of goods sold ......     1,604.5      91.2       75.9      1,430.3
                             --------     -----      -----     --------
Gross profit ............       218.8       6.1       18.7        159.7
Selling, general and
 administrative
 expenses ...............       164.4      11.1        3.2         83.0
Restructuring charges ...        18.8       1.2         --         10.2
                             --------     -----      -----     --------
Operating income ........        35.6      (6.2)      15.5         66.5
Interest expense, net ...        84.3       3.2        2.6          8.2
Loss on sale of
 receivables ............        10.8        --         --           --
Products preferred
 stock requirements .....         2.4        --         --           --
Other (income)
 expense, net ...........         6.4      (0.2)      (0.1)        38.8
Income (loss) from
 continuing
 operations before
 income taxes ...........       (68.3)     (9.2)      13.0         19.5
Income tax expense
 (benefit) ..............       (18.6)     (1.8)       5.7          8.4
                             --------     -----      -----     --------
Income (loss) from
 continuing
 operations .............    $  (49.7)    $(7.4)     $ 7.3     $   11.1
                             ========     =====      =====     ========
Reflects the one-for-2.5 reverse stock split effected on May 28, 2002
Income (loss) from continuing operations per common share:
 Basic and diluted ....................................................
Average common shares outstanding:
 Basic and diluted ....................................................




                                             PRO FORMA ADJUSTMENTS
                          ------------------------------------------------------------
                                                                                            PRO
                                                                          OFFERING         FORMA
                            TAC-TRIM                                       ADJUST-         AS AD-
                            ITALY(1)         OTHER         SUBTOTAL         MENTS          JUSTED
                          ------------ ---------------- ------------- ---------------- -------------
                                                                        
Net sales ...............    $(124.2)        $   --        $3,481.0          $  --        $3,481.0
Cost of goods sold ......     (145.0)         (30.1)(2)     3,026.8             --         3,026.8
                             -------         ------        --------          -----        --------
Gross profit ............       20.8           30.1           454.2             --           454.2
Selling, general and
 administrative
 expenses ...............       (8.1)          (1.9)(3)       251.7             --           251.7
Restructuring charges ...         --             --            30.2             --            30.2
                             -------         ------        --------          -----        --------
Operating income ........       28.9           32.0           172.3                          172.3
Interest expense, net ...       (1.0)          52.1 (4)       149.4             --           149.4
Loss on sale of
 receivables ............         --           (4.3)(5)         6.5             --             6.5
Products preferred
 stock requirements .....         --           46.2 (6)        48.6          (19.3)(6)        29.3
Other (income)
 expense, net ...........        3.4          (32.4)(7)        15.9             --            15.9
Income (loss) from
 continuing
 operations before
 income taxes ...........       26.5          (29.6)          (48.1)          19.3           (28.8)
Income tax expense
 (benefit) ..............        9.5            9.1 (8)        12.3             --            12.3
                             -------         ------        --------          -----        --------
Income (loss) from
 continuing
 operations .............    $  17.0         $(38.7)       $  (60.4)         $19.3        $  (41.1)
                             =======         ======        ========          =====        ========
Reflects the one-for-2.5 reverse stock split effected on May 28, 2002
Income (loss) from continuing operations per common share:
 Basic and diluted .................................................................      $  (0.56)
Average common shares outstanding:
 Basic and diluted .................................................................          74.0
                                                                                          ========


See notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

                                      S-22


              NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                            STATEMENT OF OPERATIONS


     The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 2001 reflects results of operations for Becker,
Joan and TAC-Trim independently through the acquisition dates of July 3, 2001,
September 21, 2001 and December 20, 2001, respectively. Subsequent to the
acquisition dates, results of operations for Becker, Joan and TAC-Trim have
been included in the results of operations of C&A.

     The unaudited pro forma condensed consolidated statement of operations
includes adjustments necessary to reflect the estimated effect of the
Acquisitions, Financings, the February 2001 Heartland equity investment and the
Textron Leasing Transaction as if they had occurred on January 1, 2001.

     1. The statement of operations for TAC-Trim reflects a 90% consolidated
interest in Textron Automotive Italia S.r.l. ("TAC-Trim Italy"). The TAC-Trim
acquisition provides for the acquisition of only 50% of TAC-Trim Italy's parent
company and gives both parties significant participatory rights. This
adjustment provides for the removal of TAC-Trim Italy. See footnote 7 for the
adjustment to account for C&A's corresponding 50% equity investment in TAC-Trim
Italy's parent company.

     2. Represents pro forma adjustments to decrease cost of goods sold for the
respective entries as follows (in millions):



                                                                                  YEAR ENDED DECEMBER 31, 2001
                                                                        ------------------------------------------------
                                                                          BECKER        JOAN      TAC-TRIM       TOTAL
                                                                        ----------   ---------   ----------   ----------
                                                                                               
Depreciation ....................................            (a) (e)       $(0.2)      $  --       $ (7.7)      $ (7.9)
Joan purchase savings ...........................            (b)              --        (0.4)          --         (0.4)
Cost associated with leases not assumed .........            (c)              --        (0.3)          --         (0.3)
Material purchase savings .......................            (d)              --          --           --         (3.6)
Textron Leasing Transaction .....................            (e)              --          --          9.6          9.6
Purchase accounting adjustment to customer
 supply contracts ...............................            (f)              --          --        (27.5)       (27.5)
                                                                                                                ------
                                                                                                                $(30.1)
                                                                                                                ======


- ----------
(a)  Represents (i) decreased depreciation expense, primarily resulting from the
     reduction in value of leasehold improvements for leases on facilities to be
     closed in connection with the Becker acquisition, and (ii) decreased
     depreciation expense from the reduction of assets resulting from the
     Textron Leasing Transaction.

(b)  In connection with the Joan acquisition, Collins & Aikman entered into a
     contract with a company owned by the selling shareholder to purchase flat
     woven goods. The adjustment reflects the difference between historical and
     contractually agreed prices applied to actual purchases made from the
     previously related party supplier during the periods indicated.

(c)  Adjustment reflects costs associated with leases not assumed on Joan
     facilities contractually excluded from the Joan acquisition. All other
     costs associated with the retained business continue to be reflected in the
     Unaudited Pro Forma Condensed Consolidated Statement of Operations.

(d)  Collectively, Collins & Aikman, Becker and TAC-Trim have both common
     suppliers and common commodity purchases. The adjustment reflects purchase
     savings mathematically derived from the lowest historically contracted
     pricing applied to actual purchase volumes during the pro forma periods
     presented.

(e)  The adjustments reflect the impact of the Textron Leasing Transaction
     completed in connection with the transactions. Assuming the Textron Leasing
     Transaction had occurred on January 1, 2001, we would have replaced
     depreciation expense with lease expense. The estimated depreciation expense
     associated with the assets included in the Textron Leasing Transaction was
     $7.7 million for the year ended December 31, 2001. The estimated lease
     expense from the Textron Leasing Transaction would have been $9.6 million
     for the same period.

(f)  The adjustment reflects the impact of purchase accounting adjustments to
     customer supply contracts.


                                      S-23


     3. Represents pro forma adjustments to increase/(decrease) selling,
general and administrative expense as follows (in millions):




                                                                              YEAR ENDED DECEMBER 31, 2001
                                                                    ------------------------------------------------
                                                                      BECKER        JOAN      TAC-TRIM       TOTAL
                                                                    ----------   ---------   ----------   ----------
                                                                                           
Elimination of related party management fees
 and other ..........................................    (a)           $(1.4)      $  --        $  --        $(1.4)
Elimination of certain management positions .........    (b)            (0.4)       (0.3)        (2.7)        (3.4)
Amortization ........................................    (c)             1.8          --           5.7         7.5
TAC-Trim employee benefit plan adjustments ..........    (d)              --          --           2.2         2.2
Net increase in parent company management
 fee ................................................    (e)              --          --           --           .3
                                                                                                             -----
                                                                                                               5.2
 Less: Historical goodwill amortization .............                                                         (7.1)
                                                                                                             -----
                                                                                                             $(1.9)
                                                                                                             =====


- ----------

(a)  Represents adjustment to eliminate related party management fees and other
     fees historically paid by Becker to its related parties. The management and
     oversight function will be replaced by support provided by Collins & Aikman
     and Heartland (see 3(e) for the net increase in quarterly advisory fees).

(b)  Reflects the elimination of compensation and benefits costs of certain
     executive management positions that are redundant with existing positions.
     The selling companies are primarily responsible for severance costs
     associated with these individuals. Collins & Aikman anticipates incurring
     $0.6 million in severance costs relating to these individuals. Such costs
     are not reflected in the unaudited pro forma condensed consolidated
     financial statement.

(c)  Reflects amortization of intangible assets for TAC-Trim which are assumed
     to have a value of $40 million and a 7 year average life for purposes of
     the pro forma results. The allocation of the purchase price for the
     TAC-Trim acquisition is preliminary and will be revised upon the completion
     of the fixed asset and intangible asset appraisals, which are in progress.
     As the appraisals are completed it is likely that additional depreciation
     expense as well as specifically identifiable assets and the related
     amortization will be recorded in future periods. C&A's historical results
     do not reflect amortization related to intangible assets. Appraisals for
     Becker and Joan were performed during 2001 and the related allocation of
     purchase price was completed. As a result of these appraisals, $18 million
     was allocated to definite lived intangible assets, representing non-compete
     agreements, which will be amortized over their five year lives.

     If the TAC-Trim intangible assets were $10 million greater or less than the
     $40 million assigned value, the pro forma EPS (without regard to tax
     effect, if any) would have been $0.02 lower or higher, respectively.

(d)  In connection with the TAC-Trim acquisition, certain purchase accounting
     adjustments for TAC-Trim pensions and other post-retirement benefit plans
     will be necessary. These adjustments reflect the net effect on historically
     recorded benefit expenses as if the transactions had occurred on January 1,
     2001 and primarily result from a decrease in the funded status of the
     pension plan and conventional purchase accounting adjustments, offset by
     savings derived from a change to a cash balance plan (as provided by the
     amended TAC-Trim acquisition agreement).

(e)  Represents the net additional quarterly advisory fee contractually arranged
     with Heartland.

     4. Represents the increase in interest expense to reflect the impact of
(i) the elimination of interest expense reflected in the historical financial
statement, which is replaced by (ii) interest expense resulting from the
acquisition pro forma debt structure, and (iii) the amortization of financing
costs over the terms of the corresponding debt. A summary follows (in
millions):



                                                                       YEAR ENDED
                                                                    DECEMBER 31, 2001
                                                                   ------------------
                                                                
   Interest on Revolving Credit Facility (a) .....................       $   --
   Interest on Tranche A Facility (a) ............................          7.8
   Interest on Tranche B Facility (a) ............................         24.0
   Interest on Products 11 1/2% Senior Subordinated Notes ........         46.0
   Interest on Products 10 3/4% Senior Notes .....................         53.8
   Other (b) .....................................................          7.7
                                                                         ------
      Subtotal ...................................................        139.3
   Amortization of debt issue costs (c) ..........................         10.7
                                                                         ------
      Interest expense under new debt structure ..................        150.0
   Less: historical interest expense .............................        (97.9)
                                                                         ------
      Net increase ...............................................       $ 52.1
                                                                         ======


- ----------
(a)  The interest on the revolving credit facility and the tranche A term loan
     facility is variable based on LIBOR plus 3.75%, with a minimum LIBOR rate
     of 3.00%. The assumed interest rate of 7.75% was in effect during the
     period. The interest on the tranche B term loan facility is variable based
     on LIBOR plus 4.00%, with a minimum LIBOR rate of 3.00%. The interest rate
     of 8.00% was in effect during the period. Based on $100 million of
     borrowings under the tranche A term facility and $300 million of borrowings
     under the tranche B term facility, a 0.125% increase or decrease in the
     assumed weighted average interest rate for the term loans would change pro
     forma interest expense by $0.4 million for the year ended December 31,
     2001.


                                      S-24


(b)  Other includes interest on foreign debt, commitment fees and letters of
     credit fees.

(c)  Debt issuance costs are amortized over the term of the corresponding
     agreements ranging from 4 to 10 years. Offering adjustment represents
     write-off of unamortized debt issuance costs allocable to the debt being
     repaid.

     5. Represents the elimination of historical loss on sale of receivables
and replacement with the pro forma loss on sale of receivables. The resulting
pro forma loss on sale of receivables assumes the sale of $183.3 million of
receivables and an effective rate of 3.52% (commercial paper rate at December
31, 2001, plus 1.50%).

     6. Represents the preferred stock requirements on Products Preferred Stock
issued as part of the TAC-Trim acquisition (in millions):



                                                                                YEAR ENDED
                                                                            DECEMBER 31, 2001    OFFERING
                                                                           -------------------  ----------
                                                                                         
 Products Preferred Stock requirements calculated using the effective
  interest method (annual dividend rate carrying value of $82.2 million
  (Series A) .............................................................        $26.5           $(19.3)
 Products Preferred Stock requirements calculated using the effective
  interest method (annual dividend rates of 12%, escalating to 16%) on the
  carrying value of $64.7 million (Series B and C)........................         22.1               --
 Less: historical preferred stock requirements recorded ..................         (2.4)              --
                                                                                  -----           ------
                                                                                  $46.2           $(19.3)
                                                                                  =====           ======


     The $19.3 million offering adjustment gives effect to the $100 million
repurchase of $133.3 million liquidation preference of Products Series A
Preferred Stock with a carrying value of $60 million. The $40 million excess
over the carrying value has not been reflected in the pro forma statement of
operations, however this will be an increase to accumulated deficit and
deducted from net income in arriving at net income available to common
shareholders in the period in which the transaction occurs (which is expected
to be in the second or third quarter of 2002).

     The amounts below reflect the repurchase of $133.3 million liquidation
value of Series A Product Preferred Stock. The remaining $106.2 million
difference between the carrying amount and liquidation value will be accreted
through the statement of operations through December 31, 2012 using the
effective interest method.



                      JANUARY 1, 2001
                         CARRYING        LIQUIDATION
                          AMOUNT            VALUE       DIFFERENCE
                      ---------------    -----------    ----------
                                              
Series A .........          22.2             49.4           27.2
Series B .........          55.7            123.7           68.0
Series C .........           9.0             20.0           11.0
                            ----            -----          -----
                            86.9            193.1          106.2
                            ====            =====          =====


     The terms of our debt instruments place significant restrictions on our
ability to pay cash dividends. The computation assumes dividends are paid
quarterly. The terms of the instruments allow dividends to be accumulated. If
dividends were not paid the preferred stock requirements would increase $1.0
million.

     7. This adjustment gives effect to equity accounting for our 50%
investment in TAC-Trim Italy's parent company in the net losses in TAC-Trim
Italy ($10.2 million). See footnote 1 for further discussion on the equity
investment in TAC-Trim Italy's parent company. This adjustment also reverses
the $42.6 million loss on the Textron Leasing Transaction reflected in their
historical financial statements.

     8. Represents the estimated tax effect of the foregoing adjustments at
C&A's marginal tax rates. Such adjustment recognizes Products Preferred Stock
requirements as permanent differences. In addition, the adjustment reflects the
net additional tax for Becker and Joan as if the acquired companies were taxed
as C-corporations for all periods presented at C&A's marginal tax rates.


                                      S-25


                  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                            STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2002
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)






                                                               C&A            OTHER           OFFERING        PRO FORMA
                                                           -----------   --------------   ---------------   ------------
                                                                                                
Net sales ..............................................      $914.8         $  --             $  --           $914.8
Cost of goods sold .....................................       783.7            --                --            783.7
                                                              ------         -----             -----           ------
Gross profit ...........................................       131.1            --                --            131.1
Selling, general and administrative expenses ...........        66.2           1.4 (1)            --             67.6
Restructuring charges ..................................         9.1            --                --              9.1
                                                              ------         -----             -----           ------
Operating income .......................................        55.8          (1.4)               --             54.4
Interest expense, net ..................................        37.3            --                --             37.3
Loss on sale of receivables ............................         1.1            --                --              1.1
Products Preferred Stock requirements ..................        11.2            --              (3.5)(2)          7.7
Other expense, net .....................................         6.3            --                --              6.3
                                                              ------         -----             -----           ------
Income (loss) from continuing operations before
 income taxes ..........................................        (0.1)         (1.4)              3.5              2.0
Income tax expense (benefit) ...........................         5.9            --                --              5.9
                                                              ------         -----             -----           ------
Income (loss) from continuing operations ...............      $ (6.0)        $(1.4)            $ 3.5           $ (3.9)
                                                              ======         =====             =====           ======
Reflects the one for 2.5 reverse stock split effected on
 May 28, 2002
Income (loss) from continuing operations per
 common share:
 Basic and diluted ....................................................................................        $(0.05)
Average common shares outstanding:
 Basic and diluted ....................................................................................          74.2
                                                                                                               ======


See notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

                                      S-26


     1. Reflects amortization of intangible assets for TAC-Trim which are
assumed to have a value of $40 million and a 7 year average life for purposes
of the pro forma results. The allocation of the purchase price for the TAC-Trim
acquisition is preliminary and will be revised upon the completion of the fixed
asset and intangible asset appraisals, which are in progress. As the appraisals
are completed it is likely that additional depreciation expense as well as
specifically identifiable assets and the related amortization will be recorded
in future periods. C&A's historical results reflect amortization related to
Becker intangible assets such as non-compete agreements which are being
amortized over its five year life. Appraisals for Becker and Joan were
performed during 2001 and the related allocation of purchase price was
completed.

     2. Represents the adjustment of Products preferred stock requirements as a
result of the $100.0 million repurchase of $133.3 million liquidation
preference of Products Preferred Stock, Series A.


                                      S-27


           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                 (IN MILLIONS)



                                                                     C&A             ADJUSTMENTS          PRO FORMA
                                                                ------------   ----------------------   ------------
                                                                                               
Current Assets:
 Cash and cash equivalents ..................................     $   92.1             $185.5(1)          $  277.6
 Accounts receivable, net ...................................        487.4                 --                487.4
 Inventories ................................................        143.8                 --                143.8
 Other ......................................................        148.4                 --                148.4
                                                                  --------             ------             --------
   Total current assets .....................................        871.7              185.5              1,057.2
Property, plant and equipment, net ..........................        608.7                 --                608.7
Deferred tax assets .........................................        132.9                 --                132.9
Other assets ................................................        176.1                 --                176.1
Goodwill ....................................................      1,289.8              (25.0)(2)(5)       1,264.8
Intangible assets ...........................................         15.3               40.0 (2)             55.3
                                                                  --------             ------             --------
TOTAL ASSETS ................................................     $3,094.5             $200.5             $3,295.0
                                                                  ========             ======             ========
Current Liabilities:
 Short-term borrowings                                            $   33.0             $  --              $   33.0
 Current maturities of long-term debt .......................         22.2                --                  22.2
 Accounts payable ...........................................        531.7                 --                531.7
 Accrued expenses ...........................................        290.2               15.0 (5)            305.2
                                                                  --------             ------             --------
   Total current liabilities ................................        877.1               15.0                892.1
Long-term debt ..............................................      1,276.4                 --              1,276.4
Other, including post-retirement benefit obligation .........        417.6                 --                417.6
Products Preferred Stock, mandatorily redeemable
 in 2012 ....................................................        160.5              (60.0)(3)            100.5
Common stock ($.01 par value, 300.0 shares
 authorized, 67.2 shares issued and outstanding at
 March 31, 2002; as adjusted 87.2 shares issued and
 outstanding at March 31, 2002 ..............................          0.7                0.2 (4)              0.9
Other paid-in capital .......................................      1,124.1              285.3 (4)          1,409.4
Accumulated deficit .........................................       (688.8)             (40.0)(3)           (728.8)
Accumulated other comprehensive loss ........................        (73.1)                                  (73.1)
TOTAL COMMON STOCKHOLDERS' EQUITY ...........................        362.9              245.5                608.4
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................     $3,094.5             $200.5             $3,295.0
                                                                  ========             ======             ========


- ----------
1. Represents net cash proceeds of $285.5 million from the offering less $100.0
   million used for the repurchase of Products Preferred Stock.

2. Reflects the additional payment made to settle the purchase price of TAC-Trim
   and the allocation of $40.0 million of purchase price to identifiable
   intangible assets.

3. The $100.0 million cash payment represents the repurchase of Products Series
   A preferred stock at a price of approximately 75% of its liquidation
   preference of $133.3 million and a carrying value of $60.0 million. The
   difference between the $60.0 million carrying value and the $100.0 million
   cash payment is an increase to accumulated deficit, in the period of such
   repurchase, and income available for common shareholders will be reduced by
   the $40.0 million.

4. Represents $285.5 million of net offering proceeds.

5. Represents an agreed settlement for the final working capital levels of
   TAC-Trim of $15.0 million.


                                      S-28


                      SELECTED HISTORICAL FINANCIAL DATA


     The following table sets forth our selected financial data for the fiscal
years ended December 27, 1997, December 26, 1998, December 25, 1999, December
31, 2000 and December 31, 2001 and the three months ended March 31, 2001 and
2002. The selected financial information for the fiscal years ended December
25, 1999 and December 31, 2000 has been derived from C&A's historical
consolidated financial statements incorporated by reference in the prospectus
supplement, which have been audited by Arthur Andersen LLP, independent
accountants (see "Change in Accountants" in our Annual Report on Form 10-K for
the year ended December 31, 2001, which is incorporated by reference in this
prospectus supplement). The selected financial information for the fiscal years
ended December 27, 1997 and December 26, 1998 has also been derived from C&A's
historical consolidated financial statements audited by Arthur Andersen LLP.
The selected financial information for the year ended December 31, 2001 has
been derived from C&A's historical consolidated financial statements
incorporated by reference in the prospectus supplement, which have been audited
by PricewaterhouseCoopers LLP, independent accountants. The selected financial
information for the three month periods ended March 31, 2001 and March 31, 2002
has been derived from C&A's unaudited historical condensed financial
statements, which, in the opinion of management, include all adjustments,
including usual recurring adjustments, necessary for the fair presentation of
that information for such period.

     The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Unaudited Pro Forma Financial Information" and the historical consolidated
financial statements and related notes for C&A, Becker, Joan and TAC-Trim
incorporated by reference in the prospectus supplement. All per share data
gives effect to the one-for-2.5 reverse stock split.



                                                     FISCAL YEAR ENDED (1)
                            ------------------------------------------------------------------------   THREE MONTHS    THREE MONTHS
                            DECEMBER 27,   DECEMBER 26,   DECEMBER 25,   DECEMBER 31,   DECEMBER 31,      ENDED           ENDED
                                1997           1998           1999           2000           2001      MARCH 31, 2001  MARCH 31, 2002
                            ------------- -------------- -------------- -------------- ------------- --------------- ---------------
                                                             (DOLLARS IN MILLIONS)
                                                                                                 
STATEMENT OF OPERATIONS
 DATA:
 Net Sales ................  $ 1,629.3      $ 1,825.5      $ 1,898.6      $ 1,901.8      $ 1,823.3       $ 453.1         $ 914.8
 Gross Profit .............      233.2          248.2          284.7          266.6          218.8          58.8           131.1
 Selling, general and
  administrative
  expenses (excluding
  goodwill
  amortization) ...........      119.4          142.7          145.8          151.4          157.3          36.4            66.2
 Restructuring charge
  and impairment of
  long-lived assets (2) ...       22.6             --           33.4             --           18.8           9.2             9.1
 Goodwill amortization ....        6.7            7.0            7.0            7.1            7.1           1.8              --
 Operating income .........       84.5           98.5           98.5          108.1           35.6          11.4            55.8
 Interest expense, net
  (3) .....................       77.6           82.0           92.1           96.6           84.3          23.3            37.3
 Products Preferred
  Stock Requirements ......         --             --             --             --            2.4            --            11.2
 Loss on sale of
  receivables (4) .........        4.7            6.1            5.4            9.2           10.8           1.4             1.1
 Income (loss) from
  continuing operations
  before income taxes .....        2.9            5.2           (1.2)           0.8          (68.3)        (15.0)           (0.1)
 Income tax expense
  (benefit) ...............       13.0            5.3            0.2            2.2          (18.6)         (7.9)            5.9
 Loss from continuing
  operations ..............      (10.1)           (.1)          (1.4)          (1.4)         (49.7)         (7.1)           (6.0)
 Income from
  discontinued
  operations, including
  disposals, net of
  income taxes ............      166.0             --             --            6.6            8.8            --              --
 Income (loss) before
  extraordinary items
  and cumulative effect
  of a change in
  accounting principle ....      156.0            (.1)          (1.4)           5.2          (40.9)         (7.1)           (6.0)
 Net income (loss) (5) ....      155.2           (3.8)         (10.2)           4.5          (46.2)         (7.4)           (6.0)


                                 S-29





                                                    FISCAL YEAR ENDED (1)
                          --------------------------------------------------------------------------
                                                                                                       THREE MONTHS    THREE MONTHS
                           DECEMBER 27,   DECEMBER 26,   DECEMBER 25,   DECEMBER 31,   DECEMBER 31,       ENDED           ENDED
                               1997           1998           1999           2000           2001       MARCH 31, 2001  MARCH 31, 2002
                          -------------- -------------- -------------- -------------- -------------- --------------- ---------------
                                                            (DOLLARS IN MILLIONS)
                                                                                                
Per Share Data:
 Historical ..............
 Loss from continuing
  operations per basic
  and diluted share ......        (0.15)            --          (0.02)         (0.03)         (0.51)         (0.10)         (0.04)
 Addback goodwill
  amortization, net of
  tax ....................          .09            .09            .10            .10            .06            .02             --
                              ---------      ---------      ---------      ---------      ---------      ---------     ----------
 As adjusted .............        (0.06)           .09            .08            .07          (0.45)         (0.08)         (0.04)
 Dividends per share .....           --             --           0.81             --             --             --             --
Giving effect to reverse
 stock split
 Loss from continuing
  operations per basic
  and diluted share ......        (0.38)            --          (0.06)         (0.06)         (1.28)         (0.25)         (0.09)
 Addback goodwill
  amortization, net of
  tax ....................         0.22           0.23           0.24           0.25           0.16           0.05             --
                              ---------      ---------      ---------      ---------      ---------      ---------     ----------
 As adjusted .............        (0.16)          0.23           0.18           0.19          (1.12)         (0.20)         (0.09)
 Dividends per share .....           --             --           2.03            --              --             --             --
BALANCE SHEET DATA (AT
 PERIOD END):
 Total assets ............    $ 1,302.4      $ 1,382.2      $ 1,348.9      $ 1,280.3      $ 2,987.9      $ 1,281.2      $ 3,094.5
 Long-term debt,
  including current
  portion ................        772.9          866.0          912.5          884.0        1,301.9          821.2        1,298.6
 Common stockholders'
  equity (deficit) .......        (66.9)         (79.8)        (151.1)        (154.9)         374.7          (64.6)         362.9
OTHER DATA (FROM
 CONTINUING OPERATIONS):
 Capital expenditures ....    $    56.5      $    95.8      $    86.4      $    69.0      $    54.5      $    10.7      $    27.4
 Depreciation and
  amortization ...........         58.8           67.1           71.4           74.7           81.8           20.1           29.1


- ----------
(1)   The year 2001 was a calendar year; fiscal year 2000 had 53 weeks; all
      other fiscal years had 52 weeks.

