COLLINS & AIKMAN CORP
2ND AMENDMENT DATED 3/15/04 TO AGREEMENT 02/23/01
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<TYPE>EX-10.1
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<FILENAME>k84966exv10w1.txt
<DESCRIPTION>2ND AMENDMENT DATED 3/15/04 TO AGREEMENT 02/23/01
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                                                                    EXHIBIT 10.1


                  SECOND AMENDMENT TO SERVICES AGREEMENT (this "Second
Amendment"), dated as of March 15, 2004, among Collins & Aikman Corporation, a
Delaware corporation, Collins & Aikman Products Co., a Delaware corporation
(together with Collins & Aikman Corporation, the "Company"), and Heartland
Industrial Partners, L.P., a Delaware limited partnership ("Heartland").

                  WHEREAS, Heartland and the Company have entered into the
Services Agreement (the "Agreement"), dated as of February 23, 2001, as amended,
among Collins & Aikman Corporation, a Delaware corporation, Collins & Aikman
Products Co., a Delaware corporation and Heartland Industrial Partners, L.P., a
Delaware limited partnership; and

                  WHEREAS, the Company and Heartland desire to amend the
Agreement as more fully set forth below;

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants and conditions contained herein, the parties hereto agree as
follows:

                  (a)    Section 3(c) of the Agreement is hereby amended by the
         addition of the following sentence at the end thereof as follows: "In
         addition, in consideration of the services performed in connection with
         the consummation of the Credit Linked Deposit Facility dated as of
         February 20, 2004 among the Company, JPMorgan Chase Bank and the other
         parties from time to time party thereto, the Company shall be obligated
         to pay to Heartland or its designees a transaction fee of $1,000,000."

                  (b)    Miscellaneous.


                         (1)    This Second Amendment and the Agreement together
                  shall constitute the entire agreement between the parties with
                  respect to the subject matter hereof, and shall supersede all
                  previous oral and written (and all contemporaneous oral)
                  negotiations, commitments, agreements and understandings
                  relating hereto.

                         (2)    This Second Amendment shall be governed by, and
                  construed and interpreted in accordance with, the laws of the
                  State of New York. This Second Amendment shall inure to the
                  benefit of, and be binding upon, Heartland, the Company and
                  their respective successors and permitted assigns provided for
                  in the Agreement.

                  This Second Amendment may be executed by one or more parties
to this Second Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.



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                                      -2-



                  IN WITNESS WHEREOF, the parties have caused this Second
Amendment to be executed and delivered by their duly authorized officers or
agents as of the date first above written.


                                  HEARTLAND INDUSTRIAL PARTNERS, L.P.



                                  By:    Heartland Industrial Associates
                                           L.L.C., its general partner



                                  By:    /s/ Daniel P. Tredwell
                                         ---------------------------------------
                                         Name:   Daniel P. Tredwell
                                         Title:  Senior Managing Director



                                  COLLINS & AIKMAN CORPORATION



                                  By:    /s/ J. Michael Stepp
                                         ---------------------------------------
                                         Name:   J. Michael Stepp
                                         Title:  Vice Chairman and
                                                 Chief Financial Officer





                                  COLLINS & AIKMAN PRODUCTS CO.



                                  By:    /s/ J. Michael Stepp
                                         ---------------------------------------
                                         Name:   J. Michael Stepp
                                         Title:  Chief Financial Officer







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