(2)   In 2001, we recorded a restructuring charge consisting of $7.6 million in
      asset impairments and $11.2 million primarily related to severance
      accruals. In 1999, we recorded a restructuring charge consisting of $13.4
      million in asset impairments and $20.0 million primarily related to
      severance accruals. In 1997, we wrote down fixed assets by $5.1 million
      and reduced goodwill by $17.5 million to reflect impairments in the
      carrying values of certain assets and goodwill associated with two of our
      manufacturing facilities.

(3)   Excludes amounts allocated to discontinued operations totaling $12.5
      million in 1997. No amounts were allocated to discontinued operations in
      2001, 2000, 1999 and 1998.

(4)   Excludes amounts allocated to discontinued operations totaling $0.6
      million in 1997. No amounts were allocated to discontinued operations in
      2001, 2000, 1999 and 1998.

(5)   In 1999, we recorded an $8.8 million charge for the cumulative effect of
      a change in accounting principle related to start-up costs.


                                      S-30


                           FORWARD-LOOKING STATEMENTS

     This prospectus supplement contains "forward-looking" information, as that
term is defined by the federal securities laws, about our financial condition,
results of operations and business. You can find many of these statements by
looking for words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and similar words used in this prospectus supplement.

     These forward-looking statements are subject to numerous assumptions,
risks and uncertainties (including trade relations and competition). Because
the statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by the forward-looking
statements. We caution readers not to place undue reliance on the statements,
which speak only as of the date of this prospectus supplement.

     The cautionary statements set forth above should be considered in
connection with any subsequent written or oral forward-looking statements that
we or persons acting on our behalf may issue. We do not undertake any
obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this prospectus supplement or to
reflect the occurrence of unanticipated events.

     Risks and uncertainties that could cause actual results to vary materially
from those anticipated in the forward-looking statements included in this
prospectus supplement include general economic conditions in the market in
which we operate and industry-based factors such as:

     o  declines in the North American, South American and European automobile
        and light truck manufacturing volumes,

     o  labor costs and strikes at our major customers and at our facilities,

     o  changes in consumer preferences,

     o  dependence on significant automotive customers,

     o  the level of competition in the automotive supply industry and pricing
        pressure from automotive customers and

     o  risks associated with conducting business in foreign countries.

     In addition, factors more specific to us could cause actual results to
vary materially from those anticipated in the forward-looking statements
included in this prospectus supplement such as substantial leverage,
limitations imposed by our debt instruments, our ability to successfully
integrate acquired businesses, including actions we have identified as
providing cost saving opportunities, and our ability to successfully pursue our
prime contractor business strategy and our customer concentration.

     Our divisions may also be affected by changes in the popularity of
particular vehicle models or particular interior trim packages or the loss of
programs on particular vehicle models.

     We disclose important factors that could cause our actual results to
differ materially from our expectations under "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this prospectus supplement. These cautionary statements qualify
all forward-looking statements attributable to us or persons acting on our
behalf. When we indicate that an event, condition or circumstance could or
would have an adverse effect on us, we mean to include effects upon our
business, financial and other conditions and results of operations.

     Market data and other statistical information used throughout this
prospectus supplement are based on data supplied by CSM Worldwide, an
independent market research firm. Some data are also based on our good faith
estimates, which are derived from our review of internal surveys, as well as
the CSM Worldwide data. Although we believe these sources are reliable, we have
not independently verified the information and cannot guarantee its accuracy
and completeness. Unless otherwise specified, all market share data refer to
the North American, or NAFTA countries, automotive market and relates to our
pro forma 2001 information.


                                      S-31


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

     We are a global leader in the design, engineering and manufacturing of
automotive interior components, including instrument panels, fully assembled
cockpit modules, floor and acoustic systems, automotive fabric, interior trim
and convertible top systems. We have the number one or two North American
market share position in seven out of ten major automotive interior categories
tracked by CSM Worldwide and are also the largest North American supplier of
convertible top systems. We are a leading global supplier of fully assembled
cockpit modules, a growing market segment. Sales are primarily made to North
American and European automotive OEMs and Tier I integrators. In North America,
we manufacture components for over 90% of all light vehicle production
platforms. The automotive supply industry in which we compete is cyclical and
is influenced by the level of North American and European vehicle production.

     Our net sales in 2001 were $1,823.3 million compared to $1,901.8 million
in 2000. In fiscal year 2000, we changed our year-end to a calendar year-end.
The 2000 fiscal year consisted of 53 weeks.

     In February 2001, Heartland acquired a controlling interest in C&A.
Heartland is a private equity firm formed to focus on investments in industrial
companies. As a result of the transaction, Heartland is entitled to elect a
majority of C&A's Board of Directors. Heartland's strategy is to facilitate the
growth of its controlled companies through acquisitions and internal growth.
Since Heartland's initial investment in February 2001, we have aggressively
pursued acquisitions in furtherance of our strategy to become a prime
contractor to Tier I integrators and OEMs.


RECENT ACQUISITIONS

     We completed three key acquisitions in 2001. The acquisition of Becker
Group L.L.C., a leading supplier of plastic components to the automotive
industry, was completed in July 2001; the acquisition of Joan Automotive
Industries, Inc., a leading supplier of body cloth to the automotive industry,
and Joan's affiliated yarn dyeing operation, Western Avenue Dyers, L.P., was
completed in September 2001. The Becker and Joan acquisitions were financed
through issuances of C&A common stock, warrants to purchase C&A common stock,
cash on hand and borrowings under a revolving credit facility and sales of the
acquired companies' accounts receivable under the receivables facility. The
TAC-Trim acquisition completed in December 2001, the refinancing of our then
existing credit agreement and the replacement of the receivables facility were
funded through the offering of $500 million in notes, the issuance of $160
million of C&A common stock for cash, borrowings under a new senior secured
credit facility and sales of receivables under a new receivables facility. We
also issued to Textron, the seller, 7.2 million shares of C&A common stock
(after giving effect to our announced reverse stock split) and 0.3 million
shares of Products Preferred Stock with an estimated fair value at the time of
the acquisition of $160.9 million and $146.9 million respectively. Commitments
under the new senior secured credit facility total $575 million, and are
comprised of $400 million of term loans, and a $175 million revolving credit
facility that allows funding of up to $75 million for Canadian subsidiaries in
Canadian dollars.

     These acquisitions and financing transactions will substantially increase
revenues and cash flow and have materially altered our capital and operating
structure. As a result of these acquisitions and financing transactions,
historical results of operations are not necessarily indicative of future
results and will not be comparable. Key ratios and indicators may change as a
result of the acquisitions. For example, while cockpit sales are expected to
comprise an increasing portion of gross revenues, cockpits generally have a
lower gross margin, partially offset by lower selling, general and
administrative expenses. The cockpit business is generally less asset-intensive
than our traditional businesses. Additionally, the integration of these three
acquisitions into our company will be challenging, and we may not realize any
or all of the cost savings or benefits that we expect. Given how recently these
acquisitions have been completed, the cost savings and efficiencies associated
with them have not been material to the periods discussed below.


                                      S-32


RECENT DEVELOPMENTS

     On May 17, 2002, we announced a one-for-2.5 reverse stock split with a
record date of May 28, 2002 and a distribution of non-transferable rights to
purchase C&A common stock to all holders of C&A common stock as of May 28,
2002. Each shareholder (other than certain shareholders who have agreed to
contractually waive their right to exercise rights) was granted one
non-transferable right to purchase 0.40 shares of common stock per share of
common stock held by such holder. Shareholders holding an aggregate of
approximately 52,704,000 shares of common stock, including holders associated
with Heartland, Charles E. Becker, Elkin McCallum and Textron (see "Principal
Stockholders"), have agreed that they will not exercise their rights. This
means that the rights offering will be exercisable for an aggregate of
approximately 5,800,000 shares of common stock, after giving effect to the
reverse stock split. The exercise price of the non-transferable rights is
$12.50 per whole share of common stock for which the rights are exercisable,
after giving effect to the reverse stock split. The non-transferable rights
become exercisable for a 16-day minimum period once a registration statement
for the issuance of the underlying shares has been declared effective by the
Securities and Exchange Commission. We are obligated to use our best efforts to
have a registration statement for the underlying shares declared effective
prior to October 31, 2002, but such date will be extended, at the request of
the underwriters for this offering, to the 180th day following the closing of
this offering.

RESULTS OF OPERATIONS

 QUARTER ENDED MARCH 31, 2002 COMPARED TO QUARTER ENDED MARCH 31, 2001

     Net Sales: Net sales for the first quarter of 2002 increased 101.9%, or
$461.7 million, to $914.8 million from the first quarter of 2001. Overall, the
increase in net sales was primarily driven by C&A's acquisitions of TAC-Trim,
Becker and Joan, which in the aggregate contributed $478.1 million compared to
the sales in the period ended March 31, 2001. Excluding the impact of the
acquisitions, net sales decreased 3.6% from the same period last year. The
decrease is due primarily to a $8.3 million reduction resulting from
discontinued retail, non-automotive and low margin business, a $2.5 million
decrease in industry production in Europe, $5.6 million in customer price
reductions and $4.7 million due to weaker foreign currencies offset by a $2.9
million increase in industry production in North America and new business
awards.

     Net sales for the North American Automotive Interior Systems division
(NAAIS) increased $361.3 million to $621.2 million from the first quarter of
2001. Excluding the $369.0 million impact of the TAC-Trim and Becker
acquisitions, net sales for NAAIS decreased 3.0% from the same period last
year. This reduction is due largely to a $4.2 million discontinued retail
business, a $2.7 million decline in Plastics and Cockpits sales, $3.1 million
of customer price reductions and $3.4 million due to unfavorable mix related to
higher dollar content vehicle programs and $2.1 million due to weaker Canadian
companies. These decreases were partially offset by $7.8 million in increased
carpet and acoustic volumes due to higher North American car builds compared to
the prior year.

     Net sales for the European and the other non-North American Automotive
Interior Systems division (EAIS), which includes South America, increased
107.6% to $147.8 million from the first quarter of 2001. Without the $80.6
million benefit of TAC-Trim, sales declined 5.6%. The decrease is primarily due
to the $1.1 million impact of a 2001 sale of a non-automotive business and a
$2.5 million decrease due to non-renewal of certain acoustics vehicle programs
in Germany.

     Net sales for the Specialty Automotive Products division increased 19.5%
to $145.8 million compared to the first quarter of 2001. Excluding the
acquisition of Joan, which contributed $28.5 million to net sales, net sales
decreased 3.9%. The decrease is due primarily to a $10.5 million decrease in
the sale of convertible systems, particularly the Chrysler Sebring, partially
offset by a $6.5 million increase in the Ford Thunderbird convertible volumes.

     Gross Margin: For the first quarter of 2002, gross margin was 14.3%, up
from 13.0% in the comparable 2001 period. This increase was primarily due to
higher gross margins of the acquired companies, which had a combined gross
margin of 15.1%. Excluding the acquired companies, gross margins increased to
13.5%. The increase is primarily due to $5.9 million of purchasing and spending
savings, partially offset by $5.6 million of customer price reductions.


                                      S-33


     Selling, General and Administrative Expenses: Selling, general and
administrative expenses for the first quarter of 2002 are $66.2 million
compared to $38.2 million in the 2001 period. The increase is due to the
additional costs assumed from the acquisitions. Due to sales leveraging, in
tandem with reductions in headcount and discretionary spending; selling,
general and administrative expenses as a percentage of sales declined from 8.4%
in the first quarter 2001 to 7.2% in 2002.

     Restructuring Charge: During the first quarter 2002, C&A undertook a
restructuring program costing $9.1 million compared to the restructuring
program undertaken in the first quarter 2001 costing $9.2 million. The 2002
charge includes $5.5 million of severance costs and $3.6 million of future
commitments.

     Operating Income Highlights by Division: The NAAIS results reflect
improvement in operating performance across the division. The Carpet and
Acoustics business operating income increased $8.9 million. This increase was
attributable to sales growth and resulting efficiencies driven by an increase
in light vehicle build, as well as $3.0 million of purchasing and spending
savings. After considering the $37.7 million impact of the acquisitions, the
improvements were offset by a $2.0 million decrease in the Plastics & Cockpit
business operating income attributable to declines in sales volumes primarily
associated with certain GM models and the resulting inefficiencies.

     The EAIS operating performance was adversely impacted by the elimination
of a non-automotive business, loss of certain acoustics programs, business
launch costs associated with the BMW Mini program, resulting in decreases to
operating income of $0.6 million, $1.5 million and $1.5 million, respectively.

     Specialty Automotive Products division operating income increased $9.2
million as compared to the first quarter of 2001. The increase was the result
of improved performance at the fabrics operations resulting from increased
build volumes in the Ford Thunderbird, and was offset by a $0.9 million
reduction resulting from slightly lower performance in the convertible
operations due largely to declines in the build volumes of certain models,
particularly the Chrysler Sebring.

     Interest Expense: Net interest expense increased $14.0 million to $37.3
million for the first quarter of 2002. The increase in interest expense is
primarily attributed to the $500.0 million 103/4% Senior Notes due 2011 issued
in December 2001 and an increase in the amortization of loan fees. The increase
was partially offset by lower borrowing rates on the senior credit facilities
and the prior year retirement of $48.3 million of JPS Automotive 11 1/8% senior
notes.

     Loss on Sale of Receivables: We have the ability to sell, through our
Carcorp subsidiary, interests in a pool of accounts receivable. In connection
with the receivable sales, a loss of $1.1 million was recognized during the
first quarter of 2002, compared to a loss of $1.4 million for the first quarter
of 2001. The decrease is primarily due to lower sales of eligible receivables
and lower interest rates.

     Subsidiary Preferred Stock Requirements: In connection with the TAC-Trim
acquisition on December 20, 2001, Products issued to Textron preferred stock
with a liquidation preference of $326.4 million and an estimated fair market
value of $146.9 million. During the first quarter 2002, we incurred subsidiary
preferred stock requirements totaling $11.2 million.

     Other Expense (Income): We recognized other expense of $6.3 million in the
first quarter of 2002, compared to other expense of $1.7 million in the first
quarter of 2001. The increase in other expense resulted primarily from losses
from a joint venture and net foreign exchange losses.

     For the periods ended March 31, 2002 and March 31, 2001, "other income"
consisted primarily of gains related to derivatives used in the Company's
hedging strategy. For the period ended March 31, 2002 "other expense" related
primarily to a $3.6 million of foreign currency transaction loss and the equity
in loss of a joint venture in the amount of $3.4 million. For the period ended
March 31, 2001 "other expense" related primarily to foreign currency
transaction losses.

     Income Taxes: On a quarterly basis, we recognize tax expense based upon an
estimate of our overall effective tax rate (before preferred stock
requirements) for the full year. The overall effective tax rate for the year
fluctuates primarily due to changes in estimated income for the full year, and
the mix of income


                                      S-34


and losses in different tax jurisdictions and the impact of non-deductible
subsidiary preferred stock requirements. We recognized income tax expense of
$5.9 million in the first quarter of 2002 compared to an income tax benefit of
$7.9 million in the first quarter of 2001.

     Net Income: The combined effect of the foregoing resulted in net loss of
$6.0 million in the first quarter of 2002, compared to a net loss of $7.4
million in the first quarter of 2001.

 2001 COMPARED TO 2000

     Net Sales: Net sales for 2001 decreased 4.1% to $1,823.3 million, down
$78.5 million from 2000. Excluding the favorable impact of sales from acquired
businesses during 2001 of approximately $127.2 million, net sales would have
decreased 10.8%. The reduction in net sales, excluding the effect of
acquisitions, was primarily driven by a decrease in North American vehicle
production of 10% versus 2000 ($135.0 million). We were particularly adversely
impacted by the recession and declining consumer confidence as well as by the
recent terrorist attacks in the United States. These factors led to
substantially reduced inventory levels at our customers in the fourth quarter
as customers sold vehicles in an uncertain and difficult economic environment.
Sales for the 2001 period were also primarily impacted by customer price
reductions ($30.0 million), and weaker Canadian and European currencies ($24.0
million) and a reduction in Headliner Fabrics Business ($20.0 million).

     Net sales for NAAIS during 2001 were down 2.6% to $1,145.0 million, a
decrease of $30.6 million from fiscal 2000. Excluding the favorable impact of
sales from the TAC-Trim and Becker acquisitions during 2001 of approximately
$95.2 million, net sales would have decreased 10.8%. The decline in net sales,
excluding the effect of the Becker acquisition, was primarily driven by a
decrease in North American vehicle production ($100.0 million) and customer
price reductions ($24.0 million).

     Net sales for EAIS were down $26.3 million to $258.2 million during 2001,
a decrease of 9.2% from fiscal 2000. The decrease in Europe was primarily due
to the negative impact caused by changes in foreign currency exchange rates
($16.0 million) and customer price reductions ($6.0 million).

     Net sales for the Specialty Automotive Products division decreased 4.9% to
$420.1 million in 2001, down $21.6 million from 2000. Excluding the favorable
impact of sales from the Joan acquisition during 2001 of approximately $31.4
million, net sales would have decreased 12.0%. The decrease, excluding the
impact of the Joan acquisition, was due primarily to lower North American
vehicle production ($35.0 million) and a reduction in headliner fabric business
($20.0 million).

     Gross Margin: For 2001, gross margin was 12.0%, down from 14.0% in 2000.
Excluding the effect of acquisitions, our gross margin would have been 12.4%.
This decrease is primarily a result of decreased operating leverage related to
lower volumes in both North America and Europe. Additionally, during 2001 gross
margin was adversely impacted by the following items:

     o  TAC-Trim Acquisition: Due to the closing of the TAC-Trim acquisition on
        December 20, 2001, we incurred eleven days of fixed costs during a
        normal industry shutdown period with less than $6 million in sales. This
        resulted in a gross margin loss for the eleven days of $4.2 million.

     o  Launch Costs: We incurred launch costs during the second and third
        quarters of 2001 related to the Ford Thunderbird convertible program in
        our Specialty Automotive Products division. In Europe, our plastics
        facility in the UK experienced difficulties principally related to an
        outside paint supplier on the launch of the new BMW R50 (Mini) program
        during the second half of 2001.

     o  Integration Costs: We incurred $2.5 million of costs during the fourth
        quarter of 2001 related to acquisition integration. The majority of
        these costs related to the Becker and Joan acquisitions.

     o  Facility Closure Costs: In addition, during 2001, we incurred $2.5
        million of costs related to the sale of the retail/commercial floormat
        business in North America and the shutdown of a small accessory floormat
        facility.

     These unfavorable items were exacerbated by various customer price
reductions of approximately $40 million, but were partially offset by
commercial recoveries of $6.9 million and improvements in operating performance
at NAAIS of $10.3 million and at the fabrics operations of $5.5 million.


                                      S-35


     Selling, General and Administrative Expenses: Selling, general and
administrative expenses for 2001 were $164.4 million, compared to $158.5
million in 2000. Relative to 2001, the comparable 2000 period included an extra
week of costs due to the fiscal year change mentioned earlier. The increase is
primarily due to additional costs assumed from acquisitions ($7.4 million),
credits in 2000 relating to a pension related actuarial benefit and the sale of
property (totaling $2.0 million) and additional expense in 2001 related to
management incentive compensation plans of $3.0 million. These items more than
offset the benefit in 2001 of cost reductions from earlier restructuring
programs and reduced spending. As a percentage of sales, selling, general and
administrative expenses were 9.0% and 8.3% for 2001 and 2000, respectively.

     Restructuring Charge: During 2001, we undertook two restructuring programs
resulting in charges totaling $18.8 million. The goal of the first quarter of
2001 restructuring program (charge of $9.2 million) was to de-layer management
in the North American, European and Specialty operations. The second program
resulted in a fourth quarter charge of $9.6 million. The objective of this
program was to downsize three facilities in North America via better
utilization of manufacturing and warehouse floor space (including associated
headcount reductions) and to reduce headcount in our Mexican operations. The
pre-tax $18.8 million charge includes $11.2 million of severance costs and $7.6
million of asset impairment charges.

     Operating Income Highlights by Division: Operating income at NAAIS
declined to $73.9 million for 2001 from $87.2 million for the prior year. The
decline in NAAIS operating income primarily reflected the impact of lower North
American production volumes of $8.7 million as well as restructuring charges of
$8.2 million which were offset by improvements in operating performance of
$10.3 million. The results for 2001 also included costs of $3.2 million related
to the sale of the retail/commercial floormat business and the shutdown of a
small accessory floormat facility.

     Operating income at EAIS declined to a loss of $22.3 million for 2001 from
income of $1.1 million for 2000. The decline in EAIS operating income primarily
reflected the impact of product mix and customer price reductions along with
the recognition of restructuring charges. Additionally, EAIS operating
performance was adversely impacted by launch costs associated with the BMW R50
(Mini) during the second half of 2001 as well as a $1.1 million loss on the
sale of a small metal pressing operation in the UK in the third quarter of
2001. Benefits from earlier restructuring programs and purchasing savings
reduced the negative impact of these items.

     Operating income at the Specialty Automotive Products division declined to
$13.0 million for 2001 from $22.8 million for 2000. The decline in Specialty
Automotive Products division operating income primarily reflects expenses
incurred due to the ramp-up of the Chrysler Sebring convertible in the early
part of 2001 ($6.1 million), the start-up of the new Ford Thunderbird
convertible in mid-year 2001 ($1.5 million) and the impact of restructuring
charges ($1.7 million). Margins, as a percentage of sales, for the fabrics
business remained consistent with 2000, as better operating performance and
benefits of added volume from the Joan acquisition offset the margin impact of
lower net sales driven by lower industry production and reduction in headliner
fabric business.

     Interest Expense: Interest expense for 2001 decreased $12.3 million to
$84.3 million as compared to 2000. The decrease in interest expense is
primarily attributed to lower average debt balances resulting from the
Heartland Transaction. The benefit of working capital reductions and sale and
leaseback transactions also offset increased borrowings related to
acquisitions.

     Loss on Sale of Receivables: We sell on a continuous basis, through our
Carcorp subsidiary, an interest in a pool of accounts receivable. In connection
with the sale of accounts receivables, a loss of $10.8 million was recognized
during 2001, compared to a loss of $9.2 million for 2000. Included in the 2001
and 2000 losses were up-front fees related to the new accounts receivable
facilities put in place during both periods. In December 2001, we entered into
a new larger facility in connection with the TAC-Trim acquisition, resulting in
up-front fees of $5.6 million. During the first quarter of 2000, we incurred
fees of $1.6 million associated with a new accounts receivable securitization
replacing one that had expired. Excluding these expenses, the remaining
decrease of $2.4 million, is primarily due to lower interest rates during 2001.



                                      S-36


     Products Preferred Stock Requirements: Products issued to the seller
preferred stock with a $326.4 million liquidation value and an estimated fair
market value of $146.9 million in connection with the TAC-Trim acquisition. The
2001 charge represents dividends accrued of $1.5 million and accretion of
discount of $0.9 million.

     Other Expense (Income): We recognized other expense of $6.4 million in
2001, compared to other expense of $1.5 million in 2000. The increase in other
expense resulted primarily from an $8.1 million loss on the sale and leaseback
of real estate transactions completed during the second and fourth quarters of
2001, offset by a gain of $6.2 million on shares received as result of the
Prudential Financial demutualization and initial public offering. The remaining
increase in expense is primarily due to higher foreign currency transaction
losses.

     Income Taxes: We recognized an income tax benefit of $18.6 million in 2001
compared to an income tax expense of $2.2 million in 2000. The overall
effective tax rate for 2001 was 27.2 percent compared to 276 percent for 2000.
Certain state taxes and permanent differences, that do not fluctuate with
income, such as non-deductible goodwill and dividends and accretion of
preferred stock impacted the effective rate by: (1) reducing the effective tax
rate when a loss exists and a tax benefit is recorded, or (2) increasing the
effective tax rate when we have income and tax expense is recorded.

     Discontinued Operations: During 2001, we received payments on
environmental claims related to discontinued operations of $14.5 million.
During 2000, we settled claims for certain other environmental matters for
$20.0 million. In fiscal 2001 and 2000, $8.8 million and $6.6 million were
recorded as income from discontinued operations, respectively, net of income
taxes of $5.7 million and $4.4 million, respectively.

     Extraordinary Charge: During 2001 and 2000, we recognized extraordinary
charges of $5.3 million and $0.7 million, respectively. Of the 2001 charge,
$5.0 million represents a charge off of debt issue costs associated with our
old credit facility, which was replaced by a new credit facility entered into
in conjunction with the TAC-Trim acquisition. In addition, during 2001 and 2000
charges were recorded in connection with the repurchase of JPS Automotive
Senior Notes at prices in excess of carrying values of $0.3 million and $0.7
million, respectively.

     Net Income: The combined effect of the foregoing resulted in a net loss of
$46.2 million for 2001, compared to net income of $4.5 million in 2000.

 2000 COMPARED TO 1999

     Our 2000 fiscal year consisted of 53 weeks as compared to a 52-week year
in fiscal 1999. Therefore, all sales and associated costs and expenses were
impacted by the longer reporting period in fiscal 2000. In a 53-week year, our
policy is to include the additional week in the first quarter of the year.
There were no material acquisitions within either period.

     Net Sales: Net sales of $1,901.8 million for 2000 were relatively flat
compared to the prior year. Net sales for the NAAIS division increased 2.1% to
$1,175.6 million, up $23.9 million from 1999. The increase in sales was
primarily driven by higher industry production volume as well as a favorable
product mix. Net sales for the EAIS division decreased 7.1% to $284.5 million,
down $21.9 million from 1999. This decrease was primarily due to the negative
impact of foreign currency translation offset by slightly higher industry
production volume. Net sales for the Specialty Automotive Products division
were relatively flat with the prior year at $441.7 million. Production volume
increases in the fabrics business were offset largely by lower convertible
volumes, primarily due to a reduction in Chrysler Sebring production levels.

     Gross Margin: Gross margin was 14.0% in 2000, down from 15.0% in 1999.
This decrease was primarily due to one-time costs related to various commercial
customer recovery issues, performance issues at the Springfield operation,
certain asset write-offs, lower convertible build volumes and operating issues
relating to the relocation of headliner production to the Farmville facility.
These decreases were partially offset by the benefits recognized from a
restructuring program implemented in 1999 and 2000 and improved performance at
the Manchester, Michigan plastics facility.


                                      S-37


     Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased 3.8% to $158.6 million, up $5.8 million from
1999. The increase is primarily due to one-time costs related to the
aforementioned commercial customer recovery issues and the impact of an
additional week in the first quarter of fiscal 2000 partially offset by
one-time pension-related actuarial benefits driven by the restructuring program
and the reduction of our bonus accrual. As a percentage of sales, selling,
general and administrative expenses increased to 8.3% in 2000, compared to 8.0%
in 1999.

     Operating Income Highlights by Division: Operating income for the NAAIS
division decreased by 2.5% to $87.2 million, operating income for the EAIS
division decreased to $1.1 million from $2.3 million and operating income for
the Specialty Automotive Products division decreased by 42.4% to $22.8 million
for the reasons described above.

     Restructuring Charge: We recognized a $33.4 million charge in 1999
relating to our 1999 reorganization plan.

     Interest Expense: Interest expense, net of interest income of $3.4 million
and $2.5 million in 2000 and 1999, respectively, increased $4.6 million to
$96.6 million in 2000. The increase is primarily attributed to higher average
interest rates and higher average debt balances in 2000. The weighted average
interest rates were 10.0% and 9.6% at December 31, 2000 and December 25, 1999,
respectively.

     Loss on the Sale of Receivables: In connection with receivables sales, a
loss of $9.2 million was recognized in 2000, compared to a loss of $5.4 million
in 1999. During the first quarter of 2000, we entered into a new accounts
receivable securitization arrangement resulting in one-time expenses for
initial fees totaling $1.6 million. The remaining increase is due to higher
interest rates and increased sales of eligible receivables. The prior
securitization facility expired and a new facility came into effect on December
27, 1999.

     Other Expense: We recognized other expense of $1.5 million, compared to
other expense of $2.2 million in 1999. The decrease is primarily due to lower
option premiums resulting from a lower volume of hedging activity in 2000
offset, partially by increased foreign exchange transaction losses and higher
losses from joint ventures in 2000.

     Income Taxes: We recognized income tax expense of $2.2 million in 2000,
compared to income tax expense of $0.2 million in 1999. Our effective tax rate
was 276% in 2000, compared to (22%) in 1999. The increase in our effective tax
rate is primarily due to the impact of prior year non-recurring tax credits,
along with the effects of certain state taxes and non-deductible goodwill,
which do not fluctuate with income.

     Discontinued Operations: In 2000, we settled environmental claims related
to discontinued operations for a total of $20 million. Of this amount, $6.6
million was recorded as income from discontinued operations, net of income
taxes of $4.4 million.

     Extraordinary Charge: In 2000, we recognized an extraordinary charge of
$0.7 million, net of income taxes of $0.5 million, in connection with the
repurchase of $38 million principal amount of JPS Automotive Senior Notes on
the market at prices in excess of carrying values.

     Cumulative Effect of a Change in Accounting Principle: We adopted the
provisions of Statement of Position No. 98-5, "Reporting on the Cost of
Start-Up Activities" ("SOP 98-5") at the beginning of 1999. SOP 98-5 provides
guidance on the financial reporting of start-up costs and organization costs
and requires that all non-governmental entities expense the costs of start-up
activities as these costs are incurred instead of being capitalized and
amortized. The cumulative effect of adopting SOP 98-5 resulted in a charge of
$8.8 million, net of income taxes of $5.1 million, in 1999.

     Net Income (Loss): The combined effect of the foregoing resulted in net
income of $4.5 million in 2000, compared to a net loss of $(10.2) million in
1999, which included a restructuring charge of $33.4 million.

LIQUIDITY AND CAPITAL RESOURCES

     We had cash and cash equivalents totaling $92.1 million and $73.9 million
at March 31, 2002 and December 31, 2001, respectively. We had $335.4 million of
unutilized borrowing availability under our


                                      S-38


credit arrangements as of March 31, 2002. The total was comprised of $99.6
million under our revolving credit facility (including $75.0 million available
to certain of our Canadian subsidiaries), approximately $26.0 million under
bank demand lines of credit in Canada and Austria and a line of credit for
certain other European locations. Availability under the revolving credit
facility was reduced by outstanding letters of credit of $75.3 million as of
March 31, 2002.

     The completion of the TAC-Trim acquisition on December 20, 2001
significantly increased debt levels and has added significant new liquidity
requirements in order to launch part of TAC-Trim's projected new book of
business and to finance capital expenditures at TAC-Trim. These new liquidity
requirements will relate primarily to tooling and advanced engineering and
development. While ultimately we expect to be entitled to record these amounts
from our customers, we will need to finance them to achieve our revenue goals.
Otherwise, much of our increased capital expenditures relate to our larger size
and are expected to be readily serviced by our larger cash flow base.

     Our principal sources of funds are cash generated from operating
activities, borrowings under credit facilities and the issuance of common
stock. To facilitate the collection of funds from operating activities, we have
sold receivables under account receivables facilities and entered into an
accelerated payment collection program that provides favorable terms to two of
our larger customers. We continue to seek means to generate additional cash for
debt reduction and our growth strategy. Among other things, we seek to further
improve working capital management and continue to utilize a lease financing
strategy.

 OPERATING ACTIVITIES

     Net cash provided by (used in) the continuing operating activities was
$74.2 million and $131.4 million for the quarter ended March 31, 2002 and the
year ended December 31, 2001, respectively. This compared to $(11.9) million
and $130.9 million for the quarter ended March 31, 2001 and the year ended
December 31, 2000, respectively. The increase in cash provided by (used in)
operating activities for the quarter ended March 31, 2002 was due primarily to
the increase in cash generated from reductions in working capital. Working
capital reductions were primarily facilitated by the timing of payments of
accounts payable and certain other payables, partially offset by an increase in
accounts receivable. The increase in cash provided by operating activities for
the year ended December 31, 2001 was due primarily to the increase in cash
generated from reductions in working capital (primarily facilitated by
receivable collections at TAC-Trim and a decrease in inventory volumes),
partially offset by a decrease in income from continuing operations.

 INVESTING ACTIVITIES

     Net cash used in investing activities was $50.0 million for the quarter
ended March 31, 2002, compared to net cash used of $18.0 million in the quarter
ended March 31, 2001. The increase in cash used in investing activities is
primarily the result of a $16.7 million increase in capital expenditures
(resulting primarily from the TAC-Trim acquisition) and the payment of $22.6
million in acquisition costs related to the TAC-Trim acquisition which had been
previously accrued.

     During 2001, Products entered into sale and leaseback transactions that
generated net proceeds of $86.2 million. See "-- Leases" for additional
discussion.


     As discussed above in "-- Recent Acquisitions," during 2001 we completed
several key acquisitions. Cash consideration, net of cash received and
including acquisition fees, was $61.8 million for Becker, $102.0 million for
Joan and $589.4 million for TAC-Trim.

     Additional acquisition costs in the amount of $7.3 million resulted from
purchasing the remaining 50% interest of a joint venture established in the UK
to manufacture automotive interior fabrics and the acquisition of the remaining
25% interest in Collins & Aikman Carpet and Acoustics, S.A. de C.V. (an
automotive supply operation primarily of acoustical and plastic components in
Sweden, Belgium and France).

 FINANCING ACTIVITIES

     Net cash used in financing activities for the quarter ended March 31, 2002
was $6.0 million and primarily represented the repayment of debt and short-term
borrowings. At March 31, 2002, we had total


                                      S-39


outstanding indebtedness of $1,298.6 million (excluding short-term borrowings
of $33.0 million and approximately $75.3 million of outstanding letters of
credit) at a weighted average interest rate of 9.8% per annum. At December 31,
2001 we had total outstanding indebtedness of $1,301.9 million (excluding short
term borrowing of $35.7 million and approximately $68.6 million of outstanding
letters of credit).

     Net cash provided by financing activities for the quarter ended March 31,
2001 was $32.4 million representing proceeds from the issuance of common stock
and the reissue of treasury stock of approximately $105.6 million and proceeds
of approximately $50.0 million from the issuance of long-term debt. These
proceeds were partially offset by debt issue costs and the repayment of
long-term debt and revolving credit facilities.

     During 2001, Heartland, and certain other investors, acquired an aggregate
of 22.8 million shares of common stock from C&A at a price of $12.50 per share
(after giving effect to our announced reverse stock split), representing a cash
investment in us of $285.0 million before fees and expenses. Net proceeds paid
to us from the equity transactions were $264.3 million. A portion of the
proceeds were used to pay $10.7 million in transaction related costs to obtain
change in control consents, fees related to term loan facilities and other
amendments to credit agreement facilities. The remaining proceeds of $253.6
million were used to pay down a revolving credit facility and to fund part of
the TAC-Trim acquisition. In addition, we issued additional shares of C&A
common stock and shares of Products Preferred Stock to sellers of Becker, Joan
and TAC-Trim. All of the shares referred to in this paragraph were issued in
private placements and were exempt from registration under Section 4(2) under
the Securities Act.

     During 2001, Products used proceeds from an amended and restated credit
facility to retire all outstanding JPS Automotive 11 1/8% Senior Notes. The
notes, which were due June 2001, were repaid in full on March 28, 2001, at a
redemption price equal to their principal amount with interest accrued to the
redemption date. We recognized an extraordinary charge of $0.3 million in
connection with this repurchase of the remaining outstanding JPS Automotive
Senior Notes at prices in excess of carrying values. The amended and restated
credit facility was repaid during 2001 with proceeds from various financing
arrangements that we entered into as part of the TAC-Trim acquisition. These
financing arrangements included entering into new senior credit facilities and
a new receivables facility along with the issuance of the Products Preferred
Stock and 10 3/4% Senior Notes of Products due in 2011.

     The new senior credit facility consists of a revolving credit facility and
tranche A and tranche B term loan facilities. The revolving credit facility
will provide for revolving loans and extensions of credit up to a maximum
principal amount of $175.0 million. A portion of the revolving credit facility
will be available to Canadian subsidiaries in Canadian dollars and a portion of
the revolving credit facility will be available in the form of letters of
credit. The tranche A facility is comprised of term loans in an aggregate
principal amount of $100.0 million and the tranche B facility is comprised of
term loans in an aggregate principal amount of $300.0 million. The revolving
credit facility, the tranche A term loan and the tranche B term loan mature in
December 2005. Borrowings under the new senior credit facilities will bear
interest at variable rates based on a spread to the adjusted LIBOR or a base
rate, at our option. At March 31, 2002, we had $400.0 million in term loans
outstanding under this facility.

     On an ongoing basis, we have entered into an agreement to sell trade
accounts receivable of certain business operations to a bankruptcy-remote,
special purpose subsidiary, wholly owned by us. Our receivables subsidiary
will, subject to certain conditions, from time to time, sell an undivided
fractional ownership interest in a pool of domestic and certain Canadian
receivables, up to a balance of $250.0 million, to bank-sponsored multi-seller
commercial paper conduits under a committed facility. As of March 31, 2002, we
had $209.8 million undrawn under the receivables facility.

     New receivables will be added to the pool as collections reduce previously
sold receivables. We expect to service, administer and collect the receivables
on behalf of the receivables subsidiary and the conduits. The proceeds of sale
will be less than the face amount of accounts receivable sold by an amount that
approximates the purchaser's financing costs. The receivables facility has a
term of 364 days, extendible for additional 364-day periods with the agreement
of all parties. The new receivables facility will be an important source of
ongoing liquidity to us. This facility could be extended on less favorable
terms and if it were not extended, we may be unable to obtain a replacement
facility or otherwise find an alternative source of funds providing us with
comparable liquidity.


                                      S-40


     Products issued Textron 182,700 shares of series A redeemable preferred
stock, 123,700 shares of series B redeemable preferred stock and 20,000 shares
of series C redeemable preferred stock. The preferred stock was recorded at its
estimated fair value of $146.9 million, which is less than the liquidation
value of $1,000 per share or $326.4 million. The estimated fair value was based
on market prices for securities with similar terms, maturities and risk
characteristics, and includes a liquidation discount to reflect market
conditions.

     Products also issued $500 million of 10 3/4% Senior Notes due in 2011 (the
"Products Senior Notes") in connection with the TAC-Trim acquisition. We also
amended the indenture governing the $400 million of Products' 11 1/2% Senior
Subordinated Notes due in 2006 (the "Products Senior Subordinated Notes") to
make each subsidiary guarantor of the Products Senior Notes a senior
subordinated guarantor of the Products Senior Subordinated Notes.


OUTLOOK

     Our principal uses of funds from operating activities and borrowings for
the next several years are expected to fund interest and principal payments on
our indebtedness, net working capital increases, costs associated with our
previously divested businesses, capital expenditures and lease expenses. The
completion of the TAC-Trim acquisition on December 20, 2001 significantly
increased debt levels and has added significant new liquidity requirements in
order to launch part of TAC-Trim's projected new book of business and to
finance capital expenditures at TAC-Trim. These new liquidity requirements will
relate primarily to tooling and advanced engineering and development. While
ultimately we expect to be entitled to recover these amounts from our
customers, we will need to finance these requirements to achieve our revenue
goals. Otherwise, much of our increased capital expenditures relate to our
larger size and are expected to be readily serviced by our larger cash flow
base. We believe cash flow from operations, the recent inflow of capital,
proceeds of this offering, debt financings and related refinancings of
indebtedness provide adequate sources of liquidity for us. We may use existing
sources of funds or require additional sources of funds for our acquisition
activities in the future.

 CONTRACTUAL OBLIGATIONS

     Below is a table that identifies our significant contractual obligations.
Following the table is a more detailed description of these obligations
(without giving effect to our planned use of proceeds from this offering).



                                                          PAYMENT DUE BY PERIOD
                                 -----------------------------------------------------------------------
                                                  LESS THAN
                                     TOTAL         1 YEAR      1-3 YEARS     4-5 YEARS     AFTER 5 YEARS
                                 -------------   ----------   -----------   -----------    -------------
                                                              (IN MILLIONS)
                                                                           
Long-Term Debt ...............     $1,298.6        $ 22.2        $128.1        $648.3          $500.0
Preferred Stock(1) ...........        326.4            --            --            --           326.4
Operating Leases .............        298.8          46.5          96.9          50.4           105.0
Capital Expenditures .........         32.5          32.5            --            --              --
                                   --------        ------        ------        ------          ------
 Total .......................     $1,956.3        $101.2        $225.0        $698.7          $931.4


- ----------
(1)   Mandatorily Redeemable Preferred Stock of Products (excluding accrued
      dividends)

 SENIOR SECURED CREDIT FACILITIES

     General: As noted under "--Liquidity and Capital Resources", we entered
into a new senior secured credit facility that allows borrowings in the
aggregate of up to $575.0 million. Borrowings under the credit facility are
secured by all our assets and the assets of Products and certain subsidiaries
of each, and are unconditionally and irrevocably guaranteed jointly and
severally by us and each existing and subsequently acquired or organized
domestic subsidiaries (other than by our receivables subsidiary). Available
funding under this credit facility is reduced if the program size or commitment
level under our new receivables facility (discussed below) exceeds $250.0
million.

     Interest Rates and Fees: Borrowings bear interest, at our option, at
either (a) adjusted LIBOR plus a 3.75% margin in the case of the revolving
credit and tranche A facilities and a 4.00% margin in the case


                                      S-41


of the tranche B facilities, in all cases subject to a minimum LIBOR of 3.00%
or (b) the highest of (i) JPMorgan Chase Bank's prime rate, (ii) the federal
funds effective rate plus 1/2 of 1.00% and (iii) the base CD rate plus 1.00%. A
commitment fee on any unused commitments under the revolving portion of the
credit facility equal to 1.00% per annum is payable quarterly in arrears and is
subject to adjustment based on attaining certain performance targets.

     Covenants: The credit facility requires that we meet certain financial
tests, including, without limitation, the following tests: a maximum leverage
ratio, a minimum interest coverage ratio and certain prescribed limitations on
capital expenditures. The credit facility also contains customary covenants and
restrictions, including, among others, limitations or prohibitions on declaring
dividends and other distributions, redeeming and repurchasing capital stock,
prepaying, redeeming and repurchasing other indebtedness, loans and
investments, additional indebtedness, liens, sale-leaseback transactions,
preferred stock, capital expenditures, recapitalizations, mergers, acquisitions
and asset sales and transactions with affiliates.

     Events of Default: The credit facility contains certain customary events
of default, including, among others cross-default and cross-acceleration to
other indebtedness (including to the receivables facility).

 11 1/2% SENIOR SUBORDINATED NOTES DUE 2006

     Products has outstanding $400 million in principal amount of 11 1/2% Senior
Subordinated Notes due 2006. The indenture governing the Products senior
subordinated notes contains restrictive covenants (including, among others,
limitations on indebtedness, restricted payments, liens, asset dispositions,
changes of control and transactions with affiliates) that are customary for
such securities. For a detailed description of the terms of the Products Senior
Subordinated Notes, see "Description of Our Indebtedness and Products Preferred
Stock."

 10 3/4% SENIOR NOTES DUE 2011

     As discussed above, in connection with the TAC-Trim acquisition, Products
sold $500 million principal amount of 10 3/4% Senior Notes due 2011. The
indenture governing the Products Senior Notes contains restrictive covenants
(including, among others, limitations on indebtedness, restricted payments,
liens, asset dispositions, change of control and transactions with affiliates)
that are customary for such securities. For a detailed description of the terms
of the Products Senior Notes, see "Description of Our Indebtedness and Products
Preferred Stock."


 MANDATORILY REDEEMABLE PREFERRED STOCK OF PRODUCTS

     As discussed above, as part of the consideration paid to Textron for the
TAC-Trim acquisition, Products issued mandatorily redeemable preferred stock to
Textron with an estimated fair market value of $146.9 million and a liquidation
value of $326.4 million. On March 31, 2002, the liquidation value of the
Products Preferred Stock was $333.6 million including accrued dividends of $7.2
million. For a detailed description of the terms of this preferred stock, see
"Description of Our Indebtedness and Products Preferred Stock."

 LEASES

     During 2001, Products entered into sale and leaseback transactions for
certain manufacturing equipment and non-manufacturing properties. The
transactions resulted in the recognition of a $4.4 million net deferred asset
that is being amortized over the lease term, and the recognition of an $8.7
million loss.

     During 2001, we received net proceeds (after fees) of approximately $86.2
million from sale and leasebacks of real property and equipment, which we used
to reduce outstanding debt. The aggregate lease expenses associated with these
leases will be $88.8 million, $12.5 million of which relates to 2002. To the
extent permitted by the credit facility, we may enter into additional similar
leasing arrangements from time to time. As part of these sale-leaseback
transactions, Products sold and contemporaneously leased back real property
from unrelated third parties, and received net proceeds (after fees) of $46.4
million.


                                      S-42


     In June 2001, we entered into sale-leaseback transactions with each of New
King, L.L.C. ("New King") and Anchor Court, L.L.C. ("Anchor Court"), which are
affiliates of Becker Ventures LLC ("Becker Ventures"). Becker Ventures is
controlled by Charles Becker, a C&A director. See "-- Other Information --
Effects of Certain Transactions with Related Parties."

     In connection with these sale-leaseback transactions, Products sold and
contemporaneously leased back real property located in Troy, Michigan and
Plymouth, Michigan from New King and Anchor Court, respectively, for net
proceeds of $15.1 million in aggregate. The initial lease term in each
transaction is 20 years and each lease has two successive ten year renewal
options. The basic rent for the Troy, Michigan property is $1.3 million per
year, and the basic rent for the Plymouth, Michigan property is $0.5 million
per year. The rental rates in each case are subject to adjustment after
expiration of the initial term.

     Prior to the TAC Trim acquisition, TAC-Trim entered into an $86.9 million
sale and leaseback transaction with two separate single purpose affiliates of
Textron Financial Corporation, as lessor and purchaser, with respect to a
portfolio of manufacturing equipment situated in different locations throughout
the United States and Canada. Payments under the Textron Leasing Transaction
are guaranteed by Products and secured by a first perfected mortgage lien over
certain real property with a value equal to $25.0 million. Each lease is for an
initial term of three years with three one-year renewal options. As is
customary, the documentation for the Textron leasing transaction incorporates
covenants by reference, from our credit facility, that may be amended or waived
by the senior lenders, and also contains events of default. See "-- Other
Information -- Effects of Certain Transactions with Related Parties."

     We also have other equipment lease agreements with several lessors that,
subject to specific approval, provide availability of funding for operating
leases and sale and leasebacks as allowed in our other financing agreements.

     Refer to Note 12, "Leases" in the notes to the financial statements
included in our Annual Report on Form 10-K for the year ended December 31,
2001, which is incorporated herein by reference, for information regarding
future minimum lease payments.

 CAPITAL EXPENDITURES

     We make capital expenditures on a recurring basis for replacements and
improvements. As of March 31, 2002, we had made approximately $27.4 million in
capital expenditures. During 2001, we made approximately $54.5 million in
capital expenditures for continuing operations.

     Capital expenditures will materially increase with the expanded book of
business in 2002 and in future years will depend upon demand for our products
and changes in technology. We currently anticipate that our aggregate capital
expenditures for 2002 will range from approximately $120.0 to $140.0 million. A
portion of capital expenditures may be financed through leasing arrangements.
Capital expenditures in future years will depend upon demand for our products
and changes in technology.

 SOURCES OF LIQUIDITY

     The table below identifies our significant sources of liquidity:



                                                          AVAILABILITY EXPIRATION PER PERIOD
                                         ---------------------------------------------------------------------
                                           MAXIMUM
                                            AMOUNT      LESS THAN
                                          AVAILABLE      1 YEAR      1-3 YEARS     4-5 YEARS     AFTER 5 YEARS
                                         -----------   ----------   -----------   -----------   --------------
                                                                     (IN MILLIONS)
                                                                                 
Receivables Facility .................      $250.0        $250.0                    $   --
Revolving Credit Facility(1) .........       175.0            --         --          175.0             --
Lines of Credit ......................        55.0          55.0         --             --             --
Total Available ......................      $480.0        $305.0                    $175.0


- ----------
(1)   Amount available at March 31, 2002 was $209.8 million.


                                      S-43


(2)   At March 31, 2002, $75.3 million of outstanding letters of credit reduce
      the maximum amount available under the Revolving Credit Facility.

(3)   Amount available at March 31, 2002 was $26.0 million.

     Additionally, in March 2002, we entered into an accelerated customer
payment program for the collection of accounts receivables from two of our
larger customers. We have received early payment on receivables through this
program, reducing borrowings and availability under our receivables facility.
This program provides us with a net increase in liquidity.

 RECEIVABLES FACILITY

     General: As discussed above, in connection with the TAC-Trim acquisition,
we entered into an agreement to sell, on an ongoing basis, the trade accounts
receivable of certain business operations to a bankruptcy-remote, special
purpose subsidiary, wholly owned and consolidated by us. The receivables
subsidiary (Carcorp) will, subject to certain conditions, from time to time,
sell an undivided fractional ownership interest in a pool of domestic and
certain Canadian receivables, up to $250 million, to various multi-seller
commercial paper conduits supported by a committed liquidity facility. Upon
sale to the conduit, Carcorp will hold a subordinated retained interest in the
receivables. Under the terms of the agreement, new receivables are added to the
pool as collections reduce previously sold receivables. We expect to service,
administer and collect the receivables on behalf of Carcorp and the conduit.
The proceeds of sale will be less than the face amount of accounts receivable
sold by an amount that approximates the purchaser's financing costs. The term
of the receivables facility will initially be 364 days, and may be extended for
additional 364-day periods with the agreement of all parties.

     Restrictions: This receivables facility contains certain restrictions on
Carcorp (including maintenance of $60.0 million net worth) and on the sellers
(including limitations on liens on receivables, modifications of the terms of
receivables, and changes in credit and collection practices) customary for
facilities of this type. The commitments under the receivables facility are
subject to termination prior to their term upon the occurrence of certain
events, including payment defaults, breach of covenants, including defined
interest coverage and leverage ratios, bankruptcy, default by us in servicing
the receivables and failure of the receivables to satisfy certain performance
criteria.

 COMMERCIAL COMMITMENTS

     Following is a discussion of our significant commercial commitments.

     Letters of Credit: We acquired a 50% interest in an unconsolidated Italian
joint venture as part of the TAC-Trim acquisition. The Italian joint venture
will incur indebtedness in connection with its ongoing capital expenditure
program to service three new vehicle lines of Fiat at Fiat's Cassina plant and
other planned capital expenditures. We agreed initially to issue letters of
credit of up to $10.0 million to support this debt. If such letters of credit
are drawn, there can be no assurance that this Italian joint venture will have
sufficient assets to reimburse us.

     Put and Call Arrangement: We entered into a put and call arrangement with
respect to the 50% interest in the Italian joint venture. The arrangement
permits Textron to require us to purchase Textron's interests in the joint
venture for an aggregate of approximately $23.1 million, subject to an increase
by $5.0 million under certain circumstances, after the third anniversary of
closing. Additionally, the arrangement permits us to require Textron to sell
its interests in the joint venture to us for fair market value following the
third anniversary of the closing. We cannot be sure that we will have adequate
liquidity to satisfy any put, or exercise any call, of the Textron interest.

     In addition, our credit facility may restrict such further acquisition or
any further financing of the joint venture. While we will be permitted, and
required, to provide certain guarantees and letters of credit support, we may
not be permitted to further finance the joint venture and this may adversely
affect the value of the interests which we could be required to purchase at a
fixed price in the future.

     Contingent Consideration and Purchase Price Adjustments: Under the
TAC-Trim acquisition agreement, the purchase price paid by us is subject to
adjustment based upon working capital and debt levels and the seller is
entitled to a return of any cash left in the business at closing and
reimbursement


                                      S-44


of certain capital expenditures made by it after September 30, 2001. We and
Textron have agreed to a purchase price adjustment pursuant to the purchase
agreement for our purchase of TAC-Trim. We agreed to pay to Textron, for the
cash, cash equivalents or other short-term assets of TAC-Trim transferred to us
at the closing, $10.0 million on May 24, 2002 and a further $20.0 million on or
before August 31, 2002, in each case with interest at 11 1/2% from the December
20, 2001 closing. At our option, through December 31, 2002, we can repurchase
at 75% of liquidation value plus accrued dividends either approximately $133.33
million in liquidation value of the Products series A preferred stock or all of
the $182.7 million in liquidation value of the series A preferred stock. If we
repurchase $133.33 million in liquidation value of the Products series A
preferred stock, the cash payment referred to above would be reduced to $15.0
million (rather than the aggregate of $30.0 million) and if we repurchase all,
the effective cash payment would be $10.0 million (rather than $30.0 million).
Additionally, we have an option from September 1, 2002 through August 31, 2003
to acquire all of the outstanding Products Preferred Stock owned by Textron at
a discount to its liquidation value plus accrued dividends.

     As part of the TAC-Trim acquisition agreement, we may be obligated to make
additional aggregate payments to Textron of $15.0 million to $125.0 million in
the event that our cumulative EBITDA (which is defined in the purchase
agreement to adjust for the expected effect of acquisitions after the closing
of the TAC-Trim acquisition and the related financings) for the five-year
period ending December 31, 2006 is between $2,908.0 million and $4,691.0
million.

     If our material debt instruments prohibit this payment, then we will be
entitled to issue additional preferred stock having terms equivalent to the
series B preferred stock, except that we will be required to mandatorily redeem
such preferred stock at its liquidation preference, with accrued and unpaid
dividends, at such time as, and to the extent that, we are permitted to do so
under our material debt instruments. In addition, under the TAC-Trim
acquisition agreement, we are permitted to use the "Textron" name for 18 months
in exchange for payments of $13.0 million on December 15, 2002 and $6.5 million
on December 15, 2003.

     Becker Ventures holds 4.0 million shares of the Company which were
acquired as part of the financing for the TAC-Trim acquisition. Mr. Becker is
the managing member of Becker Ventures and holds a controlling interest in
Becker Ventures.


OTHER INFORMATION

 Effects of Certain Transactions with Related Parties

 Heartland Transactions

     We are a party to a services agreement with Heartland under which
Heartland provides us with advisory and consulting services, including services
with respect to developments in the automotive industry and supply markets,
advice on financial and strategic plans and alternatives and other matters as
we may reasonably request and are within Heartland's expertise. The services
agreement terminates on the earlier of its 10th anniversary or the date upon
which Heartland ceases to own C&A common stock equivalent to 25% of that owned
by them on February 23, 2001.

     Under the services agreement, we are obligated to pay to Heartland a $4.0
million annual advisory fee on a quarterly basis and to reimburse its
out-of-pocket expenses related to the services it provides. We have also agreed
to pay a fee of 1% of the total enterprise value of certain acquisitions and
dispositions. In connection with Heartland's initial investment in us on
February 23, 2001, we paid Heartland a fee of $12.0 million and reimbursed it
for its reasonable out-of-pocket expenses incurred in connection with its
initial investment. We paid a fee of $12.5 million to Heartland as a result of
its advisory services in connection with the TAC-Trim acquisition.


 Charles E. Becker Transactions

     In July 2001, we completed the acquisition of Becker. As a result of the
Becker acquisition and a purchase of C&A common stock immediately afterwards,
Charles Becker became one of C&A's principal stockholders. Charles Becker
became Vice Chairman and a member of C&A's Board of Directors upon


                                      S-45


closing of the Becker acquisition. We agreed to make $18.0 million in
non-compete payments over five years to Mr. Becker at the time of the
acquisition. In addition, Becker Ventures, an affiliate of Mr. Becker, acquired
additional shares of C&A common stock as part of the financings in connection
with the TAC-Trim acquisition at a price of $12.50 per share.

     As discussed above under "-- Liquidity and Capital Resources -- Leases,"
we are a party to certain sale-leaseback transactions with certain affiliates
of Becker Ventures LLC, an entity that is controlled by Charles Becker, a C&A
director. The purpose of these sale-leaseback transactions was to reduce our
outstanding debt. We believe that the terms of the sale-leaseback transactions
with Becker Ventures are on terms substantially similar to those which could
have been negotiated in arms-length transactions of the same type. These
sale-leaseback transactions were authorized by the independent members of C&A's
Board of Directors.

     In connection with the Becker acquisition, we entered into a lease
agreement with Becker Ventures for our headquarters at 250 Stephenson Highway,
with the effective date of the lease being January 1, 2002. In March 2002, we
entered into lease agreements with Becker Ventures, effective January 1, 2002,
for 150 Stephenson Highway and 350 Stephenson Highway. The base rent for all
three premises is $13.25 per sq. ft. Total square footage for all three
locations is approximately 286,000. The leases have 20 year terms, and we have
two five-year renewal options. The annual cost under these agreement is $3.8
million. The 2002 cost for these agreements will be approximately $2.4 million.
For the quarter ended March 31, 2002, we recorded a total cost of $3.1 million
for rental expense with related parties.

     Products is also party to a lease with an affiliate of Becker Ventures for
five manufacturing facilities totaling 884,000 square feet. The current term of
the lease is ten years, and the base rent for all of the facilities is $3.6
million per year. We are currently negotiating with the landlord to extend the
term of the lease for at least an additional ten years.

 Elkin McCallum Transactions

     In September 2001, we completed the acquisition of Joan Automotive
Industries, Inc., a leading supplier of bodycloth to the automotive industry,
and all of the operating assets of Joan's affiliated yarn dying operation,
Western Avenue Dyers, L.P. As a result of the Joan acquisition, Joan Fabrics
Corporation ("Joan Fabrics"), a company controlled by Elkin McCallum, became
one of C&A's principal stockholders. Upon completion of the Joan acquisition,
Mr. McCallum became a member of C&A's Board of Directors.

     In connection with the Joan acquisition, we entered into a Supply
Agreement dated September 21, 2001 (the "Supply Agreement") with Main Street
Textiles, L.P. ("Main Street"). Main Street is controlled by Elkin McCallum.
Under the Supply Agreement, we agreed to purchase all of our requirements for
flat woven automotive fabric from Main Street for a five year period beginning
on the date of the Supply Agreement. The prices which we will pay for fabric
under the agreement will equal the costs of the raw materials plus an amount
which represents Main Street's standard labor and overhead costs incurred in
manufacturing fabric for us. During the term of the Supply Agreement, Main
Street is prohibited from manufacturing automotive fabric products for third
parties without our prior consent but may sell seconds and close-out items in
bona fide transactions. The Supply Agreement is also terminable by mutual
written consent, upon the occurrence of certain events of bankruptcy, the
appointment of a receiver or trustee, an assignment for the benefit of
creditors, or in the event of a material breach. In addition, either party may
terminate the Supply Agreement upon 270 days prior notice to the other party in
the event that the parties are unable to agree on the pricing of fabric covered
by the Supply Agreement.

     We are also a party to a Transition Services Agreement dated September 21,
2001 (the "Transition Agreement") with Joan Fabrics. Under this agreement Joan
Fabrics will provide Products with transitional and support services for a
period not to exceed twelve months in order to support the continued and
uninterrupted operation of the businesses acquired by Products in the Joan
acquisition. As a part of these services, pending our disassembly and removal
of machinery and equipment that we purchased from Joan Fabrics, Joan Fabrics
will use that machinery and equipment to manufacture for us all of our
requirements for some types of knitted and woven automotive fabrics. The terms
of our agreement with respect to this fabric production are substantially
similar to those under the Supply Agreement.


                                      S-46


     Mr. McCallum became a related party as a result of the Joan acquisition.
The terms of the Supply Agreement and the Transition Agreement were reached
through arms-length negotiations prior to Mr. McCallum becoming a related
party.

     On April 12, 2002, we signed and closed on a merger agreement with Mr.
McCallum and Southwest Railroad Inc., a company wholly-owned by Mr. McCallum,
pursuant to which Southwest Railroad Inc. was merged into one of our
wholly-owned subsidiaries. As consideration in the transaction, Mr. McCallum
received approximately 400,000 shares of C&A common stock and approximately
$2.5 million in cash. Pursuant to the merger agreement, debt owing to Mr.
McCallum of approximately $6.7 million was also repaid. This acquisition is
immaterial to Collins & Aikman's consolidated results and therefore has been
excluded from the pro forma information included in this prospectus supplement.


 Textron Transactions

     As discussed under "-- Liquidity and Capital Resources -- Leases," "--
Commercial Commitments -- Put and Call Arrangement," "Business -- Technology
and Intellectual Property" and "Business -- Joint Ventures" we are a party to
various agreements and transactions with Textron. Textron became a related
party as a result of its receipt of C&A common stock as consideration in the
TAC-Trim acquisition, and the Textron agreements were reached through
arm's-length negotiations prior to TAC-Trim becoming a related party.


DISCONTINUED OPERATIONS

     Net cash flows from discontinued operations in 2001 were $12.2 million,
representing recoveries, net of cash outflows. However, we have significant
obligations related to post-retirement, casualty, environmental, product
liability, lease and other liabilities of discontinued operations. The nature
of many of these contingent liabilities is such that they are difficult to
quantify and uncertain in terms of amount. We have accrued $10.0 million for
casualty reserves, $38.9 million for post retirement costs and $40.7 million
for environmental and product liability costs. Based upon the information
available to management and our experience to date, we believe that these
liabilities will not have a material effect on our financial condition, results
of operations or cash flows. In addition, we have primary, excess and umbrella
insurance coverage for various periods that we expect to cover certain of these
liabilities. However, there can be no assurances that contingent liabilities
will not arise or that known contingent liabilities or related claims will not
exceed our expectations or that insurance will be available to cover these
liabilities. Because the cash requirements of our operations are substantially
a function of these contingencies, it is possible that actual net cash
requirements could differ materially from our estimates.


RECENT AND FUTURE REORGANIZATION PLANS

     In 1999, we undertook a reorganization to reduce costs, improve operating
efficiencies throughout our operations and to more effectively respond to the
OEMs' demands for complete interior trim systems and more sophisticated
components. In general, the reorganization involved, among other things: the
reorganization of our operating segments, the closure or sale of various
facilities, and the termination of approximately 1,000 employees.

     Upon final completion of the 1999 reorganization plan, as modified in
2000, we recognized a pre-tax restructuring charge of $33.4 million, including
$13.4 million of asset impairments, $15.0 million of severance costs and $5.0
million related to the termination of sales commission contracts.

     During the first quarter of 2001, we undertook a restructuring program
resulting in a charge of $9.2 million. The goal of this restructuring program
is to further de-layer management in the North American, European and Specialty
operations. The pre-tax $9.2 million charge includes $8.4 million of severance
costs and $0.8 million of asset impairments.

     During the fourth quarter of 2001, we incurred charges totaling $9.6
million including $2.8 million of severance costs and $6.8 million for the
write-off of long-lived assets. We may elect to implement additional
restructuring activities as opportunities to achieve cost savings arise in
future periods.


                                      S-47


     In the first quarter 2002, we undertook a restructuring program to
rationalize operations in North America, Europe and Specialty operations
resulting in a restructuring charge of $9.1 million. The charge included $5.5
million of severance costs and $3.6 million of costs related to the
establishment of reserves for future commitments. We recognized severance costs
for over 100 personnel primarily at our North America and European headquarters
and additional reductions at our Specialty operations. We may elect to
implement additional restructuring activities as opportunities to achieve cost
savings arise in future periods.

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Considerable judgment is
often involved in making these determinations, and therefore, actual results
could differ from those estimates.

     Goodwill Impairment Testing: In June 2001, the FASB approved SFAS No. 142,
"Goodwill and Other Intangible Assets" effective for fiscal years beginning
after December 15, 2001. Under SFAS No. 142, goodwill will no longer be
amortized. Amortization of goodwill resulting from business combinations
initiated prior to July 1, 2001, will cease as of January 1, 2002, and
beginning July 1, 2001, goodwill resulting from business combinations initiated
after June 30, 2001 was not amortized. Beginning in 2002, all goodwill and
intangible assets will be tested at least annually for impairment in accordance
with the provisions of SFAS No. 142. We continue to review the provisions of
SFAS No. 142, but cannot determine the complete impact of the standard until
such time as we can complete the first-step of a two-step impairment test. We
are gathering information to prepare the first-step of the impairment test and
expect to complete this step by June 30, 2002. If an impairment loss were
identified as a result of these tests, it would be reported as a cumulative
effect of a change in accounting principle. In accordance with the provisions
of SFAS No.142, we did not amortize goodwill for the period ended March 31,
2002. If goodwill amortization had not been recorded for the period ended March
31, 2001, net loss and loss per share would have decreased $1.6 million or
$0.02 per share for that period.

     Realization of Deferred Tax Assets: Assessing the need for and amount of a
valuation allowance for deferred tax assets requires significant judgment. The
fact that a benefit may be expected for a portion but not all of a deferred tax
asset increases the judgmental complexity. Future realization of deferred tax
assets ultimately depends on the existence of sufficient taxable income of the
appropriate character in either the carryback or carryforward period under the
tax law.

     During 2001, Heartland acquired approximately 60 percent of C&A's
outstanding shares. This constituted a "change in control" that results in
annual limitations on C&A's use of its NOLs and unused tax credits. This annual
limitation on the use of NOLs and tax credits depends on the value of the
equity of C&A and the amount of "built-in gain" or "built-in loss" in C&A's
assets at the date of the "change in control". Based on the expiration dates of
the NOLs and tax credits as well as anticipated levels of domestic income,
management does not believe that the transaction will have a material impact on
these deferred tax assets. Management has reviewed our operating results for
recent years as well as the outlook for our continuing operations and concluded
that it is more likely than not that the net deferred tax assets of $141.7
million at December 31, 2001 will be realized.

     Management took into consideration, among other factors, the expected
impact of current year acquisitions, the impact of recent restructuring plans,
and the infusion of cash from Heartland. These factors along with the timing of
the reversal of our temporary differences, certain tax planning strategies and
the expiration date of C&A's NOLs were also considered in reaching this
conclusion. Our ability to generate future taxable income is dependent on
numerous factors, including general economic conditions, the state of the
automotive industry and other factors beyond management's control. Therefore,
there can be no assurance that we will meet our expectation of future taxable
income.

     Environmental Contingencies: We are subject to federal, state, local and
foreign environmental, and health and safety, laws and regulations that (i)
affect ongoing operations and may increase capital costs and operating expenses
in order to maintain compliance with such requirements and (ii) impose
liability


                                      S-48


relating to contamination at facilities, and at other locations such as former
facilities, facilities where we have sent wastes for treatment or disposal, and
other properties to which we may be linked. Such liability may include, for
example, investigation and clean-up of the contamination, personal injury and
property damage caused by the contamination, and damages to natural resources.
Some of these liabilities may be imposed without regard to fault, and may also
be joint and several (which can result in a liable party being held responsible
for the entire obligation, even where other parties are also liable).

     We believe that we have obtained, and are in material compliance with,
those material environmental permits and approvals necessary to conduct our
various businesses. Environmental compliance costs for continuing businesses
are accounted for as normal operating expenses or capital expenditures, except
for certain costs incurred at acquired locations. Environmental compliance
costs relating to conditions existing at the time of an acquisition are
generally charged to reserves established in purchase accounting. We accrue for
environmental remediation costs when such obligations are known and reasonably
estimable. In the opinion of management, based on the facts presently known to
it, such environmental compliance and remediation costs will not have a
material adverse effect on our business, consolidated financial condition or
future results of operations or cash flows.

     We are legally or contractually responsible or alleged to be responsible
for the investigation and remediation of contamination at various sites, and
for personal injury or property damages, if any, associated with such
contamination. At some of these sites we have been notified that we are a
potentially responsible party, ("PRP"), under the federal Superfund law or
similar state laws. Other sites at which we may be responsible for
contamination may be identified in the future, including with respect to
divested and acquired businesses.

     We are currently engaged in investigating or remediating certain sites, as
discussed below. In estimating the cost of investigation and remediation, we
have considered, among other things, prior experience in remediating
contaminated sites, remediation efforts by other parties, data released by the
United States Environmental Protection Agency ("USEPA"), the professional
judgment of our environmental experts, outside environmental specialists and
other experts, and the likelihood that other identified PRPs will have the
financial resources to fulfill their obligations at sites where they and we may
be jointly and severally liable. It is difficult to estimate the total cost of
investigation and remediation due to various factors including:

     o  incomplete information regarding particular sites and other PRPs;

     o  uncertainty regarding the nature and extent of environmental problems
        and our share thereof, if any, of liability for such problems;

     o  the ultimate selection among alternative approaches by governmental
        regulators;

     o  the complexity and evolving nature of environmental laws, regulations
        and governmental directives; and

     o  changes in cleanup standards.

     The Company is working with the Michigan Department of Environmental
Quality (MDEO) to investigate and remediate soil and groundwater contamination
at a former manufacturing plant in Mancelona, MI and at adjacent owned property
formerly used for the treatment and disposal of plating waste. MDEO is likely
to require remediation of groundwater. In addition, the Company is incurring
costs in connection with the provision of alternate water supplies to
residences in the area.

     The current owner of one of the Company's former manufacturing plants
located in Bowling Green, OH has entered into an Administrative Order on
Consent with the Ohio Environmental Protection Agency (OEPA) requiring
investigation and remediation of contamination at the site. The Company is
reimbursing the current owner for costs associated with ongoing groundwater
monitoring and, following selection of an appropriate remedy by OEPA, will
assume 90% of future remediation costs.

     In the 1980's and 1990's, the California Regional Water Quality Control
Board (CRWOCB) and other state agencies ordered a predecessor of ours to
investigate and remediate soil and groundwater contamination at a former lumber
treatment plant in Elmira, Ca. In 1996, the Company entered into an agreement
with the State of California to conduct long-term operation and maintenance of
the remedy implemented at the site.


                                      S-49


     We have established accruals for certain contingent environmental
liabilities and management believes such reserves comply with generally
accepted accounting principles. We record reserves for environmental
investigatory and non-capital remediation costs when litigation has commenced
or a claim or assessment has been asserted or is imminent, the likelihood of an
unfavorable outcome is probable, and the financial impact of such outcome is
reasonably estimable. At January 1, 2001 the reserve aggregated $37.0 million.
During 2001, reserves associated with acquired companies aggregated $23.6
million and net deductions aggregated $1.0 million. As of December 31, 2001 and
March 31, 2002, total reserves for those contingent environmental liabilities
are approximately $59.6 million.

     In the opinion of management, based on information presently known to it,
identified environmental costs and contingencies will not have a material
adverse effect on our consolidated financial condition, future results of
operations or cash flows. However, we can give no assurance that we have
identified or properly assessed all potential environmental liability arising
from our business or properties, and those of our present and former
subsidiaries and their corporate predecessors.

     Allowance for Uncollectible Accounts: The allowance for uncollectibles
provides for losses believed to be inherent within our "Accounts and Other
Receivables" (primarily trade receivables and the retained interest in the
receivables facility). Management evaluates both the creditworthiness of
specific customers and the overall probability of losses based upon an analysis
of the overall aging of receivables, past collection trends and general
economic conditions. Management believes, based on its review, that the
allowance for uncollectibles is adequate to cover potential losses. Actual
results may vary as a result of unforeseen economic events and the impact those
events could have on our customers.

     Valuation of Mandatorily Redeemable Preferred Stock of Products: Products
issued preferred stock as part of the consideration given to Textron in the
TAC-Trim acquisition. The preferred stock is recorded at fair value, which is
less than the liquidation value of $1,000 per share or $326.4 million. Since
the preferred stock is not publicly traded the use of an estimated fair value
was required. At its issuance, we estimated the fair value to be $146.9 million
based on market prices for securities with similar terms, maturities and risk
characteristics, and included a liquidation discount to reflect market
conditions. The difference between the initial recorded value and the initial
liquidation preference will be accreted over the life of the stock.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 RISK MANAGEMENT

     We are exposed to market risk from changes in interest rates and foreign
exchange rates. To mitigate the risk from these interest rate and foreign
currency exchange rate fluctuations, we enter into various hedging transactions
that have been authorized pursuant to policies and procedures. We do not use
derivative financial instruments for trading purposes.


 INTEREST RATE EXPOSURE

     Our exposure to market risk for changes in interest rates relates
primarily to our variable rate debt obligations. While we have used interest
rate swaps and other interest rate protection agreements to modify our exposure
to interest rate movements and to reduce borrowing rates, no such agreements
were in place at March 31, 2002.

     The tables below provide information about our derivative financial
instruments and other financial instruments that are sensitive to changes in
interest rates, including debt obligations. The table presents principal cash
flows and related interest rates by expected maturity dates for our debt
obligations. The instrument's actual cash flows are denominated in U.S. dollars
(dollar amounts in millions).


                                      S-50





                                                       EXPECTED MATURITY DATE                                         FAIR VALUE
                              -------------------------------------------------------------------------               MARCH 31,
                                  2002        2003        2004         2005        2006     THEREAFTER      TOTAL        2002
                              ----------- ----------- ------------ ------------ ---------- ------------ ------------ -----------
                                                                        (IN MILLIONS)
                                                                                             
Debt:
 Fixed rate ($US)............       --          --           --           --       400.0       500.0         900.0        869.5
   Average interest rate.....       --          --           --           --        11.5%      10.75%
 Variable rate ($US).........     19.3        24.2        103.8        248.2          --          --         395.5        395.5
 Average interest rate ......       (A)         (A)          (A)          (A)         --          --            (A)


- ----------
(A)  Borrowings bear interest at variable rates based on a spread to the
     adjusted LIBOR rate or, at our option, a base rate. We are sensitive to
     interest rate changes and based upon amounts outstanding at December 31,
     2001, a 0.5% increase in the weighted average interest rate (6.9% at March
     31, 2002) would increase interest costs by approximately $2.0 million
     annually.


 CURRENCY RATE EXPOSURE

     We are subject to currency rate exposure primarily related to foreign
currency purchase and sale transactions and intercompany and third party loans.
The primary purpose of our foreign currency hedging activities is to protect
against the volatility associated with these foreign currency exposures. We
primarily utilize forward exchange contracts and purchased options with
durations of generally less than 12 months.

     At March 31, 2002, we had outstanding the following foreign currency
forward and option contract amounts (amounts in millions, except average
contract rate):



                                                                                  UNREALIZED
   CURRENCY        CURRENCY                        WEIGHTED AVERAGE CONTRACT         GAIN
     (PAY)        (RECEIVE)     CONTRACT AMOUNT       RATE PER CONVENTION           (LOSS)
- --------------   -----------   -----------------   -------------------------     -----------
                                                                     
Euro .........       GBP            $  8.7         0.6157 GBP per EUR                 0.1
GBP ..........       Euro           $  0.1         0.6292 GBP per EUR                 --
GBP ..........       USD            $ 95.4         1.4090 USD per GBP               (0.9)
Euro .........       USD            $ 37.3         0.8660 USD per Euro              (0.2)
CAD ..........       USD            $492.9         1.6028 CAD per USD                 3.6
USD ..........       CAD            $ 29.0         1.5942 CAD per USD                 --
SEK ..........       GBP            $ 34.6         15.1086 SEK per GBP              (0.8)
MXN ..........       USD            $  2.9         9.3235 MXN per USD               (0.1)
CZK ..........       Euro           $  4.3         32.0000 CZK per EUR              (0.1)


     These amounts include option contracts with an aggregate notional amount
of $210.7 million outstanding at March 31, 2002 with a weighted average strike
price of $1.62 CAD per USD. For additional information on hedging activity, see
Note 5, "Foreign Currency Protection Programs" in the notes to the financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2001, which is incorporated herein by reference.

     The information presented does not fully reflect our net foreign exchange
rate exposure because it does not include the intercompany funding arrangements
denominated in foreign currencies and the foreign currency-denominated cash
flows from anticipated sales and purchases. Management believes that the
foreign currency exposure relating to these items would substantially offset
the exposure discussed above.


                                      S-51


                                    BUSINESS

OUR COMPANY

     We are a global leader in the design, engineering and manufacturing of
automotive interior components, including instrument panels, fully assembled
cockpit modules, floor and acoustic systems, automotive fabric, interior trim
and convertible top systems. We believe that we have the number one or two
North American market share position in terms of sales in eight out of the nine
major automotive interior categories. We are also the largest North American
supplier of convertible top systems in terms of sales. We expect the fully
assembled cockpit modules market to grow significantly over the next five years
and have positioned our company as a leading global supplier in this market
with the recent acquisition of TAC-Trim. Our sales are diversified among North
American, European and South American Tier I integrators and automotive OEMs.
In North America, we manufacture components for approximately 90% of all light
vehicle production platforms. We have over 25,000 employees and more than 120
plants worldwide. We are a Delaware corporation formed on September 21, 1988.
We conduct all of our operating activities through Products. Predecessors of
Products have been in operation since 1843.

     In February 2001, Heartland Industrial Partners, L.P. acquired a
controlling interest in our company. Since the investment, we have pursued
acquisitions that have furthered a strategy of serving as a prime contractor to
both Tier I integrators, which are shifting capital and emphasis away from
interior components manufacturing and towards electronics and the delivery of
fully integrated interior modules, and to OEMs, which continue to increase
their outsourcing of complete interior manufacturing.

     o  On July 3, 2001, we acquired the Becker Group L.L.C., a leading supplier
        of plastic components to the automotive industry.

     o  On September 21, 2001, we acquired Joan Automotive Industries, Inc., a
        leading supplier of bodycloth to the automotive industry, and the assets
        of Joan's affiliated automotive yarn dyeing operation, Western Avenue
        Dyers, L.P.

     o  On December 20, 2001, we acquired TAC-Trim, one of the largest suppliers
        of instrument panels and fully assembled cockpit modules and a major
        automotive plastics manufacturer of interior and exterior trim
        components in North America, Europe and South America.

     The combination of Collins & Aikman, Becker, Joan and TAC-Trim created one
of the industry's largest and most broadly based manufacturers of automotive
interior components, systems and modules. We have the capability to supply
diverse combinations of stylistically matched, functionally engineered and
acoustically integrated interior trim components, systems and modules and
market interior products to customers through a single "global commercial
operations" group, which supplies products from three primary categories:
plastic components and cockpits, carpet and acoustics and automotive fabrics.
In addition, we continue to market our convertible top systems through the Dura
convertible group.


INDUSTRY TRENDS

     Our strategy is to capitalize on several important automotive industry
trends, which we expect to drive demand for our products. These trends include:

     o  Increase OEM Demand for Modules, Systems and Complete Interiors. To
        reduce costs and simplify assembly processes and design, OEMs
        increasingly expect their large scale suppliers to provide fully
        engineered systems, pre-assembled combinations of components (systems or
        modules) and complete automotive interiors rather than individual
        components.

     o  Accelerating Manufacturing Outsourcing by Tier 1 Integrators. The large
        Tier I integrators are respositioning their assets and resources to
        focus on electronics and to gain design, assembly and "just-in-time"
        sequencing of modules, systems and complete interiors. As a result, they
        are seeking to divest or outsource the manufacturing of many component
        categories.

     o  Growing Technological Content and Acoustical Performance Requirements.
        The electronic and technological content of vehicles continues to
        expand, largely driven by demand for greater


                                      S-52


        functionality and convenience. Changes to vehicle interiors, including
        hands-free cell phone systems, entertainment and navigational systems
        and voice-activated dashboard functions, are expected to rquire enhanced
        acoustical properties and increased sound field engineering relative to
        today's light vehicles.

     o  Global Cusotmer Requirements. Automotive manufacturers favor suppliers
        with the capability to manufacture automotive interior systems and
        components in multiple geographic markets due to the opportunity for
        significant cost savings, reduced product development cycle times,
        common global platforms and improved product quality and consistency.


OUR STRATEGY

     Our goal is to become the leading manufacturer of automotive interior trim
components to OEMs and Tier I integrators and to realize the integration,
synergy and cost savings opportunities created by the combination of Collins &
Aikman, Becker, Joan and TAC-Trim. The following are the key elements of our
strategy.

     o  Provide integrated product solutions that combine interior styling,
        component systems and acoustical technologies. Our ability to bundle
        multiple components into integrated, custom packages distinguishes us
        from our competition and provides us with an opportunity to increase our
        content per vehicle. We believe that we are a leader in product
        innovation, design and styling in our business lines, producing
        components that cover substantially all of the non-glass interior
        surfaces of automobiles. We believe the breadth of our product offering
        affords us a significant advantage as OEMs increasingly view the vehicle
        interior as a major point of competitive differentiation and rely upon
        automotive suppliers for research, engineering, design and styling
        capabilities. By employing a cross-disciplinary approach to acoustics,
        surface styling and product engineering that takes advantage of our
        product development and technological capabilities, we can offer
        integrated product solutions to our customers.

     o  Capitalize on our position as prime contractor to OEMs and Tier I
        integrators. We believe that OEMs will accelerate modular and system
        sourcing in order to lower costs, reduce time to market and accommodate
        global platforms and we also believe that Tier I integrators will
        increase the redeployment of assets and capital into the integrated
        design, assembly and "just in time" sequenced delivery of complete
        interior systems. Because our pro forma 2001 sales accounted for
        approximately 28.9% of the approximately $7.6 billion of North American
        markets in which we participate, we believe we are well positioned to
        capitalize on these opportunities. Furthermore, our products are used in
        over 90% of North American vehicle platforms and are sold to all North
        American OEMs, transplants (such as Toyota and Honda), and major Tier I
        integrators. We are also well positioned with respect to our Tier II
        competitors that have comparatively narrower product lines and
        significantly less size, scale and technological capabilities.

     o  Increase content per vehicle. We have substantial new business awards
        from our customers across all product categories, with the strongest
        growth expected in fully assembled cockpit modules. On a pro forma
        basis, we have been awarded net new business that is projected, based on
        our customers' production estimates to generate additional sales of
        approximately $343 million in 2002. These expected sales include both
        conventional instrument panel molding and skinning as well as assembly
        and sequencing of fully integrated units with approximately $600 per
        vehicle of average expected content. By increasing content per vehicle,
        we expect our sales to outperform the industry generally. We intend to
        take advantage of our current position to increase our content per
        vehicle.

     o  Leverage technology to improve manufacturing efficiency. We believe we
        have many opportunities to improve our manufacturing efficiency and cost
        structure by rationalizing existing operations and incorporating
        manufacturing "best practices," processes, procedures and technologies
        into our operations. For example, we believe TAC-Trim is among the most
        efficient plastics suppliers in North America and Europe due to numerous
        proprietary manufacturing technologies such as the Intellimold(TM) and
        Envirosoft(TM) patented processes that allow us to


                                      S-53


       manufacture and combine mulitiple products to produce complex integrated
       interiors. We believe the application of technologies such as
       IntellimoldTM throughout our operations, as well as the continued
       roll-out of these technologies throughout TAC-Trim's operations, should
       significantly improve our plastics manufacturing cycle time, labor costs
       and scrap rates.

     o  Pursue cost savings opportunities arising from our acquisitions. The
        Becker, Joan and TAC-Trim acquisitions, in tandem with other
        restructuring actions, create the opportunity to realize significant
        cost savings estimated at approximately $30 million per year by 2003. We
        expect to realize these savings through a number of initiatives,
        including purchasing savings, in-sourcing certain of our plastics
        tooling and yarn dyeing requirements, consolidating research and
        development and sales functions, capacity rationalization and reducing
        global headquarters' costs. We expect additional incremental savings in
        2003 and beyond.


PRODUCTS

     We market the majority of our products to customers through a single
"global commercial operations" group, which supplies products from three
primary categories including plastic components and cockpits, carpet and
acoustics and automotive fabrics. In addition, we market convertible top
systems through the Dura convertible group. Our products include the following:

     Plastic Components and Cockpits

     We manufacture substantially all of the components of the plastic interior
trim within a vehicle, including automotive instrument panels, door panels,
sidewall trim, overhead systems, headrests and armrests, cupholders, air
registers and bezels, slush molded skins, pillar trim, floor console systems,
instrument panel components, and fully assembled cockpit modules. This broad
portfolio of plastic components and cockpits products allows us to offer
customers modules and systems that incorporate individual components. Some
major products include:

     o  Instrument Panels ("IP"): As the most structurally important plastic
        component in the vehicle and as the plastic substrate directly in front
        of the driver, the IP occupies the most important piece of "real estate"
        in the interior. We believe that we are the number one IP supplier in
        North America in terms of sales. The advanced materials we employ
        include Envirosoft (Trade Mark) castable thermoplastic materials, high
        performance PVC alloys, high-definition grain and texture formulation
        and vacuum forming. TAC-Trim has also developed the Invisitec (Trade
        Mark) invisible passenger air bag system, which provides improved
        appearance and craftsmanship at reduced cost.

     o  Cockpits: We are a leading North American and European supplier of
        cockpits. The complete array and breadth of our plastic component
        offerings has enabled us to become a leader in offering customers a
        fully assembled IP system ("cockpit") delivered on a just-in-time basis.
        As most of the ancillary interior trim components revolve around the IP
        placement, we believe that we will be able to penetrate effectively the
        customer base by offering the IP along with complementary plastic
        accoutrements and additional products from our other business units. We
        source various other parts that make up a fully assembled modular
        cockpit from outside suppliers (including radios, wire harnesses,
        cross-vehicle beams and steering columns). We expect that our position
        as a cockpit integrator will provide significant opportunities to
        in-source more manufactured content in the future. Through the
        proprietary Intelliquence (Trade Mark) software, finished cockpits can
        be delivered to the OEMs on a just-in-time basis and installed on the
        assembly line.

     o  Door Panels: We believe that we are the second largest supplier of door
        panels and related trim in North America in terms of sales. This
        decorative plastic interior trim component is an important element to
        the overall styling theme of a vehicle's interior.

     o  Exteriors: Exterior trim components include plastic molded fascia
        systems, bodyside cladding, signal lamps, cowl grilles and wheel flares.
        We have taken advantage of the systems trend in the exterior trim
        product market by producing and assembling fascia with radiator grilles,
        energy absorbers, trim moldings and lamps to be delivered in sequence
        directly to the OEMs' assembly line.


                                      S-54


     Carpet and Acoustics

     We have evolved from a North American carpet producer to become a market
leader in a broad range of automotive floor systems, luggage compartment trim,
dash insulators and other acoustic products with production capabilities in
both North America and Europe. While acoustical products are often combined
with molded floor carpet to provide complete interior floor systems, it is
useful to describe four carpet and acoustics product categories:

     o  Molded Floor Systems: Molded floor systems consist of thermoformed
        compression molded carpets. These carpets are provided in either a
        barrier or an absorptive NVH (noise, vibration and harshness) system.
        The barrier system includes polyethylene, barrier back, and a fiber
        underlay system or a foam-in-place system. Products include Tuflor
        (Trade Mark) , our proprietary thermoplastic flooring product, which is
        rugged, durable and washable. The products in molded floor systems are
        highly engineered, and their manufacture requires a high degree of
        precision and draws on our robotics capabilities. We believe we are the
        number one producer of molded floor and acoustic systems in the North
        American market and manufacture molded floor systems for all of the
        North American and Japanese OEMs as well as a number of the European
        OEMs.

     o  Luggage Compartment Trim: The other major carpeted area of the vehicle
        is the luggage compartment, which includes one-piece molded trunk
        systems and assemblies, wheelhouse covers and center pan mats,
        seatbacks, tireboard covers and other trunk trim products. We believe
        that we are the number two supplier of luggage compartment trim in the
        North American market.

     o  Accessory Floormats: We manufacture automotive accessory floormats by
        vulcanizing rubber backing to tufted carpet and also manufacture cargo
        mats with value-added distinctive aesthetic and practical features such
        as hand-sewn appearance of edges and moisture trapping construction with
        our patented Akro Edge (Registered Trademark) floormats. Largely due to
        this product differentiation, we have become the largest fully
        integrated auto floormat producer in North America.

     o  Acoustical Products: Acoustical products include interior dash
        insulators that insulate the passenger compartment from engine
        compartment noise and heat; damping materials that control noise in the
        floor, overhead system and sides of the vehicle; and engine compartment
        NVH systems. Changes to vehicle interiors, including hands-free cell
        phone systems, navigational systems, entertainment systems and
        voice-activated Internet access, will require enhanced acoustical
        properties and increased sound field engineering relative to today's
        light vehicles.

     Automotive Fabrics

     The combination of our existing fabrics products with Joan makes us one of
the largest automotive fabrics manufacturers. The principal automotive fabrics
are bodycloth (woven or knitted fabric primarily for the seats of the vehicle)
and headliner (knitted fabric laminated with foam such as that on the inside
roof of the vehicle). Automotive fabrics are woven or knit based on the styling
and cost preference of the customer. We offer every major fabric variation,
including dobby velours, jacquard woven velours, flat wovens, double needle-bar
knits, circular knits and tricot knits.

     Our styling capability is one of our principal strengths, and is a reason
for our strong sales to OEMs. With the acquisition of Joan, our production of
fabrics is vertically integrated with an expandable dye house operation. Due to
stringent OEM "color fastness" standards, the dyeing and color application
process is a key value-added aspect of auto fabric production and contributes
significantly to price-per-yard.

     Dura Convertible Top Systems

     We are a vertically integrated full service supplier of convertible roof
systems, and can design, engineer and manufacture all aspects of a convertible
top including the framework, trim set, backlights, well slings, tonneau covers
and power actuating system. In order to differentiate products in the
marketplace, OEMs have been increasing the number of convertible models on both
existing and new platforms. Management believes that this trend will continue
to drive demand for convertible systems. Top-in-a-Box (Trade Mark) , a system
pioneered by Dura Convertibles, is an assembly-line-ready module containing


                                      S-55


all of the components of a convertible top that enables the OEM to install a
complete convertible top system on the production line. This modular, "bolt-on"
assembly significantly reduces the time and labor traditionally required to
manufacture a convertible model, enabling OEMs to more profitably produce and
sell convertibles. Dura Convertibles has the industry's most complete line of
fabric coverings for convertible and sport utility top covers for OEMs
globally. We maintain final assembly and trim operations near the OEMs' plants,
and thereby offer customers complete just-in-time delivery and sequencing
capabilities.


CUSTOMERS

     Customers include both OEMs and Tier I integrators, which have been
increasingly divesting component manufacturing. In the past, OEMs have been
typical direct customers for our plastic components, cockpits, carpet and
acoustic and convertible products, while Tier I integrators have typically been
direct customers for fabrics. We believe that over time, sales to Tier I
integrators will increase as a percentage of total sales as OEMs source
increasingly larger sections of vehicle interiors to Tier I integrators who in
turn shift their capital and emphasis towards electronics and the delivery of
fully integrated interior modules.

     Through strategic acquisitions, we have broadened our customer base
globally, with European sales representing 14% of total actual sales for 2001
versus 3% in 1996. DaimlerChrylser AG (including Mercedes, Chrysler, Mitsubishi
and Smart), General Motors Corporation (including General Motors, Opel,
Vauxhall and Saab) and Ford Motor Company (including Ford, Jaguar, Land Rover,
Aston Martin and Volvo) directly and indirectly represented approximately
18.7%, 29.0% and 21.5% of 2001 actual sales, respectively. These percentages
are likely to change with the recent acquisition of TAC-Trim. The following is
a list of our customers:

     o  Alpha Romeo        o  General Motors      o  Magna         o  Renault
     o  Audi               o  Honda               o  Man           o  Rover
     o  BMW                o  Hyundai             o  Mazda         o  Scania
     o  CAMMI              o  Intier              o  Mitsubishi    o  Seat
     o  Daimler Chrysler   o  Isuzu               o  Nissan        o  Subaru
     o  Faurecia           o  Jaguar              o  NUMMI         o  Toyota
     o  Fiat               o  Johnson Controls    o  Opel          o  Visteon
     o  Ford               o  Kia                 o  Porsche       o  Volkswagen
     o  Freightliner       o  Lear Corporation    o  PSA           o  Volvo

     Our supply relationships are typically sole-source and extend over the
life of the model, which is generally four to seven years, and do not normally
require the purchase by the customer of any minimum number of products. We
receive blanket purchase orders that normally cover annual requirements for
products to be supplied for a particular vehicle model which may be terminated
at any time. In order to reduce reliance on any one model, we produce
automotive interior systems and components for a broad cross-section of both
new and more established models.


MARKETING, ENGINEERING AND DEVELOPMENT

     As a global leader in automotive interior components, we differentiate our
company in the marketplace by consistently providing high quality products,
outstanding customer service and program management and cost effective
automotive solutions to global customers. Historically, we marketed individual
components, modules and complete systems to customers. With the implementation
of "Mega" Tier II strategy, we realigned our marketing efforts to sell
integrated product "bundles" to customers in an effort to increase growth in
sales and operating income while enhancing the value-add provided to customers.
Central to this marketing strategy has been the development of products that
enhance both the vehicle's interior aesthetics as well as its acoustic
performance. Equally important, and unlike many other Tier I or Tier II
automotive suppliers, is the development of marketing and program management
teams


                                      S-56


specifically focused on supporting not only OEMs, but major Tier I customers as
well. These dedicated teams, consisting of automotive interior personnel who
are able to meet a customer's entire interior needs, provide a single interface
for our customers and help avoid duplication of our sales and engineering
efforts.

     Products are sold directly to customers under sales contracts that are
obtained primarily through competitive bidding. These sales are originated
almost entirely by sales staff. This marketing effort is augmented by design
and manufacturing engineers that work closely with automotive manufacturers
from the preliminary design to the manufacture and supply of automotive
interior modules, systems or components. A key element employed to increase
sales is to develop increasingly higher value-added products through
innovations in materials construction, product design, engineering and styling.
In recognition of this, in April of 2000, we formed the Global Product
Development Division (GPDD) and also created an Advanced Sales and Program
Management Group. The primary focus of the GPDD is to work closely with
customer engineering personnel to develop new products, processes, innovations,
etc. that are central to winning new business from customers. The Advanced
Sales and Program Management Group serves as a "bridge" between the GPDD and
customer-focused sales groups who market our products and are responsible for
ensuring that customers' needs are being met.

     Through sales offices in North America, South America, Europe and
Asia-Pacific, our marketing personnel maintain regular contact with our various
customers' engineers and purchasing agents. We continually seek new business
from existing customers, as well as seeking to develop relationships with new
customers. We market our products by maintaining strong customer relationships,
developed over an 80-plus year history in the automotive industry through:

     o  extensive technical and product development capabilities;

     o  reliable just-in-time delivery of high-quality products;

     o  strong customer service;

     o  innovative new products; and

     o  a competitive cost structure.

     The emergence of modular sourcing favors suppliers with broad
manufacturing capabilities and product lines, experience with diverse materials
and modular coordination. We believe that our broad base of manufacturing
expertise with interior surface resins and materials and our global leadership
in delivering cockpits, will favorably position us in the global automotive
interior industry. Automotive manufacturers have increasingly looked to
suppliers to assume responsibility for introducing product innovations,
shortening the development cycle of new models, decreasing tooling investment
and labor costs, reducing the number of costly design changes in the early
phases of production and improving automotive interior acoustics, comfort and
functionality. Once we are engaged to develop the design for the automotive
interior system or component of a specific vehicle model, we are also generally
engaged to supply these items when the vehicle goes into production.
Substantial resources have been dedicated toward improving engineering and
technical capabilities, establishing or acquiring strong in-house tooling
capabilities and developing advanced technology centers in the United States
and in Europe. Similarly, research and development are an integral part of the
sales and marketing effort. Especially noteworthy are TAC-Trim's proprietary
Intellimold (Trade Mark)  injection molding control process, Invisitec (Trade
Mark)  invisible passenger air bag door system and Envirosoft castable TPU and
TPO materials.

     In order to effectively develop automotive interior systems, it is
necessary to have global capabilities in the engineering, research, design,
development and validation of the interior components, systems and modules
being produced. We conduct research and development at design and technology
centers in Dearborn, Michigan; Dover, New Hampshire; Auburn Hills, Michigan;
Plymouth, Michigan; Heidelberg, Germany and Tyngsboro, Massachusetts and at
several worldwide product engineering centers. At these centers, we design,
develop and engineer products to comply with applicable safety standards, meet
quality and durability standards, respond to environmental conditions and
conform to customer aesthetic and acoustic requirements. In particular,
acoustic requirements and cockpit aesthetics have become more


                                      S-57


important than ever with the advent of in-vehicle telematics. Technologically
advanced acoustics testing centers are maintained in Plymouth, Michigan and
Heidelberg, Germany and cockpit development centers are located in Auburn Hills
and Dearborn, Michigan in order to capitalize on both of these trends.


MANUFACTURING

     We focus on combining smaller manufacturing plants into larger scale
plants that have efficient layouts and the ability to absorb core fixed costs.

     We possess cross-disciplinary manufacturing expertise, including an
ability to form and assemble multi-material combinations of hard-molded
plastics, slush-molded soft skins and surfaces, carpet, fabric, foam,
insulation, and other trim materials. Management believes the sophistication of
our carpet tufting and dying processes, the foam-in-place process for molded
floors and our small-part plastic moldings and assemblies capabilities creates
a competitive advantage. Recent acquisitions have added to our manufacturing
capabilities:

     o  With the Joan acquisition, we gained a scaleable, low-cost package
        automotive yarn dyeing facility thereby bringing in-house an important
        source of supply for the manufacture of our fabrics products.

     o  The acquisition of Becker, originally established as a tool shop, has
        supplemented our existing operations with one of the industry's leading
        tool developers allowing the in-sourcing of a significant portion of our
        tooling requirements. The addition of Becker's tooling expertise
        complemented our manufacturing capabilities for carpet and acoustics
        products and TAC-Trim's large part injection molding process.

     o  The TAC-Trim acquisition added advanced process technologies such as
        slush-molded skinning for high-end instrument panels, thermoplastic
        casting, and "molded-in" color and decoration insert capability and
        overall manufacturing discipline and acumen. Specific product and
        process additions brought on by TAC-Trim include: the patented
        Intellimold (Trade Mark) feedback control system for injection molding
        control which dramatically reduces cycle times, labor costs and scrap
        rates; and the proprietary Intelliquence (Trade Mark) software
        sequencing system which should enable product delivery on a just-in-time
        basis to global OEM customers. In addition, TAC-Trim significantly
        expanded our plastic manufacturing capabilities allowing us to provide
        substantially all of an automobile's interior plastic components.


TECHNOLOGY AND INTELLECTUAL PROPERTY

     Significant resources are dedicated to research and development in order
to maintain our position as a leading developer of technology innovations, some
of which have been patented or are in the process of being patented, in the
automotive interior industry. We have developed a number of patented and
proprietary designs for innovative interior features, all focused on increasing
value to the customer. Examples include our developed proprietary slimline
cupholders, Cavelflex (Trade Mark)  (stretch woven) fabrics and the "AcT (Trade
Mark)  family" of acoustically tunable products.

     Our patents and patent applications exist in five primary areas:
automotive floor mats, automotive fabric products, acoustics, plastics and
convertible systems. With respect to floormats, we hold several U.S. and
foreign patents relating to the Akro Edge (Registered Trademark)  floormats.
Akro Edge (Registered Trademark)  floormats are the industry standard for their
functional and aesthetic appeal to OEMs and their customers. With respect to
automotive fabric patents, we have numerous patents on headliners, trunkliners
and floor panels. In the acoustics area, in addition to the proprietary Comet
(Registered Trademark)  acoustics software, we are actively seeking protection
of various aspects of our AcT (Trade Mark)  fiber technology and various other
means for improving sound deadening and sound absorption in automotive
interiors. We have various patents and patent applications directed to cup
holders, air outlet assemblies, storage systems and convertible mechanisms.

     In connection with the TAC-Trim acquisition we acquired intellectual
property rights to various products and processes including the patented
Intellimold (Trade Mark)  injection molding control process for use in our
business. The Intellimold (Trade Mark)  patents are related to methods and/or
apparatus for injection molding.


                                      S-58


TAC-Trim has also developed certain skin materials and compounding solutions
that provide the capability to design cost-effective materials with outstanding
performance and aesthetic qualities. Examples of these materials include
Envirosoft (Trade Mark)  castable thermoplastic materials, high performance PVC
alloys, high-definition grain and texture formulation and vacuum thermoplastic
applications. TAC-Trim has also developed the Invisitec (Trade Mark)  invisible
passenger air bag system, which provides improved appearance and craftsmanship
at reduced cost. Invisitec (Trade Mark)  systems, which integrate the air bag
door with the panel and top cover, have been commercialized for soft-cast and
vacuum-formed panels and hard injection molded instrument panels. In total,
TAC-Trim holds approximately 270 U.S. and approximately 1200 foreign active
patents and has approximately 350 patents pending. The intellectual property
acquired in the TAC-Trim acquisition is subject to certain limitations on our
use and creates continuing obligations to Textron.

     As part of the TAC-Trim acquisition, we entered into three intellectual
property license agreements with Textron. In two of these agreements, we
licensed back to Textron certain intellectual property that was acquired in the
transaction (the "Intellimold Agreement" and the "Licensed-Back IP Agreement").
In the third agreement, we licensed from Textron other intellectual property
that we did not acquire in the transaction (the "Retained IP Agreement"). We
are providing general descriptions of these agreements although these
descriptions do not contain all the material terms in the contracts.

     In all three agreements, the ability to use the intellectual property is
limited based on whether the proposed use falls inside or outside a defined
field of automotive products (the "Restricted Field").

     In the Intellimold Agreement, we gave Textron an exclusive worldwide,
perpetual, irrevocable license to use outside the Restricted Field our rights
in the Intellimold process and any enhancements developed by it. Textron was
also granted a royalty-free, worldwide, perpetual, irrevocable license to use
our rights in the Intellimold process and any enhancements developed by us
within the Restricted Field solely in connection with its and certain
affiliates' manufacturing, sales and development operations. The Intellimold
Agreement also includes an exclusive royalty-free, worldwide, perpetual,
irrevocable license for us to use within the Restricted Field any enhancements
to the Intellimold process developed by Textron. In the Licensed-Back IP
Agreement, we granted Textron a non-exclusive, worldwide, royalty-free,
perpetual and irrevocable license to use solely outside the Restricted Field
certain intellectual property including over 50 U.S. patents on air bag related
products. In the Retained IP Agreement, Textron granted to us a non-exclusive,
worldwide, royalty-free, perpetual and irrevocable license to use solely within
the Restricted Field certain intellectual property. These patents could have
applicability to the automotive industry but such use is somewhat secondary to
the use of such technology outside the automotive field.

     As described under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- Leases", we lease certain equipment from Textron. When those
leases terminate, if Textron and its affiliates continue to own any interest in
the equipment, they will be allowed to use the equipment for certain purposes
and to use related intellectual property.


RAW MATERIALS

     Raw materials and other supplies used in our continuing operations are
normally available from a variety of competing suppliers. With respect to most
materials, the loss of a single or even a few suppliers would not have a
material adverse effect on us. We are sensitive to price movements in our raw
materials supply base and have not hedged against price fluctuations in
commodity supplies, such as plastics and resins. While we may not be able to
pass on any future raw materials price increases to customers, a significant
portion of increased cost may be offset through volume purchase savings, value
engineering/  value analysis in conjunction with our major customers and
reductions in the cost of off-quality products and processes. We may evaluate
commodities hedging opportunities from time to time.


COMPETITION

     We are a leading supplier in automotive molded carpet and acoustics, auto
fabrics, convertible top systems and automotive plastics components and
cockpits. Customers rigorously evaluate suppliers on the


                                      S-59


basis of product, quality, price competitiveness, technical expertise and
development capability, new product innovation, reliability and timeliness of
delivery, product design capability, leanness of facilities, operational
flexibility, customer service and overall management. Some competitors may have
greater financial resources than us or a competitive advantage in the
production of any given product that we manufacture, and there can be no
assurance that we will be able to successfully compete in the markets for the
products we currently provide.


JOINT VENTURES

     We participate in four minority business enterprises in the U.S. (Aguirre
and Collins & Aikman Plastics, LLC, Engineered Plastic Products, Inc., Synova
Plastics, LLC and Synova Carpets LLC). These joint ventures play an important
role in securing new business as automotive manufacturers continue to promote
economic diversity by proactively increasing the amount of business they source
to minority suppliers. These joint ventures were instrumental in our obtaining
contracts with General Motors, Toyota, DaimlerChrysler and Johnson Controls to
supply them with various plastic components and systems for a number of vehicle
models.

     In connection with the TAC-Trim acquisition, we acquired a 50% interest in
an Italian joint venture. Textron Automotive Holdings (Italy) S.r.L. is an
Italian company that will offer interior and exterior automotive trim products
to customers in Italy. Textron indirectly owns the other 50% of the Italian
joint venture. A recent project of the Italian joint venture is to service
certain cockpit needs for three new Fiat lines at a facility being built at
Fiat's Cassina, Italy plant. We will not control the joint venture but will be
required to provide certain administrative, technical and engineering services
and to license certain patents and other know-how to the Italian joint venture.
We expect to receive certain fees and reimbursement of certain expenses in
providing these services and licensing these rights. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources -- Commercial Commitments" for additional
discussion regarding a put and call arrangement that we entered into with
respect to the remaining 50% interest in the Italian joint venture.


LABOR MATTERS AND EMPLOYEES

     As of March 31, 2002, our continuing operations employed approximately
26,304 persons on a full-time or full-time equivalent basis. Approximately 51%
of such employees were represented by labor unions in the United States, Canada
and other countries. Each facility has its own collective bargaining unit and
management believes that our relations with our employees represented by labor
unions and our other employees are generally good. From time to time in the
ordinary course of our business, grievances are filed against us by employees
and unions.


PROPERTIES

     We have over 120 plants and facilities in North America, South America,
Europe and Asia. Approximately 70% of the total square footage of these
facilities is owned and the remainder is leased. Many of our facilities are
strategically located to provide product delivery to our customers on a
just-in-time basis.


                        FACILITIES BY GEOGRAPHIC REGION



                                                  NORTH       SOUTH
               TYPE OF FACILITY                  AMERICA     AMERICA     EUROPE     ASIA     TOTAL
- ---------------------------------------------   ---------   ---------   --------   ------   ------
                                                                             
Manufacturing ...............................      57           4          31        --        92
Design, Research & Development, and Technical
 Centers ....................................      19          --           8        --        27
Sales Branches, Offices, Other ..............      16          --           8         2        26
                                                   --          --          --        --        --
 Total(1) ...................................      92           4          47         2       145


- ----------
(1)   Total facilities shown per the table exceeds the 120 plants and
      facilities indicated above because certain facilities listed in the table
      serve in more than one of the indicated capacities.


                                      S-60


ENVIRONMENTAL MATTERS AND LEGAL PROCEEDINGS

     Except as described below, we are not party to any material pending legal
proceedings, but we are involved in ordinary routine litigation incidental to
the business.

     Environmental: We are subject to federal, state, local and foreign
environmental, and health and safety, laws and regulations that (a) affect
ongoing operations and may increase capital costs and operating expenses in
order to maintain compliance with such requirements and (b) impose liability
relating to contamination at facilities, and at other locations such as former
facilities, facilities where we have sent wastes for treatment or disposal, and
other properties to which we may be linked. Such liability may include, for
example, investigation and clean-up of the contamination, personal injury and
property damage caused by the contamination, and damages to natural resources.
Some of these liabilities may be imposed without regard to fault, and may also
be joint and several (which can result in a liable party being held responsible
for the entire obligation, even where other parties are also liable).

     We believe that we have obtained, and are in material compliance with
those material environmental permits and approvals necessary to conduct our
various businesses. Environmental compliance costs for continuing businesses
are accounted for as normal operating expenses or capital expenditures, except
for certain costs incurred at acquired locations. Environmental compliance
costs relating to conditions existing at the time of an acquisition are
generally charged to reserves established in purchase accounting. We accrue for
environmental remediation costs when such obligations are known and reasonably
estimable. In the opinion of management, based on the facts presently known to
it, such environmental compliance and remediation costs will not have a
material effect on our business, consolidated financial condition, future
results of operations or cash flows.

     We are legally or contractually responsible or alleged to be responsible
for the investigation and remediation of contamination at various sites, and
for personal injury or property damages, if any, associated with such
contamination. At some of these sites we have been notified that we are a PRP
under the federal Superfund law or similar state laws. We may be identified in
other sites in the future and may be responsible for contamination, including
with respect to divested and acquired businesses.

     We are currently engaged in investigating or remediating certain sites. In
estimating cost of investigation and remediation, we considered, among other
things, prior experience in remediating contaminated sites, remediation efforts
by other parties, data released by the USEPA, the professional judgment of our
environmental experts, outside environmental specialists and other experts, and
the likelihood that other identified PRPs will have the financial resources to
fulfill their obligations at sites where they may be jointly and severally
liable. It is difficult to estimate the total cost of investigation and
remediation due to various factors including:

     o  incomplete information regarding particular sites and other PRPs;

     o  uncertainty regarding the nature and extent of environmental problems
        and our share, if any, of liability for such problems;

     o  the ultimate selection among alternative approaches by governmental
        regulators;

     o  the complexity and evolving nature of environmental laws, regulations
        and governmental directives; and

     o  changes in cleanup standards.

     We have established reserves for environmental investigation and
non-capital remediation costs. Management believes such reserves comply with
generally accepted accounting principles. We record reserves for these
environmental costs when litigation has commenced or a claim or assessment has
been asserted or is imminent, the likelihood of an unfavorable outcome is
probable, and the financial impact of such outcome is reasonably estimable. As
of March 31, 2002, total reserves for these environmental costs are
approximately $59.6 million. Approximately half of those environmental reserves
are for the three sites discussed below. The balance relates to approximately
40 additional locations where we are participating in the investigation or
remediation of the site, either directly or through financial contribution or
where we are alleged to be responsible for costs of investigation or
remediation.


                                      S-61


     We are implementing a 1991 Administrative Order issued by USEPA concerning
the remediation of soil and groundwater contamination associated with the
Stamina Mills Superfund Site in North Smithfield, Rhode Island. Although the
outcome of ongoing litigation with the government could reduce this expense,
the environmental reserve assumes that we will have full responsibility for
this matter. In addition, in March 2001 we received notice of a suit filed in
Rhode Island state court on behalf of a person alleging medical conditions
caused by exposure over a number of years, through drinking water and
otherwise, to a chlorinated solvent in contaminated groundwater associated with
the site. We filed an answer denying liability. Although management believes we
have significant defenses, the suit is in its early stages.

     We are also implementing a 1990 Administrative Order by Consent with the
New Hampshire Department of Environmental Services (DES) concerning the
investigation and remediation of the Cardinal Landfill in Farmington, NH. Among
other things, we also paid for alternative water supplies to residences
impacted by groundwater contamination associated with the landfill and
investigation and, if necessary, remediation of off-site impacts from the
landfill. The DES is in the process of selecting a remedy to address conditions
at the landfill. Concern about conditions in the soil and groundwater at and in
the vicinity of the site have prompted a lawsuit in state court, on behalf of
several families that reside in a mobile home park near the landfill, against
the park owner. Although we believe we would have significant defenses, no
assurance can be given that litigation will not be brought against us arising
out of the contamination or, if so, that the matter would be resolved in a way
that is not material.

     As a result of the TAC-Trim acquisition, we are also one of 11 PRPs
implementing a 1993 Consent Decree with USEPA and the State of New Hampshire
concerning the remediation of soil, groundwater and sediment contamination
associated with the Dover Municipal Landfill Superfund Site in Dover, New
Hampshire. Under a related 1997 Administrative Order on Consent with the USEPA,
the PRPs are in the process of assessing a possible alternative to the remedy
previously selected for this site.

     In the opinion of management, based on information presently known to it,
identified environmental costs and contingencies will not have a material
adverse effect on the consolidated financial condition or future results of
operations. However, no assurance can be given that management has identified
or properly assessed all potential environmental liability arising from our
business or properties, and those of present and former subsidiaries and their
corporate predecessors.

     During 2001, we received payments of $14.5 million on environmental claims
related to discontinued operations. Of the $14.5 million in payments, we
recorded $8.8 million, net of income taxes, as income from discontinued
operations.

     During 2000, we settled claims for certain other environmental matters
related to discontinued operations for a total of $20.0 million. Settlement
proceeds are being paid to us in three installments. Installments of $7.5
million were received in both 2000 and 2001. We anticipate receiving the final
payment of $5.0 million on June 30, 2002. Of the $20.0 million settlement, we
recorded the present value of the settlement as $7.0 million of additional
reserves, based on our assessment of potential environmental exposures, and
$6.6 million, net of income taxes, as income from discontinued operations.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Accounting Policies -- Environmental Contingencies".

     Other Claims: As of May 17, 2002, we were party to approximately 701
pending cases alleging personal injury from exposure to asbestos containing
materials used in boilers manufactured before 1966 by former operations of ours
which were sold in 1966. Asbestos-containing refractory bricks lined the
boilers and, in some instances, our former operations installed
asbestos-containing insulation around the boilers. These pending cases do not
include cases that have been dismissed or are subject to agreements to dismiss
due to the inability of the plaintiffs to establish exposure to a relevant
product and cases that have been settled or are subject to settlement
agreements. Total settlement costs for these cases have been less than $181,000
or an average of less than $4,250 per settled case. The defense and settlement
costs have been substantially covered by our primary insurance carriers under a
claims handling agreement that expires in August 2006. We have primary, excess
and umbrella insurance coverage for various periods


                                      S-62


available for asbestos-related boiler and other claims. Our primary carriers
have agreed to cover approximately 80% of certain defense and settlement costs
up to a limit of approximately $70.5 million for all claims made, subject to
reservations of rights. The excess insurance coverage, which varies in
availability from year to year, is approximately $620 million in aggregate for
all claims made. Based on the age of the boilers, the nature of the claims and
settlements made to date, and the insurance coverage, management does not
believe that these cases will have a material impact on our financial
condition, results of operations or cash flows. However, we cannot assure that
we will not be subjected to significant additional claims in the future, that
insurance will be available as expected or that unanticipated damages or
settlements in the future would not exceed insurance coverage.


                                      S-63


                                   MANAGEMENT

     Set forth below is information regarding directors and executive officers
of C&A.



              NAME                 AGE(1)                        POSITION
- -------------------------------   --------   -----------------------------------------------
                                       
Thomas E. Evans ...............   50         Chairman of the Board and Chief Executive
                                             Officer
Charles E. Becker .............   55         Vice Chairman of the Board
Robert C. Clark ...............   58         Director
Marshall A. Cohen .............   67         Director
David C. Dauch ................   37         Director
Cynthia Hess ..................   45         Director
Timothy D. Leuliette ..........   52         Director
Elkin McCallum ................   58         Director
W. Gerald McConnell ...........   38         Director
Warren B. Rudman ..............   71         Director
J. Michael Stepp ..............   57         Director and Chief Financial Officer
David A. Stockman .............   55         Director
Daniel P. Tredwell ............   44         Director
Samuel Valenti III ............   56         Director
Gerald E. Jones ...............   56         Executive Vice President Global Manufacturing
                                             Operations, Fabrics
Millard L. King ...............   57         Executive Vice President Global Manufacturing
                                             Operations, Carpet and Acoustics Systems
Bernd Lattemann ...............   60         President and Managing Director European
                                             Operations
Ronald T. Lindsay .............   51         Senior Vice President, General Counsel and
                                             Secretary
Michael A. Mitchell ...........   59         President Global Commercial Operations
Jerry L. Mosingo ..............   50         Executive Vice President Global Manufacturing
                                             Operations, Plastics & Cockpit Systems
Jonathan L. Peisner ...........   42         Senior Vice President, Treasurer
Jeffrey A. Rose ...............   42         Senior Vice President Global Product
                                             Development and Technology
Russell N. Stroud .............   59         Senior Vice President Global Supply Chain
                                             Managementand Company-Wide Cost
                                             Optimization
Gregory L. Tinnell ............   41         Senior Vice President, Human Resources
Reed A. White .................   54         President of Collins & Aikman Dura Convertible
                                             Systems


- ----------
(1)  As of March 28, 2002.

     Thomas E. Evans has been Chairman of the Board and Chief Executive Officer
of C&A since April 1999. Previously, he was President of Tenneco Automotive, an
automotive supplier and a division of Tenneco, Inc., from 1995 until April
1999. Prior to that, Mr. Evans served for six years with Case Corporation, a
manufacturer of farm machinery and construction equipment and a subsidiary of
Tenneco, Inc., in a series of senior management positions, the last being
Senior Vice President of Worldwide Operations. Prior to his employment with
Case Corporation, he spent sixteen years in the automotive industry with
Rockwell International and Federal Mogul Corporation. Mr. Evans is also a
director of the Motor & Equipment Manufacturers Association, the National
Association of Manufacturers and the Institute of Textile Technology. Mr. Evans
is also a director of Products.


                                      S-64


     Charles E. Becker is Vice Chairman of the Board and has been a director
since July 2001. For over 25 years, through 1998, Mr. Becker was the CEO and
co-owner of Becker Group, Inc., a global automotive interiors components
supplier. Becker Group, Inc. was sold to Johnson Controls, Inc. in 1998. In
January 1999, Mr. Becker re-acquired 10 North American plastic molding and
tooling operations from Johnson Controls, which subsequently became Becker
Group, LLC. Mr. Becker is also the owner and chairman of Becker Ventures, LLC,
which was established in 1998 to invest in a variety of business ventures,
including the manufacturing, real estate and service industries. Mr. Becker is
also a director of Metaldyne Corporation (formerly known as MascoTech, Inc.), a
diversified industrial manufacturing company and designated to become a
director of TriMas Corporation.

     Robert C. Clark has been a director of C&A since October 1994. Mr. Clark
is Dean of the Harvard Law School and Royal Professor of Law. Mr. Clark joined
Harvard Law School in 1979 after four years at Yale Law School, where he was a
tenured professor, and became Dean in 1989. Mr. Clark is a corporate law
specialist and author of numerous texts and legal articles. Prior to his
association with academia, he was in private practice with Ropes & Gray. Mr.
Clark is also a director of American Lawyer Media Holdings, Inc. and American
Lawyer Media, Inc. and a trustee of Teachers Insurance Annuity Association
(TIAA).

     Marshall A. Cohen has been a director of C&A since April 2001. Mr. Cohen
has been Counsel at Cassels Brock and Blackwell, a Canadian law firm, since
October 1996. From 1988 until September 1996, Mr. Cohen served as President and
Chief Executive Officer of The Molson Companies Ltd., a brewing company. Mr.
Cohen is also a director of The Toronto-Dominion Financial Group, Barrick Gold
Corporation, American International Group, Inc., Lafarge Corporation, SMK
Speedy International Inc., The Goldfarb Corporation, Premcor Inc., The Quorum
Group (Vice Chairman), Haynes International, Inc., Metaldyne and Golf Town
Canada Inc. Mr. Cohen serves on the Advisory Boards of The Blackstone Group and
Heartland Industrial Partners L.P.

     David C. Dauch has been a director of C&A since May 2002 and vice
president of manufacturing -- driveline division of American Axle &
Manufacturing since 2001, a company he joined in 1995 as manager, sales
administration. In 1996, he became director of sales, GM full size truck
programs and was named vice president of sales and marketing in 1998. From 1987
to 1995, Mr. Dauch was employed by Products at which he held positions of
product manager, account executive, and director of Ford sales and marketing
for the Automotive Carpet and Fabric Groups.

     Cynthia L. Hess is the owner and CEO of Hess Group, LLC. Prior to forming
Hess Group in 2002, Ms. Hess was a senior managing director of Heartland (See
"Certain Relationships and Related Transactions -- Certain Relationships --
Heartland"). She was formerly Vice President of corporate quality for
DaimlerChrysler, where she led the corporate strategy for quality improvement
and facilitated quality plan execution. In her 22 years with DaimlerChrysler,
Ms. Hess held various engineering, manufacturing and procurement supply
positions. Ms. Hess is also a director of Metaldyne Corporation.

     Timothy D. Leuliette was elected as a director of C&A in February 2001 and
has been a director of Metaldyne since November 2000. He is currently President
and Chief Executive Officer of Metaldyne. He is also designated to become a
director of TriMas Corporation. He is a co-founder of Heartland. Prior to
joining Heartland, Mr. Leuliette joined the Penske Corporation as President and
Chief Operating Officer in 1996. From 1991 to 1996 Mr. Leuliette served as
President and Chief Executive Officer of ITT Automotive, an automotive company.
He also serves on a number of corporate and charitable boards, including
serving as director of The Federal Reserve of Chicago, Detroit Branch.

     Elkin McCallum was elected as a director of C&A in September 2001. Mr.
McCallum has been the Chairman of the Board and CEO of Joan Fabrics Corporation
since 1989 and has also been the Chairman and CEO of Tyng Textiles LLC since
1996. Mr. McCallum is currently Vice Chairman of the Board of Trustees of
Bentley College and chairman elect for the next academic year.

     W. Gerald McConnell was elected as a director of C&A in February 2001 and
has been a senior managing director of Heartland since its founding in 2000.
Mr. McConnell was formerly a managing director at Deutsche Bank Alex. Brown
(formerly Bankers Trust Co.), a banking firm, from 1997 until


                                      S-65


1999. From 1991 until 1999, Mr. McConnell specialized in leveraged finance and
financial sponsor coverage at Deutsche Bank Alex. Brown. Mr. McConnell also
serves on the board of directors of Springs Industries, Inc. and is designated
to become a director at TriMas Corporation.

     Warren B. Rudman has been a director of C&A since June 1995. Mr. Rudman
has been a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison
since January 1993. Mr. Rudman served as a United States Senator from New
Hampshire from 1980 through 1992 and as Attorney General of New Hampshire from
1970 until 1976. Mr. Rudman is also a director of the Chubb Corporation, Allied
Waste, Boston Scientific, the Raytheon Company and an independent trustee of
several mutual funds of the Dreyfus Corporation.

     J. Michael Stepp was elected as a director of C&A in February 2001 and is
designated to become a director at TriMas Corporation. Mr. Stepp was previously
Executive Vice President and Chief Financial Officer of C&A from April 1995
through December 1999. Mr. Stepp was a consultant to C&A and was an independent
mergers and acquisitions advisor from January 2000 through February 2001. Since
March 2001, Mr. Stepp has been a senior managing director of Heartland. He is
also a director of Products and is designated to become a director at TriMas
Corporation.

     David A. Stockman has been a director of C&A since February 2001. Mr.
Stockman is also a director of Metaldyne and Springs Industries, Inc. and is
designated to become a director at TriMas Corporation. He is the senior
managing director and the founder of Heartland. Prior to founding Heartland, he
was a senior managing director of The Blackstone Group L.P. and had been with
Blackstone since 1988. Mr. Stockman also served as the director of the Office
of Management and Budget in the Reagan Administration, and represented Southern
Michigan in the U.S. House of Representatives from 1976 to 1981.

     Daniel P. Tredwell has been a director of C&A since February 2001. Mr.
Tredwell is also a director of Metaldyne and Springs Industries, Inc. and is
designated to become a director at TriMas Corporation. He is a senior managing
director and a co-founder of Heartland. He has more than a decade of leveraged
financing experience. Mr. Tredwell served as a Managing Director at Chase
Securities Inc. and had been with Chase Securities since 1985. From 1980 to
1985, Mr. Tredwell was employed as the Press Secretary to U.S. Representative
Robert L. Livingston.

     Samuel Valenti III has been a director of C&A since February 2001. He is a
senior managing director of Heartland, Chairman of Valenti Capital LLC, and has
been a director of Metaldyne Corporation since January 2001. Mr. Valenti is a
director of Masco Capital Corporation and has been its President since 1988.
Mr. Valenti was formerly Vice President -- Investments of Masco Corporation, a
home improvement and building products company. Mr. Valenti is also a director
of Products and is designated to become a director at TriMas Corporation.

     Gerald E. Jones has been Executive Vice President of Global Manufacturing
Operations, Fabrics since November 2001 and an executive officer since March
2002. Mr. Jones, who has over 30 years of industry experience, joined C&A as a
director of manufacturing in July 1995. From April 2000 until November 9, 2001,
he was General Manager, Automotive Woven Fabrics.

     Millard L. King, Jr. has been Chief Operating Officer of U.S. Automotive
Carpet Systems since January 1999 and an executive officer of C&A since March
2002. Mr. King joined C&A in 1971. Prior to his current position with C&A, Mr.
King most recently held the positions of Vice President of Operations for
Automotive Knit Fabrics and then Chief Operating Officer of the Automotive Knit
and Woven Operations.

     Bernd Lattemann has been President and Managing Director of European
Operations since January 2002 and an executive officer of C&A since March 2002.
Mr. Lattemann has over 30 years of sales and manufacturing and automotive
experience, including serving as an independent consultant from 1998 to 2002
and Chief Executive Officer from 1996 to 1998 for Becker Group Europe GmbH.
Previously, Mr. Lattemann held several positions at SKF's Specialty Bearings
Division.

     Ronald T. Lindsay has been Senior Vice President, General Counsel and
Secretary and an executive officer of C&A since 1999. He has been Senior Vice
President since 1999, Vice President 1988-1999, and since 1988, General Counsel
and Secretary of Products.


                                      S-66


     Michael A. Mitchell has been President, Global Commercial Operations since
January 2002 and an executive officer of C&A since March 2002. Mr. Mitchell has
over 40 years of industry experience, having previously held senior management
positions at Chrysler Corporation and American Motors. He served as Executive
Vice President, Business & Product Development from 1997 to 2002 and Executive
Vice President of Engineering, Purchasing and Program Management from 1995 to
1997 for TAC-Trim.

     Jerry L. Mosingo has been Executive Vice President, Global Plastics and
Cockpit Systems since January 2002 and an executive officer of C&A since March
2002. Mr. Mosingo has over 30 years of industry experience, and he was
previously Executive Vice President of Manufacturing from 1999 to 2002 and
Senior Vice President of Operations in 1999 for TAC-Trim. Previously, he served
as Vice President of Quality from 1997 to 1999 and Director of Operations from
1992 to 1997 for A.O. Smith.

     Jonathan L. Peisner has been Senior Vice President and Treasurer since
February 2002. Mr. Peisner joined C&A in 1999 as Senior Vice President of
Communications and Investor Relations. From January 2000 until February 2002,
he was Senior Vice President of Communications, Investor Relations and Business
Planning. He has been an executive officer of C&A since February 2000. From
1997 until 1999, he was Director of Investor Relations and Business Planning
for Lear Corporation, an automotive supplier, and from 1995 until 1997 he was
director of Investor Relations. Mr. Peisner serves on the National Association
of Manufacturers Public Affairs Steering Committee and the National Investor
Relations Institute Small Cap Advisory Group.

     Jeffrey A. Rose has been Senior Vice President, Global Product Development
and Technology since January 2002 and an executive officer of C&A since March
2002. Mr. Rose has 20 years of industry experience, and he previously served as
Vice President of Technology for TAC-Trim, which he joined in 1995 as Director
of Interior Trim Engineering. Prior to 1995, he worked for Toyota at their
Technical Center in Ann Arbor, Michigan.

     Russell N. Stroud has been Senior Vice President, Global Supply Chain
Management and Company-Wide Cost Optimization and an executive officer of C&A
since March 2002. He has over 35 years of broad automotive experience with both
OEMs and suppliers. Previously, he served as Vice President of Procurement from
2000 to 2002 and Vice President of Sales, Marketing and Strategic Planning from
1998 to 2000 for New Venture Gear and President & COO for Thyssen Steel Group
from 1996 to 1998 and held a number of positions at Chrysler Corporation.

     Gregory L. Tinnell has been Senior Vice President of Human Resources and
an executive officer since April 2000. Previously, he was Vice President of
Human Resources for our southern and Mexican Operations, as well as Vice
President of Global Compensation & Benefits. Mr. Tinnell joined C&A in 1995.
Prior to Collins & Aikman, he served in various management positions with Sara
Lee Corporation, Nabisco Foods Group and North American Refractories Company.
Mr. Tinnell serves on the National Association of Manufacturers Human Resources
Steering Committee.

     Reed A. White has been President of Dura Convertible Systems, Inc. (also
known as Collins & Aikman Dura Convertible Systems) since 1994, has been
employed thereby in various management positions since April 1985 and has been
an executive officer of C&A since February 2000.


                                      S-67


                             PRINCIPAL STOCKHOLDERS

     Set forth in the table below is certain information as of May 30, 2002,
regarding the beneficial ownership of C&A common stock by:

     o  persons who are known to us to own beneficially more than five percent
        of C&A common stock based upon information from various sources
        available to us as of May 30, 2002,

     o  current directors of C&A,

     o  the executive officers of C&A (including our chief executive officer and
        our four most highly compensated executive officers) and

     o  the directors and executive officers of C&A as a group.

     The amounts and percentages of C&A common stock beneficially owned are
reported on the basis of regulations of the SEC governing the determination of
beneficial ownership of securities. Under the rules of the SEC, a person is
deemed to be a beneficial owner of a security if that person has or shares
voting power, which includes the power to vote or to direct the voting of the
security, or investment power, which includes the power to dispose of or to
direct the disposition of the security. Certain shareholders, including
Heartland, Blackstone Capital, Wasserstein/C&A Holding, Charles E. Becker and
Elkin McCallum and their respective affiliates are party to stockholders
agreements containing agreements relating to voting for director designees and
share transfer restrictions. Except as indicated in the footnotes to this
table, we believe each beneficial owner named in the table below has sole
voting and sole investment power with respect to all shares beneficially owned
by them.


                                      S-68





                                                                                 PERCENT OF CLASS
                                                AMOUNT AND NATURE OF   -------------------------------------
NAME OF BENEFICIAL OWNER**                      BENEFICIAL OWNERSHIP    PRIOR TO OFFERING     AFTER OFFERING
- --------------------------                     ---------------------   -------------------   ---------------
                                                                                    
Blackstone Capital Partners L.P. ...........          4,187,348                 6.2%                4.8%
  345 Park Avenue
  New York, NY
Charles E. Becker ..........................          7,539,262(2)             11.2%                8.6%
Robert C. Clark ............................             32,000(3)                *                   *
Marshall A. Cohen ..........................              4,000(3)                *                   *
David C. Dauch .............................                  0                   *                   *
Thomas E. Evans ............................            629,242(4)                *                   *
Heartland Industrial Partners L.P. .........         26,880,000(5)             39.8%               30.7%
  55 Railroad Avenue
  Greenwich, CT
Cynthia L. Hess ............................                  0(13)
Joan Fabrics Corporation ...................          5,104,000(14)             7.5%                5.9%
  100 Vesper Executive Park
  Tyngsboro, MA
Timothy D. Leuliette .......................                  0(13)
Ronald T. Lindsay ..........................             34,444(7)                *                   *
Elkin McCallum .............................          5,543,600(6)              8.2%                6.4%
W. Gerald McConnell ........................                  0(13)
Warren B. Rudman ...........................             28,000(3)                *                   *
J. Michael Stepp ...........................             30,067(8)                *                   *
David A. Stockman ..........................                  0(13)
Textron Inc ................................          7,200,000(9)             10.7%                8.2%
  40 Westminster Street
  Providence, RI
Daniel P. Tredwell .........................                  0(13)
Samuel Valenti, III ........................                  0(13)
Wasserstein/C&A Holdings, L.L.C ............          4,668,840(10)             6.9%                5.3%
  1301 Avenue of the Americas
  New York, NY
Reed A. White ..............................             46,043(11)               *                   *
Executive officers and directors as a group
  (25 persons) ..............................        13,961,684(12)            20.6%               15.5%


- ----------
*     Less than one percent of shares of common stock outstanding.

**    Unless specified, the address of each beneficial owner is c/o Heartland
      Industrial Partners, L.P., 55 Railroad Avenue, Greenwich, Connecticut
      06830.

(1)   Of these shares (i) 3,296,448 shares are held directly by Blackstone
      Capital Partners L.P., a Delaware limited partnership, the sole general
      partner of which is Blackstone Management Associates L.P. ("Blackstone
      Associates"), (ii) 170,089 shares are held directly by Blackstone Family
      Investment Partnership I L.P., a Delaware limited partnership ("BFIP"),
      the sole general partner of which is Blackstone Management Associates I
      L.L.C. ("BMA"), (iii) 14,943 shares are held directly by Blackstone
      Advisory Directors Partnership L.P., a Delaware limited partnership
      ("BADP"), the sole general partner of which is Blackstone Associates, and
      (iv) 705,868 shares are held directly by Blackstone Capital Company II
      L.L.C., a Delaware limited liability company, all the ownership interest
      of which is owned directly and indirectly by Blackstone Capital Partners
      L.P., BFIP and BADP.

(2)   Such shares represent (a) 5,440,000 shares acquired by Mr. Becker as
      consideration for the Becker acquisition, (b) 339,262 shares acquired by
      Mr. Becker immediately following the closing of the Becker acquisition
      from one of the other former Becker shareholders, (c) 160,000 shares
      subject to presently exercisable warrants to purchase such common stock
      at $12.50 per share acquired by Mr. Becker as consideration for the
      Becker acquisition and (d) 1,600,000 shares acquired by Becker Ventures
      as part of the financing for the TAC-Trim acquisition. Mr. Becker is the
      managing member of Becker Ventures and holds a controlling interest in
      Becker Ventures. Mr. Becker became a C&A director and Vice Chairman upon
      completion of the Becker acquisition.

(3)   Represents shares underlying options granted under C&A's 1994 Directors
      Stock Option Plan (the "1994 Plan") which (i) are vested or (ii) will
      vest within 60 days unless the director ceases to be a director prior to
      that time.


                                      S-69


(4)   Of these shares, (i) 98,000 are held directly, (ii) 27,242 shares are
      held indirectly in the Stock Fund of the 401(k) and Shadow Retirement
      Income Plans and (iii) 504,000 represent shares underlying options
      granted under the 1994 Plan which are vested.

(5)   The 26,880,000 shares beneficially owned are indirectly owned by
      Heartland Industrial Associates L.L.C. as the general partner of each of
      the following limited partnerships, which hold the shares directly: (a)
      304,125 shares are held directly by Heartland Industrial Partners (FF),
      L.P., a Delaware limited partnership, (b) 391,400 shares are held
      directly by Heartland Industrial Partners (E1), L.P., a Delaware limited
      partnership, (c) 229,951 shares are held directly by Heartland Industrial
      Partners (K1), L.P., a Delaware limited partnership, (d) 114,976 shares
      are held directly by Heartland Industrial Partners (C1), L.P., a Delaware
      limited partnership, and (e) 25,839,549 shares are held directly by
      Heartland Industrial Partners, L.P., a Delaware limited partnership.

(6)   Of these shares (a) 5,104,000 shares were acquired by Joan Fabrics
      Corporation as a part of the consideration for the sale of Joan to us,
      (b) 30,000 shares were previously acquired by Mr. McCallum and his
      spouse, (c) 9,600 were shares previously acquired by the McCallum Family
      Foundation and (d) 400,000 shares were acquired by Mr. McCallum as
      consideration in the Southwest Laminates acquisition which was
      consummated on April 12, 2002. The sole stockholder of Joan Fabrics
      Corporation is JFC Holding Trust, in which Elkin McCallum is the Trustee
      and has a 75% beneficial interest and his spouse, Donna McCallum, owns
      the balance. Mr. McCallum became a director of C&A upon the consummation
      of the Joan acquisition.

(7)   Of these shares, (i) 2,920 are held directly, (ii) 17,970 represent
      shares underlying options granted under the 1993 Employee Stock Option
      Plan (the "1993 Plan") which are vested, (iii) 10,667 represent shares
      underlying options under the 1994 Plan which are vested and (iv) 2,887
      shares are held indirectly in the Stock Fund of the 401(k) and Shadow
      Retirement Income Plans.

(8)   Of these shares, (i) 26,000 are held directly and (ii) 4,067 are held
      indirectly in the Stock Fund of the 401(k) and Shadow Retirement Income
      Plans.

(9)   Such shares are beneficially owned by Textron Inc. Under the purchase
      agreement for the TAC-Trim acquisition, Textron has the right to
      designate a director to serve on C&A's Board of Directors. As of this
      date, it has not yet identified the individual that it will designate.
      Accordingly, the table does not include the Textron designee, who is
      expected to disclaim beneficial ownership of all securities beneficially
      owned by Textron.

(10)  Of these shares (i) 4,636,684 are held directly by Wasserstein/C&A
      Holdings, L.L.C. (the "Wasserstein L.L.C."), which is controlled by
      Wasserstein Perella Partners, L.P. ("WP Partners"), the sole general
      partner of which is Wasserstein Perella Management Partners, Inc.
      ("Wasserstein Management"), which is controlled by Cypress Capital
      Advisors, LLC ("CCA"), (ii) 7,200 are held directly by WPPN, Inc., an
      indirect subsidiary of WP Group, (iii) 18,000 shares are held directly
      33% by each of three trusts for which Bruce Wasserstein, the Chairman and
      Chief Executive Officer of Wasserstein Management (who is also a director
      and stockholders of WP Group), is the Co-Trustee, (iv) 4,201 are owned
      directly by Bruce Wasserstein and (v) 2,755 are held by Bruce
      Wasserstein's descendants' trusts.

(11)  Of these shares, (i) 40,710 represent shares underlying options granted
      under the 1993 Plan which are vested and (ii) 5,334 represent shares
      underlying options granted under the 1994 Plan which are vested.

(12)  Excludes shares held by Heartland and its affiliates, Joan Fabrics and
      its affiliates, Becker Ventures and its affiliates, Textron Inc. and its
      affiliates, Blackstone Partners and its affiliates and Wasserstein L.L.C.
      and its affiliates.

(13)  As described under (5) above, 26,880,000 shares are beneficially owned by
      Heartland Industrial Associates, L.L.C. Mr. Stockman is the Managing
      Member of Heartland Industrial Associates, L.L.C., but disclaims
      beneficial ownership of such shares. Messrs. Leuliette, McConnell, Stepp,
      Tredwell and Valenti and Ms. Hess are also members of Heartland
      Industrial Associates, L.L.C. and also disclaim beneficial ownership of
      the shares.

(14)  See footnote 6.


STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENTS

     We and various of our shareholders are parties to stockholders agreements
and registration rights agreements. C&A is a party to a stockholders agreement
with Heartland and certain affiliates (the "Heartland parties"), Blackstone and
certain of its affiliates (the "Blackstone parties") and the Wasserstein L.L.C.
and certain of its affiliates (the "Wasserstein parties"). This agreement
contains (i) rights of first refusal on private sales of common stock by the
Blackstone parties and the Wasserstein parties in favor of the Heartland
parties, (ii) tag-along rights in favor of the Blackstone parties and the
Wasserstein parties in the event of certain transfers of common stock by
Heartland and (iii) for so long as Heartland has a right to designate
directors, a drag-along right enabling Heartland to cause the Blackstone
parties and Wasserstein parties to sell all of their common stock with
Heartland when Heartland is selling all of its common stock to a third party
(including by merger). The agreement further provides that the stockholder
parties thereto will vote their shares of C&A common stock to ensure that seven
members of C&A's Board of Directors will be designated by Heartland, one by the
Wasserstein parties and one by the Blackstone parties, in each case so long as
each of Heartland, the Wasserstein parties and the Blackstone parties (in each
case, together with its affiliates) continue to beneficially own at least 25%
of the common stock owned by them as of February 23, 2001. However, the
Blackstone and Wasserstein parties relinquished their rights to designate
directors on March 15, 2002. In addition, there must be three independent
directors not otherwise affiliated with C&A, the Blackstone parties, the
Wasserstein parties or Heartland. C&A's chief executive officer is also
required to serve as a director. Certain rights inure to the benefit of, and
certain obligations bind, subsequent transferees of common


                                      S-70


stock held by the parties to the stockholders agreement, but none of the rights
or obligations apply to public sales, whether under Rule 144 or under a
registration statement.

     This stockholders agreement also contains certain restrictions on C&A's
ability to enter into transactions with Heartland and its affiliates. C&A and
its subsidiaries may not enter into any such transaction or series of related
transactions involving payments or other consideration in excess of $500,000
without the consent of (i) each of the Blackstone parties and the Wasserstein
parties, so long as each holds at least 25% of the common stock held by it as
of February 23, 2001, for so long as Heartland and its affiliates directly or
indirectly beneficially own at least 50% of the outstanding common stock and
(ii) a majority of the members of the board who are disinterested with respect
to the particular transaction and were not designated for election by Heartland
so long as Heartland and its affiliates own at least 25% of the common stock
owned by them on the date of the stockholders agreement. The Blackstone parties
and the Wasserstein parties also relinquished their consent rights to the
foregoing as of March 15, 2002. The restrictions described above do not apply
to (i) an advisory fee on certain acquisitions and divestitures by C&A in an
amount not exceeding 1% of the enterprise value thereof and related
out-of-pocket fees and expenses, (ii) transactions involving the sale, purchase
or lease of goods and services in the ordinary course of business and on an
arms-length basis between C&A and portfolio companies of Heartland in an amount
involving not more than $1.25 million in any transaction, and (iii) certain
other transactions.

     There is also a stockholders agreement (the "Becker/Joan Stockholders
Agreement") among Charles E. Becker, Michael E. McInerney and Jens Hohnel (the
"Becker parties"), Joan Fabrics Corporation, JFC Holdings Trust, Mr. Elkin
McCallum and Donna McCallum (the "Joan parties"), the Heartland parties and
C&A. The Becker/Joan Stockholders Agreement contains (i) rights of first
refusal on private sales of common stock by the Becker parties and the Joan
parties in favor of the Heartland parties, (ii) tag-along rights in favor of
the Becker parties and the Joan parties in the event of certain transfer of
common stock by Heartland and (iii) for so long as Heartland has a right to
designate directors, a drag-along right enabling Heartland to cause the Becker
parties and Joan parties to sell all of their common stock with Heartland when
Heartland is selling all of its common stock to a third party (including by
merger).

     The Becker/Joan Stockholders Agreement further provides that the Becker
parties, the Joan parties and Heartland will each vote their common stock to
ensure that Charles E. Becker and Elkin McCallum are each members of C&A's
Board of Directors, so long as the Becker parties and the Joan parties,
respectively, continue to hold shares representing 25% of the common stock
originally acquired by them. The Becker/Joan Stockholders Agreement also
provides that the Becker parties will vote their shares in favor of the
election of Heartland's designees to C&A's Board of Directors. Certain rights
inure to the benefit of, and certain obligations bind, subsequent transferees
of common stock, but none of the rights or obligations apply to public sales,
whether under Rule 144 or under a registration statement.

     Under the various registration rights agreements, we have granted the
following demand registration rights in respect of C&A common stock. Demand
registration rights have been granted to the following persons: (1) Heartland
is entitled to four demand registrations, (2) Blackstone and Wasserstein are
each entitled to two demand registrations, (3) Becker and Joan are each
entitled to two demand registrations and (4) Textron is entitled to two demand
registrations. Each demand holder has rights to be included in other demand
holders' registration statements, subject to various priorities, limitations
and exceptions. In addition, these and other shareholders holding an aggregate
of approximately 62.6 million shares are entitled to piggyback registration
rights. In all cases, Blackstone and Wasserstein have priority rights of
inclusion. We are generally obligated to pay the expenses of registration and
we have indemnified the holders for liability associated with the registration
statements on customary terms. The registration rights agreements prohibit
these shareholders from selling or transferring their shares for a period of
not less than 120 days following this offering, at the request of the
underwriters. The registration rights agreements do not prohibit Blackstone and
Wasserstein from distributing the shares held by them to their


                                      S-71


investors free of this lock-up so long as an investor owns less than 1% of our
outstanding shares. Wasserstein has indicated that it may effect such
distribution prior to or following this offering.

     Products is also a party to a preferred stock registration and other
rights agreement with Textron concerning registration and other rights which
Products has granted to Textron with respect to the preferred stock
consideration received by Textron in connection with the TAC-Trim acquisition.


                                      S-72


          DESCRIPTION OF OUR INDEBTEDNESS AND PRODUCTS PREFERRED STOCK

SENIOR SECURED CREDIT FACILITIES

 General

     In connection with the TAC-Trim acquisition, Products and our Canadian
Subsidiaries entered into new senior secured credit facilities (the "new senior
credit facilities") with JPMorgan Chase Bank ("JPMorgan Chase Bank"), as
administrative agent and collateral agent, JPMorgan Bank Canada, as Canadian
administrative agent and collateral agent ("Chase Canada"), Credit Suisse First
Boston ("CSFB"), as syndication agent, Deutsche Bank Trust Company Americas
("DBTCA"), Merrill Lynch Capital Corporation ("Merrill," together with JPMorgan
Chase Bank, Chase Canada, CSFB and DBTCA, the "agents"), as co-documentation
agents and the other lenders party thereto. The following information does not
reflect the discussion under "Use of Proceeds" herein.

     The new senior credit facilities consist of a senior secured revolving
credit facility and two senior secured term loan facilities. The revolving
credit facility is comprised of revolving loans in a total principal amount not
to exceed $175.0 million at any one time outstanding, of which approximately
$75.0 million is available to our Canadian subsidiaries. The tranche A facility
is comprised of term loans in a total principal amount of $100.0 million. The
tranche B facility is comprised of term loans in a total principal amount of
$300.0 million.

     The revolving credit facility, the tranche A facility and the tranche B
facility each will mature on December 31, 2005.

 Security and Guarantees

     Products' borrowings under the new senior credit facilities is secured by
all the assets of C&A and Products and certain subsidiaries of each, including
but not limited to:

     o  a first priority pledge of all of the capital stock (held by C&A,
        Products or any domestic subsidiary of Products) of Products and each
        existing and subsequently acquired or organized subsidiary of Products,
        with limited exceptions for foreign subsidiaries; and

     o  a perfected first-priority security interest in substantially all
        tangible and intangible assets of C&A, Products and each existing or
        subsequently acquired or organized domestic subsidiary (other than the
        receivables subsidiary (referred to below under the heading "Receivables
        Purchase Facility") and insurance subsidiaries) of Products, with
        limited exceptions.

     Products' obligations under the new senior credit facilities are
unconditionally and irrevocably guaranteed jointly and severally by C&A and
each of our existing and subsequently acquired or organized domestic
subsidiaries, other than our receivables subsidiary.

 Interest Rates and Fees

     Borrowings bear interest, at our option, at either (a) adjusted LIBOR plus
a 3.75% margin in the case of the revolving credit and tranche A facilities and
4.00% margin in the case of the tranche B facilities, in all cases subject to a
minimum LIBOR of 3.00% or (b) the highest of (i) JPMorgan Chase Bank's prime
rate, (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the
base CD rate plus 1.0%.

     The new senior credit facilities provide for the payment to the lenders of
a commitment fee on any unused commitments under the revolving credit facility
equal to 1% per annum payable quarterly in arrears. After an initial period of
about six months, this commitment fee (with respect to the revolving credit
facility) and the interest rates with respect to the revolving credit facility
and the tranche A facility will be subject to adjustment subject to our
attaining certain performance targets.

 Mandatory Prepayments

     The new senior credit facilities require us to prepay outstanding term
loans with 75% (subject to step-downs based upon our attaining certain
performance targets) of excess cash flow, 100% of the net proceeds of asset
dispositions (subject to certain exceptions) and 100% of proceeds of the net
proceeds of debt issuances, other than certain permitted debt.


                                      S-73


 Voluntary Prepayments

     The new senior credit facilities provide for voluntary prepayments of term
loans and voluntary reductions of the unutilized portion of the commitments
under the revolving credit facility, without penalty (except as set forth
below), subject to certain conditions and restrictions.

 Prepayment Premium

     The new senior credit facilities require us to pay a prepayment premium on
mandatory and certain voluntary prepayments of the tranche B facility made
within the first three years after the closing date. The prepayment premium is
3% of the amount prepaid during the first year after the closing date, 2% of
the amount prepaid during the second year after the closing date, and 1% of the
amount prepaid during the third year after the closing date.

 Covenants

     Our new senior credit facilities require that we meet certain financial
tests, including, without limitation, the following tests: a maximum leverage
ratio, a minimum interest coverage ratio and certain prescribed limitations on
capital expenditures. Our new senior credit facilities contain customary
covenants and restrictions, including, among others, limitations or
prohibitions on declaring dividends and other distributions, redeeming and
repurchasing our capital stock, prepaying, redeeming and repurchasing our other
indebtedness, loans and investments, additional indebtedness, liens,
sale-leaseback transactions, preferred stock, capital expenditures,
recapitalizations, mergers, acquisitions and asset sales and transactions with
affiliates.

 Events of Default

     Our new senior credit facilities specify certain customary events of
default, including, among others:

     o  nonpayment of principal or interest by us,

     o  our breach of the affirmative or negative covenants,

     o  our material breach of the representations and warranties,

     o  cross-default and cross-acceleration to our other indebtedness
        (including to the receivables facility),

     o  our bankruptcy or insolvency,

     o  material judgments entered against us,

     o  certain ERISA violations by us,

     o  actual or asserted invalidity of security documents or guarantees
        associated with the new senior credit facilities, and

     o  a change in control.


RECEIVABLES PURCHASE FACILITY

     In connection with the TAC-Trim acquisition, we entered into an agreement
to sell, on an ongoing basis, the trade accounts receivable of certain business
operations to a bankruptcy-remote, special purpose subsidiary, wholly owned by
us. The receivables subsidiary will, subject to certain conditions, from time
to time, sell an undivided fractional ownership interest in a pool of domestic
and certain Canadian receivables, up to $250 million, to various multi-seller
commercial paper conduits supported by a committed liquidity facility. Upon
sale to the conduit, the receivables subsidiary will hold a subordinated
retained interest in the receivables. Under the terms of the agreement, new
receivables are added to the pool as collections reduce previously sold
receivables. We expect to service, administer and collect the receivables on
behalf of the receivables subsidiary and the conduit. The proceeds of sale will
be less than the face amount of accounts receivable sold by an amount that
approximates the purchaser's financing costs. The term of the receivables
facility will initially be 364 days, and may be extended for additional 364-day
periods with the agreement of all parties.


                                      S-74


11 1/2% SENIOR SUBORDINATED NOTES DUE 2006

     As discussed above under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- 11 1/2% Senior Subordinated Notes due 2006," Products has
outstanding $400.0 million in 11 1/2% Senior Subordinated Notes due 2006.

     The Products senior subordinated notes are general unsecured obligations
subordinated in right of payment to all of the existing and future senior
indebtedness of C&A and each of our existing wholly owned domestic subsidiaries
(other than our receivables, insurance and charitable subsidiaries), including
the Products senior notes described below and the senior credit facilities
described above and are guaranteed on a senior subordinated basis by each of
the same subsidiaries that guarantee the senior notes and the senior credit
facilities. The indenture governing the Products senior subordinated notes
contains a change of control provision and covenants substantially similar to
those that govern the Products senior notes.


10 3/4% SENIOR NOTES DUE 2011

     As discussed above under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- 10 3/4% Senior Notes due 2011," Products also has outstanding
$500.0 million in 10 3/4% Senior Notes due December 31, 2011. Interest on the
Products senior notes accrues from December 20, 2001 at the rate of 10 3/4% per
year. Interest on the Products senior notes is payable semi-annually in arrears
on each June 30 and December 31, commencing on June 30, 2002. We may redeem
some or all of the Products senior notes at any time on or after December 31,
2006, at a redemption price equal to 100% of the principal amount plus a
premium declining ratably to par, plus accrued and unpaid interest, if any. In
addition, prior to December 31, 2004, we may redeem up to 35% of the aggregate
principal amount of the Products senior notes with the proceeds of certain
equity offerings at a redemption price equal to 110.75% of the principal amount
of the Products senior notes, plus accrued and unpaid interest, if any.

     The Products senior notes are general unsecured obligations and rank
equally with all existing and future senior debt of C&A and each of our
existing wholly owned domestic subsidiaries (other than our receivables,
insurance and charitable subsidiaries) and senior in right of payment to all of
those subsidiaries' existing and future subordinated indebtedness. Future
domestic subsidiaries may also be required to guarantee the Products senior
notes.

     Pursuant to the indenture governing the Products senior notes, if we
experience a change of control, we may be required to offer to purchase the
Products senior notes at a purchase price equal to 101% of the principal
amount, plus accrued and unpaid interest, if any. We might not be able to pay
the required price for Products senior notes presented to us at the time of a
change of control because our new senior credit facilities or other
indebtedness may prohibit payment or we might not have enough funds at that
time. The indenture governing the Products senior notes contains covenants that
limit the ability of Products and the ability of our restricted subsidiaries
to, among other things:

     o  incur or guarantee additional indebtedness;

     o  pay dividends or make other distributions or repurchase or redeem our
        stock;

     o  make investments;

     o  sell assets;

     o  create liens;

     o  enter into agreements restricting our restricted subsidiaries' ability
        to pay dividends or make other distributions;

     o  enter into transactions with affiliates; and

     o  consolidate, merge or sell all or substantially all of our assets.


                                      S-75


MANDATORILY REDEEMABLE PREFERRED STOCK OF PRODUCTS

     As part of the consideration payable to Textron in the TAC-Trim
acquisition, Products issued to Textron 182,700 shares of its Series A1
Redeemable Preferred Stock, 123,700 shares of its Series B1 Redeemable
Preferred Stock and 20,000 shares of its Series C1 Redeemable Preferred Stock.
In addition, if our debt instruments so require, we may issue additional shares
of a new series of redeemable preferred stock to satisfy any obligation to make
an earn-out payment based upon our performance for the five year period ended
December 31, 2006. Its terms will be identical to the series B preferred stock,
other than that Products will be required to mandatorily redeem such preferred
stock at its liquidation preference, with accrued and unpaid dividends, at such
time as, and to the extent that, Products is permitted to do so under material
debt instruments. In connection with an exchange offer referred to below under
"-- Registration and Other Rights," Products may exchange its Series A1
Redeemable Preferred Stock, Series B1 Redeemable Preferred Stock and Series C1
Redeemable Preferred Stock for its Series A2 Redeemable Preferred Stock, Series
B2 Redeemable Preferred Stock and Series C2 Redeemable Preferred Stock,
respectively, in each case having identical rights and preferences to the
predecessor series. We refer to Series A1 and Series A2 Redeemable Preferred
Stock together as "Series A Preferred Stock," Series B1 and Series B2
Redeemable Preferred Stock together as "Series B Preferred Stock" and Series C1
and Series C2 Redeemable Preferred Stock together as "Series C Preferred
Stock," and we refer to all of the foregoing series of preferred stock
collectively as "Preferred Stock." As discussed below under "-- Optional and
Mandatory Redemption; Exchange of Series C Preferred Stock," "-- Registration
and Other Rights" and "-- Liquidity Provisions Relating to the Textron Shares,"
Products may issue additional shares of Preferred Stock from time to time in
accordance with the provisions of the certificate of designation. The above
information does not reflect our intended use of proceeds from this offering.

     Dividends. Holders of Preferred Stock are entitled to receive dividends
accruing on the liquidation preference thereof at a rate of 11% per annum, in
respect of dividend periods ending on or prior to July 1, 2003, and 15% per
annum, in respect of dividend periods ending after July 1, 2003, in the case of
the Series A Preferred Stock, 12% per annum, in respect of dividend periods
ending on or prior to July 1, 2003, and 16% per annum, in respect of dividend
periods ending after July 1, 2003, in the case of the Series B Preferred Stock,
12% per annum, in respect of dividend periods ending on or prior to July 1,
2003, and 16% per annum, in respect of dividend periods ending after July 1,
2003, in the case of the Series C Preferred Stock, in each case payable
quarterly in arrears, commencing on April 1, 2002 and accumulating from the
date of issuance. Products may, at its option, elect to accrue up to an amount
equivalent to 7% per annum of the liquidation value on the Series A Preferred
Stock, an amount equivalent to 8% per annum of the liquidation value on the
Series B Preferred Stock and an amount equivalent to 8% per annum of the
liquidation value on the Series C Preferred Stock in lieu of cash payment of
such dividends and, in each case, any accrued dividends will be added to the
liquidation preference of the applicable series of Preferred Stock. Under
certain circumstances, Products may, at its option, at all times through and
including January 1, 2004 accrue up to the full amount of all dividends on the
Preferred Stock in lieu of cash payment of such dividends and, in each case,
any accrued dividends will be added to the liquidation preference of the
applicable series of Preferred Stock.

     Liquidation Preference. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of Products, holders of the Preferred Stock will be
entitled to be paid out of the assets of Products available for distribution to
stockholders in the amount of $1,000 per share plus the aggregate amount of
accrued dividends prior to any distribution to any holders of equity securities
which rank junior to the Preferred Stock. In addition, upon any voluntary or
involuntary liquidation, dissolution or winding-up of Products, the holders of
Series C Preferred Stock will be entitled to a participation in distributions
to Products' common equity tied to any appreciation in the value of Products'
common equity subsequent the issuance date, not to exceed an aggregate of $2
million for all Series C Preferred Stock outstanding.

     Because C&A has only a common equity interest in Products, all obligations
in respect of the Preferred Stock must be satisfied prior to the distribution
to C&A of any amounts upon any voluntary or involuntary liquidation,
dissolution or winding up of Products.

     Ranking. Upon issuance, the Preferred Stock will rank senior to all
classes of Products' capital stock with respect to dividend and liquidation
rights. Subject to certain conditions, the Preferred Stock will rank


                                      S-76


on a parity with any class of Products' capital stock established after the
issuance date of the Preferred Stock, the terms of which expressly provide that
such class or series ranks on a parity with the Preferred Stock, and junior to
any class of Products' capital stock established after the issuance date of the
Preferred Stock, the terms of which expressly provide that such class or series
ranks senior to the Preferred Stock.

     Optional and Mandatory Redemption; Exchange of Series C Preferred
Stock. Products is required to redeem all of the Series A and Series B
Preferred Stock outstanding on January 1, 2013 at a redemption price equal to
100% of the liquidation preference thereof, plus accrued and unpaid dividends
to the date of redemption. Products is also required to redeem all of the
Series C Preferred Stock outstanding on February 1, 2022 at a redemption price
equal to 100% of the liquidation preference thereof, plus accrued and unpaid
dividends to the date of redemption, plus the common equity participation
described under "--Liquidation Preference".

     The Series A and Series B Preferred Stock are redeemable, at Products'
option, in whole or in part, at any time on or after January 1 of the years set
forth below, at the redemption prices set forth below (stated as a percentage
of liquidation preference), plus, without duplication, accumulated and unpaid
dividends to the date of redemption.






                                             REDEMPTION PRICE
                                   ------------------------------------
                                        SERIES A           SERIES B
YEAR                                PREFERRED STOCK     PREFERRED STOCK
- ----                               -----------------   ----------------
                                                 
2007 ............................       107.500%           108.000%
2008 ............................       105.000%           105.333%
2009 ............................       102.500%           102.667%
2010 and thereafter .............       100.000%           100.000%


     The Series C Preferred Stock is not optionally redeemable.

     At Products' option or at the option of the holders of a majority of the
outstanding shares of Series C Preferred Stock, the Series C Preferred Stock is
exchangeable for Series B Preferred Stock at any time following January 1, 2003
and prior to January 1, 2004. The rate of exchange will equal the liquidation
preference of the Series C Preferred Stock, plus accrued and unpaid dividends
thereon, plus common equity participation with respect thereto, divided by the
liquidation preference of the Series B Preferred Stock, plus accrued and unpaid
dividends thereon.

     Change of Control Offer. If Products experiences a change of control (as
defined in the certificate of designation), Products must give holders of the
Preferred Stock the opportunity to sell to Products their Preferred Stock at
100% of the liquidation preference thereof, plus accrued and unpaid dividends
to the date of redemption, plus, in the case of the Series C Preferred Stock,
common equity participation. No such redemption may be effected until Products
has performed all of its obligations arising upon a change of control under any
of its debt instruments. Products will not consummate a transaction resulting
in a change of control unless at the time of or prior to the change of control,
Products shall have entered into an arrangement which permits the timely
redemption of the Preferred Stock.

     Asset Sale Proceeds. If Products disposes of any assets it may either
reinvest the net cash proceeds therefrom in its business or repay outstanding
indebtedness. Any proceeds not so applied will be applied by Products towards
dividends in arrears on the Preferred Stock or an offer to purchase Preferred
Stock at a redemption price equal to 100% of the liquidation preference
thereof, plus accrued and unpaid dividends, plus, in the case of the Series C
Preferred Stock, common equity participation.

     Certain Restrictive Provisions. The provisions of the certificate of
designation will limit Products' and its restricted subsidiaries' ability to
incur more debt; pay dividends and make distributions; repurchase stock; make
investments; merge or consolidate; transfer assets; enter into transactions
with affiliates; issue stock of subsidiaries; and amend or modify the
certificate of designation. These covenants are subject to a number of
important exceptions.

     Liquidity Provisions Relating to the Textron Shares. The provisions
described in this paragraph apply solely to the holders of Series A Preferred
Stock that constitute Textron Shares (as defined below).


                                      S-77


In the event that either (I) both (A) Products and its restricted subsidiaries
on a consolidated basis meet or exceed certain financial criteria based on
interest coverage, adjusted to exclude the effect of certain acquisitions, at
any time and (B) no Par Offer (as defined below) has been properly made on or
before the next succeeding dividend payment date and all Textron Shares
purchased pursuant thereto or (II) both (A) Products' 103/4% Senior Notes due
2011 are repaid at or within 180 days their final stated maturity and (B) no
Par Offer has been properly made on or before such final repayment, the
dividend rate applicable solely to Textron Shares will increase by 1.00% per
annum for the next full dividend period and by an additional 0.50% per annum
for each dividend period thereafter; provided that (1) the dividend rate
applicable to Textron Shares in effect at any time shall not exceed 20% per
annum and (2) the dividend rate will return to the dividend rate otherwise
applicable once a Par Offer has been properly made and all Textron Shares
validly tendered have been purchased pursuant thereto. During any period when
an increased dividend rate in respect of Textron Shares shall be in effect,
Products and its restricted subsidiaries will be subject to additional
restrictions on their ability to incur additional indebtedness.

     While the Textron Shares remain outstanding, Products will not redeem more
than $25 million aggregate principal amount of its Existing Notes prior to
their final stated maturity unless prior to or concurrently therewith, a Par
Offer shall have been made.

     A "Par Offer" is an offer to purchase for cash any Textron Shares at a
purchase price per share equal to the liquidation preference thereof plus
accrued and unpaid dividends to the date of purchase.

     "Textron Shares" means all shares of Series A Preferred Stock held
beneficially and of record solely by Textron and/or its subsidiaries to the
extent solely and continuously beneficially owned since the issuance date.

     Upon transfer to any person other than Textron or its subsidiaries,
Textron Shares shall cease to be entitled to any of the benefits described
above. If Textron shares are transferred with cash dividends in arrears arising
from the provisions described above, such cash dividends in arrears shall cease
to exist upon transfer, and in lieu thereof, Products will issue to the
transferee additional shares of Series A Preferred Stock having an aggregate
liquidation preference plus accrued and unpaid dividends equal to the amount of
cash dividends in arrears that shall have ceased to exist.

     Voting Rights. Holders of the Preferred Stock are entitled to vote on
matters required or permitted to be voted upon by Products' common
stockholders, but the amount of such vote is limited to 2% of the outstanding
voting rights of all such voting stock in the aggregate. Preferred stockholders
will also be entitled to vote upon certain matters relating to the Preferred
Stock and as otherwise required under the laws of the State of Delaware and as
set forth below. If certain events occur, the holders of the majority of the
then outstanding affected series of Preferred Stock will be entitled to elect
two members of Products' Board of Directors, but in no event will such holders
be entitled to elect more than two members. Such events include if, after
January 1, 2003, there are any cash dividends in arrears which have been unpaid
for any two consecutive quarterly dividend periods; Products fails to redeem
Preferred Stock as required by the certificate of designation; Products fails
to purchase Textron Shares tendered in a Par Offer; certain breaches of the
certificate of designation occur; or certain bankruptcy or insolvency events or
debt accelerations occur.

     Exchange of Preferred Stock for Subordinated Notes. Each series of
Preferred Stock is exchangeable on any dividend payment date, solely at
Products' option, for Products' subordinated exchange notes if there are no
cash dividends in arrears at the time of the exchange. For so long as Textron
and its subsidiaries are the holders of at least a majority of the aggregate
liquidation preference of any of the Preferred Stock, we must obtain the
written consent of Textron prior to initiating the exchange. The exchange rate
shall be $1.00 principal amount of exchange notes for each $1.00 of the
aggregate liquidation preference of Preferred Stock.

     Registration and Other Rights. Pursuant to a preferred stock registration
and other rights agreement, Products has agreed to provide marketing assistance
to Textron in connection with underwritten resales of Preferred Stock. Such
marketing assistance may occur up to a maximum of three times; provided that
Products will not be required to provide such assistance more than once in any
270-day period.


                                      S-78


     In connection with Products' resale assistance, Textron may require
Products to provide purchasers of Preferred Stock with customary exchange offer
style registration rights to have their Preferred Stock registered under the
Securities Act. Under certain circumstances, Products may also be required to
register such purchasers' Preferred Stock for resale pursuant to a shelf
registration statement. In addition, under certain circumstances, Textron may
require Products to register its Preferred Stock for resale pursuant to a shelf
registration statement.


     If Products fails to comply with certain provisions in the preferred stock
registration and other rights agreement relating to marketing assistance,
filing exchange offer registration statements or shelf registration statements,
or achieving effectiveness of such exchange offer registration statements or
shelf registration statements, Products may be required to pay liquidated
damages to the affected holders in the event of such noncompliance, up to a
maximum of 2.00% per annum of the aggregate liquidation preference. Any such
liquidated damages may be paid by Products, at its option, in cash or in kind
by issuing additional shares of Preferred Stock of the affected series having
an aggregate liquidation preference, accrued and unpaid dividends and, in the
case of the Series C Preferred Stock, common equity participation equal to the
amount of liquidated damages payable. Liquidated damages will cease to accrue
and be payable upon Products compliance with the applicable provisions of the
preferred stock registration and other rights agreement or (except in the case
of a failure relating to marketing assistance) upon the affected shares of
Preferred Stock becoming transferable without restriction under the Securities
Act.


                                      S-79


                        DESCRIPTION OF C&A CAPITAL STOCK

     The authorized capital stock of C&A consists of 300,000,000 shares of
common stock, par value $0.01 per share, and 16,000,000 shares of preferred
stock, par value $0.01 per share. As of May 30, 2002, there were 67,198,852
shares of common stock outstanding, excluding 1,057,595 shares of common stock
subject to outstanding options granted pursuant to our stock option plans,
5,800,000 shares of common stock which may be issued pursuant to the exercise
of common stock purchase rights described below under "-- Common Stock Purchase
Rights," and 160,000 shares subject to a warrant that is presently exercisable.
As of May 30, 2002, C&A had no shares of preferred stock outstanding.


DESCRIPTION OF C&A COMMON STOCK

     Subject to the rights of holders of preferred stock then outstanding,
holders of C&A common stock are entitled to receive such dividends as may from
time to time be declared by the Board of Directors. Holders of C&A common stock
are entitled to one vote per share on all matters on which the holders of C&A
common stock are entitled to vote. Because holders of C&A common stock do not
have cumulative voting rights, the holders of the majority of the shares of C&A
common stock represented at a meeting can select all the directors. In the
event of liquidation, dissolution or winding up of C&A, holders of C&A common
stock would be entitled to share ratably in all assets of C&A available for
distribution to the holders of C&A common stock.

     Upon full payment of the purchase price therefor, shares of C&A common
stock will not be liable to further calls or assessments by C&A. There are no
preemptive rights for C&A common stock in the restated certificate of
incorporation.

     The transfer agent and registrar for C&A common stock is First Union
National Bank of North Carolina.


COMMON STOCK PURCHASE RIGHTS

     On May 17, 2002, we announced a distribution of non-transferable rights to
purchase C&A common stock to all holders of our common stock as of May 28,
2002. Each shareholder (other than certain shareholders who have agreed to
contractually waive their right to exercise rights) will be granted one
non-transferable right to purchase 0.4 shares of common stock per share of
common stock held by such holder. Shareholders holding an aggregate of
approximately 52,704,000 shares of common stock have agreed that they will not
exercise their rights. This means that the rights offering will be exercisable
for an aggregate of approximately 5,800,000 shares of common stock. The
exercise price of the non-transferable rights is $12.50 per whole share of
common stock for which the rights are exercisable. The non-transferable rights
become exercisable for a 16-day minimum period once a registration statement
for the issuance of the underlying shares has been declared effective by the
SEC. We are obligated to use our best efforts to have a registration statement
for the underlying shares declared effective prior to October 31, 2002, but
such date will be extended, at the request of the underwriters for any offering
of our common stock to the 180th day following the closing of this offering.


ANTI-TAKEOVER PROVISIONS

     The amended and restated certificate of incorporation and the bylaws of
C&A contain certain provisions that may delay, defer or prevent a change in
control of C&A and make removal of management more difficult. These provisions
are intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors and to discourage certain types of transactions which may
involve an actual or threatened change of control of C&A. The provisions are
designed to reduce the vulnerability of C&A to an unsolicited proposal for a
takeover of C&A that does not contemplate the acquisition of all its
outstanding shares or an unsolicited proposal for the restructuring or sale of
all or part of C&A. The provisions also are intended to discourage certain
tactics that may be used in proxy fights. Set forth below is a description of
such provisions in the restated certificate of incorporation and the bylaws.


                                      S-80


     Pursuant to the amended and restated certificate of incorporation, the
Board of Directors is divided into three classes serving staggered three-year
terms. This provision may only by amended or repealed by vote of 80% or more of
the outstanding voting stock. Directors can be removed from office only for
cause and only by the affirmative vote of the holders of a majority of the
combined voting power of the then outstanding shares of voting stock, voting
together as a single class. Vacancies on the Board of Directors and newly
created directorships may be filled only by the remaining directors and not by
the stockholders.

     The amended and restated certificate of incorporation provides that the
number of directors will be fixed by, or in the manner provided in, the bylaws.
The bylaws provide that the whole Board of Directors will consist of such
number of members as fixed from time to time by the Board of Directors.
Accordingly, the Board of Directors, and not the stockholders, has the
authority to determine the number of directors and (to the extent such action
is consistent with its fiduciary duties) could delay any stockholder from
obtaining majority representation on the board by enlarging the Board of
Directors and filling the new vacancies with its own nominees until the next
stockholder election.

     The bylaws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors or a
committee thereof, of candidates for election as directors and with regard to
certain matters to be brought before an annual meeting of stockholders of C&A.
In general, notice as to any such stockholder nomination or other proposal must
be received by C&A with respect to annual meetings not less than 90 nor more
than 120 days prior to the anniversary of the immediately preceding annual
meeting and must contain certain specified information concerning the person to
be nominated or the matters to be brought before the meeting and concerning the
stockholder submitting the proposal.

     If at any time the parties (other than C&A) to the stockholders agreement
contemplated by that certain share purchase agreement, dated as of January 12,
2001, to which C&A is a party (as such stockholders agreement may be amended,
amended and restated, or otherwise modified or replaced) beneficially own in
the aggregate less than 25% of the outstanding capital stock of C&A, then on
and after such date, any action required or permitted to be taken by the
stockholders of C&A may be effected only at a duly called annual or special
meeting of such stockholders and may not be effected by consent in writing by
such stockholders.

     Special meetings of the stockholders may be called only by the Chairman or
one of the co-chairmen of the Board of Directors or a majority of the entire
Board of Directors, and the business transacted at any special meeting will be
confined to the matters specified in the notice of meeting.

     The foregoing provisions, together with the ability of the Board of
Directors to issue C&A preferred stock without further stockholder action,
could delay or frustrate the removal of incumbent directors or the assumption
of control by the holder of a large block of C&A's common stock even if such
removal or assumption would be beneficial, in the short term, to stockholders
of C&A. The provisions could also discourage or make more difficult a merger,
tender offer or proxy contest even if such event would be favorable to the
interests of stockholders.

     The amended and restated certificate of incorporation also contains a
provision which provides that a Business Combination (as hereinafter defined)
shall require the affirmative vote of the holders of 662/3% or more of the
combined voting power of the then outstanding shares of voting stock of C&A,
voting together as a single class.

     A "Business Combination" is

    (1)  any merger or consolidation of C&A (whether or not C&A is the surviving
         corporation);

    (2)  any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition (in one transaction or a series of related transactions) of
         all or substantially all the assets of C&A;

    (3)  the adoption of any plan or proposal for the liquidation, dissolution,
         spinoff, splitup, splitoff, or winding up of the affairs of C&A
         (whether voluntary or involuntary); or

    (4)  any agreement, contract or other arrangement providing for any of the
         transactions described in this definition of Business Combination.


                                      S-81


SECTION 203 OF DELAWARE GENERAL CORPORATE LAW

     Section 203 of Delaware General Corporate Law (" ") prevents an
"interested stockholder" (defined in Section 203, generally, as a person owning
15% or more of a corporation's outstanding voting stock), from engaging in a
"business combination" (as defined in Section 203) with a publicly held
Delaware corporation for three years following the date such person became an
interested stockholder unless (i) before such person became an interested
stockholder, the board of directors of the corporation approved the transaction
in which the interested stockholder became an interested stockholder or
approved the business combination; (ii) upon consummation of the transaction
that resulted in the interested stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by employee
stock plans that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) following the transaction in which such
person became an interested stockholder, the business combination is approved
by the board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder.


DIRECTORS' LIABILITY AND INDEMNIFICATION

     C&A's amended and restated certificate of incorporation contains a
provision which eliminates the personal liability of C&A's directors for
monetary damages resulting from breaches of their fiduciary duty to the fullest
extent permitted by the DGCL. Under the DGCL, C&A may not eliminate directors'
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
violations under Section 174 of the DGCL or any transaction from which the
director derived an improper personal benefit. This provision also has no
effect on the ability of stockholders to seek equitable relief, such as an
injunction, that may be available to redress a breach of fiduciary duty, even
though such stockholders could not seek monetary damages from the directors for
such breach. The bylaws contain provisions requiring, subject to certain
procedures, the indemnification of C&A's directors and officers to the fullest
extent permitted by Section 145 of the DGCL, including circumstances in which
indemnification is otherwise discretionary, and provide for the mandatory
advancement of litigation expenses incurred in defense of a claim upon the
receipt by C&A of any undertaking required by law. C&A's Board of Directors is
further authorized, in its discretion, to provide such rights to employees and
agents of C&A. In addition, C&A may enter into indemnification agreements with
its directors and executive officers that generally provide for similar rights
to indemnification and advancement of expenses. Management believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers.


REGISTRATION RIGHTS

     We have granted to certain stockholders (the "Registration Rights
Holders") certain demand registration rights and "piggy-back" registration
rights with respect to certain C&A common stock held by them. Based on a review
of Schedule 13Ds filed by the respective parties through May 16, 2002 and other
information available to the Company, as of May 16, 2002, the Registration
Rights Holders hold approximately    million shares of C&A common stock, in the
aggregate. They are entitled to rights with respect to the registration of
their shares under the Securities Act of 1933 as follows:

  Demand Registration Rights

     Under the terms of the agreements between us and the Registration Rights
Holders, certain of such Registration Rights Holders may require us to file a
registration statement under the Securities Act with respect to shares of
common stock owned by them, under certain circumstances, and we are required to
use our reasonable best efforts to effect such a registration. Such rights are
subject to various customary cutback and holdback provisions.

  Piggy-Back Registration Rights

     If we propose to register any of our securities under the Securities Act,
subject to certain exceptions, pursuant to the terms of the agreements between
us and the Registration Rights Holders for our account


                                      S-82


or for the account of other stockholders, the Registration Rights Holders are
entitled to notice of, and to include in the registration, shares of common
stock owned by them, subject to customary cutback and holdback provisions.

     The description of the common stock contained in our registration
statement on Form 8-A filed on June 20, 1994 pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description is incorporated by reference herein.


                                 UNDERWRITING

     Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc. are acting as joint book-running lead managers for this
offering.

     Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities, Inc.,
First Union Securities, Inc., Dresdner Kleinwort Wasserstein -- Grantchester,
Inc. and Fahnestock & Co. Inc. are acting as representatives of the
underwriters named below. Subject to the terms and conditions described in the
underwriting agreement between us and the underwriters, we have agreed to sell
to the underwriters, and the underwriters severally have agreed to purchase
from us, the number of shares listed opposite their names below.



                                                                           NUMBER
             UNDERWRITER                                                  OF SHARES
             -----------                                                 -----------
                                                                     
       Merrill Lynch, Pierce, Fenner & Smith
              Incorporated ..........................................
       J.P. Morgan Securities Inc . .................................
       Credit Suisse First Boston Corporation .......................
       Deutsche Bank Securities, Inc. ...............................
       First Union Securities, Inc. .................................
       Dresdner Kleinwort Wasserstein -- Grantchester, Inc. .........
       Fahnestock & Co. Inc. ........................................
                                                                         ----------
              Total .................................................    20,000,000
                                                                         ==========


     The underwriters have agreed to purchase all of the shares sold under the
underwriting agreement if any of these shares are purchased. No underwriter is
obligated to take any shares allocated to a defaulting underwriter except under
limited circumstances.

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.

     The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the underwriting agreement, such as the receipt by the
underwriters of officer's certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.


COMMISSIONS AND DISCOUNTS

     The representatives have advised us that the underwriters propose
initially to offer the shares to the public at the initial public offering
price on the cover page of this prospectus supplement and to dealers at that
price less a concession not in excess of $  per share. The underwriters may
allow, and the dealers may reallow, a discount not in excess of $  per share to
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.


                                      S-83


     The following table shows the public offering price, underwriting discount
and proceeds before expenses to us. The information assumes either no exercise
or full exercise by the underwriters of their over-allotment options.






                                               PER SHARE      WITHOUT OPTION     WITH OPTION
                                               ---------      --------------     -----------
                                                                         
Public offering price ......................   $              $                  $
Underwriting discount ......................   $              $                  $
Proceeds, before expenses, to C&A ..........   $              $                  $


     The expenses of the offering, not including the underwriting discount, are
estimated at $2.0 million and are payable by us.


OVER-ALLOTMENT OPTION

     We have granted options to the underwriters to purchase up to 3,000,000
additional shares at the public offering price less the underwriting discount.
The underwriters may exercise these options for 30 days from the date of this
prospectus supplement solely to cover any over-allotments. If the underwriters
exercise these options, each will be obligated, subject to conditions contained
in the underwriting agreement, to purchase a number of additional shares
proportionate to that underwriter's initial amount reflected in the above
table.


NO SALES OF SIMILAR SECURITIES

     We and our executive officers, directors and certain stockholders have
agreed, with limited exceptions, not to sell or transfer any common stock for
120 days after the date of this prospectus supplement without first obtaining
the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities Inc. Specifically, we and these other individuals have
agreed not to directly or indirectly

     o  offer, pledge, announce the intention to sell, sell or contract to sell
        any common stock;

     o  sell any option or contract to purchase any common stock;

     o  purchase any option or contract to sell any common stock;

     o  grant any option, right or warrant to purchase any common stock;

     o  transfer or dispose of any common stock;

     o  request or demand that we file a registration statement related to the
        common stock; or

     o  enter into any swap or other agreement that transfers, in whole or in
        part, any of the economic consequences of ownership of any common stock
        whether any such swap or transaction is to be settled by delivery of
        shares or other securities, in cash or otherwise.

     This lock-up provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the
person executing the agreement or for which the person executing the agreement
later acquires the power of disposition.

     In addition, two of our former affiliates that hold approximately
9,267,000 shares of common stock have contractually agreed in registration
rights agreements with us not to sell or transfer these shares for a minimum of
120 days following specified transactions, including this offering, and we have
agreed with the underwriters not to amend or waive these transfer restrictions
during such 120-day period. The lock-up provisions contained in the
registration rights agreements are substantially similar to those described
above. These former affiliates are investment funds and the registration rights
agreements do not prohibit them from distributing the shares held by them to
their investors free of these transfer restrictions so long as an investor owns
less than 1% of our outstanding shares. One of these funds has indicated that
it may do so prior to or following the offering.


                                      S-84


NEW YORK STOCK EXCHANGE LISTING

     The shares are listed on the New York Stock Exchange under the symbol
"CKC."


PRICE STABILIZATION AND SHORT POSITIONS

     Until the distribution of the shares is completed, SEC rules may limit the
underwriters from bidding for and purchasing C&A common stock. However, the
representatives may engage in transactions that stabilize the price of the
common stock, such as bids or purchases to peg, fix or maintain that price.

     If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover of this prospectus supplement, the representatives may reduce that
short position by purchasing shares in the open market. The representatives may
also elect to reduce any short position by exercising all or part of the
over-allotment option described above. Purchases of the common stock to
stabilize its price or to reduce a short position may cause the price of the
common stock to be higher than it might be in the absence of such purchases.

     Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the
representatives or the lead managers will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.


OTHER RELATIONSHIPS

     Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us and our affiliates, including Heartland and
its portfolio companies. They have received customary fees and commissions for
these transactions.

     Each of the representatives is an affiliate of a financial institution
that is a lender under our senior credit facilities. In addition, J.P. Morgan
Chase Bank, an affiliate of J.P. Morgan Securities Inc., is the administrative
agent and a lender under our senior credit facilities and the liquidity
facility for our receivables facility.

     In addition, ML IBK Positions, Inc., an affiliate of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, owns 400,000 shares of our common stock
that it acquired as part of the financing for the TAC-Trim acquisition.
Affiliates of certain underwriters are limited partners of one or all of
Heartland Industrial Partners, L.P., Blackstone Capital Partners L.P. and
Wasserstein Perella Partners, L.P.


INTERNET DISTRIBUTION

     One or more of the underwriters may facilitate the marketing of this
offering online directly or through one of its affiliates. In those cases,
prospective investors may view offering terms and a prospectus supplement
online and, depending upon the particular underwriter, place orders online or
through their financial advisors.

     First Union Securities, Inc., one of the underwriters, is an indirect,
wholly-owned subsidiary of Wachovia Corporation. Wachovia Corporation conducts
its investment banking, institutional and capital markets businesses through
its various bank, broker-dealer and nonbank subsidiaries (including First Union
Securities, Inc.) under the trade name of Wachovia Securities. Any references
to Wachovia Securities in this prospectus supplement, however, do not include
Wachovia Securities, Inc., member NASD/SIPC and a separate broker-dealer
subsidiary of Wachovia Corporation and affiliate of First Union Securities,
Inc., which may or may not be participating as a selling dealer in the
distribution of the securities offered by this prospectus.


                                      S-85


                                 LEGAL MATTERS

     The legality of the shares of common stock will be passed upon for us by
Cahill Gordon & Reindel, New York, New York. Certain legal matters with respect
to the common stock will be passed upon for the underwriters by Cravath, Swaine
& Moore.


                                    EXPERTS

     The consolidated financial statements of Collins & Aikman for the year
ended December 31, 2001, incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year ended December 31,
2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     The consolidated financial statements of Collins & Aikman for the years
ended December 31, 2000 and December 25, 1999, included in the Annual Report on
Form 10-K for the year ended December 31, 2001 and incorporated by reference
into this prospectus supplement, to the extent and for the periods indicated in
their report, have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said
firm as experts in giving said report. Arthur Andersen LLP has not consented to
the incorporation by reference of their report in this prospectus supplement,
and we have dispensed with the requirement to file their consent in reliance
upon Rule 437a of the Securities Act. Because Arthur Andersen LLP has not
consented to the incorporation by reference of their report in this prospectus
supplement, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.

     The combined financial statements of TAC-Trim included in the Current
Report on Form 8-K filed on January 4, 2002 (as amended on January 14, 2002)
and incorporated by reference into this prospectus supplement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in auditing and accounting, to
the extent and for the periods indicated in their report with respect to such
financial statements.

     The combined financial statements of Becker, included in the Current
Report on Form 8-K filed on April 17, 2001 and incorporated by reference into
this prospectus supplement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon and incorporated herein by
reference. Such combined financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in auditing and accounting, to the extent and for the periods indicated
in their report with respect to such financial statements.

     The combined financial statements of Joan, included in the Current Report
on Form 8-K filed on October 10, 2001 incorporated by reference into this
prospectus supplement have been audited by KPMG LLP, independent auditors,
given on the authority of said firm as experts in auditing and accounting, to
the extent and for the periods indicated in their report with respect to such
financial statements.


                        ABOUT THIS PROSPECTUS SUPPLEMENT

     This prospectus supplement is a supplement to the accompanying prospectus
that is also a part of this document. This prospectus supplement and the
accompanying prospectus are part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf registration process, we may sell any combination of the
securities described in the accompanying prospectus up to a dollar amount of
$1,000,000,000, of which this offering is a part. In this prospectus
supplement, we provide you with specific information about the terms of this
offering. Both this prospectus supplement and the accompanying prospectus
include important information about us, our common stock and other information
you should know before investing in our common stock. This prospectus
supplement also adds, updates and changes information contained in the
accompanying


                                      S-86


prospectus. To the extent that any statement that we make in this prospectus
supplement is inconsistent with the statements made in the accompanying
prospectus, the statements made in the accompanying prospectus are deemed
modified or superseded by the statements made in this prospectus supplement.
You should read both this prospectus supplement and the accompanying prospectus
as well as the additional information described under the heading "Where You
Can Find More Information" beginning on page 2 of the accompanying prospectus
before investing in our common stock.


                    INCORPORATION OF DOCUMENTS BY REFERENCE

     Rather than include certain information in this prospectus supplement that
C&A has already included in reports filed with the Securities and Exchange
Commission, we are incorporating this information by reference, which means
that we can disclose important information to you by referring to those
publicly filed documents containing the information. This information
incorporated by reference is considered to be part of this prospectus
supplement, and the information that C&A files with the Securities and Exchange
Commission after the date of this prospectus supplement will automatically
update and supersede the information in this prospectus supplement.

     We expect that we will make changes to our previously filed periodic SEC
reports incorporated by reference in this prospectus supplement, including the
historical and pro forma financial statements included in those filings,
through amended annual, quarterly or other filings prior to completion of this
offering. You should review any amended filings that we make before deciding to
invest in the common stock.


                                      S-87


================================================================================


                               20,000,000 SHARES



                                [GRAPHIC OMITTED]

                                COLLINS & AIKMAN


                                  COMMON STOCK



                              ---------------------
                              PROSPECTUS SUPPLEMENT
                              ---------------------



                              MERRILL LYNCH & CO.

                                    JPMORGAN

                           CREDIT SUISSE FIRST BOSTON

                           DEUTSCHE BANK SECURITIES

                              WACHOVIA SECURITIES

                        DRESDNER KLEINWORT WASSERSTEIN

                             FAHNESTOCK & CO. INC.





                                         , 2002


================================================================================